UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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x
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended April 30, 2015
OR
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¨
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
COMMISSION FILE NUMBER 000-54552
NEW YORK SUB COMPANY
(Exact Name of small business issuer as specified in its charter)
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Nevada
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98-0671108
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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580 Cranes Way, Unit 256, Altamonte Springs, Florida 32701
(Address of principal executive offices) (Zip Code)
Issuer’s telephone Number: (315) 777-1515
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6365 NW 6th Way, Suite 160, Ft. Lauderdale, Florida 33309
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(Former name, former address and former fiscal year, if changed since last report)
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Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
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APPLICABLE ONLY TO CORPORATE ISSUERS
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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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25,660,000 common shares issued and outstanding as of June 18, 2015.
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Page
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PART I
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Item 1.
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3
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Item 2.
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9
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Item 3.
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14
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Item 4.
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14
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PART II
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Item 1.
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15
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Item 1A.
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15
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Item 2.
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15
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Item 3.
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15
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Item 4.
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15
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Item 5.
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15
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Item 6.
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15
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16
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PART I
ITEM 1. FINANCIAL STATEMENTS.
EXPLANATORY NOTE REGARDING FINANCIAL STATEMENTS
On April 10, 2015 we entered into a Share Exchange Agreement among Focus Franchising, Inc. (“Focus Franchising”) and its sole shareholder pursuant to which, on May 19, 2015, we acquired 100% of the issued and outstanding securities of Focus Franchising. Upon closing of the transaction, Focus Franchising became our wholly owned subsidiary and we adopted its business and operations. The financial statements included in this Quarterly Report on Form 10-Q for the period ended April 30, 2015 reflect our business, operations, and financial condition as they were prior to our acquisition of, and financial consolidation with, Focus Franchising.
(Formerly known as Easy Organic Cookery, Inc.)
BALANCE SHEETS
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April 30,
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July 31,
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2015
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2014
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(unaudited)
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ASSETS
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Current assets
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Cash
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$ |
- |
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$ |
- |
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Total current assets:
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- |
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- |
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Total assets
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$ |
- |
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$ |
- |
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities
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Accounts payable and accrued liabilities
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$ |
11,368 |
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$ |
3,213 |
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Loans from related party
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43,184 |
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- |
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Total current liabilities
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54,552 |
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3,213 |
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Total liabilities
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54,552 |
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3,213 |
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Stockholders' deficit
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Common stock, $0.001 par value, 1,500,000,000 shares authorized, 220,660,000 and 221,660,000 shares issued and outstanding as of April 30, 2015 and July 31, 2014, respectively
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220,660 |
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221,660 |
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Additional paid in capital
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54,937 |
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53,937 |
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Common stock subscription
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35,000 |
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35,000 |
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Accumulated deficit
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(365,149 |
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(313,810 |
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Total stockholders' deficit
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(54,552 |
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(3,213 |
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Total liabilities and stockholders' deficit
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$ |
- |
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$ |
- |
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The accompanying notes are an integral part of these condensed financial statements.
(Formerly known as Easy Organic Cookery, Inc.)
STATEMENTS OF OPERATIONS
(unaudited)
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Three months ended April 30,
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Nine months ended April 30,
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2015
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2014
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2015
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2014
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Revenues
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
- |
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Operating expenses:
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General and administrative
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4,842 |
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762 |
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11,339 |
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7,179 |
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Professional fees
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9,500 |
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1,150 |
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27,000 |
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7,900 |
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Management fees, related party
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6,500 |
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30,000 |
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13,000 |
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165,000 |
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Stock based compensation, related party
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- |
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2,500 |
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- |
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27,500 |
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Total operating expenses
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20,842 |
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34,412 |
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51,339 |
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207,579 |
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Net operating loss
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(20,842 |
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(34,412 |
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(51,339 |
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(207,579 |
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Other income (expense)
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- |
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- |
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- |
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- |
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NET LOSS
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$ |
(20,842 |
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$ |
(34,412 |
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$ |
(51,339 |
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$ |
(207,579 |
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Net loss per common share, basic
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$ |
(0.00 |
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$ |
(0.00 |
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$ |
(0.00 |
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$ |
(0.00 |
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Weighted average number of common shares outstanding-basic
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220,600,000 |
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220,660,000 |
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221,150,842 |
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220,660,000 |
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The accompanying notes are an integral part of these condensed financial statements.
