NOTE 2—LIQUIDITY AND GOING CONCERN

The Company intends to finance its activities through:

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managing current cash on hand; and

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seeking additional funds raised in the future.

The Company has experienced recurring losses and negative cash flow from operations since emerging from bankruptcy. There is substantial doubt about the Company’s ability to continue as a going concern as it is dependent on its ability to obtain short term financing and ultimately to generate sufficient cash flow to meet its obligations on a timely basis in order to attain profitability, as well as successfully obtain financing on favorable terms to fund the Company’s long term plans. The Company continually projects anticipated cash requirements, which may include business combinations, capital expenditures, and working capital requirements. As of December 31, 2015, the Company had cash of approximately $4, a working capital deficit of approximately $867 including $665 of notes payable to stockholders due August 2016, and a total shareholders’ deficit of $866. During the six months ended December 31, 2015, the Company used approximately $208 of cash for operations. The Company’s existing liquidity is not sufficient to fund its operations, anticipated capital expenditures, working capital and other financing requirements for the foreseeable future.

The Company needs to raise additional capital to cover its budgeted operating and capital expenditures. If the capital raising efforts are not successful, the Company might not be able to continue as a going concern. The consolidated 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 be necessary should the Company not be able to continue as a going concern. These factors among others create substantial doubt about the Company’s ability to continue as a going concern.

On September 3, 2015, the Company issued secured convertible promissory notes (the “Secured Convertible Notes”) in the principal amount of $25 to each of its two principal stockholders, for an aggregate of $50, each an existing secured lender to the Company. On October 30, 2015, the Company issued a new Secured Convertible Notes in the principal amount of $25 to each of its two principal stockholders, for an aggregate of $50, each an existing secured lender to the Company.

On December 9, 2015, the Company issued a new Secured Convertible Notes in the principal amount of $25 to each of its two principal stockholders, for an aggregate of $50, each an existing secured lender to the Company. The Secured Convertible Notes have a maturity date of August 31, 2016 and bear interest at the rate of 5.0% per annum, payable at maturity. The obligations of the Company under the Secured Convertible Notes are secured by a first priority security interest in all of the property of the Company pursuant to letter agreements, with its two principal stockholders. The proceeds of the Secured Convertible Notes were utilized by the Company to fund its working capital needs (See Note 5).