2. GOING CONCERN

Historically, the Company’s primary sources of liquidity have been cash flows from the issuance of common stock and capital contributions from existing shareholders to pay for expenses in excess of the cash proceeds of Common Stock issuances. The Company’s ability to meet its future obligations is dependent upon its ability to complete its Securities and Exchange Commission (“SEC”) registration, raise capital and close on a potential business combination as discussed in Note 1. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

While there can be no assurances, the Company intends to raise such capital through issuances of additional equity raises and pursuit of mergers and business combinations. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these financial statements are available to be issued. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.