(Formerly known as Easy Organic Cookery, Inc.)
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Nine months ended April 30,
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2015
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2014
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ |
(51,339 |
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$ |
(207,579 |
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Adjustments to reconcile net loss to net cash used in operating activities:
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Stock based compensation
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- |
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27,500 |
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Increase (decrease) in accounts payable and accrued expenses
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8,155 |
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1,035 |
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Increase in accounts payable, related party
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- |
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165,000 |
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Net cash used in operating activities
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(43,184 |
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(14,044 |
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from loans from related party
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43,184 |
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13,871 |
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Net cash provided by financing activities
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43,184 |
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13,871 |
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Net decrease in cash
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- |
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(173 |
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Cash, beginning of the period
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- |
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215 |
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Cash, end of period
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$ |
- |
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$ |
42 |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
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Interest paid
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$ |
- |
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$ |
- |
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Income taxes paid
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$ |
- |
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$ |
- |
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The accompanying notes are an integral part of these financial statements.
(Formerly known as Easy Organic Cookery, Inc.)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
APRIL 30, 2015
(unaudited)
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the presentation of the accompanying unaudited condensed financial statements follows:
BASIS OF PRESENTATION
New York Sub Company (the "Company," "we," "our," "us"), formerly known as Easy Organic Cookery, Inc., was incorporated in the State of Nevada on July 6, 2010 for the purpose of offering free organic recipes, easy and fast to prepare and also to provide services to deliver the right ingredients, appliances and complete organic food programs for those who want a healthier eco-friendly lifestyle every day.
On November 26, 2014, effective December 3, 2014, the Company changed its name from Easy Organic Cookery, Inc. to New York Sub Company. In addition, the Company’s quotation symbol on the Over-the-Counter Bulletin Board was changed from ECOO.OB to NSUB.OB.
INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three and nine months ended April 30, 2015 are not necessarily indicative of the operating results that may be expected for the year ended July 31, 2015. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended July 31, 2014 included in the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission ("SEC") on November 13, 2014.
GOING CONCERN
The Company's unaudited condensed financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of ($54,552), an accumulated deficit of ($365,149) and net loss from operations for the nine months ended April 30, 2015 of ($51,339). The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing shares. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
The unaudited condensed financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs.
NEW YORK SUB COMPANY
(Formerly known as Easy Organic Cookery, Inc.)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
APRIL 30, 2015
(unaudited)
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents held at April 30, 2015 or July 31, 2014.
The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At April 30, 2015 and July 31, 2014, the balance did not exceed the federally insured limit.
USE OF ESTIMATES AND ASSUMPTIONS
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of April 30, 2015 and July 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
Level 1: The preferred inputs to valuation efforts are "quoted prices in active markets for identical assets or liabilities," with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.
Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as "unobservable," and limits their use by saying they "shall be used to measure fair value to the extent that observable inputs are not available." This category allows "for situations in which there is little, if any, market activity for the asset or liability at the measurement date". Earlier in the standard, FASB explains that "observable inputs" are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.
NET LOSS PER SHARE
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
RECLASSIFICATION
Certain reclassifications have been made to the prior years’ data to conform to the current year presentation. These reclassifications had no effect on reported income (losses).
NEW YORK SUB COMPANY
(Formerly known as Easy Organic Cookery, Inc.)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
APRIL 30, 2015
(unaudited)
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS
There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.
NOTE 2 - STOCKHOLDERS' DEFICIT
On November 10, 2014, effective December 3, 2014, the Company filed amended and restated Articles of Incorporation increasing the number of authorized shares of common stock, $0.001 par value to 1,500,000,000.
