Agassi Sports Entertainment Corp 10-K for FY2024
Agassi Sports Entertainment Corp. (AASP)
About this 10-K
Agassi Sports Entertainment Corp filed this 10-K on March 26, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $793.75K
- compared with a net loss of $69.88K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the fiscal year ended
OR
Commission
file number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area
code:
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value Per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. [ ] Yes [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
[ ] Yes [X]
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.
[X]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). [X]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] |
Accelerated filer [ ] |
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Smaller reporting company
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate
by check mark whether the registrant has filed a report on and attestation to
its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its
audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by
check mark whether the financial statements of the registrant included in the
fi ling reflect the correction of an error to previously issued financial
statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
[X]
As of
June 30, 2024, the aggregate market value of voting stock held by
non-affiliates of the registrant was approximately $
The
number of shares of Common Stock, $0.001 par value, outstanding on March 19, 2025
was
DOCUMENTS INCORPORATED BY REFERENCE
None.
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TABLE OF CONTENTS
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PART I
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Report”) contains forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report. These factors include:
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our lack of a significant operating history; |
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the ability of the Company to raise funding to support its operational plans, the terms of such financing and potential dilution caused thereby; |
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the ability of the Company to complete the steps necessary to undertake its current operational plan, the costs associated therewith, timing relating thereto, and the ability of the Company to generate revenues associated therewith; |
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the concentration of ownership of the Company’s securities; |
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the market for the Company’s planned services, including the market for pickleball and padel; |
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competition in the Company’s industry; |
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current negative operating cash flows and a need for additional funding to finance our operating plans; |
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the terms of any further financing, which may be highly dilutive and may include onerous terms; |
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increases in interest rates which may make borrowing more expensive and increased inflation which may negatively affect costs, expenses and returns; |
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geopolitical events and regulatory changes; and the effect of changing interest rates and inflation, economic downturns and recessions, declines in economic activity or global conflicts |
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the loss of key personnel or failure to attract, integrate and retain additional personnel; |
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corporate governance risks; |
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the level of competition in our industry and our ability to compete; |
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our ability to respond to changes in our industry; |
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our ability to protect our intellectual property and not infringe on others’ intellectual property; |
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our ability to scale our business; |
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changes in laws and regulations; |
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the market for our common stock; |
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our ability to effectively manage our growth; |
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dilution to existing stockholders; |
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costs and expenses associated with being a public company; |
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risks of economic slowdowns and rescissions; |
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changes in inflation and interest rates, supply constraints, and possible recessions caused thereby; |
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economic downturns both in the United States and globally; |
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risk of increased regulation of our operations; and |
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other risk factors included under “Risk Factors” below. |
You should read the matters described in “Risk Factors” and the other cautionary statements made in this Report, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.
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ITEM 1. BUSINESS
Summary Matters and Definitions
In this Annual Report on Form 10-K (this “Report”), we may rely on and refer to information regarding the industries in which we operate in general from market research reports, analyst reports and other publicly available information. Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information, none of this information has been commissioned by us, and we have not independently verified any of it.
Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “Global”, “Global Acquisitions” and “Global Acquisitions Corp.” refer specifically to Global Acquisitions Corp.
In addition, unless the context otherwise requires and for the purposes of this Report only:
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“Exchange Act” refers to the Securities Exchange Act of 1934, as amended; |
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“SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and |
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“Securities Act” refers to the Securities Act of 1933, as amended. |
Where You Can Find Other Information
We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us at http://www.sec.gov (our filings can be found at https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000930245).
Corporate Information
Our principal executive offices are located at 1120 N. Town Center Dr #160, Las Vegas, Nevada 89144, and our telephone number is (702) 400-4005.
Corporate History
The Company was incorporated in Nevada on March 6, 1984, under the name “Sporting Life, Inc.” The Company’s name was changed to “St. Andrews Golf Corporation” on December 27, 1988, to “Saint Andrews Golf Corporation” on August 12, 1994, to All-American SportPark, Inc. on December 14, 1998, and to “Global Acquisitions Corporation” on February 15, 2021.
In December 1994, the Company completed an initial public offering of 1,000,000 Units, each Unit consisting of one share of Common Stock and one Class A Warrant. The net proceeds to the Company from this public offering were approximately $3,684,000. The Class A Warrants expired unexercised on March 15, 1999.
On July 12, 1996, the Company entered into a lease agreement of land in Las Vegas, Nevada, on which the Company developed a Golf Center and All-American SportPark, (“SportPark”) properties. The SportPark opened for business in October 1998 and was disposed of in May 2001.
On June 15, 2011, the Company entered into a Stock Transfer Agreement with Saint Andrews pursuant to which the Company transferred 49% of the outstanding common stock of All-American Golf Center, Inc. (“AAGC”), a subsidiary of the Company, to Saint Andrews Golf Shop, Ltd. (“Saint Andrews”) in exchange for the cancellation of $600,000 of debt owed by the Company to Saint Andrews.
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Saint Andrews is owned by Ronald S. Boreta, the Company's President and a Director, and John Boreta, his brother. John Boreta is a principal shareholder of the Company and became Director of the Company in 2012 and resigned in October 2024. The debt owed by the Company to Saint Andrews was from advances made in the past by Saint Andrews to provide the Company with working capital.
On June 10, 2016, the Company entered into a Transfer Agreement for the sale and transfer of the Company’s remaining 51% interest in 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 S. Boreta and John Boreta (collectively, 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 the interest accrued thereon totaling $8,900,651.
In connection with the closing of the Transfer Agreement, AAGC assumed the obligation of the Company to pay Ronald S. Boreta for deferred salary which totaled $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. The Company cancelled $24,523 owed to the Company by entities controlled by the Boretas.
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 AAGC, which constituted substantially all of the Company’s assets.
As a result of the closing of the Transfer Agreement, the Company became a “shell company”, with nominal operations and nominal assets. Beginning in October 2016, the Company’s purpose was 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.
Current Plan of Operations
In November 2024, the Company’s management determined to cease seeking out business opportunities, mergers or acquisitions, and instead to launch an operating strategy to become a leader in the global sports entertainment and media industry. The Company’s efforts are initially focused on court sports, beginning with planned growth opportunities associated with branding and growing the pickleball and padel industries, both of which are currently experiencing significant growth. The Company expects its publicly-traded structure to provide a way for the investing public to participate in these exciting and rapidly growing markets.
We currently plan to create and manage unique content, building sports communities around entertainment, media, wellness, education, commerce, and charitable efforts.
By identifying opportunities for co-branding, partnering, and acquisitions, we plan to develop trusted brands in sports entertainment and bring them together under the Company’s brand.
Our planned business model is designed around proprietary and curated content supported by planned sponsorships, brand relationships, live event hosting, e-commerce and merchandising, and licensing and media rights.
We currently plan to undertake the following, funding permitting:
• Acquire, build and/or create physical facilities, leagues, tournaments, events, social communities, and merchandisers.
• Develop strategic relationships with “Best of Class” operators and developers in key segments within the pickleball and padel communities through co-branding and acquisition opportunities.
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• Develop our “ACE Program” of certifying facilities, social media communities, content creators, coaches, third-party leagues, and events under a planned marketing brand.
• Create and distribute proprietary and curated content through various media channels.
• IP development and collaboration.
• Charitable initiatives through our planned Pickleball for All program.
We also plan to offer co-branding opportunities to best of class facilities and partners to cross collaborate and promote aligned growth:
We also plan to launch a “Pickleball for All” charitable initiatives to introduce, grow, and develop pickleball in underserved and disadvantaged communities across the United States. We expect to work with best of class brands to provide access to our “Fun for Free” courts and equipment in public parks, schools, and other locations that will serve as home courts to communities across the country for social wellness, practice, learning, and pickleball fun for all. We plan to work with select merchandisers and retailers to create quality equipment and offer merchandise at price points which will appeal to beginners and families, with a portion of the revenue to be reinvested into the Pickleball for All program.
Competition
The pickleball and padel industries are highly fragmented. We expect to face competition for our planned physical facilities from fitness clubs and centers; the YMCA and similar non-profit organizations or community centers; physical fitness and recreational facilities established by local governments, hospitals and businesses; racquet, tennis, pickleball and other athletic centers; rental unit and condominium amenity centers; and country clubs. We expect to face competition for our planned content and media channels from other fitness-based content providers and other forms of media.
We also believe that barriers to entry in the relatively nascent pickleball and padel industry are relatively low. We expect that some of our current competitors have, and potential competitors may have, longer operating histories, and significantly greater financial, marketing and other resources than we do. In addition, business combinations and consolidation in and across the industries in which we compete could further increase the competition we face and result in competitors with significantly greater resources than us. These factors may adversely affect our business, financial condition and future operating results. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build larger customer bases or generate revenues more effectively than we do.
Moving forward, we plan to compete with competitors based on our significant ties to Andre Agassi, one of the greatest tennis players of all time, who has transitioned into being a significant proponent of pickleball, and our plans designed around proprietary and curated content supported by planned sponsorships, brand relationships, live event hosting, e-commerce and merchandising, and licensing and media rights.
Industry
According to a 2022 Pickleball Participation Report by the Sports and Fitness Industry Association, pickleball is among the fastest growing sports in the US and globally for 3 consecutive years at a rapid growth rate of 223.5% in the United States. There are an estimated over 36.5 million pickleball players in the US and the pickleball equipment market was estimated to be worth $65 billion in 2022 with an expected compounded rate of return of 9%, and expectations to grow to over $155 billion by 2033.
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Recent Material Transactions
On July 3, 2024, the Company entered into a share purchase agreement (the “Purchase Agreement”) with All American Golf Center, Inc. (the “Creditor”), pursuant to which the Creditor agreed to exchange shares of the Company’s common stock in consideration for the Creditor’s release of obligations of the Company to repay expenses in the aggregate amount of $593,670 (the “Payables”) for expenses of the Company previously paid by the Creditor. Pursuant to the Purchase Agreement, the 1,495,390 shares of common stock to be issued by the Company to the Creditor upon consummation of the exchange was determined based upon an implied price per share of common stock, equal to $0.397. The Creditor is an existing significant stockholder of the Company that is owned and controlled by Ronald S. Boreta, President, Chief Executive Officer, Secretary, and a director of the Company, and John Boreta, a then director of the Company.
