[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]
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 during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes [X] No [ ]
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 the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
The number of shares of Common Stock, $0.001
par value, outstanding on November 12, 2018 was 5,658,123 shares.
PART 1 – FINANCIAL
INFORMATION
ITEM 1 FINANCIAL STATEMENTS
ALL-AMERICAN SPORTPARK, INC.
CONDENSED BALANCE SHEETS
|
|
September 30,
|
|
|
December 31,
|
|
|
2018
|
|
|
2017
|
|
|
(Unaudited)
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Prepaid expenses and other
current assets
|
$
|
14,184
|
|
$
|
14,225
|
Total current assets
|
|
14,184
|
|
|
14,225
|
|
|
|
|
|
|
Property and equipment, net of accumulated depreciation of $11,692 and
$11,637, as of September 30, 2018 and December 31, 2017, respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
55
|
|
|
|
|
|
|
Prepaid expenses- long term
|
|
3,602
|
|
|
14,177
|
|
|
|
|
|
|
Total Assets
|
$
|
17,786
|
|
$
|
28,457
|
|
|
|
|
|
|
Liabilities and Stockholders' Deficit
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
$
|
4,621
|
|
$
|
18,332
|
Due to AAGC
|
|
223,623
|
|
|
159,281
|
Total current liabilities
|
|
228,244
|
|
|
177,613
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
Stockholder’s deficit:
|
|
|
|
|
|
Preferred stock, Series "B", $0.001 par value, 10,000,000
shares authorized, no shares issued and outstanding as of September 30, 2018 and December 31, 2017,
respectively
|
|
-
|
|
|
-
|
Common stock, $0.001 par
value, 50,000,000 shares authorized, 5,658,123 and 5,658,123 shares issued and outstanding as of September 30, 2018
and December 31, 2017, respectively
|
|
5,658
|
|
|
5,658
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
28,728,912
|
|
|
28,728,912
|
Accumulated deficit
|
|
(28,945,028)
|
|
|
(28,883,726)
|
Total stockholders' deficit
|
|
(210,458)
|
|
|
(149,156)
|
|
|
|
|
|
|
Total Liabilities and Stockholders' Deficit
|
$
|
17,786
|
|
$
|
28,457
|
The accompanying notes are an integral part of
these unaudited condensed financial statements.
1
ALL-AMERICAN SPORTPARK,
INC.
CONDENSED STATEMENTS OF OPERATIONS
|
|
For the Three Months
Ending
September 30,
|
|
|
For the Nine Months
Ending
September 30,
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and
administrative expenses
|
$
|
19,250
|
|
$
|
19,930
|
|
$
|
61,247
|
|
$
|
61,945
|
Depreciation and amortization
|
|
-
|
|
|
42
|
|
|
55
|
|
|
209
|
Total expenses
|
|
19,250
|
|
|
19,972
|
|
|
61,302
|
|
|
62,154
|
Net operating loss
|
|
(19,250)
|
|
|
(19,972)
|
|
|
(61,302)
|
|
|
(62,154)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before
provision for income tax
|
|
(19,250)
|
|
|
(19,972)
|
|
|
(61,302)
|
|
|
(62,154)
|
Provision for income tax expense
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
$
|
(19,250)
|
|
$
|
(19,972)
|
|
$
|
(61,302)
|
|
$
|
(62,154)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total basic and diluted loss per weighted
average common share
|
$
|
(0.00)
|
|
$
|
(0.0)
|
|
$
|
(0.01)
|
|
$
|
(0.01)
|
Weighted average
number of common shares outstanding - basic and fully diluted
|
|
5,658,123
|
|
|
5,658,123
|
|
|
5,658,123
|
|
|
5,658,123
|
The accompanying notes are an integral part of
these unaudited condensed financial statements.
2
ALL-AMERICAN SPORTPARK,
INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
For the Nine months Ended
September 30,
|
|
|
2018
|
|
|
2017
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(61,302)
|
|
$
|
(62,154)
|
|
|
|
|
|
|
Adjustment to reconcile net loss to net cash used
in operating activities
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
55
|
|
|
209
|
Amortization of prepaid stock based compensation
|
|
10,575
|
|
|
1,782
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
Prepaid expenses and other current assets
|
|
40
|
|
|
(160)
|
Accounts payable and accrued
expenses
|
|
(13,711)
|
|
|
(2,194)
|
Deferred Compensation
|
|
|
|
|
(12,500)
|
Net cash used in operating
activities
|
|
(64,343)
|
|
|
(75,017)
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from related
parties
|
|
64,343
|
|
|
75,017
|
Net cash provided by financing activities
|
|
64,343
|
|
|
75,017
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
-
|
|
|
-
|
Cash, beginning of period
|
|
-
|
|
|
-
|
Cash, end of period
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
Supplemental Disclosures:
|
|
|
|
|
|
Cash paid for interest
|
$
|
-
|
|
$
|
-
|
Cash paid for taxes
|
$
|
-
|
|
$
|
-
|
Shares issued for services
|
$
|
-
|
|
$
|
33,660
|
The accompanying notes are an integral
part of these unaudited condensed financial statements.