In addition, the Company effected a 1-for-20 forward stock split of its issued and outstanding shares of common stock, $0.001 par value, whereby 11,083,000 outstanding shares of the Company’s common stock were exchanged for 221,660,000 shares of the Company's common stock. All per share amounts and number of shares in the unaudited condensed financial statements and related notes have been retroactively restated to reflect the forward stock split resulting in the reclassification of the Company’s stockholders’ equity which included an increase in the carrying value of common stock by $210,577 and a decrease in additional paid in capital by $210,577 at July 31, 2013.
On December 12, 2014, the Company canceled 1,000,000 shares of its common stock previously issued for services rendered.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company's officers have loaned funds to the Company for working capital purposes. The loans are unsecured, payable on demand and non-interest bearing. As of April 30, 2015 and July 31, 2014, there were $43,184 and $-0- in loans outstanding, respectively.
NOTE 4 – SUBSEQUENT EVENTS
Reverse Acquisition
On April 10, 2015 the Company entered into a Share Exchange Agreement among Focus Franchising, Inc. (“Focus Franchising”) and its sole shareholder pursuant to which the Company agreed, subject to satisfaction of certain closing conditions, to acquire 100% of the issued and outstanding securities of Focus Franchising by issuing to its sole shareholder 15,000,000 common shares in the capital stock of our company. Focus Franchising is a Florida corporation and the franchisor of full-service sandwich shops that offer submarine sandwiches, chili, soups, salads, beverages and other food products and services. The Company first announced the Share Exchange Agreement in our current report on Form 8-K filed on April 10, 2015.
On May 19, 2015 the Company closed the transaction pursuant to the Share Exchange Agreement by issuing 15,000,000 restricted common shares of our Company to the shareholder of Focus Franchising in reliance on the exemptions from registration set out Rule 506 under Regulation D and/or Section 4(2) of the Securities Act of 1933. The Company concurrently cancelled 210,000,000 of our previously issued and outstanding shares. The 15,000,000 common shares constitute approximately 58% of our issued and outstanding securities as at May 19, 2015. As a result of the closing, Focus Franchising has become the Company’s wholly owned subsidiary.
As a result of the cancellation of 210,000,000 of our common shares and issuance of 15,000,000 common shares pursuant to the share exchange agreement and share cancellation described in above, Focus Acquisitions, LLC acquired voting and dispositive control over approximately 58% (15,000,000 common shares) of the issued and outstanding voting securities. There are no arrangements or understandings among any of our shareholders known to our company with respect to the election of directors and other matters. The Company does not currently have any other arrangements which if consummated may result in a change of control of our company.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean New York Sub Company, unless otherwise indicated. We have no subsidiaries as of April 30, 2015 (see below).
Our Corporate History and Background
Our company was incorporated in the State of Nevada as a for-profit company on July 6, 2010 under the name Easy Organic Cookery, Inc. and established a fiscal year end of July 31. Our initial business plan was to develop a website to provide cooking and nutrition resources and related services. We were unable to execute our initial business plan due to unfavorable economic conditions and to our inability to raise significant capital through equity financing. As a result our management has since engaged in the evaluation of alternative strategies to preserve the investment of our shareholders in our common shares and to ensure our continuation as a going concern. These strategies have included sourcing additional forms of financing, and seeking opportunities for the development of our business through acquisition, joint venture, or business combination, among others.
On September 21, 2012, our founding officer and director, Toshiko Iwamoto Kato, resigned as our President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary and sole Director. Anthony Gallo was concurrently appointed as our President and Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary and sole Director.
Effective July 15, 2014, Anthony Gallo resigned as president, chief executive officer, chief financial officer, treasurer, secretary and director of our company. Daniel R. Patterson was concurrently appointed as president, chief executive officer, chief financial officer, treasurer, secretary and director of our company.
On November 10, 2014, our board of directors approved an agreement and plan of merger to merge with our wholly-owned subsidiary New York Sub Company, a Nevada corporation, to effect a name change from Easy Organic Cookery, Inc. to New York Sub Company. New York Sub Company was formed solely for the change of name.
Articles of Merger to effect the merger and change of name were filed with the Nevada Secretary of State on November 26, 2014, with an effective date of December 3, 2014.