Also on July 3, 2024, the Company issued warrants (the “Warrants”) to purchase 2,975,000 shares of common stock at an exercise price of $0.397 per share, (i) to James Askew (“Askew”), an individual, who was subsequently appointed as a member of the Board of Directors of the Company (Warrants to purchase 2,269,583 shares of common stock), and (ii) to Investments AKA, LLC (together with Askew, the “Warrant Holders”), a limited liability company indirectly controlled by Andre K. Agassi (Warrants to purchase 705,417 shares of common stock). The Warrants are vested immediately. The Warrants are exercisable as to one half of the shares of Common Stock immediately, and exercisable as to the remaining half of the shares of Common Stock one year following the grant date of the Warrant. The Warrants were issued to the Warrant Holders in consideration of services and support previously performed and provided, and expected to be performed or provided, by the Warrant Holders in furtherance of the Company’s business objectives.
The Company also entered into a Consulting Agreement, dated July 3, 2024, with Askew with respect to his services and the issuance of his Warrants.
On March 6, 2025, the Board of Directors of the Company granted (a) warrants to purchase 500,000 shares of common stock to Justin Gimblestob and (b) warrants to purchase 250,000 shares of common stock to Darren Cahill, two consultants of the Company, in consideration for agreeing to provide advisory services to the Company (collectively, the “Consulting Warrants”). The Consulting Warrants have an exercise price of $1.70 per share and a term of five years. The Consulting Warrants vest immediately and are exercisable 1/2 on March 6, 2025 and 1/2 on September 6, 2025. The Consulting Warrants also allow for cashless exercises and customary anti-dilution rights for stock splits, dividends and similar transactions.
Effective on March 6, 2025, the Board of Directors of the Company, appointed Shawn Cable as the Chief Financial Officer (Principal Accounting/Financial Officer) of the Company (the “Appointment”), which Appointment was effective as of the same date. As a result of the Appointment, Ronald Boreta, the Chief Executive Officer (Principal Executive Officer) of the Company, stepped down from the role of Principal Accounting/Financial Officer and Treasurer of the Company, also effective on March 6, 2025.
The Company has agreed to pay Mr. Cable $75,000 per year, and to grant Mr. Cable warrants to purchase 100,000 shares of common stock with an exercise price of $1.70 per share and a term of five years. The warrants vest immediately and are exercisable 1/2 on March 6, 2025 and 1/2 on September 6, 2025 (the “CFO Warrants”). The CFO Warrants also allow for cashless exercises and customary anti-dilution rights for stock splits, dividends and similar transactions.
Recent Funding Transactions
Between November 4, 2024 and November 7, 2024, the Company entered into a series of subscription agreements (the “Subscription Agreements”), in connection with a private placement offering to accredited investors (the “Investors”), which offering closed on November 7, 2024, and pursuant to which we raised aggregate gross proceeds of $2,500,000 (the “Offering”). Under the Subscription Agreements, the maximum amount of the Offering was $2,500,000, which amount was fully subscribed. In connection with the Offering, we sold to 23 Investors, an aggregate of 2,631,543 shares of our restricted common stock, par value $0.001 per share (the “Shares”) for $0.95 per Share.
The Company currently plans to use the net proceeds from the Offering to advance business operations in the global racquet sports entertainment business, with an initial focus on consolidating, building and growing pickleball and Padel related opportunities, and for working capital and general corporate purposes.
Employees
The Company currently has five employees.
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Intellectual Property
Although we believe that our name is protected by applicable state common law trademark laws, we do not currently have any patents, concessions, licenses, royalty agreements, or franchises.
Government Regulations
Our planned operations will be subject to laws and regulations at federal, state, and local levels, including consumer protection laws, health and safety regulations, licensing requirements related to our planned facilities, environmental laws and regulations, the health and safety of our future employees and accessibility laws, regulations and laws related to the collection, use and security of personal information, and wage and hour and other labor and employment laws.
ITEM 1A. RISK FACTORS
The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.
Summary Risk Factors
Risks Related to Our Planned Business Operations
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We will require additional financing, and we may not be able to raise funds on favorable terms or at all, which raises questions about our ability to continue as a going concern. |
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We have no operating history in the court sports industry and have incurred significant operating losses since inception. We may never become profitable or, if achieved, be able to sustain profitability. |
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The court sport industry is highly competitive, and if the Company fails to compete effectively, it could have a material adverse effect on the Company. |
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Because we have a limited operating history our future operations may not result in profitable operations. |
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We rely on our management and if they were to leave our company our business plan could be adversely affected. |
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We do not currently have any employment agreements in place with management. |
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Our growth strategy involves planned operations in the pickleball and padel industries. |
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Unfavorable economic conditions, including as a result of inflation or otherwise, could have a negative impact on consumer discretionary spending and therefore negatively impact our future results of operations, financial condition and cash flows. |
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Our business could be adversely affected by competition. |
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We could be subject to claims related to the construction or operation of our planned future facilities and the use or condition of our future planned premises, facilities, equipment, services, activities or products, which could have a negative effect on our results of operations and financial condition. |
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We may not be able to maintain the required type or level of insurance coverage on acceptable terms or at an acceptable cost. |
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We may not be able to compete successfully against present or future competitors. |
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Our ability to grow and compete in the future will be adversely affected if adequate capital is not available. |
Regulatory, corporate governance and reporting risks:
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We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting. If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements, and a failure to meet our reporting and financial obligations. |
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Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters. |
Risks Relating to Our Common Stock
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We currently have an illiquid and volatile market for our common stock, and the market for our common stock is and may remain illiquid and volatile in the future. |
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The exercise of our outstanding warrants, and the sale of common stock upon exercise thereof, may adversely affect the trading price of our securities. |
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Our officers and directors beneficially own 33.5% of our outstanding common stock and exercise significant voting control over us, and together with Mr. Andre K. Agassi, hold majority voting control over the Company, which will limit your ability to influence corporate matters and could delay or prevent a change in corporate control. |
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Stockholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock. |
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We have not paid any cash dividends in the past and have no plans to issue cash dividends in the future, which could cause the value of our common stock to have a lower value than other similar companies which do pay cash dividends. |
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Our common stock is considered a “penny stock” under SEC rules and it may be more difficult to resell securities classified as “penny stock.” |
General risk factors:
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Our ability to grow and compete in the future will be adversely affected if adequate capital is not available. |
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If we are unable to manage future growth effectively, our profitability and liquidity could be adversely affected. |
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If we make any acquisitions, they may disrupt or have a negative impact on our business. |
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We incur ongoing costs and expenses for SEC reporting and compliance and without sufficient revenues we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all. |
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We may experience adverse impacts on our reported results of operations as a result of adopting new accounting standards or interpretations. |
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If persons engage in short sales of our common stock, the price of our common stock may decline. |
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Risk Factors
Risks Related to Our Planned Business Operations
We will require additional financing, and we may not be able to raise funds on favorable terms or at all, which raises questions about our ability to continue as a going concern.
Our independent auditors have indicated in their report on our December 31, 2024 and 2023 financial statements that there is substantial doubt about our ability to continue as a going concern. A “going concern” opinion indicates that the financial statements incorporated in this Annual Report have been prepared assuming that we will continue as a going concern for one year from the date the financial statements are issued and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. Therefore, you should not rely on our balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to shareholders, in the event of liquidation. We had an accumulated deficit of $30,138,568, as of December 31, 2024. We expect to require additional funding in the future to continue our business plan, expand or complete acquisitions. In the event we require additional funding in the future, the most likely source of future funds presently available to us will be through the sale of equity capital. Any sale of share capital will result in dilution to existing stockholders. Furthermore, we may incur debt in the future, and may not have sufficient funds to repay our future indebtedness or may default on our future debts, jeopardizing our business viability.
We may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to expand our operations and business, which might result in the value of our common stock decreasing in value or becoming worthless. Additional financing may not be available to us on terms that are acceptable. Consequently, we may not be able to proceed with our intended business plans. Substantial additional funds will still be required if we are to reach our goals that are outlined in this Report. Obtaining additional financing contains risks, including:
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additional equity financing may not be available to us on satisfactory terms and any equity we are able to issue could lead to dilution for current stockholders; |
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loans or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation provisions, which are not acceptable to management or our directors; |
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the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt financing; and |
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if we fail to obtain required additional financing to grow our business, we will need to delay or scale back our business plan, and/or reduce our operating costs, each of which would have a material adverse effect on our business, future prospects, and financial condition. |
We have no operating history in the court sports industry and have incurred significant operating losses since inception. We may never become profitable or, if achieved, be able to sustain profitability.
We have no operating history in the court sports industry upon which to base any assumption as to the likelihood that our operations will prove successful, and we may never achieve profitable operations. We currently expect to incur net losses for the foreseeable future. Even if we do achieve profitability, there can be no guarantee that we will be able to sustain profitability. If we are unsuccessful in operating our business, it will have a material adverse impact on our business, financial condition and results of operations.
The court sport industry is highly competitive, and if the Company fails to compete effectively, it could have a material adverse effect on the Company.
The court sports industry is highly competitive. A number of companies offer services that are similar to the Company’s planned services. The majority of the Company’s current and potential competitors have longer operating histories, significantly greater financial, technical and marketing resources, greater name recognition, broader or more integrated product offerings, larger staffs and a larger installed customer base. These competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements, develop superior services, and devote greater resources to the development, promotion and sale of services than the Company can.
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Because we have a limited operating history our future operations may not result in profitable operations.
There is no significant operating history upon which to base any assumption as to the likelihood that we will prove successful, and we may never achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail. We have not generated any revenues for the years ended December 31, 2024 or 2023, and may never generate revenues, or profitable operations, in the future.
We rely on our management and if they were to leave our company our business plan could be adversely affected.
We are largely dependent upon the personal efforts and abilities of our existing management, namely our current Chief Executive Officer, Ronald Boreta. Moving forward, should the services of our management be lost for any reason, the Company will incur costs associated with recruiting replacements and any potential delays in operations which this may cause. If we are unable to replace such individual with a suitably trained alternative individual(s), we may be forced to scale back or curtail our business plan.
We do not currently have any employment agreements or maintain key person life insurance policies on our executive officer. If our executive officer does not devote sufficient time towards our business, we may never be able to effectuate our business plan.
We do not currently have any employment agreements in place with management.
The Company has not entered into an employment agreement with Mr. Boreta, the Company’s CEO. As such, there are no contractual relationships guaranteeing that Mr. Boreta will stay with the Company and continue its operations. In the event he were to resign, the Company may be unable to get another officer and director to fill the void and performance may be significantly affected.
Our growth strategy involves planned operations in the pickleball and padel industries.
Our planned business operations involves court sports, beginning with planned growth opportunities associated with branding and growing the pickleball and padel industries, both of which are currently experiencing significant growth.
Our future success depends, in large part, on our ability to implement our growth strategies, including expanding our brands’ product offerings to capture market share, continuing to engage in consumer acquisition and retention efforts that drive long-term relationships and continuing to grow our business. Our ability to implement these growth strategies depends, among other things, on our ability to:
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Offer services in the future;
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increase our brand recognition; and
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expand the geographic reach of our brand.