3
ALL-AMERICAN SPORTPARK, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Organizational Structure and Basis of
Presentation
a. ORGANIZATION
On October 18, 2016, All-American Sportpark, LLC (“AASP” or
the “Company”) completed the closing of the
Transfer Agreement for
the sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”), which constituted
substantially all of the Company’s assets. As a result of the closing of the Transfer Agreement, the Company now has no
or nominal operations and no or nominal assets and is therefore considered to be a “Shell Company” as that term is
defined in Rule 12b-2 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)
.
On June 10, 2016, the Company entered into a Transfer
Agreement for the sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”), which
constituted substantially all of the Company’s assets. On October 18, 2016, the Company completed the closing of
the Transfer Agreement pursuant to which the Company transferred the 51% interest in AAGC to Ronald Boreta and John
Boreta (the “Boretas”), and also issued to the Boretas 1,000,000 shares of the Company’s common stock, in exchange for
the cancellation of promissory notes held by the Boretas and accrued interest of $8,864,255.
In connection with the closing of the Transfer Agreement,
AAGC assumed the obligation of the Company to pay Ronald Boreta for deferred salary of $342,500. In addition, AAGC
cancelled $4,267,802 in advances previously made by it to the Company to fund its operations.
Also in connection with the closing of the Transfer
Agreement, entities controlled by the Boretas cancelled $1,286,702 owed to them by the Company. In addition, the Company
cancelled $24,523 of amounts due from entities controlled by the Boretas.
Also, as a result of the Transfer Agreement, on October 18,
2016, the Company derecognized the assets and liabilities of AAGC.
The sale and transfer of the Company’s 51% interest in AAGC to the
controlling shareholders of the Company is a common control transaction and recorded at book value. Any difference
between the proceeds received by the Company and the book value of assets and liabilities of AAGC, cancellation of
promissory notes and accrued interest, assumption of deferred salary, cancellation of amounts due to and due from
entities controlled by the Boretas is recognized as a capital transaction with no gain or loss recorded
b. BASIS OF PRESENTATION
The unaudited condensed interim financial statements
included herein, presented in accordance with United States generally accepted accounting principles and stated in US
dollars, have been prepared by All-American SportPark, Inc. (the “Company”), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading.
4
These statements reflect all adjustments, consisting of
normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the
information contained therein. It is suggested that these unaudited condensed interim financial statements be read
in conjunction with the financial statements of the Company for the year ended December 31, 2017 and notes thereto
included in the Company's Form 10-K. The Company follows the same accounting policies in the preparation of
interim reports.
Results of operations for interim periods may not be
indicative of annual results.
c. BUSINESS ACTIVITIES
At this time, the Company’s purpose is to seek, investigate
and, if such investigation warrants, acquire an interest in business opportunities presented to the Company by persons
or firms who or which desire to seek the perceived advantages of a corporation whose securities are registered pursuant
to the Exchange Act. The Company will not restrict our search to any specific business or geographical
location.
d. RECLASSIFICATIONS
Certain reclassifications have been made in prior periods’
financial statements to conform to classifications used in the current period.
Note 2
.
Summary of Significant Accounting
Policies
a. USE OF ESTIMATES
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amount of revenues and expenses during the reporting period.
Significant estimates and assumptions made by management include, but are not limited to, the determination of the
provision for income taxes, and valuation of fixed assets. The Company bases the estimates on historical
experience and on various other assumptions that are believed to be reasonable. Actual results could differ from
those estimates.
b. CASH AND CASH EQUIVALENTS
All highly liquid investments with original maturities of
three months or less are classified as cash and cash equivalents. The fair value of cash and cash equivalents
approximates the amounts shown on the financial statements. Cash and cash equivalents consist of unrestricted cash in
accounts maintained with major financial institutions.