Also on November 10, 2014, our board of directors approved a forward stock split of our authorized and issued and outstanding shares of common stock on a one (1) old for 20 new basis, such that our authorized capital increased from 75,000,000 shares of common stock to 1,500,000,000 shares of common stock and, correspondingly, our then issued and outstanding increased from 11,083,000 shares of common stock to 221,660,000 shares of common stock, all with a par value of $0.001.
A Certificate of Change for the forward stock split was filed with the Nevada Secretary of State on November 26, 2014, with an effective date of December 3, 2014.
These amendments were reviewed by the Financial Industry Regulatory Authority (“FINRA”) and were approved for filing with an effective date of December 3, 2014. The forward split and name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on December 3, 2014. Our trading symbol was changed to “NSUB”. Our CUSIP number is 650057 102.
On April 10, 2015 we entered into a Share Exchange Agreement among Focus Franchising, Inc. (“Focus Franchising”) and its sole shareholder pursuant to which, on May 19, 2015, we acquired 100% of the issued and outstanding securities of Focus Franchising by issuing to its sole shareholder 15,000,000 common shares in the capital stock of our company. Focus Franchising is a Florida corporation and the franchisor of full-service sandwich shops that offer submarine sandwiches, chili, soups, salads, beverages and other food products and services.
Upon closing of the transaction, Focus Franchising became our wholly owned subsidiary and we adopted its business and operations.
About Focus Franchising, Inc.
Focus Franchising, Inc. was incorporated in the State of Florida on March 21, 2013. We do business under the name “Jreck Subs" and “Jreck Subs Shops". Its principal business address is 531 Washington Street, Suite 4124, Watertown, New York 13601. We are a franchisor of fast and casual restaurants that operate under the “Jreck Subs” name. Jreck Subs Shops offer high quality and reasonably priced, hot and cold sandwiches, homemade quality soups and innovative hot and cold side orders in forty-three locations across New York State. We compete with other submarine sandwich shops, delicatessen-style restaurants, bakeries, fast food restaurants, convenience stores, full service restaurants and grocery and specialty stores that offer sandwiches and similar items.
Focus Franchising owns all of the rights, title and interest in and to the Jreck Subs’ brand, intellectual property, franchise agreements, trade dress and trade secrets. Collectively, these assets constitute a proprietary system, known as the “Jreck Subs System”, for developing, opening and operating businesses specializing in the offer and sale of submarine sandwiches and a variety of food products and related services. The Jreck Subs System is the result of extensive expertise, research, development, and refinement, which began in 1974. The founders of the original business started preparing submarine style sandwiches and incorporated Jreck Subs, Inc., our predecessor company, in 1974.
The Jreck Subs System includes (without limitation) systems and techniques for the operation of a retail food service business; food and beverage preparation, service and storage; procedures; recipes and ingredients; menus; portion sizes; methods and techniques for offering and selling food and beverage products; special techniques for packaging, display, merchandising and marketing of food and non-food products; operating procedures for sanitation and maintenance; distinctive exterior and interior design, decor, color scheme and furnishings; marketing methods; market research; management assistance; operations and administrative systems; promotional programs; advertising; training programs; business and reporting forms; bookkeeping and accounting materials and techniques; management and control systems; office procedures; staffing procedures; standards of interior and exterior design and decor; integrated use of computer software and hardware; equipment specifications; and, in general, a style, system and technique of business operation and procedure developed through our business experience. We continue to expend time, skill and money to investigate new or substitute procedures, systems, services, products, programs and activities and, if we consider it desirable, to develop and integrate them into the Jreck Subs System.
All the material assets of Focus Franchising, Inc. (including all trademarks and the rights to receive future royalties) serve as collateral for certain debt obligations of its former parent company, Focus Acquisitions, LLC. Those debt obligations total approximately $1,100,000 as at April 30, 2015 and as at the date of this report. . The debt obligations are documented by a Modified (Secured Promissory Note) dated February 7, 2014 which is due and payable on demand.
