ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
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
Nine Alliance Science & Technology Group (“Nine Alliance”,
“We”, or the “Company”) was incorporated in the State of Nevada on September 12, 2014, under the name Paramount
Supply Inc. The Company then known as Paramount Supply Inc. last filed a financial report with the SEC on August 25, 2017. On September
29, 2017, our name was changed to Nine Alliance Science & Technology Group. On August 27, 2020, a motion and application was made
to appoint a Custodian of the Company based on prior management abandoning its responsibilities to continue making filings at the Nevada
Secretary of State’s office and for failing to hold 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, Clark County Nevada, the Court granted
the request for Custodian for the 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 Joseph Passalaqua as CEO, CFO and Secretary.
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 $4,000 from a previous sole officer and director at that time who purchased 4,000,000 shares of common
stock at $0.001 per share. Our independent 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 September 30,
2021 and September 30, 2022 and in the six months ended March 31, 2023.
On June 2, 2021, we voluntarily filed a termination of our registration
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.
The Company filed a Registration Statement; Form-10-12g on June
16, 2021 and was 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 Nine Alliance Science & Technology Group
consists of 290,000,000 shares of Common Stock, $0.0001 par value per share (the “Common Stock”) and 10,000,000 shares of
Preferred Stock, $0.0001 par value per share (the “Preferred”).
13
As of our previous year ended September 30, 2022, there were 225,000,000
shares of Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding.
As of the six months ended March 31, 2023, there were 225,000,000 shares
of 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: Nine Alliance Science & Technology
Group is no longer a shell company and has not been one for a year, it mandatorily files reports with the SEC, it has filed all required
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: 7325 Oswego Road, Liverpool, NY 13090 .
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.
Results of Operations for the Three Months Ended March 31, 2023 and
March 31, 2022
Revenues
We have generated revenues of $0 and $0 for the three months ended March
31, 2023 and March 31, 2022.
Operating and Administrative Expenses
Operating expenses for the three months ended March 31, 2023 were $12,570
compared with $4,922 for the three months ended March 31, 2022. The increase in operating expenses were attributable to a increase
in Professional fees, from $998 for the three months March 31, 2022 to $6,890 for the three months ended March 31, 2023 and an increase
in General and Administrative fees, from $3,924 for the three months ended March 31, 2022 to $5,680 for the three months ended March 31,
2023.
Loss from Operations
Operating Loss before income tax for the three months ended March 31, 2023
was $(12,570), an increase of $7,648 for the comparable period of March 31, 2022, of which the loss from operations was $(4,922). This
increase was attributable to Professional fees and General and Administrative fees that included Auditor and Internal Accounting fees
and EDGAR/XBRL formatting fees for quarterly and annual filings for 2022/2023.
Net loss
The Net loss for the three months ended March 31, 2023 was $(12,570), compared
to a Net loss of $(4,922) for the three months ended March 31, 2022. This increase was attributable to Professional fees and General
and Administrative fees that included Auditor and Internal Accounting fees and EDGAR/XBRL formatting fees for quarterly and annual filings
for 2022/2023.
14
Results of Operations for the Six Months Ended March 31, 2023 and
March 31, 2022
Revenues
We have generated revenues of $0 and $0 for the three months ended March
31, 2023 and March 31, 2022.
Operating and Administrative Expenses
Operating expenses for the six months ended March 31, 2023 were $17,429
compared with $9,367 for the six months ended March 31, 2022. The increase in operating expenses were attributable to a increase
in Professional fees, from $6,073 for the six months March 31, 2022 to $10,191 for the six months ended March 31, 2023 and an increase
in General and Administrative fees, from $3,294 for the six months ended March 31, 2022 to $7,238 for the six months ended March 31, 2023.
Loss from Operations
Operating Loss before income tax for the six months ended March 31, 2023
was $(17,429), an increase of $8,062 for the comparable period of March 31, 2022, of which the loss from operations was $(9,367). This
increase was attributable to Professional fees and General and Administrative fees that included Auditor and Internal Accounting fees
and EDGAR/XBRL formatting fees for quarterly and annual filings for 2022/2023.