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Moreover, our ability to successfully implement our growth strategies and carry out our plans may be affected by economic and competitive conditions, changes in consumer spending patterns and changes in consumer preferences and styles. We may invest in technology, infrastructure, new businesses, and product offerings, and such significant investments are subject to typical risks and uncertainties inherent in developing a new business or expanding an existing business. These plans could be abandoned, could cost more than anticipated, could impact the quality of our services and could divert resources from other areas of our business, any of which could negatively impact our competitive position and reduce our future revenue and/or future profitability.
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Unfavorable economic conditions, including as a result of inflation or otherwise, could have a negative impact on consumer discretionary spending and therefore negatively impact our future results of operations, financial condition and cash flows.
Our offerings are expected to be recreational in nature and will therefore be discretionary purchases for consumers. Consumers are generally more willing to make discretionary purchases and to spend on leisure during favorable economic conditions and when consumers are feeling confident and prosperous. We expect the future demand for our services will be highly sensitive to downturns in the economy and the corresponding impact on discretionary consumer spending. Any actual or perceived deterioration or weakness in general, regional or local economic conditions, unemployment levels, the job or housing markets, consumer debt levels or consumer confidence, as well as other adverse economic or market conditions due to inflation or otherwise may lead to customers having less discretionary income to spend on entertainment and recreational activities, and may result in significant fluctuations and spending patterns year to year. Discretionary spending is also affected by many other factors, including general business conditions, interest rates, the availability of consumer credit, taxes and consumer confidence in future economic conditions. Our future revenues, if any, could decline during periods when disposable income is lower, or during periods of actual or perceived unfavorable economic conditions. A significant or prolonged decline in general economic conditions or uncertainties regarding future economic prospects that adversely affect consumer discretionary spending, could have a negative impact on our results of operations, financial condition and cash flows.
Our business could be adversely affected by competition.
We expect to compete with numerous industry participants. Competitors may also attempt to copy all or portions of our business model or services, which could erode our market share and brand recognition or impair our business and results of operations. It is also possible that competitors could introduce new products and services or new ways to provide those products and services that negatively impact consumer preference or willingness to pay for our future products and services. Certain competitors may have advantages over us including greater name recognition and/or resources, and non-profit and government organizations may be able to obtain land and construct facilities at a lower cost and collect membership fees without paying taxes, thereby allowing them to charge lower prices. Additionally, consolidation in the industry could result in increased competition among participants. This competition may limit our ability to attract and retain members or to optimize our revenue, each of which could materially and adversely affect our business, results of operations and financial condition.
We could be subject to claims related to the construction or operation of our planned future facilities and the use or condition of our future planned premises, facilities, equipment, services, activities or products, which could have a negative effect on our results of operations and financial condition.
Use of our future planned premises, facilities, equipment, services, activities or products pose potential health or safety risks to members and guests. Claims may be asserted against us for loss, injury or death suffered by someone (including a minor child) using our future planned premises, facilities, equipment, services, activities or products. We could also face claims in connection with the construction of our planned facilities, as well as claims related to environmental matters or remediation. While we expect to carry insurance generally applicable to such claims, we will face exposure for losses within any self-insured retention or for uninsured damages.
We could also face claims for economic or other damages by future members, guests or employees, including consumer protection, wage and hour, or other statutory or common law claims arising from our business operations. Such claims may be uninsured or the proceeds of our insurance coverages for such claims may be insufficient to cover our losses fully. Depending upon the outcome, these matters may have a material adverse effect on our business, results of operations and financial condition.
We may not be able to maintain the required type or level of insurance coverage on acceptable terms or at an acceptable cost.
We may not be able to maintain insurance in the future for our operations, including general liability and property insurance, on acceptable terms or maintain a level of insurance that would provide adequate coverage against potential third-party liability, health and safety and other claims. An increase in the number of claims against similar companies generally or against us in particular may cause the cost of insurance for the industry as a whole or us in particular to rise, and comprehensive insurance coverage may become more difficult to attain. Any gaps in insurance or any increase in the cost of insurance may have a material adverse effect on our business, results of operations and financial condition.
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We may not be able to compete successfully against present or future competitors.
We do not have the resources to compete with larger providers of similar planned services at this time. With the limited resources we have available, we may experience great difficulties in expanding our operations. Competition from existing and future competitors could result in our inability to secure funding to expand our business. This competition from other entities with greater resources and experience may result in our failure to maintain or expand our business, as we may never be able to successfully execute our business plan.
Our ability to grow and compete in the future will be adversely affected if adequate capital is not available.
The ability of our business to grow and compete depends on the availability of adequate capital, which in turn depends in large part on the availability of equity and debt financing. Our cash flow from operations, if any, in the future may not be sufficient or we may not be able to obtain equity or debt financing on acceptable terms or at all to implement our growth strategy. As a result, adequate capital may not be available to finance our current growth plans, take advantage of business opportunities or respond to competitive pressures, any of which could harm our business.
Regulatory, corporate governance and reporting risks:
We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting. If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements, and a failure to meet our reporting and financial obligations.
Maintaining effective internal control over financial reporting and effective disclosure controls and procedures are necessary for us to produce reliable financial statements. As reported under “Item 4. Controls and Procedures”, as of December 31, 2024, our Chief Executive Officer has determined that our disclosure controls and procedures were not effective. Separately, as of December 31, 2024, management has identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We determined that we had a material weakness because, we did not have sufficient personnel to allow segregation of duties to ensure the completeness or accuracy of our information.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.
Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.
The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York Stock Exchange and The Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or The Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.
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We do not currently have an independent audit or compensation committee. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and any potential investors may be reluctant to provide us with funds necessary to expand our operations.
We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of the Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.
Risks Relating to Our Common Stock
We currently have an illiquid and volatile market for our common stock, and the market for our common stock is and may remain illiquid and volatile in the future.
We currently have a highly sporadic, illiquid and volatile market for our common stock, which market is anticipated to remain sporadic, illiquid and volatile in the future. During the last 52 weeks our common stock has traded as high as $4.00 per share and as low as $0.17 per share. The market price of our common stock may continue to be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates, and market conditions in general could have a significant impact on the future market price of our common stock. The trading price of our common stock could also be affected by:
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“short squeezes”; |
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comments by securities analysts or other third parties, including blogs, articles, message boards and social and other media; |
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large stockholders exiting their position in our securities or an increase or decrease in the short interest in our securities; |
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actual or anticipated fluctuations in our financial and operating results; |
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the recruitment or departure of key personnel; |
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actual or anticipated changes in estimates as to financial results, operational timelines or recommendations by securities analysts; |
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the timing and outcome of our business plan; |
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significant lawsuits or stockholder litigation; |
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variations in our financial results or those of companies that are perceived to be similar to us; |
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market conditions in the court sports industry; |
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general economic, political, and market conditions and overall fluctuations in the financial markets in the U.S. and abroad; and |
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investors’ general perception of us and our business. |
Our common stock is quoted on the OTC Pink Market under the symbol “AASP”. Our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. Additionally, general economic, political and market conditions, such as recessions, inflation, war, interest rates or international currency fluctuations may adversely affect the market price of our common stock. Due to the limited volume of our shares which trade, we believe that our stock prices (bid, ask and closing prices) may not be related to our actual value, and not reflect the actual value of our common stock. You should exercise caution before making an investment in us.
Stock markets in general and our stock price in particular have recently experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies and our company. Broad market fluctuations may adversely affect the trading price of our securities. Additionally, these and other external factors have caused and may continue to cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent our stockholders from readily selling their shares of our common stock and may otherwise negatively affect the liquidity of our common stock.
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Additionally, as a result of the illiquidity of our common stock, investors may not be interested in owning our common stock because of the inability to acquire or sell a substantial block of our common stock at one time. Such illiquidity could have an adverse effect on the market price of our common stock. In addition, a shareholder may not be able to borrow funds using our common stock as collateral because lenders may be unwilling to accept the pledge of securities having such a limited market. An active trading market for our common stock may not develop or, if one develops, may not be sustained.
In the past, many companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.
The exercise of our outstanding warrants, and the sale of common stock upon exercise thereof, may adversely affect the trading price of our securities.
As of the date of this Report, we had (a) 2,975,000 shares of common stock issuable upon exercise of warrants which have an exercise price of $0.40 per share; and (b) 850,000 shares of common stock issuable upon exercise of warrants which have an exercise price of $1.70 per share. The warrants have cashless exercise rights. For the life of the warrants, the holders have the opportunity to profit from a rise in the market price of our common stock without assuming the risk of ownership. The issuance of shares upon the exercise of outstanding securities will also dilute the ownership interests of our existing stockholders.
The availability of these shares for public resale, as well as any actual resales of these shares, could adversely affect the trading price of our common stock. We cannot predict the size of future issuances of our common stock pursuant to the exercise of outstanding warrants, or the effect, if any, that future issuances and sales of shares of our common stock may have on the market price of our common stock. Sales or distributions of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may cause the market price of our common stock to decline.
In addition, the common stock issuable upon exercise of the warrants may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of our stock will decrease, and any additional shares which stockholders attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb shares sold by holders of our Warrants, then the value of our common stock will likely decrease.
Because the warrants may also be exercised by way of a cashless exercise, meaning that the holders may not pay a cash purchase price upon exercise, but instead would receive upon such exercise the net number of shares of our common stock determined according to the formula set forth in the warrants, we may not receive any funds upon the exercise of the warrants.
Our officers and directors beneficially own 33.5% of our outstanding common stock and exercise significant voting control over us, and together with Mr. Andre K. Agassi, hold majority voting control over the Company, which will limit your ability to influence corporate matters and could delay or prevent a change in corporate control.
Our officers and directors currently own approximately 33.5% of the issued and outstanding shares of our common stock and our officers and directors and Mr. Andre K. Agassi, a consultant to the Company, beneficially own over a majority of our outstanding common stock. As a result, such persons control the shareholder vote. As a result, they have the ability to influence matters affecting our shareholders and will therefore exercise control in determining the outcome of all corporate transactions or other matters, including (i) making amendments to our Articles of Incorporation; (ii) whether to issue additional shares of common stock and preferred stock, including to themselves; (iii) employment decisions, including compensation arrangements; (iv) whether to enter into material transactions with related parties; (v) election of directors; and (vi) any merger or significant corporate transactions, including with themselves or other related parties. Additionally, it will be difficult if not impossible for investors to remove our current directors, which will mean they will remain in control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors. As a potential investor in the Company, you should keep in mind that even if you own shares of our common stock and wish to vote them at annual or special shareholder meetings, your shares will likely have little effect on the outcome of corporate decisions. The interests of our officers and directors and Mr. Agassi may not coincide with our interests or the interests of other shareholders.