Operational Model and Revenue Structure
We derive revenues from franchising fees, royalty and services fees, and advertising fees.
Currently, franchisees pay an Initial Franchise Fee of $30,000 for their first Jreck Subs Shop franchise, and $15,000 for their second and each additional Jreck Subs Shop franchise. Our franchisees pay a royalty and services fees equal to 6% of their net sales and an advertising fee of equal to 2% of net sales. Fees are payable weekly in arrears. We allocate a percentage of advertising fees to one or more regional advertising cooperatives and the remainder to our advertising. We may change this allocation periodically.
We also derives revenues from a range of goods and support services provided to our franchisees both prior to and after opening including site selection and research assistance, employee and shop manager training, annual conference or convention fees, and product supply fees, including food, food service, and advertising products purchase by us and supplied to our franchisees.
Our Franchises and Franchise Development
At both September 30, 2014 and 2013, there were 38 franchised Jreck Subs restaurants, all of which are located in New York State. As at the date of this report there are 43 franchised Jreck Subs restaurants in New York State.
Growth in franchise operations occurs through the opening of new Jreck restaurants by new and existing franchisees. We currently employ a team of 6 experienced franchise professionals, who oversee both franchise development and franchise operations. We seek to locate our franchises in smaller cities and suburban areas where they fill a significant market niche.
We intend to significantly increase our presence in the New York State market from 43 to 114 stores over the next five years. Our expansion efforts will be focused around the Finger Lakes, and the Southern corridor of New York including Ithaca, Cortland and Binghamton and the Rochester, New York market. As at the date of this report, there are no definitive arrangements for the addition of new franchises.
We will also seek to enter select regions outside of New York State by entering into multi-unit franchise development companies rather than seeding company owned stores. To that end, we have targeted the states of Florida, Tennessee, Louisiana, various New England states, and Canada as desirable regions for expansion, and have Jreck Subs has established relationships with well-funded franchise operators in each of these areas. However, as at the date of this current report, we have not entered into any definitive agreements with any such franchise operators.
Results of Operations
The following summary of our results of operations should be read in conjunction with our unaudited interim financial statements for the quarter ended April 30, 2015 which are included herein. On April 10, 2015 we entered into a Share Exchange Agreement among Focus Franchising, Inc. (“Focus Franchising”) and its sole shareholder pursuant to which, on May 19, 2015, we acquired 100% of the issued and outstanding securities of Focus Franchising. Upon closing of the transaction, Focus Franchising became our wholly owned subsidiary and we adopted its business and operations. The results of operations described below reflect our business, operations, and financial condition as they were prior to our acquisition of, and financial consolidation with, Focus Franchising.
Our operating results for the three and nine month periods ended April 30, 2015 and 2014 and the changes between those periods for the respective items are summarized as follows:
| |
|
Three Month
Period Ended
April 30, 2015
|
|
|
Three Month
Period Ended
April 30, 2014
|
|
|
Nine Month
Period Ended
April 30, 2015
|
|
|
Nine Month
Period Ended
April 30, 2014
|
|
|
General and administrative
|
|
$
|
4,842
|
|
|
$
|
762
|
|
|
$
|
11,339
|
|
|
$
|
7,179
|
|
|
Professional fees
|
|
$
|
9,500
|
|
|
$
|
1,150
|
|
|
$
|
27,000
|
|
|
$
|
7,900
|
|
|
Management fees, related party
|
|
$
|
6,500
|
|
|
$
|
30,000
|
|
|
$
|
13,000
|
|
|
$
|
165,000
|
|
|
Stock based compensation, related party
|
|
$
|
-
|
|
|
$
|
2,500
|
|
|
$
|
-
|
|
|
$
|
27,500
|
|
|
Net loss
|
|
$
|
(20,842
|
)
|
|
$
|
(34,412
|
)
|
|
$
|
(51,339
|
)
|
|
$
|
(207,579
|
)
|
As at April 30, 2015, prior to our acquisition of Focus Franchising, we had not generated any revenues.
