We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of the date of the period covered by this report, the Company has $4,343 in cash. There are no assurances that the Company will be able to secure any additional funding as needed. Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however there is no assurance of additional funding being available.
We do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses. However, if we do, at present, we contemplate that at least one of the third parties who may introduce business combinations to us may be our majority shareholder, Paragon, or certain of its affiliates. Alan Donenfeld, our sole officer and director is also the managing member of the General Partner of Paragon. There is currently no signed agreement or preliminary agreements or understandings between us and Paragon. Any finders fees paid to Paragon will be comparable with unaffiliated third party fees.
As of April 30, 2012, the Company received an aggregate of $40,000 from Paragon to pay for fees and expenses incurred by the Company in connection with its Securities Exchange Act reporting requirements evidenced by a written demand note.
Our audit reflects the fact that we do not have sufficient revenue to cover expenses. Our condition is at present under-capitalized. The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.
The Company has not conducted any active operations since the divestment of the ATM machine sales operations as of October 31, 2008. No revenue has been generated by the Company for the fiscal years ended April 30, 2012 and 2011. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.
For the fiscal year ended April 30, 2011, the Company had a net loss of $45,291 comprised of general and administrative expenses including legal, accounting, audit, and other professional service fees incurred in relation to the filing of the Company’s periodic reports on Form 10-K and Form 10-Q.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 & Note 6 to the financial statements, the Company is a shell company as defined in Rule 12b-2 of the Exchange Act. The Company realized a net loss of $45,291 for the year ended April 30, 2011 along with an accumulated deficit of $4,199,144 as of April 30, 2011. The Company’s current business is to pursue a business combination through acquisition, or merger with, an existing company. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, locate and complete a merger with another company and ultimately achieve profitable operations. No assurances can be given that the Company will be successful in locating or negotiating with any target company. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The summary of significant accounting policies is presented to assist in the understanding of the financial statements. The financial statements and notes are the representation of management. These policies conform to accounting principles generally accepted in the United States of America and have been consistently applied.
For the years ended April 30, 2012 and 2012, the Company did not realize any revenue.
As of April 30, 2012, the authorized common stock of the Company consists of 100,000,000 shares of common stock with a par value of $0.0001 and 10,000,000 shares of preferred stock with a par value of $0.0001.
During the year ended April 30, 2012, the Company did not issue any shares of preferred stock.
As of April 30, 2011, if Mr. Donenfeld and Paragon Capital LP exercised the warrants that were granted, they would be required to pay $975,000, except for a cashless exercise right, as adjusted for the reverse stock split effective April 27, 2011.
As of April 30, 2012, the Company had an aggregate of $40,000 written non-interest bearing demand notes payable to Paragon Capital LP.
The Company has evaluated subsequent events through the date of financial statement issuance. On June 5, 2012, we issued a $20,000 demand promissory note to Paragon Capital LP, an affiliate of our sole officer and director (the “Demand Note”). The Demand Note bears no interest and is due and payable on demand.