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In addition, this concentration of ownership might adversely affect the market price of our common stock by: (1) delaying, deferring or preventing a change of control of our Company; (2) impeding a merger, consolidation, takeover or other business combination involving our Company; or (3) discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our Company.
Stockholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock.
We have no committed source of financing. Wherever possible, our Board of Directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our Board of Directors has authority, without action or vote of the stockholders, to issue all or part of the authorized but unissued shares of common stock. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing stockholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management.
We have not paid any cash dividends in the past and have no plans to issue cash dividends in the future, which could cause the value of our common stock to have a lower value than other similar companies which do pay cash dividends.
We have not paid any cash dividends on our common stock to date and do not anticipate any cash dividends being paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results and capital needs of the business, it is anticipated that any earnings will be retained to finance our future expansion. As we have no plans to issue cash dividends in the future, our common stock could be less desirable to other investors and as a result, the value of our common stock may decline, or fail to reach the valuations of other similarly situated companies who have historically paid cash dividends in the past.
Our common stock is considered a “penny stock” under SEC rules and it may be more difficult to resell securities classified as a “penny stock.”
Our common stock is a “penny stock” under applicable SEC rules (generally defined as non-exchange traded stock with a per-share price below $5.00). Unless we maintain a per-share price above $5.00 (or obtain a listing on a national securities exchange), our common stock will continue to be a “penny stock.” These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.
Legal remedies available to an investor in “penny stocks” may include the following:
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If a “penny stock” is sold to the investor in violation of the requirements listed above, or other Federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment. |
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If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages. |
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These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.
Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due to, among other reasons, the increased financial risk generally associated with these investments.
For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock will not be classified as a “penny stock” in the future.
General risk factors:
Our ability to grow and compete in the future will be adversely affected if adequate capital is not available.
The ability of our business to grow and compete depends on the availability of adequate capital, which in turn depends in large part on our cash flow from operations and the availability of equity and debt financing. Our cash flow from operations may not be sufficient or we may not be able to obtain equity or debt financing on acceptable terms or at all to implement our growth strategy. As a result, adequate capital may not be available to finance our current growth plans, take advantage of business opportunities or respond to competitive pressures, any of which could harm our business.
If we are unable to manage future growth effectively, our profitability and liquidity could be adversely affected.
Our ability to achieve our desired growth depends on our execution in functional areas such as management, sales and marketing, finance and general administration and operations. To manage any future growth, we must continue to improve our operational and financial processes and systems and expand, train and manage our employee base and control associated costs. Our efforts to grow our business, both in terms of size and in diversity of customer bases served, will require rapid expansion in certain functional areas and put a significant strain on our resources. We may incur significant expenses as we attempt to scale our resources and make investments in our business that we believe are necessary to achieve long-term growth goals. If we are unable to manage our growth effectively, our expenses could increase without a proportionate increase in revenue, our margins could decrease, and our business and results of operations could be adversely affected.
If we make any acquisitions, they may disrupt or have a negative impact on our business.
If we make acquisitions in the future, funding permitting, which may not be available on favorable terms, if at all, we could have difficulty integrating the acquired company’s assets, personnel and operations with our own. We do not anticipate that any acquisitions or mergers we may enter into in the future would result in a change of control of the Company. In addition, the key personnel of the acquired business may not be willing to work for us. We cannot predict the effect expansion may have on our core business. Regardless of whether we are successful in making an acquisition, the negotiations could disrupt our ongoing business, distract our management and employees and increase our expenses. In addition to the risks described above, acquisitions are accompanied by a number of inherent risks, including, without limitation, the following:
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the difficulty of integrating acquired products, services or operations; |
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the potential disruption of the ongoing businesses and distraction of our management and the management of acquired companies; |
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difficulties in maintaining uniform standards, controls, procedures and policies; |
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the potential impairment of relationships with employees and customers as a result of any integration of new management personnel; |
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the potential inability or failure to achieve additional sales and enhance our customer base through cross-marketing of the products to new and existing customers; |
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the effect of any government regulations which relate to the business acquired; |
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potential unknown liabilities associated with acquired businesses or product lines, or the need to spend significant amounts to retool, reposition or modify the marketing and sales of acquired products or operations, or the defense of any litigation, whether or not successful, resulting from actions of the acquired company prior to our acquisition; and |
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potential expenses under the labor, environmental and other laws of various jurisdictions. |
Our business could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problems encountered in connection with an acquisition, many of which cannot be presently identified. These risks and problems could disrupt our ongoing business, distract our management and employees, increase our expenses, and adversely affect our results of operations.
We incur ongoing costs and expenses for SEC reporting and compliance and without sufficient revenues we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.
In order for us to remain in compliance with our on-going reporting requirements, we may require additional capital and/or future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources or require us to obtain additional capital through the sale of equity or debt. If we are unable to further capitalize the Company or generate sufficient revenues to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all. There are ongoing costs and expenses for SEC reporting, including the general booking and accounting costs for the preparation of the financial quarterly (Form 10-Qs) and annual filings (Form 10-Ks), and auditor’s fees. Further, there are processing costs in preparing and converting documents and disclosures through the EDGAR filing system, including certain costs for the XBRL that are required as part of the EDGAR filing.
We may experience adverse impacts on our reported results of operations as a result of adopting new accounting standards or interpretations.
Our implementation of and compliance with changes in accounting rules, including new accounting rules and interpretations, could adversely affect our reported financial position or operating results or cause unanticipated fluctuations in our reported operating results in future periods.
If persons engage in short sales of our common stock, the price of our common stock may decline.
Selling short is a technique used by a stockholder to take advantage of an anticipated decline in the price of a security. In addition, holders of options and warrants will sometimes sell short knowing they can, in effect, cover through the exercise of an option or warrant, thus locking in a profit. A significant number of short sales or a large volume of other sales within a relatively short period of time can create downward pressure on the market price of a security. Stockholders could, therefore, experience a decline in the value of their investment as a result of short sales of our common stock.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Risk Management and Strategy
The Company understands the importance of preventing, assessing, identifying, and managing material risks associated with cybersecurity threats. Cybersecurity processes to assess, identify and manage risks from cybersecurity threats have been incorporated as a part of the Company’s overall risk assessment process. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees (of which we currently have none) or customers (of which we currently have none) and violation of data privacy or security laws.
The Company’s cybersecurity environment is led by its Chief Executive Officer, who in addition to cybersecurity matters, oversees the Company’s IT infrastructure and is responsible for monitoring and managing the security of the Company's corporate network and enterprise systems, including technical controls, and safety protocols and responding to security threats. Our Chief Executive Officer reports to the Board of Directors, and the full Board of Directors is responsible for oversight of risks from cybersecurity threats.
The Company establishes safeguards for protecting the confidentiality, integrity, and availability of our data, technology, and information systems.
As of and for the year ended December 31, 2024, there have been no cybersecurity incidents that have materially affected the Company’s business strategy, results of operations, or financial condition.
ITEM 2. PROPERTIES
The Company’s corporate offices are located at 1120 N Town Center Drive, Suite 160, Las Vegas, Nevada 89144 in space shared with The Agassi Foundation which is provided to the Company without charge.
ITEM 3. LEGAL PROCEEDINGS
Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we are not currently a party to any material legal proceeding. In addition, we are not aware of any material legal or governmental proceedings against us or contemplated to be brought against us.
ITEM 4. MINE SAFETY DISCLOSURES.
This item is not applicable to the Company.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Market for Common Stock
Our common stock is quoted on the OTC Pink Market maintained by OTC Markets under the symbol “AASP”.
The following table sets forth the range of high and low sales prices for our common stock for each of the periods indicated as reported by the OTC Pink Market. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Due to the fact that trading in our common stock is extremely sporadic, with multiple trading days where no trading occurs, and limited, with many trading days trading less than 3,000 shares of common stock, we believe the high and low sales prices below should not be relied upon as a basis for determining the value of our common stock.
12 Month Period Ended December 31, 2024 |
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Low |
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Quarter ended December 31, 2024 |
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$ |
4.000 |
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$ |
0.710 |
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Quarter ended September 30, 2024 |
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1.820 |
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0.173 |
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Quarter ended June 30, 2024 |
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0.405 |
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0.172 |
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Quarter ended March 31, 2024 |
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0.510 |
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0.211 |
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12 Month Period Ended December 31, 2023 |
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Low |
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Quarter ended December 31, 2023 |
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$ |
0.628 |
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$ |
0.112 |
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Quarter ended September 30, 2023 |
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0.240 |
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0.144 |
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Quarter ended June 30, 2023 |
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0.300 |
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0.130 |
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Quarter ended March 31, 2023 |
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0.493 |
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0.130 |
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Holders
The number of holders of record of the Company’s $0.001 par value common stock as of March 19, 2025 was approximately 582. This does not include shareholders who hold stock in their accounts at broker/dealers.
Dividends
Holders of common stock are entitled to receive such dividends as may be declared by the Company’s Board of Directors. No dividends have been paid with respect to the Company’s common stock and no dividends are expected to be paid in the foreseeable future. It is the present policy of the Board of Directors to retain all earnings to provide for the growth of the Company. Payment of cash dividends in the future will depend, among other things, upon the Company’s future earnings, requirements for capital improvements and financial condition.
Recent Sales of Unregistered Securities.
There have been no sales of unregistered securities during the quarter ended December 31, 2024, and from the period from January 1, 2025 to the filing date of this Report which have not previously been disclosed in a Current Report on Form 8-K or Quarterly Report on Form 10-Q.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
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ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion of the Company’s historical performance and financial condition should be read together with the consolidated financial statements and related notes in “Item 8. Financial Statements and Supplemental Data” of this Report. This discussion contains forward-looking statements based on the views and beliefs of our management, as well as assumptions and estimates made by our management, see “Cautionary Statement Regarding Forward-Looking Information”. These statements by their nature are subject to risks and uncertainties, and are influenced by various factors. As a consequence, actual results may differ materially from those in the forward-looking statements. See “Item 1A. Risk Factors” of this report for the discussion of risk factors.
Summary of The Information Contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:
|
● |
Plan of Operations. A description of our plan of operations for the next 12 months including required funding. |
|
● |
Results of Operations. An analysis of our financial results comparing the years ended December 31, 2024 and 2023. |
|
● |
Liquidity and Capital Resources. An analysis of changes in our consolidated balance sheets and cash flows and discussion of our financial condition. |
|
● |
Critical Accounting Policies and Estimates. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. |
Plan of Operations
We had an accumulated deficit of $30,138,568 as of December 31, 2024. We may however require additional funding in the future. We plan to raise additional required funding when required through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate revenues.