5
c. INCOME TAXES
The Company accounts for income taxes under the asset and
liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements. Under this method, deferred tax assets and
liabilities are determined based on the differences between the financial statements and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect
of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the
enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more
likely than not be realized. In making such determination, the Company considers all available positive and negative
evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax
planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets
that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to
realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an
adjustment to the valuation allowance which would reduce the provision for income taxes.
The Company follows the accounting guidance which provides
that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position
will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the
technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to
be recognized initially and in subsequent periods. Also included is guidance on measurement, de-recognition,
classification, interest and penalties, accounting in interim periods, disclosure and transition.
d. STOCK-BASED COMPENSATION
The Company accounts for all compensation related to stock,
options or warrants in accordance with ASC topic 718 “Compensation- stock compensation” which requires companies to
recognize in the statement of operations using a fair value based method whereby compensation cost is measured at the
grant date based on the value of the award and is recognized over the service period, which is usually the vesting
period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to
both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the
date of the related agreement.
e. LEASEHOLD IMPROVEMENTS AND EQUIPMENT
Leasehold improvements and equipment are stated at cost.
Depreciation and amortization is provided for on a straight-line basis over the lesser of the lease term (including
renewal periods, when the Company has both the intent and ability to extend the lease) or the following estimated useful
lives of the assets:
Furniture and equipment
|
3-10 years
|
Leasehold improvements
|
15-25 years
|
6
f. ADVERTISING
The Company expenses advertising costs as incurred. The
Company incurred no advertising expenses for the three and nine months ended September 30, 2018 and 2017,
respectively.
g. REVENUES
The Company earned no revenues for the three and nine months
ended September 30, 2018 and 2017, respectively.
h. GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses consisted principally of
management, accounting and other administrative employee payroll and benefits.
i. IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets, including property and equipment, are
reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived
asset may not be recoverable. If the long-lived asset or group of assets is considered to be impaired, an impairment
charge is recognized for the amount by which the carrying amount of the asset or group of assets exceeds its fair value.
Long-lived assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to
sell.
j. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company adopted the ASC-820 “Fair Value Measurement”
related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring
fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements
that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The
standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a
market-based measurement that should be determined based on assumptions that market participants would use in pricing an
asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market
rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which
prioritizes the inputs used in measuring fair value as follows:
-
Level 1: Observable inputs such as quoted prices in active markets;
-
Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or
indirectly; and
-
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting
entity to develop its own assumptions.
7
At each of September 30, 2018 and December 31, 2017, the
carrying amount of cash, notes payable, and accounts payable and accrued liabilities approximates fair value because of
the short maturity of these instruments.
k. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share excludes any dilutive
effects of options, warrants, and convertible securities. Basic earnings per share is computed using the weighted
average number of shares of common stock and common stock equivalent shares outstanding during the period. Common stock
equivalent shares are excluded from the computation if their effect is antidilutive. The Company did not have any stock
equivalent shares for the three and nine months ended September 30, 2018 and 2017.
Loss per share is computed by dividing reported net loss by
the weighted average number of common shares outstanding during the period. The weighted-average number of common shares
used in the calculation of basic loss per share was 5,658,123 at September 30, 2018 and 5,658,123 at September 30, 2017,
respectively.
l. RECENT ACCOUNTING POLICIES
The Company believes there was no new
accounting guidance adopted but not yet effective that either has not already been disclosed in prior reporting periods
or is relevant to the readers of the Company’s financial statements.
The Company continually
assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that
a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine
the consequence of the change to its financial statements and assures that there are proper controls in place to
ascertain that the Company’s financials properly reflect the change.
Note 3 – Going concern
As of September 30, 2018, we had an accumulated deficit of
$28,945,028. In addition, the Company’s current liabilities exceed its current assets by $214,060 as of September
30, 2018.
The Company’s management believes that its operations may
not be sufficient to fund operating cash needs and debt service requirements over at least the next 12 months. As
described in Note 1, the Company’s Board of Directors determined that it was in the best interests of the Company to
enter into the Transfer Agreement with the Boretas. The closing of that agreement eliminated nearly all of the
debt of the Company. However, the Company has no significant assets and continues to depend on affiliates to
provide funds to pay its ongoing expenses. These factors raise substantial doubt about the Company’s ability to continue
as a going concern within one year after the date that the financials are issued.
The 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 result should the Company be unable to continue as a going concern.
8
Note 4 – Related party
transactions
Due to related parties
AAGC has advanced funds to pay certain expenses of the Company.
