The accompanying notes are an integral part of these unaudited condensed
financial statements.
The accompanying notes are an integral part of these unaudited condensed
financial statements
GLOBAL ACQUISITIONS
CORPORATION
(Formerly Named All-American Sportpark, Inc.)
CONDENSED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Unaudited)
|
Common
Stock
|
Additional
Paid in
Capital
|
|
|
|
Accumulated
Deficit
|
|
|
Shares
|
Amount
|
Total
|
Balance, December 31, 2019
|
5,658,123
|
$5,658
|
$28,728,912
|
$(29,048,326)
|
$(313,756)
|
Net loss
|
|
|
|
(23,488)
|
(23,488)
|
Balance, March 31, 2020
|
5,658,123
|
$5,658
|
$28,728,912
|
$(29,071,814)
|
$(337,244)
|
|
|
|
|
|
|
Balance, December 31, 2020
|
5,658,123
|
$5,658
|
$28,728,912
|
$(29,119,154)
|
$(384,584)
|
Net loss
|
-
|
-
|
-
|
(42,945)
|
(42,945)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2021
|
5,658,123
|
$5,658
|
$28,728,912
|
$(29,162,099)
|
$(427,529)
|
The accompanying notes are an integral part of these unaudited condensed
financial statements
3
GLOBAL ACQUISITIONS
CORPORATION
(Formerly Named All-American Sportpark, Inc.)
CONDENSED
STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
For
the Three Months Ended
|
|
|
March 31,
|
|
|
2021
|
|
|
2020
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(42,945)
|
|
$
|
(23,488)
|
|
|
|
|
|
|
Adjustment to reconcile net loss to net
cash for operating activities
|
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and
liabilities:
|
|
|
|
|
|
Prepaid expenses and other current assets
|
|
(103)
|
|
|
(113)
|
Accounts payable and accrued expenses
|
|
12,123
|
|
|
4,609
|
Net cash used in operating activities
|
|
(30,925)
|
|
|
(18,992)
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from related parties
|
|
30,925
|
|
|
18,992
|
Net cash provided by financing
activities
|
|
30,925
|
|
|
18,992
|
|
|
|
|
|
|
Net change in cash
|
|
-
|
|
|
-
|
Cash, beginning of year
|
|
|
|
|
|
Cash, end of period
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
Supplemental Disclosures:
|
|
|
|
|
|
Cash paid for interest
|
$
|
-
|
|
$
|
-
|
Cash paid for taxes
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
Non cash financing and investing
activities:
|
$
|
-
|
|
$
|
-
|
The accompanying notes are an integral part of these unaudited condensed
financial statements.
4
GLOBAL ACQUISITIONS
CORPORATION
(Formerly Named All-American Sportpark,
Inc.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Organizational
Structure and Basis of Presentation
a. ORGANIZATION
The Company was incorporated in
Nevada on March 6, 1984, under the name “Sporting Life, Inc.” The Company’s name was changed to “St. Andrews Golf
Corporation” on December 27, 1988, to “Saint Andrews Golf Corporation” on August 12, 1994, and to All-American
SportPark, Inc. (“AASP”) on December 14, 1998. Effective February 15, 2021, the name of the Company was changed to
“Global Acquisitions Corporation.”
On October 18, 2016, Global
Acquisitions Corporation, formerly named All-American SportPark, Inc, (“AASP” or the “Company”) completed the closing of
the Transfer Agreement for the sale and transfer of the Company’s 51% interest in All American Golf Center, Inc.