Results of Operations
Results of Operations for the year ended December 31, 2024 Compared to the year ended December 31, 2023.
We generated no revenues for the year ended December 31, 2024 or 2023.
For the year ended December 31, 2024 and 2023, general and administrative expenses, consisting of stock-based compensation, salaries, legal fees, audit fees and miscellaneous administrative costs that totaled $793,749 and $69,875, respectively, an increase of $723,874 from the prior period, which increase was mainly the result of an increase in stock based compensation in connection with warrants issued to James Askew and AKA, LLC. In addition $40,000 in salary was paid to Ron Boreta in 2024. Legal fees totaling over $64,000 paid in 2024 contributed to the loss.
We had a net loss of $793,749 and $69,875, for the years ended December 31, 2024, and 2023, respectively, which net loss increased for the reason described above.
|
19 |
|
|
Liquidity and Capital Resources
The following table summarizes our current assets, liabilities, and working capital at December 31, 2024 and December 31, 2023.
|
December 31, 2024 |
December 31, 2023 |
Increase / (Decrease) |
|
$ |
|
|||
|
|
|
|
|
Current Assets |
$2,319,280 |
$38 |
$2,319,242 |
|
Current Liabilities |
$46,915 |
$610,287 |
$(563,372) |
|
Working Capital (Deficit) |
$2,272,365 |
($610,249) |
$2,882,614 |
|
The increase of $2,882,614 in working capital was mainly due to an increase of $2,319,242 in cash, relating to cash raised in a private offering in November 2024, and a decrease in amounts due to related parties to $0 as of December 31, 2024, compared to $587,607 as of December 31, 2023, as a result of the terms of the Purchase Agreement, discussed above.
Cash Flows
We had $149,377 of net cash used in operating activities for the year ended December 31, 2024, which was mainly due to $793,749 of net loss, offset by $619,867 of stock-based compensation expense. We had $56,229 of net cash used in operating activities for the year ended December 31, 2023, which was mainly due to $69,875 of net loss, offset by $13,646 of accounts payable and accrued expenses.
We had $10,050 and $0 of net cash used in investing activities for the years ended December 31, 2024 and 2023, respectively, which was due to purchase of property and equipment in 2024.
We had $2,478,669 and $56,229 of net cash provided by financing activities for the years ended December 31, 2024 and 2023, respectively, which for the 2024 period was mainly due to the issuance of common stock pursuant to a private placement for net proceeds of $2,472,606 and for the 2023 period was mainly due to proceeds from related party in connection with shares issued in exchange for elimination of related party balance due.
We do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers, directors or majority stockholders. Additional financing may not be available on favorable terms, if at all.
In the future, we may be required to seek additional capital by selling additional debt or equity securities, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then stockholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to curtail or abandon our business operations, and any investment in the Company could become worthless.
Going Concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, for the years ended December 31, 2024 and 2023, the Company had net loss of $793,749 and $69,875, respectively As of December 31, 2024, we had an accumulated deficit of $30,138,568. These factors raise substantial doubt about the company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
The Company has no significant assets and continues to depend on equity raises to provide funds to pay its ongoing expenses. There can be no assurance however that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
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20 |
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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.
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.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.
“Note 2. Summary of Significant Accounting Policies” in the Notes to Financial Statements in Part II, Item 8, of this Report, describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements.
Related party transactions
Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.
Stock-Based Compensation
The Company accounts for stock-based compensation to employees in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date of employee termination.
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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
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21 |
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
GLOBAL ACQUISITIONS CORP.
TABLE OF CONTENTS TO FINANCIAL STATEMENTS
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Page |
Index to Financial Statements |
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Report of Independent Registered Public Accounting Firm (ID # |
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22 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Global Acquisitions Corporation
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Global Acquisitions Corporation (the Company) as of December 31, 2024 and 2023, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
The Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the accompanying financial statements, the Company has suffered recurring losses from operations, generated negative cash flows from operating activities, and has an accumulated deficit that raises substantial doubt about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plan in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements, and (2) involved our especially challenging, subjective, or complex judgments.
We determined that there are no critical audit matters.
/s/ |
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We have served as the Company’s auditor since 2015. |
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PCAOB ID 587 |
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March 26, 2025 |
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23 |
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GLOBAL ACQUISITIONS CORPORATION
BALANCE SHEETS
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December 31, |
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2024 |
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2023 |
ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ |
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$ |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Total assets |
$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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Current liabilities: |
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Accounts payable and accrued expenses |
$ |
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$ |
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Due to related parties |
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Total liabilities |
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Stockholders' equity (deficit): |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
Total stockholders' equity (deficit) |
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( |
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Total liabilities and stockholders' equity (deficit) |
$ |
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$ |
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The accompanying notes are an integral part of these financial statements.
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24 |
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GLOBAL ACQUISITIONS CORPORATION
STATEMENTS OF OPERATIONS
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Year Ended |
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December 31, |
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2024 |
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2023 |
Net revenue |
$ |
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$ |
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Operating expenses: |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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Net loss |
$ |
( |
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$ |
( |
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Weighted average common shares outstanding - basic and diluted |
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Net loss per common share - basic and diluted |
$ |
( |
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$ |
( |
The accompanying notes are an integral part of these financial statements.
|
25 |
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GLOBAL ACQUISITIONS CORPORATION
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
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Additional |
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Total |
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Common Stock |
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Paid-in |
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Accumulated |
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Stockholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity (Deficit) |
Balances at December 31, 2022 |
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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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( |
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( |
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Balances at December 31, 2023 |
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( |
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( |
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Balances at December 31, 2023 |
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( |
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( |
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Shares issued pursuant to settlement of payables |
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Issuance of common stock pursuant to private placement |
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Offering costs |
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( |
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( |
Stock-based compensation |
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Net loss |
- |
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( |
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( |
||
Balances at December 31, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these financial statements.
|
26 |
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GLOBAL ACQUISITIONS CORPORATION
STATEMENTS OF CASH FLOWS
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Year Ended |
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December 31, |
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2024 |
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2023 |
Cash flows from operating activities: |
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Net loss |
$ |
( |
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$ |
( |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation expense |
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Stock-based compensation expense |
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Changes in operating assets and liabilities: |
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Accounts payable and accrued expenses |
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Net cash used in operating activities |
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( |
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( |
Cash flows from investing activities: |
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Purchase of property and equipment |
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( |
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Net cash used in operating activities |
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( |
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Cash flows from financing activities: |
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Proceeds from issuance of common stock, net of offering costs |
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Proceeds from related parties |
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Net cash provided by financing activities |
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Net change in cash and cash equivalents |
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Cash and cash equivalents at beginning of year |
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Cash and cash equivalents at end of year |
$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Cash paid for income taxes |
$ |
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$ |
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Cash paid for interest |
$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Shares issued pursuant to settlement of payables |
$ |
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$ |
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The accompanying notes are an integral part of these financial statements.
|
27 |
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GLOBAL ACQUISITIONS CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION
a. ORGANIZATION
The Company was incorporated in Nevada on March 6, 1984, under the name “Sporting Life, Inc.” The Company’s name was changed to “St. Andrews Golf Corporation” on December 27, 1988, to “Saint Andrews Golf Corporation” on August 12, 1994, and to All-American SportPark, Inc. (“AASP”) on December 14, 1998. Effective February 15, 2021 the name of the Company was changed to “Global Acquisitions Corporation.”
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”).
In connection with the closing of the Transfer Agreement,
AAGC assumed the obligation of the Company to pay Ronald Boreta for deferred
salary of $
Also in connection with the closing of the Transfer
Agreement, entities controlled by the Boretas cancelled $
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
b. BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America. (“GAAP”).
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 is currently focused on opportunities in the pickleball and padel industries.
|
28 |
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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 fair value of warrants. 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. PROPERTY AND EQUIPMENT, NET
Property and equipment are stated at cost less accumulated depreciation and amortization. Property and equipment consists of computer equipment and depreciation expense is recognized using the straight-line method over the estimated useful life of five years for computer and equipment.
When assets are retired or otherwise disposed of, the cost, accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the statements of operations in the period realized. Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to operating expenses as incurred.
The following is a summary of property and equipment:
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As Of December 31 |
|
|||
|
|
2024 |
|
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2023 |
|
Computers and equipment |
$ |
|
|
|
||
Accumulated depreciation |
|
( |
|
|
|
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Property and equipment, net |
$ |
|
$ |
|
||
Depreciation expense was $270 and $0 for the years ended December 31, 2024 and 2023, respectively.
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.
|
29 |
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d. 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. 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. |
At December 31, 2024, and 2023, the carrying amount of due to related party and accounts payable and accrued liabilities approximate fair value because of the short maturity of these instruments.
e. EARNINGS (LOSS) PER SHARE
Basic earnings 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 year. Common stock
equivalent shares are excluded from the computation if their effect is
antidilutive. As of December 31, 2024,
we had
Loss per share is computed by dividing reported net loss
by the weighted average number of common shares outstanding during the year.
The weighted-average number of common shares used in the calculation of basic
loss per share was
f. RELATED PARTIES
Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.
g. STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation to employees in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date of employee termination.
h. SEGMENT INFORMATION
In accordance with ASC 280, Segment Reporting (“ASC 280”), we identify our operating segments according to how our business activities are managed and evaluated. ASC 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment.
When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:
Schedule of Segment Reporting
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Year Ended |
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|||
|
|
December 31, |
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|||
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|
2024 |
|
|
2023 |
|
Total operating expenses |
$ |
|
$ |
|
||
The key measures of segment profit or loss reviewed by our CODM are operating expenses. Operating costs are reviewed and monitored by the CODM to manage and forecast cash. The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
|
30 |
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i. RECENT ACCOUNTING PRONOUNCEMENTS
In November 2023, the FASB issued ASU 2023-07 (“Topic 280”). The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on January 1, 2024. The amendments were applied retrospectively to all prior periods presented in the financial statements. The adoption of ASU 2023-07 has not had a material impact on the Company’s financial statements and disclosures.
The Company believes there was no other 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
The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the accompanying
financial statements, for the years ended December 31, 2024 and 2023, the
Company had a net loss of $
The Company’s management believes that its operations may not be sufficient to fund operating cash needs over at least the next 12 months. The Company may require additional funding in the future. The Company plans to raise additional required funding when required through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If the Company is unable to access additional capital moving forward, it may hurt its ability to grow and to generate revenues.
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.
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.
On July 3, 2024, the Company
entered into a share purchase agreement with All American Golf Center, Inc.,
pursuant to which the Creditor agreed to exchange shares of the Company’s
common stock in consideration for the Creditor’s release of obligations of the
Company to repay expenses in the aggregate amount of $
Effective on July 3, 2024, the Company
issued
Also on July 3, 2024, the Company
issued warrants to purchase
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The Company also entered into a Consulting Agreement, dated July 3, 2024, with Askew with respect to his services and the issuance of his Warrants.
