The following discussion and analysis should be read in conjunction with, and is
qualified in its entirety by, our financial statements (and notes related
thereto) and other more detailed financial information appearing elsewhere in
this Quarterly Report on Form 10-Q. Consequently, you should read the following
discussion and analysis of our financial condition and results of operations
together with such financial statements and other financial data included
elsewhere in this Quarterly Report on Form 10-Q. Some of the information
contained in this discussion and analysis are set forth elsewhere in this
prospectus, including information with respect to our plans and strategy for our
business, includes forward-looking statements that involve risks and
uncertainties. You should review the “Risk Factors” section of our Annual Report
on Form 10-K for a discussion of important factors that could cause actual
results to differ materially from the results described in or implied by the
forward-looking statements contained in the following discussion and analysis.
Statements in this section and elsewhere in this Form 10-Q that are not
statements of historical or current fact constitute “forward-looking”
statements.
OVERVIEW OF OUR PERFORMANCE AND OPERATIONS
Our Business and Recent Developments
“Company”) was incorporated in the
the name
last filed a financial report with the
2017
Company based on prior management abandoning its responsibilities to continue
making filings at the
a shareholders’ meeting in over 3 years and otherwise failing to keep current in
its obligations to the Company. Upon motion and application to the District
Court,
Company (“Custodian”). Upon granting the motion, the Court issued an Order
acknowledging that the Custodian has performed all of the duties that had been
required of it and the management of the Company will revert exclusively to the
officers and directors appointed by the Custodian. In the Revival of the
Company, Investment Reserves Series, as the Custodian of the Company, appointed
The Company is a “blank check company,” as that term is defined in Rule
419(a)(2) of Regulation C of the Securities Act of 1933, as amended. We have not
had preliminary contact or discussions with, nor do we have any present plans,
proposals, arrangements, or understandings with, any representatives of the
owners of any business or company regarding the possibility of an acquisition or
merger. We are a “shell company” within the meaning of Rule 405, promulgated
pursuant to Securities Act, because we do have no hard assets and real business
operations.
From inception until the date of this filing we have had limited operating
activities, primarily consisting of the incorporation of our company and the
initial equity funding by our sole officer and director. We received our initial
funding of
purchased 4,000,000 shares of common stock at
auditor has issued an audit opinion for our Company which includes a statement
expressing substantial doubt as to our ability to continue as a going concern.
Previous business operations of the Company generated limited revenues and the
Company currently has no business operations.
No revenue has been generated in the last two years ended
On
statement on Form 15-15D pursuant to Rule 15d-6 and our termination becomes
effective 90 days thereafter. The Company has since been seeking a merger
target and has been evaluating various opportunities.
We never sold any securities under the offering statement, so there was no need
to keep the prospectus and Form S-1 filing current.
13
The Company filed a Registration Statement; Form-10-12g on
effective 60 days post filing.
We are subject to the requirements of Regulation 13A under the Exchange Act,
which require us to file annual reports on Form 10-K, quarterly reports on Form
10-Q and current reports on Form 8-K, and we are required to comply with all
other obligations of the Exchange Act applicable to issuers filing registration
statements pursuant to Section 12(g) of the Exchange Act.
We are not currently engaged in any business operations. We are, however, in the
process of attempting to identify, locate, and if warranted, acquire new
commercial opportunities. The Company is currently attempting to locate and
negotiate with eligible portfolio companies to acquire an interest in them. In
addition to acquiring an interest in them, the Company intends to assist these
portfolio companies with raising capital and offer them substantial managerial
assistance needed to succeed.
The authorized capital stock of
consists of 290,000,000 shares of Common Stock,
“Common Stock”) and 10,000,000 shares of Preferred Stock,
share (the “Preferred”).
As of our previous year ended
of Common Stock issued and outstanding and no shares of Preferred Stock issued
and outstanding.
As of the three months ended
Common Stock issued and outstanding and no shares of Preferred Stock issued and
outstanding.
Our Business
The Company is currently attempting to locate and negotiate with eligible
portfolio companies to acquire an interest in them. In addition to acquiring an
interest in them, the Company intends to assist these portfolio companies with
raising capital and offer them substantial managerial assistance needed to
succeed.
We are currently considered a shell company Rule 405 defines a shell company as
a company with 1) no or nominal operations, and either 2)no or nominal assets,
3) assets consisting solely of cash and cash equivalents, or 4) assets
consisting of any amount of cash and cash equivalents and nominal other assets.
We will remain classified as a shell company until we qualify for an exemption
pursuant to Rule 144 (i)(2) by meeting the following requirements:
Science & Technology Group
a year, it mandatorily files reports with the
reports during the past 12 months, and it has been over a year since the current
Form 10 information was filed. Security holders will not be able to rely on Rule
144 for the resale of restricted and/or control securities as long as JMKJ
remains classified as a shell corporation.
Our current business address is:
Our telephone number is (315) 451-7515.
This location serves as our primary office for planning and implementing our
business plan. Management believes the current premises arrangements are
sufficient for its needs for at least the next 12 months.
Employees
We have no employees.
14
Results of Operations for the Three Months Ended
31, 2021
Revenues
We have generated revenues of
2022
Operating and Administrative Expenses
Operating expenses for the three months ended
compared with
in operating expenses were attributable to a increase in professional fees, from
ended
fees, from
three months ended
Loss from Operations
Operating Loss before income tax for the three months ended
was
2021
primarily attributable to Professional fees, that included Auditor and Internal
Accounting fees for quarterly and annual filings.
Net loss
The Net loss for the three months ended
to a Net loss of
increase was primarily attributable to Professional fees, that included Auditor
and Internal Accounting fees for quarterly and annual filings for 2022.
Liquidity and Capital Resources
As of the year ended
2022
As of the last year ended,
of
Payable –
These amounts are non-interest bearing, payable upon demand and unsecured.
As of the three months ended
liabilities of
Accounts Payable –
with
Payable. These amounts are non-interest bearing, payable upon demand and
unsecured.
As of the last year ended
deficit of
As of the three months ended
capital deficit of
15
Working Capital and Cash Flows
Working Capital December 31, September 30,
2022 2022
Current Assets $ 95 $ 68
Current Liabilities 44,443 39,557
Working Capital (Deficit) $ 44,348 $ 39,489
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