(“AAGC”), which constituted substantially all of the Company’s assets. As a result of the closing of the Transfer
Agreement, the Company now has no or nominal operations and no or nominal assets and is therefore considered to be a
“Shell Company” as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
On June 10, 2016, the Company entered into a Transfer Agreement for the
sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”), which constituted
substantially all of the Company’s assets. On October 18, 2016, the Company completed the closing of the Transfer
Agreement pursuant to which the Company transferred the 51% interest in AAGC to Ronald Boreta and John Boreta (the
“Boretas”), and also issued to the Boretas 1,000,000 shares of the Company’s common stock, in exchange for the
cancellation of promissory notes held by the Boretas and accrued interest of $8,864,255
In connection with the closing of the Transfer Agreement, AAGC assumed
the obligation of the Company to pay Ronald Boreta for deferred salary of approximately $340,000 In addition, AAGC
cancelled $4,267,802 in advances previously made by it to the Company to fund its operations.
Also in connection with the closing of the Transfer Agreement, entities
controlled by the Boretas cancelled $ 1,286,702 owed to them by the Company. In addition, the Company cancelled
$27,615 of amounts due from entities controlled by the Boretas.
Also, as a result of the Transfer Agreement, on October 18, 2016, the
Company derecognized the assets and liabilities of AAGC.
The sale and transfer of the Company’s 51% interest in AAGC to the
controlling shareholders of the Company is a common control transaction and recorded at book value. Any difference
between the proceeds received by the Company and the book value of assets and liabilities of AAGC, cancellation of
promissory notes and accrued interest, assumption of deferred salary, cancellation of amounts due to and due from
entities controlled by the Boretas is recognized as a capital transaction with no gain or loss recorded.
5
b. BASIS OF PRESENTATION
The unaudited condensed interim
financial statements included herein, presented in accordance with United States generally accepted accounting
principles and stated in US dollars, have been prepared by All-American SportPark, Inc. (the “Company”), without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading.
These statements reflect all
adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these unaudited condensed interim
financial statements be read in conjunction with the financial statements of the Company for the year ended December 31,
2020 and notes thereto included in the Company's Form 10-K. The Company follows the same accounting policies in
the preparation of interim reports.
Results of operations for interim
periods may not be indicative of annual results.
c. BUSINESS ACTIVITIES
At this time, the Company’s
purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities
presented to the Company by persons or firms who or which desire to seek the perceived advantages of a corporation whose
securities are registered pursuant to the Exchange Act. The Company will not restrict our search to any specific
business or geographical location.
In late 2019, there was an outbreak of a new strain of coronavirus
(“COVID-19”) which appears to have originated from Wuhan, China. COVID-19 has since spread to over 100 countries,
including every state in the United States. On March 11, 2020, the World Health Organization declared the COVID-19
outbreak a global pandemic and on March 13, 2020 the United States declared a national emergency with respect to
COVID-19. The COVID-19 outbreak and pandemic has resulted in a widespread health crisis that could materially and
adversely affect the economies and financial markets worldwide. In addition, the operations and financial position
of any potential target business with which we consummate a business combination could be materially and adversely
affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19
restrict travel limit the ability to have meetings with the personnel and representatives of potential target companies
and may adversely affect our ability to negotiate and consummate a transaction in a timely manner. The extent to which
COVID-19 may impact our search for a business combination will depend on future developments which are uncertain and
cannot be predicted. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive
period, our ability to consummate a business combination, or the operations of a target business with which we
ultimately consummate a business combination may be materially adversely affected.
6
NOTE 2. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
a. USE OF ESTIMATES
The preparation of financial
statements in conformity with accounting principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during
the reporting period. Significant estimates and assumptions made by management include, but are not limited to,
the determination of the provision for income taxes. The Company bases the estimates on historical experience and
on various other assumptions that are believed to be reasonable. Actual results could differ from those
estimates.
b. INCOME TAXES
The Company accounts for income
taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for
the expected future tax consequences of events that have been included in the financial statements. Under this method,
deferred tax assets and liabilities are determined based on the differences between the financial statements and tax
basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to
reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the
period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes
these assets will more likely than not be realized. In making such determination, the Company considers all available
positive and negative evidence, including future reversals of existing taxable temporary differences, projected future
taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against
deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it
would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company
would make an adjustment to the valuation allowance which would reduce the provision for income taxes.