The Company formerly owned a 51% interest in AAGC.
At September 30, 2018 and December 31, 2017, the total amounts
owed to AAGC were $223,623 and $159,281, respectively.
Note 5 – Stockholders'
deficit
PREFERRED STOCK
Preferred stock, Series "B", $0.001 par value, 10,000,000
shares authorized, no shares issued and outstanding as of September 30, 2018 and December 31, 2017. The Company’s
Board of Directors shall determine the rights, preferences, privileges and restrictions of the preferred stock,
including dividends rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund
terms and the number of shares constituting any series or the designation of any series.
COMMON STOCK
Common stock, $0.001 par value, 50,000,000 shares
authorized, 5,658,123 and 5,658,123 shares issued and outstanding as of September 30, 2018 and December 31, 2017,
respectively. There were no shares issued for the three and nine months ended September 30, 2018.
On August 15, 2017, the Company granted 34,000 shares of
restricted common stock to one employee for services. The restricted common stock granted to the employee was valued at
$33,660 and will vest as follows: 33% of the shares on January 1, 2018, an additional 33% of the shares on January 1,
2019, and the remaining 34% of the shares on January 1, 2020. The share-based compensation will be amortized
ratably over the three year vesting period. The Company recorded share-based compensation of $10,575 and $0 for the nine
months ended September 30, 2018 and 2017, respectively.
Note 6 – Subsequent Events
Management has evaluated all
subsequent events through the date of the filing and determined that there were none.
9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
Forward-Looking Statements
This document contains “forward-looking statements.” All
statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state
securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any
statements of the plans, strategies and objections of management for future operations; any statements concerning
proposed new services or developments; any statements regarding future economic conditions or performance; any
statements or belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,”
“could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These
forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly,
readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on
which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or
events that arise after the dates they are made. You should, however, consult further disclosures we make in future
filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Although we believe that the expectations reflected in any
of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed
in any of our forward-looking statements. Our future financial condition and results of operations, as well as any
forward-looking statements, are subject to change inherent risks and uncertainties. The factors affecting these risks
and uncertainties include, but are not limited to:
-
increased competitive pressures from existing competitors and new entrants;
-
deterioration in general or regional economic conditions;
-
adverse state or federal legislation or regulation that increases the costs of
compliance, or adverse findings by a regulator with respect to existing operations;
-
loss of customers or sales weakness;
-
inability to achieve future sales levels or other operating results;
-
the inability of management to effectively implement our strategies and
business plans; and
-
the other risks and uncertainties detailed in this report.
10
Overview of Current Operations
On October 18, 2016 the Company completed the closing of the
Transfer Agreement for the sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”),
which constituted substantially all of the Company’s assets. As a result of the closing of the Transfer Agreement, the
Company now has no or nominal operations and no or nominal assets and is therefore considered to be a “Shell Company” as
that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
At this time, our purpose is to seek, investigate and, if
such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or
which desire to seek the perceived advantages of a corporation whose securities are registered pursuant to the Exchange
Act. We will not restrict our search to any specific business or geographical location.
This discussion of our proposed business is purposefully
general and is not meant to be restrictive of our discretion to search for and enter into potential business
opportunities.
Management anticipates that we may be able to participate in
only one potential business venture because we have nominal assets and limited financial resources. This lack of
diversification should be considered a substantial risk to our shareholders because it will not permit us to offset
potential losses from one venture against gains from another.
We may seek a business opportunity with entities that have
recently commenced operations, or that wish to utilize the public marketplace in order to raise additional capital in
order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We
may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as
subsidiaries.
The Company has not entered into any definitive or binding
agreements and there are no assurances that such transactions will occur. Such a combination would normally take
the form of a merger, stock-for-stock exchange or stock-for-assets exchange. The Company may determine to
structure any business combination to be within the definition of a tax-free reorganization under Section 351 or Section
368 of the Internal Revenue Code of 1986, as amended.
It is anticipated that any securities issued in any such
business combination would be issued in reliance upon an exemption from registration under applicable federal and state
securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to
register all or a part of such securities immediately after the transaction is consummated or at specified times
thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered
into an agreement for a business combination or has consummated a business combination. The issuance of additional
securities and their potential sale into any trading market in the Company's securities may depress the market value of
the Company's securities in the future.
11
Results of Operations for the three
months ended September 30, 2018 and 2017 compared.