Net loss
The Net loss for the six months ended March 31, 2023 was $(17,429), compared
to a Net loss of $(9,367) for the six months ended March 31, 2022. This increase was attributable to Professional fees and General and
Administrative fees that included Auditor and Internal Accounting fees and EDGAR/XBRL formatting fees for quarterly and annual filings
for 2022/2023.
Liquidity and Capital Resources
As of the year ended September 30, 2022 and the three months ended March
31, 2023, the Company's total assets were $68 and $2,087, respectively.
As of the last year ended, September 30, 2022, the Company had total liabilities
of $39,557 that consisted of $15,830 in Accounts Payable, $7,000 in Accounts Payable – Related Party and $14,424 in Notes Payable
- Related Party, ( with Joseph Passalaqua the Related Party for both) and $2,303 in Income Tax Payable. These amounts are non-interest
bearing, payable upon demand and unsecured.
As of the six months ended March 31, 2023, the Company had total liabilities
of $59,005 that consisted of $11,937 in Accounts Payable, $9,500 in Accounts Payable – Related Party and $35,265 in Notes Payable
- Related Party, ( with Joseph Passalaqua the Related Party for both) and $2,303 in Income Tax Payable. These amounts are non-interest
bearing, payable upon demand and unsecured.
As of the last year ended September 30, 2022, the Company has a working
capital deficit of $39,489.
As of the six months ended March 31,
2023, the Company has a working capital deficit of $56,918.
15
Working Capital and Cash Flows
Working Capital | |
March 31, | |
September 30, |
| |
2023 | |
2022 |
| |
| |
|
Current Assets | |
$ | 2,087 | | |
$ | 68 | |
Current Liabilities | |
| 59,005 | | |
| 39,557 | |
Working Capital (Deficit) | |
$ | 56,918 | | |
$ | 39,489 | |
Cash Flows | |
March 31, | |
March 31, |
| |
2023 | |
2022 |
| |
| |
|
Cash Flows from (used in) Operating Activities | |
$ | (18,822 | ) | |
$ | (28,694 | ) |
Cash Flows from (used in) Financing Activities | |
| 20,841 | | |
| 28,694 | |
Net Increase (decrease) in Cash During Period | |
$ | 2,019 | | |
$ | — | |
| |
| | | |
| | |
Cash Flows from Operating Activities
During the six months ended March 31, 2023 and March 31, 2022, the Company
had $18,822 and $28,694, respectively, in cash used for operating activities.
Cash Flows from Financing Activities
During the six months March 31, 2023 and March 31, 2022, the Company had
$20,841 and $28,694, respectively, in cash received from financing activities.
Critical Accounting Policies
Going Concern
We have not attained profitable operations and are
dependent upon the continued financial support from our shareholders, the ability toeewx raise equity or debt financing, and the attainment
of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going
concern.
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.
The Company, as of the date of this report had
approximately $2,087 in cash and has not earned any revenues from operations to date. For the last six months ending March 31, 2023, our
operating expenses were $17,429. In the previous two fiscal years our operating expenses were $33,890 and $17,308 in the years ended September
30, 2022 and September 30, 2021 respectively, consisting primarily of professional fees, administrative expenses and filing fees. The
ongoing expenses of the Company will be related to seeking out a suitable acquisition as well as mandatory filing requirements including
our reporting requirements under the Securities Exchange Act of 1934 of the registration statement filed.