The Company follows the accounting
guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than
not that the position will be sustained upon examination, including resolutions of any related appeals or litigation
processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at
the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement,
de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
c. FAIR VALUE OF FINANCIAL
INSTRUMENTS
The Company adopted the ASC-820
“Fair Value Measurement” related to fair value measurement at inception. The standard defines fair value, establishes a
framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other
accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair
value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As
such, fair value is a market-based measurement that should be determined based on assumptions that market participants
would use in pricing an asset or liability. As a basis for considering such assumptions, the standard established a
three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
7
-
Level 1: Observable inputs such as quoted prices in active markets;
-
Level 2: Inputs, other than quoted prices in active markets, that are observable
either directly or indirectly; and
-
Level 3: Unobservable inputs in which there is little or no market data, which
require the reporting entity to develop its own assumptions.
At each of March 31, 2021 and
December 31, 2020, the carrying amount of due to related party, and accounts payable and accrued liabilities
approximates fair value because of the short maturity of these instruments.
d. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share
excludes any dilutive effects of options, warrants, and convertible securities. Basic earnings per share is computed
using the weighted average number of shares of common stock and common stock equivalent shares outstanding during the
period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. The Company
did not have any stock equivalent shares for the three months ended March 31, 2021 and 2020.
Loss per share is computed by
dividing reported net loss by the weighted average number of common shares outstanding during the period. The
weighted-average number of common shares used in the calculation of basic loss per share was 5,658,123 and 5,658,123 for
the three months ended March 31, 2021 and 2020, respectively.
e. RELATED PARTIES
Parties are considered to be
related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are
controlled by, or are under common control with the Company. Related parties also include principal owners of the
Company, its management, members of the immediate families of principal owners of the Company and its management and
other parties with which the Company may deal if one party controls or can significantly influence the management or
operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing
its own separate interests.
f. RECENT ACCOUNTING POLICIES
The Company believes there was no
new accounting guidance adopted but not yet effective that either has not already been disclosed in prior reporting
periods or is relevant to the readers of the Company’s financial statements.
8
The
Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it
is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a
study to determine the consequence of the change to its financial statements and assures that there are proper controls
in place to ascertain that the Company’s financials properly reflect the change.
Note 3 – Going concern
The accompanying unaudited condensed financial statements have been
prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. As of March 31, 2021, we had an accumulated deficit of $29,162,099. In addition, the
Company’s current liabilities exceed its current assets by $427,529 as of March 31, 2021.
The Company’s management believes
that its operations may not be sufficient to fund operating cash needs over at least the next 12 months. The
Company has no significant assets and continues to depend on affiliates to provide funds to pay its ongoing expenses.
There can be no assurance however that the Company will be able to raise additional capital when needed, or at terms
deemed acceptable, if at all. These factors raise substantial doubt about the company’s ability to continue as a going
concern within one year after the date that the unaudited condensed financial statements are issued.
The unaudited condensed financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification
of liabilities that might result should the Company be unable to continue as a going concern.
Note 4 – Related party transactions
Due to related parties
Prior to October 18, 2016, the Company’s employees provided
administrative/accounting support for three golf retail stores, named Saint Andrews Golf Shop ("SAGS"), Las Vegas
Golf and Tennis ("Boca Store") and Las Vegas Golf and Tennis Superstore (“Westside 15 Store”), (a company owned by
Ronald Boreta, the Company's President, and his brother, John Boreta, a Director of the Company). The SAGS store is the
retail tenant in the TMGE.
AAGC, a company owned by Ronald Boreta, has advanced funds to pay
certain expenses of the Company.
At March 31, 2021 and December 31, 2020, the total amounts owed to AAGC
were $392,912 and $361,987 respectively.