The Company’s corporate offices are located at 1120 N Town Center Drive, Suite 160, Las Vegas, Nevada 89144 in space shared with The Agassi Foundation, which is provided to the Company without charge.
NOTE 5. COMMITMENTS
The Company has no commitments.
NOTE 6. INCOME TAXES
The Company accounts for income taxes under ASC Topic 740: Income Taxes, which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry-forwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.
On December 22, 2017, the U.S. federal government
enacted the Tax Cuts and Jobs Act (the “2017 Tax Act”). Management reviewed and
incorporated the new tax bill implications in the 2017 financial statements.
The main change is the re-measurement of deferred taxes at the new corporate
tax rate of
The components of income tax provision (benefit) for the years ended December 31, 2024 and 2023 are as follow:
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2023 |
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Current taxes: |
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Federal |
$ |
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$ |
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Total current taxes |
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Deferred tax provision (benefit) |
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Income tax provision (benefit) |
$ |
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$ |
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A reconciliation of the income tax (provision) benefit at the statutory rate of 21% for the years ended December 31, 2024 and 2023 to the Company’s effective tax rate is as follows:
Schedule Of Effective Income Tax Rate Reconciliation
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2024 |
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2023 |
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U.S. Statutory tax rate |
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% |
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% |
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Change in valuation reserve on deferred tax assets |
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( |
)% |
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( |
)% |
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Income tax (provision) benefit |
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% |
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% |
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Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2024 and 2023 are as follows:
Schedule Of Deferred Tax Assets And Liabilities
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2024 |
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2023 |
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Deferred tax assets: |
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Net operating loss carryforwards |
$ |
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$ |
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Total deferred tax assets |
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Valuation reserve |
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( |
) |
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( |
) |
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Net deferred tax assets (liability) |
$ |
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$ |
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As of December 31, 2024 and 2023, the Company had
available for income tax purposes approximately $
The provision (benefit) for income taxes attributable to income (loss) from continuing operations does not differ materially from the amount computed at the federal income tax statutory rate.
NOTE 7. CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES
PREFERRED STOCK
Preferred stock, $
COMMON STOCK
Effective February 15, 2022, the number of
authorized common stock, $
Effective
on July 3, 2024, the Company issued
In November 2024, the Company issued an aggregate of
There were
WARRANTS
The following is a summary of warrants for the year ended December 31, 2024:
Summary of Warrants
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Warrants |
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Weighted Average Exercise Price |
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Instrinsic Value |
Outstanding as of December 31, 2023 |
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$ |
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$ |
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Granted |
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$ |
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Exercised |
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Forfeited |
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Outstanding as of December 31, 2024 |
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$ |
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$ |
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Exerciseable as of December 31, 2023 |
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$ |
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Exerciseable as of December 31, 2024 |
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$ |
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$ |
The
weighted-average remaining term of the warrants outstanding was
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On July 3, 2024, the Company issued warrants (the “Warrants”) to purchase Common Stock at an exercise price of $0.3970 per share, (i) to James Askew (“Askew”), an individual, for an aggregate of 2,269,583 shares of Common Stock, and (ii) at an exercise price of $0.3970 per share to Investments AKA, LLC, a limited liability company indirectly controlled by Andre K. Agassi, for an aggregate of 705,417 shares of Common Stock. The Warrants are vested immediately. The Warrants were issued to the warrant holders in consideration of services and support previously performed and provided, and expected to be performed or provided, by the warrant holders in furtherance of the Company’s business objectives. The Company entered into a Consulting Agreement, dated July 3, 2024, with Askew with respect to his services and the issuance of his Warrants.
The
fair value of the warrants was $
Schedule of Warrants Valuation Assumptions
Risk-free interest rate |
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Expected term (in years) |
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Expected volatility |
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Expected dividend yield |
The Company recognized $619,867 in stock-based compensation expense pertaining to these warrants during the year ended December 31, 2024, based on the vesting conditions noted above.
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NOTE 8. SUBSEQUENT EVENTS
On January 7, 2025, the board of directors (the “Board”) of Global Acquisitions Corp. (the “Company”) adopted amended and restated bylaws of the Company (as amended and restated, the “Amended and Restated Bylaws”).
The Amended and Restated Bylaws include amendments to do the following: (i) allow for the Company to issue uncertificated/book-entry shares (previously the Bylaws were silent as to uncertificated shares); (ii) update the voting requirements at meetings of shareholders to be consistent with Nevada law, which provides for a proposal to be approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action (previously the Bylaws provided for majority approval); (iii) provide for roles of additional officers of the Company, including Chief Executive Officer, Chief Financial Officer, Vice Presidents, Assistant Secretaries, Assistant Treasurers and others (the original Bylaws only provided for roles for a President, Secretary and Treasurer); (iv) update the principal address of the Company to be at such location within or without the State of Nevada as may be determined from time to time by resolution of the Board, instead of the fixed address set forth in the prior Bylaws; (v) update the informational and other requirements and procedures for any shareholder nominating individuals for election to the Board or proposing other business at a shareholder meeting, including to address the adoption by the Securities and Exchange Commission of “universal proxy” rules; (vi) provide that only the Chief Executive Officer, the Board, or the Chairman of the Board, may call special meetings of shareholders (previously the Bylaws were silent as to who could call meetings of shareholders); (vii) provide that in the absence of a quorum at any meeting or any adjournment thereof, (A) the Board, without a vote of the shareholders, may (1) postpone, reschedule, or cancel any previously scheduled annual meeting of shareholders and (2) postpone, reschedule, or cancel any previously scheduled special meeting of the shareholders called by the Board or management (but not by the shareholders); or (B) the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, or, in the absence therefrom of all the shareholders, any officer entitled to preside at, or to act as secretary of, such meeting, may adjourn the meeting from time to time until a quorum shall be represented; (viii) clarify the steps required for shareholders to take action via a written consent to action without a meeting, including certain confirmation and inspection requirements associated therewith; (ix) clarify that meetings of shareholders and directors may take place through electronic communications, videoconferencing, teleconferencing or other available technology; (x) provide that the number of directors shall be no less than one and no more than fifteen (previously the Bylaws did not provide a limit on the total numbers of directors); (xi) provide that in the event that the Board elects a Chairman of the Board who is an employee of the Company, the Board may also elect a Lead Independent Director who shall preside at all meetings of the Board and shareholders at which he or she shall be present and the Chairman of the Board is not present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board, the Amended and Restated Bylaws or as may be provided by law; (xii) set forth procedures for the formation of Board committees; (xiii) expand upon the rights of indemnification and indemnification procedures for officers and directors of the Company, including that each Indemnitee (as described in the Amended and Restated Bylaws) shall be indemnified and held harmless by the Company to the fullest extent permitted by Nevada law; and (xiv) affect certain updates and modernization changes to the prior Bylaws. The Amended and Restated Bylaws also reflect certain other clarifying and/or conforming changes.
On March 6, 2025, the Board of
Directors of the Company granted (a) warrants to purchase
Effective on March 6, 2025, the Board of Directors of the Company, appointed Shawn Cable as the Chief Financial Officer (Principal Accounting/Financial Officer) of the Company (the “Appointment”), which Appointment was effective as of the same date. As a result of the Appointment, Ronald Boreta, the Chief Executive Officer (Principal Executive Officer) of the Company, stepped down from the role of Principal Accounting/Financial Officer and Treasurer of the Company, also effective on March 6, 2025.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure controls and procedures
The Company’s Chief Executive Officer (the principal executive officer) and Chief Financial Officer (the principal financial/accounting officer) has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024. Based upon such evaluation, the Chief Executive Officer has concluded that, as of December 31, 2024, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed in our reports filed with the Commission pursuant to the Exchange Act, is recorded properly, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to our management, including our CEO, to allow timely decisions regarding required disclosures.
Management’s Annual Report on Internal Control over Financial Reporting
The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company is also responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company’s internal control over financial reporting is defined as a process designed 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. Our internal control over financial reporting includes those policies and procedures that:
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Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
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Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the Company; and |
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Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
With the participation of the Chief Executive Officer (the principal executive officer) and Chief Financial Officer (the principal financial/accounting officer), our management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, the end of the period covered by this Report, based upon the framework in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). Based on that evaluation, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2024. Specifically our management determined that, as of December 31, 2024, 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 add additional personnel or acquire or merge with another company.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report. On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act. Included in the Act is a provision that permanently exempts smaller public companies that qualify as either a Non-Accelerated Filer or Smaller Reporting Company from the auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act of 2002.
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Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the three months ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans. During the quarter ended December 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Information about our Executive Officer and Directors
Name |
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Age |
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Position |
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Date First Appointed as a Director |
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Ronald S. Boreta |
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62 |
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President, Chief Executive Officer, Secretary and Director |
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March 1984 |
Shawn Cable |
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52 |
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Chief Financial Officer |
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- |
Steven Miller |
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81 |
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Director |
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April 2013 |
James Askew |
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60 |
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Director |
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October 2024 |
Our directors are elected annually (or as often as we hold meetings of stockholders) and will hold office until our next annual meeting of the stockholders and until their successors are elected and qualified. Officers hold their positions at the pleasure of the Board of Directors, absent any employment agreement. Our officers and directors may receive compensation as determined by us from time to time by vote of the Board of Directors. Such compensation might be in the form of equity or cash. Directors may be reimbursed by the Company for expenses incurred in attending meetings of the Board of Directors. Vacancies in the Board are filled by majority vote of the remaining directors.
The business experience of our officers and directors is as follows:
Ronald S. Boreta, President, Chief Executive Officer, Secretary and Director
Ronald S. Boreta has served as President of the Company since 1992, Chief Executive officer (Principal Executive Officer) since August 1994, Principal Financial Officer from February 2004 through March 2025, and a Director since its inception in 1984. The Company employed him from its inception in March 1984, with the exception of a 6-month period in 1985 when he was employed by a franchisee of the Company located in San Francisco, California, until June 2016 when the Company transferred its interests in AAGC. Since that time he has been employed by AAGC as its President. Prior to his employment by the Company, Mr. Boreta was an assistant golf professional at San Jose Municipal Golf Course in San Jose, California, and had worked for two years in South San Francisco, California.
Mr. Boreta currently devotes approximately 60% of his time to the business of the Company. Ronald S. Boreta was selected to be a Director of the Company because of his long experience with the Company and because he has served as its sole executive officer for many years. He has also served as an executive officer and director of another publicly-held company, Sports Entertainment Enterprises, Inc. (subsequently named "CKX, Inc.").