INCOME:
Revenue
There were no revenues from operations for the three months
ended September 30, 2018 and 2017.
Cost of Sales/Gross Profit Percentage of
Sales
There were no cost of sales from operations for the three
months ended September 30, 2018 and 2017.
EXPENSES:
General and Administrative Expenses
General and administrative expenses for the three months ended
September 30, 2018 were $19,250, a decrease of $680 or 3.4%, from $19,930 for the three months ended September 30,
2017.
Depreciation and amortization expenses for the three months
ended September 30, 2018 were $0 a decrease of $42, or 100% from $42 for the three months ended September 30,
2017.
Net Loss
We had a net loss of $19,250 for the three months ended
September 30, 2018 as compared to net loss of $19,972 for the three months ended September 30, 2017, a decrease of $722
or 3.6%.
Results of Operations for the nine months ended September
30, 2018 and 2017 compared.
INCOME:
Revenue
There were no revenues from operations for the nine months
ended September 30, 2018 and 2017.
Cost of Sales/Gross Profit Percentage of
Sales
There were no cost of sales from operations for the nine months
ended September 30, 2018 and 2017.
12
EXPENSES:
General and Administrative Expenses
General and administrative expenses for the nine months
ended September 30, 2018 were $61,247 a decrease of $698 or 1.1%, from $61,945 for the nine months ended September 30,
2017.
Depreciation and amortization expenses for the nine months
ended September 30, 2018 were $55, a decrease of $154, or 73.7% from $209 for the nine months ended September 30,
2017.
Net Loss
We had a net loss of $61,302 for the nine months ended
September 30, 2018 as compared to net loss of $62,154 for the nine months ended September 30, 2017, a decrease of $852
or 1.4%.
Liquidity and Capital Resources
The following table summarizes our current assets,
liabilities, and working capital at September 30, 2018 compared to December 31, 2017.
|
September 30,
2018
|
December 31, 2017
|
Increase / (Decrease)
|
$
|
%
|
|
|
|
|
|
Current Assets
|
$14,184
|
$14,225
|
(41)
|
(0.0%)
|
Current Liabilities
|
228,244
|
177,613
|
50,631
|
28.5%
|
Working Capital
Deficit
|
$214,060
|
$163,388
|
|
|
Going Concern
The Company’s management believes that its operations may
not be sufficient to fund operating cash needs and debt service requirements over at least the next 12 months. As
described in Note 3 to the financial statements, the Company’s Board of Directors determined that it was in the best
interests of the Company to enter into the Transfer Agreement with the Boretas. The closing of that agreement eliminated
nearly all of the debt of the Company. However, the Company has no significant assets and continues to depend on
affiliates to provide funds to pay its ongoing expenses. These factors raise substantial doubt about the Company’s
ability 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, capital expenditures or capital resources that is material to
investors.
13
Critical Accounting Policies and
Estimates
Stock-based Compensation:
In accordance with
accounting standards concerning Stock-based Compensation, the Company accounts for all compensation related to stock,
options or warrants using a fair value based method in which compensation cost is measured at the grant date based on
the value of the award and is recognized over the service period. Stock issued for compensation is valued on the
date of the related agreement and using the market price of the stock.
Related party transactions:
In accordance
with accounting standards concerning related party transactions, there now are established requirements for related
party disclosures and the policy provides guidance for the disclosures of transactions between related parties.
Recent Accounting Developments
The Company believes there are no new accounting standards
adopted but not yet effective that are relevant to the readers of our financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures
that are designed to ensure that information required to be disclosed in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms, and that such information is accumulated and communicated to the Company’s management, including its Chief
Executive Officer and Principal Financial Officer to allow timely decisions regarding required financial
disclosure.
14
As of the end of the period covered by this report, the
Company’s management carried out an evaluation, under the supervision of and with the participation of the Chief
Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act). Based upon that evaluation, the
Company’s Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and
procedures were not effective as of the end of the period covered by this report, to provide reasonable assurance that
information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported, completely and accurately, within the time periods specified in SEC rules
and forms. Specifically, at September 30, 2018 we did not have sufficient personnel to allow segregation of duties
to ensure the completeness or accuracy of our information. Due to the size of the Company and its limited operations, we
are unable to remediate this deficiency until we acquire or merge with another company.
Changes in Internal Control over Financial
Reporting
There were no changes in internal control over financial
reporting that occurred during the quarter ended September 30, 2018 that have materially affected, or are reasonably
likely to affect, the Company’s internal control over financial reporting.
15