Note 5 – Stockholders' deficit
PREFERRED STOCK
Preferred stock, $0.001 par
value, 5,000,000 shares authorized, no shares issued and outstanding as of March 31, 2021 and December 31, 2020.
The Company’s Board of Directors shall determine the rights, preferences, privileges and restrictions of the preferred
stock, including dividends rights, conversion rights, voting rights, terms of redemption, liquidation preferences,
sinking fund terms and the number of shares constituting any series or the designation of any series.
9
COMMON STOCK
Effective February 15, 2021, the
number of authorized common stock, $0.001 par value, was increased to 500,000,000 shares.
There were 5,658,123 and 5,658,123
shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively.
Note 6 – Subsequent Events
Management has evaluated all subsequent events through the date of the
filing and determined that there were none.
10
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
Forward-Looking Statements
This document contains “forward-looking statements.” All statements
other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities
laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of
the plans, strategies and objections of management for future operations; any statements concerning proposed new
services or developments; any statements regarding future economic conditions or performance; any statements or belief;
and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,” “could,”
“estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking
statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned
not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We
do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after
the dates they are made. You should, however, consult further disclosures we make in future filings of our Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Although we believe that the expectations reflected in any of our
forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any
of our forward-looking statements. Our future financial condition and results of operations, as well as any
forward-looking statements, are subject to change inherent risks and uncertainties. The factors affecting these risks
and uncertainties include, but are not limited to:
-
increased competitive pressures from existing competitors and
new entrants;
-
deterioration in general or regional economic conditions;
-
adverse state or federal legislation or regulation that
increases the costs of compliance, or adverse findings by a regulator with respect to existing
operations;
-
loss of customers or sales weakness;
-
inability to achieve future sales levels or other operating
results;
-
the inability of management to effectively implement our
strategies and business plans; and
-
the other risks and uncertainties detailed in this report.
11
Overview of Current Operations
On October 18, 2016 the Company
completed the closing of the Transfer Agreement for the sale and transfer of the Company’s 51% interest in All American
Golf Center, Inc. (“AAGC”), which constituted substantially all of the Company’s assets. As a result of the closing of
the Transfer Agreement, the Company now has no or nominal operations and no or nominal assets and is therefore
considered to be a “Shell Company” as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
At this time, our purpose is to
seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by
persons or firms who or which desire to seek the perceived advantages of a corporation whose securities are registered
pursuant to the Exchange Act. We will not restrict our search to any specific business or geographical
location.
This discussion of our proposed
business is purposefully general and is not meant to be restrictive of our discretion to search for and enter into
potential business opportunities.
Management anticipates that we may
be able to participate in only one potential business venture because we have nominal assets and limited financial
resources. This lack of diversification should be considered a substantial risk to our shareholders because it will not
permit us to offset potential losses from one venture against gains from another.
We may seek a business opportunity
with entities that have recently commenced operations, or that wish to utilize the public marketplace in order to raise
additional capital in order to expand into new products or markets, to develop a new product or service, or for other
corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries.
The Company has not entered into
any definitive or binding agreements and there are no assurances that such transactions will occur. Such a
combination would normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. The
Company may determine to structure any business combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.
It is anticipated that any
securities issued in any such business combination would be issued in reliance upon an exemption from registration under
applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of such securities immediately after the transaction is
consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity
after the Company has entered into an agreement for a business combination or has consummated a business combination.
The issuance of additional securities and their potential sale into any trading market in the Company's securities may
depress the market value of the Company's securities in the future.
In late 2019, there was an outbreak of a new strain of coronavirus
(“COVID-19”) which appears to have originated from Wuhan, China. COVID-19 has since spread to over 100 countries,
including every state in the United States. On March 11, 2020, the World Health Organization declared the COVID-19
outbreak a global pandemic and on March 13, 2020 the United States declared a national emergency with respect to
COVID-19. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, constrained
work force participation and created significant volatility and disruption of financial markets. The extent of the
impact of the COVID-19 pandemic on the Company’s ability to execute its business plan will depend on future
developments, including the duration and spread of the COVID-19 outbreak, continued restrictions on travel and transport
and the continued impact on worldwide economic and geopolitical conditions, all of which are uncertain and cannot be
predicted.