Shawn Cable, Chief Financial Officer
Mr. Cable has served as the Chief Financial Officer for both the Andre Agassi Foundation for Education, a 501 (c)(3) not-for-profit, private charity, an educational organization dedicated to transforming U.S. public education for underserved youth (the “Agassi Foundation”) and Agassi Enterprises Inc. (“Agassi Enterprises”) since 2008, and has also served as Secretary and Director of Agassi Enterprises since October 2009 and Treasurer of the Agassi Foundation since October 2009. Mr. Cable also currently serves as Chief Financial Officer of Blueprint Sports & Entertainment LLC, which provides software and services to Athletic Departments and Conferences, which position he has held since October 2022.
Prior to that, Mr. Cable worked for Syncon Homes, a regional real estate developer focused on residential homebuilding, commercial & golf course properties, where he was the Corporate Controller for all divisions. His primary responsibilities were financial reporting, project analysis and working with government agencies. Before Syncon Homes, Mr. Cable worked for a number of both publicly-held and private real estate development companies focused on residential and commercial development throughout the United States.
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Mr. Cable earned his Bachelor of Science degree in Business Administration (Finance) from the University of Nevada, Las Vegas (UNLV) in 1995 and in 2000, earned his Masters in Business Administration, from UNLV.
Steven Miller, Director
Steven Miller has served as the Chief Executive Officer of Agassi Enterprises and Agassi Graf Holdings since January 2009. He is responsible for the leadership and operation of two for-profit entities. He is responsible for the coordination of business ventures, strategies and personnel evaluations, as well as managing and representing the Agassi Graf Lifestyle brand. Since January 2008, Mr. Miller has also served as CEO of the Andre Agassi Foundation for Education. In that capacity, he is responsible for the leadership and operation of the Foundation enterprise, and managing the financial portfolio. From May 2008 to April 2010, Mr. Miller was the CEO of Power Plate International, and Executive Chairman of the Board of Directors. He previously served as a senior analyst and adjunct professor at the University of Oregon’s Warsaw Sports Marketing Center; President of Devine Sports in Chicago; and President and CEO of the Professional Bowlers Association in Seattle.
Agassi ASI Group, LLC and Investment AKA, LLC currently hold approximately 25.9% of the Company's outstanding common stock. Both of these are limited liability companies whose members include Andre K. Agassi. The election of Mr. Miller to the Board of Directors may be considered to be a result of the relationship of Mr. Miller to Andre Agassi.
James Askew, Director
Since December 2023, Mr. Askew has served as Chairman, President, and Chief Executive Officer of Data Gumbo Intelligent Systems, Inc. Since November 2020, Mr. Askew has served as an advisor of the Company. Mr. Askew has been a co-founder and advisor to Verde Clean Fuels (Nasdaq:VGAS) since August 2020. Mr. Askew has been an entrepreneur, investor, and capital markets advisor to various companies, primarily in the energy industry, with assets and operations in numerous jurisdictions throughout Africa and The America’s for more than thirty years.
Based upon his qualifications, Mr. Askew is considered qualified to work as a Director of the Company.
Board Leadership Structure
Our Board of Directors has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders.
Risk Oversight
Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance with legal responsibilities. The directors exercise direct oversight of strategic risks to the Company.
Arrangements between Officers and Directors
To our knowledge, there are no arrangements or understandings between our officers and directors and any other person pursuant to which our officers or directors were selected to serve as an officer or director of the Company.
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Other Directorships
No director of the Company is also a director of issuers with a class of securities registered under Section 12 of the Exchange Act (or which otherwise are required to file periodic reports under the Exchange Act).
Involvement in Certain Legal Proceedings
Our officers and directors were not involved in any of the following during the past ten years: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being a named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, (5) being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (6) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Committees of the Board
Our Company currently does not have nominating, compensation or audit committees or committees performing similar functions, nor does our Company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by our Board of Directors.
Our Company does not have any defined policy or procedural requirements for stockholders to submit recommendations or nominations for directors. Our directors believe that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or stockholders, and make recommendations for election or appointment.
Stockholder Communications with the Board
A stockholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Secretary, 1120 N Town Center Drive, Suite 160, Las Vegas Nevada 89144, who, upon receipt of any communication other than one that is clearly marked “Confidential,” will note the date the communication was received, open the communication, make a copy of it for our files and promptly forward the communication to the director(s) to whom it is addressed. Upon receipt of any communication that is clearly marked “Confidential,” our Secretary will not open the communication, but will note the date the communication was received and promptly forward the communication to the director(s) to whom it is addressed.
Corporate Governance
The Company promotes accountability for adherence to honest and ethical conduct and strives to be compliant with applicable governmental laws, rules and regulations.
In lieu of an Audit Committee, the Company’s Board of Directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company’s internal accounting controls, practices and policies.
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Director Independence
Our common stock is currently quoted on the OTC Pink Market maintained by OTC Markets. The OTC Pink Market does not require us to have independent members of our Board of Directors.
As described above, we do not currently have a separately designated audit, nominating or compensation committee.
Code of Ethics
We have adopted a Code of Ethics. The Code of Ethics applies to all officers, directors and employees and includes compliance and reporting requirements, and procedures for conflicts of interest.
We intend to disclose any amendments or future amendments to our Code of Ethics and any waivers with respect to our Code of Ethics granted to our principal executive officer, our principal financial officer, or any of our other employees performing similar functions on our corporate website within four business days after the amendment or waiver. In such case, the disclosure regarding the amendment or waiver will remain available on our website for at least 12 months after the initial disclosure. There have been no waivers granted with respect to our Code of Ethics to any such officers or employees to date.
Board of Directors Meetings
During the year ending December 31, 2024, the Board held no formal meetings. The Company has not held an annual meeting in the last five years.
Policy on Equity Ownership
The Company does not have a policy on equity ownership at this time.
Insider Trading/Policy Against Hedging
The Company recognizes that hedging against losses in Company shares may disturb the alignment between stockholders and executives that equity awards are intended to build; however, while 'short sales' are discouraged by the Company, the Company does not currently have a policy prohibiting such transactions or any formal insider trading policy.
The Company has not adopted a formal insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to the Company personnel that is reasonably designed to promote compliance with insider trading laws and applicable listing standards. The Company believes that due to its current limited operations and the unavailability of Rule 144 for the sale of the Company’s securities until no earlier than one year after it ceases to be a 'shell company', such policies are currently necessary. However, in the future, the Company plans to adopt policies and procedures governing the purchase, sale and/or other dispositions of its securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws and applicable listing standards, if any. Additionally, the Company plans to follow procedures for the repurchase of any shares of its securities which will be reasonably designed to promote compliance with insider trading laws and applicable listing standards, if any.
Equity Compensation Policy
While we do not have a formal written policy in place with regard to the timing of awards of options or other equity securities in relation to the disclosure of material nonpublic information, the Board of Directors does not seek to time equity grants to take advantage of information, either positive or negative, about our company that has not been publicly disclosed.
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Policy on Timing of Option Grants
The Board has not established policies and practices (whether written or otherwise) regarding the timing of option grants or other awards in relation to the release of material nonpublic information (“MNPI”) and does not plan to take MNPI into account when determining the timing and terms of stock option or other equity awards to executive officers. The Company does not time the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation.
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”)
Dodd-Frank requires public companies to provide shareholders with an advisory vote on compensation of the most highly compensated executives, which are sometimes referred to as “say on pay,” as well as an advisory vote on how often the company will present say on pay votes to its shareholders. The Company plans to provide its shareholders the right to vote on say-on-pay matters beginning at the next annual meeting of stockholders which the Company holds after this filing.
Compensation Recovery and Clawback Policies
Under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our Chief Executive Officer and Chief Financial Officer (if any). The SEC also recently adopted rules which direct national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results. We plan to implement a clawback policy in the future, if required, although we have not yet implemented such policy and are not yet required to.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of our common stock to file reports of their ownership of, and transactions in, our common stock with the SEC and to furnish us with copies of the reports they file. Based solely upon our review of the Section 16(a) filings that have been furnished to us, we believe that all required Section 16(a) were timely filed during fiscal 2024.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation of (i) all individuals serving as our principal executive officer or acting in a similar capacity during the last completed fiscal year (“PEO”), regardless of compensation level; (ii) our two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed fiscal year, if any; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to paragraph (ii) but for the fact that the individual was not serving as an executive officer at the end of the last completed fiscal year (collectively, the “Named Executive Officers”).
Summary Compensation Table
Name and Principal Position |
Year |
|
Salary ($) |
|
Bonus ($) |
|
Stock Awards ($) |
Option Awards ($) |
|
All Other Compen- Sation ($) |
|
Total ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald S. Boreta, President, Chief Executive Officer, Former Treasurer, Secretary and Director |
2024 |
$ |
40,000 |
$ |
— |
|
— |
— |
$ |
— |
$ |
40,000 |
|
2023 |
$ |
— |
$ |
— |
|
— |
— |
$ |
— |
$ |
— |
* |
Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000. No executive officer earned any non-equity incentive plan compensation or nonqualified deferred compensation during the periods reported above. |
||||||||||||
|
42 |
|
|
We do not provide our officers or employees with pension, stock appreciation rights, long-term incentive, profit sharing, retirement or other plans, although we may adopt one or more of such plans in the future.
We do not maintain any life or disability insurance on any of our officers.
We do not have any outstanding options, warrants or other securities which provide for the issuance of additional shares of our common stock as compensation for services of directors or officers.
Employment Agreements; Outstanding Equity Awards; Key Man Insurance
Employment Agreements
The Company does not have any employment agreements in place with any of its executive officers. The Board of Directors, reserves the right to increase the salaries of our officer(s), and/or to grant them equity awards, including stock, options or other equity securities, from time to time, as additional compensation or bonuses.
Outstanding Equity Awards at Fiscal Year-End
The Company: (i) did not grant any stock options to its executive officers or directors during the year ended December 31, 2024; (ii) did not have any outstanding unvested equity awards as of December 31, 2024; and (iii) had no options exercised by its Named Executive Officers in the fiscal year ended December 31, 2024.
Key Man Insurance
The Company does not hold “Key Man” life insurance on any of its officers or directors.