We incurred operating expenses of $20,842 and $34,412 for the three month periods ended April 30, 2015 and 2014, respectively. The decrease of 13,570 in operating expenses for the three month periods ended April 30, 2015 was primarily due to reduction in management fees and stock based compensation. Our net losses were $20,842 and $34,412 for the three month periods ended April 30, 2015 and 2014, respectively.
We incurred operating expenses of $51,339 and $207,579 for the nine month periods ended April 30, 2015 and 2014, respectively. The decrease of $156,240 in operating expenses for the nine month periods ended April 30, 2015 was primarily due to reduction in management fees and stock based compensation. Our net losses are $51,339 and $207,579 for the nine month periods ended April 30, 2015 and 2014, respectively.
These expenses for the three and nine month periods ended April 30, 2015 and 2014 consisted of general operating expenses incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports.
Liquidity and Financial Condition
Working Capital
| |
|
At
April 30, 2015
($)
|
|
|
At
July 31, 2014
($)
|
|
|
Current Assets
|
|
$
|
Nil
|
|
|
$
|
Nil
|
|
|
Current Liabilities
|
|
$
|
54,552
|
|
|
$
|
3,213
|
|
|
Working Capital (Deficit)
|
|
$
|
(54,552
|
)
|
|
$
|
(3,213
|
)
|
Cash Flows
| |
|
Nine Month
Period Ended
April 30, 2015
($)
|
|
|
Nine Month
Period Ended
April 30, 2014
($)
|
|
|
Cash Flows used in Operating Activities
|
|
$
|
(43,184
|
)
|
|
$
|
(14,044
|
)
|
|
Cash Flows used in Investing Activities
|
|
$
|
Nil
|
|
|
$
|
Nil
|
|
|
Cash Flows provided by Financing Activities
|
|
$
|
43,184
|
|
|
$
|
13,871
|
|
|
Net Increase (Decrease) in Cash During Period
|
|
$
|
Nil
|
|
|
$
|
(173
|
)
|
As of April 30, 2015, our total assets were $Nil and our total liabilities were $54,552 and we had a working capital deficit of $54,552. Our unaudited interim financial statements report a net loss of $51,339 for the nine months ended April 30, 2015 compared to a net loss of $207,579 for the same period in 2014.
Our cash balance at April 30, 2015 was $Nil compared with $Nil in cash as of July 31, 2014. As of April 30, 2015, we had $54,552 in outstanding liabilities, consisting of accounts payable and accrued liabilities of $11,368 and loans from related parties of $43,184.
Cash flows used in operating activities during the nine month period ended April 30, 2015 was $43,184 compared with $14,044 used in operating activities during the nine month period ended April 30, 2014.
Cash flows provided by investing activities were $Nil for the nine month periods ended April 30, 2015 and 2014.
Cash flows provided by financing activities during the nine month period ended April 30, 2015 was $43,184 compared with $13,871 provided by financing activities during the nine month period ended April 30, 2014. For the nine months ended April 30, 2015, cash flows provided by financing activities were primarily provided by related party loans.
Plan of Operation
Due to economic conditions and the limited amount of funding raised in our offering of shares, our company has been unable to attain any significant growth. In order to maximize shareholder value on May 19, 2015, we acquired Focus Franchising as a wholly owned subsidiary and adopted its business and operations. Focus Franchising is a Florida corporation and the franchisor of Jreck Sub Shops, full-service sandwich shops that offer submarine sandwiches, chili, soups, salads, beverages and other food products and services.
Our plan of operation is to support and develop existing Jreck Sub Shop franchises, and to expand our franchise operations through the opening of new Jreck restaurants by new and existing franchisees. In that regard we intend to significantly increase our presence in the New York State market from 43 to 114 stores over the next five years. We will also seek to enter select regions outside of New York State by entering into multi-unit franchise development companies rather than seeding company owned stores. As at the date of this report, there are no definitive arrangements for the addition of new franchises.
We continue to be dependent on the proceeds of equity and non-equity financing to fund our operations. No assurances can be given that our actual cash requirements will fall within our budget, that anticipated revenues will be realized when needed or that financing will be available to us when required. As at the date of this report, we have nominal cash on hand and do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.