12
Results of Operations for the three months ended March 31, 2021 and
2020 compared.
INCOME:
Revenue
There were no revenues for the three months ended March 31, 2021 and
2020.
Cost of Sales/Gross Profit Percentage of Sales
There was no cost of sales for the three months ended March 31, 2021
and 2020.
EXPENSES:
General and Administrative Expenses
General and administrative expenses for the three months ended March
31, 2021 were $42,945, an increase of $19,457 or 82.84%, from $23,488 for the three months ended March 31, 2019.
This change is due to increased attorneys’ fees, which increased by $15,120 in 2021.
There was no depreciation and amortization expense for the three months
ended March 31, 2021 and 2020.
Interest Expenses
There were no interest expenses for the three months ended March 31,
2021 and 2020.
Net Loss
We had a net loss of $42,945 for the three months ended March 31, 2021
as compared to net loss of $23,488 for the three months ended March 31, 2019, an increase of $19,457 or 82.84%. The
increased net loss was primarily due to the increase in attorneys’ fees.
13
Liquidity and Capital Resources
The following table summarizes our current assets,
liabilities, and working capital at March 31, 2021 compared to December 31, 2020.
|
March 31,
2021
|
December 31, 2020
|
Increase / (Decrease)
|
$
|
%
|
|
|
|
|
|
Current Assets
|
$172
|
$69
|
$103
|
149.3%
|
Current Liabilities
|
427,701
|
384,653
|
43,048
|
11.2%
|
Working Capital
Deficit
|
$427,529
|
$384,584
|
|
|
Going Concern
The accompanying unaudited
condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. As of March 31, 2021, we had an accumulated
deficit of $29,162,099. In addition, the Company’s current liabilities exceed its current assets by $427,529 as of March
31, 2021.
The Company’s management believes
that its operations may not be sufficient to fund operating cash needs over at least the next 12 months. The Company has
no significant assets and continues to depend on affiliates to provide funds to pay its ongoing expenses. There can be
no assurance however that the Company will be able to raise additional capital when needed, or at terms deemed
acceptable, if at all. These factors raise substantial doubt about the Company’s ability to continue as a going concern
within one year after the date that the unaudited condensed financial statements are issued.
The unaudited condensed financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification
of liabilities that might result should the Company be unable to continue as a going concern.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to
investors.
Critical Accounting Policies and Estimates
Related party transactions: Parties are considered
to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are
controlled by, or are under common control with the Company. Related parties also include principal owners of the
Company, its management, members of the immediate families of principal owners of the Company and its management and
other parties with which the Company may deal if one party controls or can significantly influence the management or
operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing
its own separate interests.
14
Recent Accounting Developments
The Company believes there are no new accounting standards adopted but
not yet effective that are relevant to the readers of our financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and
that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer
and Principal Financial Officer to allow timely decisions regarding required financial disclosure.
As of the end of the period covered by this report, the Company’s
management carried out an evaluation, under the supervision of and with the participation of the Chief Executive Officer
and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act). Based upon that evaluation, the Company’s
Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were
not effective as of the end of the period covered by this report, to provide reasonable assurance that information
required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, completely and accurately, within the time periods specified in SEC rules and forms
due to a control deficiency. Specifically, at March 31, 2021 we did not have sufficient personnel to allow segregation
of duties to ensure the completeness or accuracy of our information. Due to the size of the Company and its limited
operations, we are unable to remediate this deficiency until we acquire or merge with another company.
Changes in Internal Control over Financial Reporting
There were no changes in internal control over financial reporting that
occurred during the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to affect, the
Company’s internal control over financial reporting.
15