Serve Robotics Inc.(SERV) - 2023 Q2 - Quarterly Report

PART I - FINANCIAL INFORMATION Financial Statements The company reported no revenue, increasing net losses, and a worsening stockholders' deficit, with cash primarily from stockholder notes, anticipating a merger-driven change of control Condensed Balance Sheets As of June 30, 2023, the company's total assets were $9,236, with a stockholders' deficit of $152,864, primarily due to increased stockholder note payable Condensed Balance Sheet Data (Unaudited) | Account | June 30, 2023 (USD) | December 31, 2022 (USD) | | :--- | :--- | :--- | | Assets | | | | Cash | $9,236 | $457 | | Total Assets | $9,236 | $457 | | Liabilities & Stockholders' Deficit | | | | Accounts payable and accrued expenses | $10,600 | $10,000 | | Note payable - stockholder | $151,500 | $114,000 | | Total Liabilities | $162,100 | $124,000 | | Accumulated deficit | ($153,364) | ($124,043) | | Total Stockholders' Deficit | ($152,864) | ($123,543) | Condensed Statements of Operations The company reported no revenue for both periods, with a net loss of $17,839 for Q2 2023 and an increased six-month net loss of $29,321 driven by administrative expenses Statement of Operations Highlights (Unaudited) | Period | Three Months Ended June 30, 2023 (USD) | Three Months Ended June 30, 2022 (USD) | Six Months Ended June 30, 2023 (USD) | Six Months Ended June 30, 2022 (USD) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $0 | $0 | $0 | $0 | | General and administrative expenses | $17,839 | $19,190 | $29,321 | $27,078 | | Net Loss | ($17,839) | ($19,190) | ($29,321) | ($27,078) | | Net loss per share | ($0.00) | ($0.00) | ($0.01) | ($0.01) | Condensed Statement of Cash Flows Net cash used in operations was $28,721, offset by $37,500 from financing activities, resulting in a net cash increase of $8,779 for the six months ended June 30, 2023 Cash Flow Summary for Six Months Ended June 30 (Unaudited) | Cash Flow Activity | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Net cash used in operating activities | ($28,721) | ($24,578) | | Net cash provided by financing activities | $37,500 | $26,980 | | Net change in cash | $8,779 | $2,402 | | Cash - end of period | $9,236 | $2,673 | Notes to Condensed Financial Statements Notes clarify the company's shell status, 'going concern' issues due to accumulated deficit, and plans for financing through borrowings, highlighting the proposed merger with Serve Robotics Inc - The company is a shell corporation organized to acquire a target company, with no specific business, industry, or geographical restrictions[21] - Management has expressed substantial doubt about the company's ability to continue as a going concern due to an accumulated deficit of $153,364 as of June 30, 2023, with plans to finance operations through additional borrowings[38] - The company has a proposed merger agreement with Serve Robotics Inc., an autonomous sidewalk delivery company, which is expected to result in a change of control upon completion[40][41][42] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's 'blank check' status, reliance on stockholder loans, 'going concern' doubts, and the proposed merger with Serve Robotics Inc., noting consistent net losses - The company is a 'blank check' and 'shell company' with no revenue, primarily focused on achieving a business combination without industry or location restrictions[45][46] - On May 31, 2023, the company announced a proposed merger with Serve Robotics Inc., an autonomous sidewalk delivery company, which is expected to result in a change of control[62][63][64] - The company's ability to continue as a going concern is in doubt, relying on a promissory note from a stockholder, Mark Tompkins, with $151,500 outstanding as of June 30, 2023[53][54][69] Net Loss Summary (USD) | Period | Net Loss | | :--- | :--- | | Three months ended June 30, 2023 | $17,839 | | Three months ended June 30, 2022 | $19,190 | | Six months ended June 30, 2023 | $29,321 | | Six months ended June 30, 2022 | $27,078 | Quantitative and Qualitative Disclosures About Market Risk The company is exempt from market risk disclosures due to its qualification as a 'smaller reporting company' - As a 'smaller reporting company', the company is exempt from providing quantitative and qualitative disclosures about market risk[76] Controls and Procedures Management concluded that disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal control over financial reporting - Management evaluated the company's disclosure controls and procedures and found them to be effective as of June 30, 2023[78] - There were no material changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, these controls[79] PART II - OTHER INFORMATION Legal Proceedings The company is not a party to any material pending legal proceedings - There are no material pending legal proceedings to which the company is a party[82] Risk Factors The company is exempt from providing risk factor disclosures due to its 'smaller reporting company' status - As a 'smaller reporting company', the company is exempt from providing risk factor disclosures in this report[83] Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities during the period - None[84] Exhibits This section provides an index of exhibits filed with the Form 10-Q, including certifications and Inline XBRL data files - The report includes an exhibit index listing documents such as the Certificate of Incorporation, By-Laws, a Promissory Note, and Sarbanes-Oxley certifications[86]