Cash Requirements
Over the next 12 months we intend to carry on business as a franchisor of full-service sandwich shops through our wholly owned subsidiary. We anticipate that we will incur the following operating expenses during this period:
Estimated Funding Required During the Next 12 Months
|
Expense
|
|
Amount ($)
|
|
|
Payroll and benefits
|
|
$
|
200,000
|
|
|
General and administrative
|
|
|
150,000
|
|
|
Travel and entertainment
|
|
|
100,000
|
|
|
Professional fees
|
|
|
200,000
|
|
|
Marketing and advertising
|
|
|
100,000
|
|
|
Depreciation
|
|
|
5,000
|
|
|
Total
|
|
$
|
755,000
|
|
We will require funds of approximately $755,000 over the next twelve months to execute our business plan. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. If we are unable to raise sufficient funds, we intend to prioritize essential operations, and eliminate non-essential expenses by scaling costs related to our planned franchise expansion efforts. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may not generate significant net income or continue to profitable.
Purchase of Significant Equipment
We do not anticipate the purchase or sale of any plant or significant equipment during the next 12 months.
Going Concern
The unaudited interim financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of the nine months ended April 30, 2015, our company had a net loss of $51,339. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. These unaudited interim condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our company be unable to continue as a going concern.
Off Balance Sheet Arrangements
We do not have 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 or capital expenditures or capital resources that is material to an investor in our securities.
Critical Accounting Policies
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Stock-Based Compensation
We measure the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by us in the same expense classifications in the condensed consolidated statements of operations, as if such amounts were paid in cash.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “small reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report due to the material weaknesses in our internal controls over financial reporting identified in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on November 13, 2014.
Changes in Internal Control over Financial Reporting
During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
As a “small reporting company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mining Safety Disclosures
Not applicable.
Item 5. Other Information
None.
|
Exhibit Number
|
Document Description
|
|
(3)
|
(i) Articles of Incorporation; (ii) By-laws
|
|
3.1
|
Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on September 17, 2010)
|
|
3.2
|
Certificate of Correction (incorporated by reference to our Registration Statement on Form S-1 filed on September 17, 2010)
|
|
3.3
|
Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on September 17, 2010)
|
|
3.4
|
Articles of Merger (incorporated by reference to our Current Report on Form 8-K filed on December 9, 2014)
|
|
3.5
|
Certificate of Change (incorporated by reference to our Current Report on Form 8-K filed on December 9, 2014)
|
|
3.6
|
Entry into a Material Definitive Agreement (incorporated by reference to our Current Report on Form 8-K filed on April 10, 2015)
|
|
3.7
|
Completion of Acquisition of Assets (incorporated by reference to our Current Report on Form 8-K filed on May 26, 2015
|
|
(31)
|
Rule 13a-14(a)/15d-14(a) Certifications
|
|
31.1*
|
|
|
(32)
|
Section 1350 Certifications
|
|
32.1*
|
|
|
101*
|
Interactive Data Files
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* Filed herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
NEW YORK SUB COMPANY
|
|
Date: June 19, 2015
|
/s/ Daniel R. Patterson
|
| |
Daniel R. Patterson
|
| |
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
|
| |
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
Exhibit 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Daniel R. Patterson, certify that:
|
1.
|
I have reviewed this quarterly report on Form 10-Q of New York Sub Company;
|
|
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
|
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
|
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: June 19, 2015
|
/s/Daniel R. Patterson
|
|
Daniel R. Patterson
|
|
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Daniel R. Patterson, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
(1)
|
the Quarterly Report on Form 10-Q of New York Sub Company for the period ended April 30, 2015 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of New York Sub Company.
|
|
Dated: June 19, 2015
|
|
|
| |
|
|
| |
|
|
| |
|
/s/Daniel R. Patterson
|
| |
|
Daniel R. Patterson
|
| |
|
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
| |
|
New York Sub Company
|
| |
|
|
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to New York Sub Company and will be retained by New York Sub Company and furnished to the Securities and Exchange Commission or its staff upon request.