16
The Company continues to rely on borrowings and financings
either arranged by the Company’s President or through entities controlled by the President. In the next 12 months we expect to
incur expenses equal to approximately $20,000 related to legal, accounting, audit, and other professional service fees incurred in relation
to the Company’s Exchange Act filing requirements. The costs related to the acquisition of a business combination target company
vary widely and are dependent on a variety of factors including, but not limited to, the amount of time it takes to complete a business
combination, the location of the target company, the size and complexity of the business of the target company, whether stockholders
of the Company prior to the transaction will retain equity in the Company, the scope of the due diligence investigation required, the
involvement of the Company’s auditors in the transaction, possible changes in the Company’s capital structure in connection
with the transaction, and whether funds may be raised contemporaneously with the transaction. Therefore, we believe such costs are unascertainable
until the Company identifies a business combination target. These conditions raise substantial doubt about our ability to continue as
a going concern. The Company is currently devoting its efforts to locating merger candidates. The Company’s ability to continue
as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another
company, and ultimately, achieve profitable operations.
The Company may consider a business which has recently commenced operations,
is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or
service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital.
Our management believes that the public company status that results from a combination with the Company will provide such company greater
access to the capital markets, increase its visibility in the investment community, and offer the opportunity to utilize its stock to
make acquisitions. There is no assurance that we will in fact have access to additional capital or financing as a public company. In the
alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional
capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant
expense, and loss of voting control which may occur in a public offering.
Our sole officer and director has not had any preliminary contact or discussions
with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially
unstable company or an entity in its early stages of development or growth, including entities without established records of sales or
earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early
stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized
by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there
can be no assurance that we will properly ascertain or assess all significant risks.
Our management anticipates that it will likely be able
to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective
stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business
in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture against gains from another.
The Company anticipates that the selection of a business combination will be complex and extremely risky. While the Company is in a competitive market with a small number of business opportunities, through information obtained from industry professionals including attorneys, investment bankers, and other consultants with experience in the reverse merger industry, our management believes that there are opportunities for a business combination with firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. |
We do not currently intend to retain any entity to act as a “finder”
to identify and analyze the merits of potential target businesses.
17
We have not established a specific timeline nor have we created a
specific plan to identify an acquisition target and consummate a business combination. We expect that our management and the Company,
through its various contacts and affiliations with other entities will locate a business combination target. We expect that funds in the
amount of approximately $20,000 will be required in order for the Company to satisfy its Exchange Act reporting requirements during the
next 12 months, in addition to any other funds that will be required in order to complete a business combination. Such funds can only
be estimated upon identifying a business combination target. Our management and stockholders have indicated an intent to advance funds
on behalf of the Company as needed in order to accomplish its business plan and comply with its Exchange Act reporting requirements, however,
there are no agreements in effect between the Company and our management or stockholders specifically requiring they provide any funds
to the Company. Therefore, there are no assurances that the Company will be able to obtain the required financing as needed in order to
consummate a business combination transaction.
The effects of Covid -19 could impact our ability to operate under the going
concern and maintain sufficient liquidity to continue operations. The impact of COVID-19 on companies is evolving rapidly and its future
effects are uncertain. There are material uncertainties from Covid-19 that cast significant doubt on the company’s ability to operate
under the going concern. It is possible that our company will have issues relating to the current situation that will need to be considered
by management in the future. There will be a wide range of factors to take into account in going concern judgments and financial projections
including travel bans, restrictions, government assistance and potential sources of replacement financing, financial health of suppliers
and customers and their effect on expected profitability and other key financial performance ratios including information that shows whether
there will be sufficient liquidity to continue to meet obligations when they are due.
The Company filed a Form 10K for the year ended September 30, 2022 and a
Form 10Q ended March 31, 2023 and will continue to file all required annual and quarterly reports on schedule. Management believes that
this plan provides an opportunity for the Company to continue as a going concern. The ability to continue as a going concern is dependent
upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay
its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next
twelve months with existing cash on hand and loans from directors and/or private placement of common stock. The failure to achieve the
necessary levels of profitability or obtaining additional funding would be detrimental to the Company.
Off-Balance Sheet Arrangements
We have not entered into 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 and would be considered material to investors.
Default on Notes
There are currently no notes in default.
Other Contractual Obligations
As of the year ended September 30, 2022
and the six months ended March 31, 2023, we did not have any contractual obligations.