Compensation Of Directors
Directors who are not employees of the Company do not receive any fees for meetings that they attend, but they are entitled to reimbursement for reasonable expenses incurred while attending such meetings. In 2024, no compensation was paid to the Company’s directors for their services.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table presents certain information regarding the beneficial ownership of all shares of common stock as of March 19, 2025 by (i) each person who owns beneficially more than five percent (5%) of the outstanding shares of common stock based on 9,785,056 shares outstanding as of March 19, 2025, (ii) each of our directors, (iii) each named executive officer, and (iv) all directors and officers as a group. Except as otherwise indicated, all shares are owned directly.
|
43 |
|
|
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and/or investing power with respect to securities. We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Additionally, shares of common stock subject to options, warrants or other convertible securities that are currently exercisable or convertible, or exercisable or convertible within 60 days of March 19, 2025, are deemed to be outstanding and to be beneficially owned by the person or group holding such options, warrants or other convertible securities for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.
We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Unless otherwise indicated, the address for each of the officers or directors listed in the table below is 6730 South Las Vegas Boulevard, Las Vegas, Nevada 89119.
Name of Beneficial Owner |
|
Number of Common Stock Shares Beneficially Owned |
|
|
Percent Beneficial Ownership |
|
Directors, Named Executive Officers and Executive Officers |
|
|
|
|
|
|
Ronald S. Boreta |
|
2,458,403 |
(1) |
|
25.1 |
% |
Shawn Cable |
|
50,000 |
(2) |
|
* |
% |
Steve Miller |
|
34,000 |
|
|
* |
% |
James M. Askew |
|
1,134,792 |
(3) |
|
10.4 |
% |
All executive officers and directors as a group (4 persons) |
|
3,677,195 |
(1)(2)(3) |
|
33.5 |
% |
|
|
|
|
|
|
|
Greater than 5% Stockholders |
|
|
|
|
|
|
John Boreta(4) |
|
2,447,909 |
(5) |
|
25.0 |
% |
Andre K. Agassi(6) |
|
1,941,876 |
(7) |
|
19.2 |
% |
Nathan Low(8) |
|
789,450 |
|
|
8.1 |
% |
|
|
|
|
|
|
|
* Less than 1%.
(1) |
Includes (i) 602,229 shares of common stock held individually by Ronald S. Boreta; (ii) 360,784 shares of common stock held by the Boreta Enterprises, Ltd (“Enterprises”), of which Ronald S. Boreta is Managing Member and of which he owns 68.1% of the membership interests, and John Boreta (see footnote (3)) owns 30.1% of the membership interests; and (iii) 1,495,390 shares of common stock held by All-American Golf Center, Inc. (“AAGC”), of which Ronald S. Boreta is a director and 51% stockholder, and John Boreta is a director and 49% stockholder (see footnote (4)). Due to the above, each of Ronald S. Boreta and John Boreta may be deemed to share voting and dispositive control over the securities held by Enterprises and AAGC, and thus to share beneficial ownership of such securities. Ronald S. Boreta disclaims beneficial ownership of the securities held by Enterprises and AAGC, except to the extent of his pecuniary interest therein. |
(2) |
Includes warrants to purchase 50,000 shares of common stock with an exercise price of $1.70 per share, which have a term through March 6, 2030. Does not include warrants to purchase 50,000 shares of common stock with an exercise price of $1.70 per share, which have a term through March 6, 2030, which are exercisable by Mr. Cable, subject to certain requirements, beginning on September 6, 2025. |
|
|
(3) |
Includes warrants to purchase 1,134,792 shares of common stock with an exercise price of $0.3970 per share, which have a term through July 3, 2019. Does not include warrants to purchase 1,134,792 shares of common stock with an exercise price of $0.3970 per share, which have a term through July 3, 2029, which are exercisable by Mr. Askew, subject to certain requirements, beginning on July 3, 2025. |
|
|
(4) |
Address: c/o All-American Golf Center, Inc., 1120 N Town Center Drive, Suite160, Las Vegas, NV 89144. John Boreta is the brother of Ronald S. Boreta, our President, Chief Executive Officer, Secretary and Director. |
|
44 |
|
|
(5) |
Includes (i) 591,735 shares of common stock held individually by John Boreta; (ii) 360,784 shares of common stock held by the Boreta Enterprises, Ltd, of which Ronald S. Boreta is Managing Member and owns 68.1% of the membership interests (see footnote (1)), and John Boreta owns 30.1% of the membership interests, and (iii) 1,495,390 shares of common stock held by All-American Golf Center, Inc., of which Ronald S. Boreta is a director and 51% stockholder (see footnote (1)), and John Boreta is a director and 49% stockholder. Due to the above, each of Ronald S. Boreta and John Boreta may be deemed to share voting and dispositive control over the securities held by Enterprises and AAGC, and thus to share beneficial ownership of such securities. John Boreta disclaims beneficial ownership of the securities held by Enterprises and AAGC, except to the extent of his pecuniary interest therein. |
|
|
(6) |
Address: 1120 N. Town Center Drive, Suite 160, Las Vegas, Nevada 89144. Agassi Ventures, LLC, The Andre Agassi Trust and Andre K. Agassi own directly no shares of common stock, however, Andre K. Agassi, who is the manager of Agassi Ventures, LLC, may be deemed to share voting and dispositive power with respect to the shares of common stock held by AKA Investments, LLC (“AKA”) and The Andre Agassi Trust, which owns all of the interests in Agassi Ventures, LLC, may be deemed to share voting and dispositive power with respect to the shares held by Investments AKA, LLC. All information included in this footnote (6) and footnote (7), below, comes from the Schedule 13D/A filed with the SEC by Mr. Agassi, Agassi Ventures, LLC, The Andre Agassi Trust and AKA on July 12, 2024, which information we have not independently confirmed. |
|
|
(7) |
AKA holds 1,589,167 shares of common stock of the Company and warrants to purchase 352,709 shares of common stock with an exercise price of $0.3970 per share, which have a term through July 3, 2019. Does not include warrants to purchase 352,709 shares of common stock with an exercise price of $0.3970 per share, which have a term through July 3, 2029, which are exercisable by AKA, subject to certain requirements, on July 3, 2025.
|
(8) |
Address: 59 Putnam Blvd., Atlantic Beach, New York 11509. All information included in this footnote (8) comes from the Schedule 13G filed with the SEC by Mr. Low on February 11, 2025, which information we have not independently confirmed. |
|
|
(9) |
Address: 23515 NE Novelty Hill Rd Suite B221, Redmond, Washington 98053. The shares held by Battle Interactive Networks, Inc. are beneficially owned by Harry Samkange, its Chief Executive Officer. |
Change of Control
The Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.
Equity Compensation Plan Information
The following table sets forth information, as of December 31, 2024, with respect to our compensation plans under which common stock is authorized for issuance.
Plan Category |
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (A) |
|
|
Weighted-average exercise price of outstanding options, warrants and rights (B) |
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A) (C) |
|
|||
Equity compensation plans approved by stockholders |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
Equity compensation plans not approved by stockholders (1) |
|
|
2,957,000 |
|
|
$ |
0.3970 |
|
|
|
— |
|
Total |
|
|
2,957,000 |
|
|
$ |
0.3970 |
|
|
|
— |
|
(1) On July 3, 2024, the Company issued warrants to purchase (a) 2,269,583 shares of common stock with an exercise price of $0.3970 per share to James Askew, an individual and (b) 705,417 shares of common stock to Investments AKA, LLC, a limited liability company indirectly controlled by Andre K. Agassi. The warrants are vested immediately. The warrants are exercisable as to one half of the shares of common stock immediately, and exercisable as to the remaining half of the shares of common stock one year following the grant date. The warrants were issued to the warrant holders in consideration of services and support previously performed and provided, and expected to be performed or provided, by the warrant holders in furtherance of the Company’s business objectives.
|
45 |
|
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Except as discussed below, or otherwise disclosed above under “Executive Compensation”, there have been no transactions since January 1, 2023, and there is not currently any proposed transaction, in which the Company was or is to be a participant, where the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end, for the last two completed fiscal years, and in which any officer, director, or any stockholder owning greater than five percent (5%) of our outstanding voting shares, nor any member of the above referenced individual’s immediate family, had or will have a direct or indirect material interest.
Related Party Transactions
The Company has received funding for operations from All American Golf Center, Inc., owned by Ronald Boreta and John Boreta. These funds helped pay for office supplies, phone charges, postage and salaries.
On July 3, 2024, the Company entered into a share purchase agreement with All American Golf Center, Inc., pursuant to which the Creditor agreed to exchange shares of the Company’s common stock in consideration for the Creditor’s release of obligations of the Company to repay expenses in the aggregate amount of $593,670 for expenses of the Company previously paid by the Creditor. Pursuant to the Purchase Agreement, the 1,495,390 shares of common stock to be issued by the Company to the Creditor upon consummation of the exchange was determined based upon an implied price per share of common stock, equal to $0.397. The Creditor is an existing significant stockholder of the Company that is owned and controlled by Ronald S. Boreta, President, Chief Executive Officer, Secretary, and a director of the Company, and John Boreta, a then director of the Company. At December 31, 2024 and December 31, 2023, the total amounts owed to All-American Golf Center, Inc. were $0 and $587,607, respectively.
Also on July 3, 2024, the Company issued warrants to purchase 2,975,000 shares of common stock at an exercise price of $0.397 per share, (i) to James Askew, an individual, who was subsequently appointed as a member of the Board of Directors of the Company (Warrants to purchase 2,269,583 shares of common stock), and (ii) to Investments AKA, LLC, a limited liability company indirectly controlled by Andre K. Agassi (Warrants to purchase 705,417 shares of common stock). The Warrants vested immediately. The Warrants are exercisable as to one half of the shares of Common Stock immediately, and exercisable as to the remaining half of the shares of Common Stock one year following the grant date of the Warrant. The Warrants were issued to the Warrant Holders in consideration of services and support previously performed and provided, and expected to be performed or provided, by the Warrant Holders in furtherance of the Company’s business objectives.
The Company also entered into a Consulting Agreement, dated July 3, 2024, with Askew with respect to his services and the issuance of his Warrants.
The Company’s corporate offices are located at 1120 N Town Center Drive, Suite 160, Las Vegas, Nevada 89144 in space shared with The Agassi Foundation, which is provided to the Company without charge.
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46 |
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|
Review, Approval and Ratification of Related Party Transactions
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, directors and significant stockholders. However, all of the transactions described above were approved and ratified by our directors. In connection with the approval of the transactions described above, our directors took into account various factors, including his fiduciary duty to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive from an unrelated third party.
We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors. On a moving forward basis, our directors will continue to approve any related party transaction based on the criteria set forth above.
Director Independence
Our common stock is currently quoted on the OTC Pink Market maintained by OTC Markets. The OTC Pink Market does not require us to have independent members of our Board of Directors.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
The aggregate fees billed by our independent auditors, RBSM LLP, for professional services rendered for the audit of our annual financial statements, and for the review of quarterly financial statements for the fiscal years ended December 31, 2024 and 2023, respectively, were:
Fee Category |
|
2024 |
|
2023 |
||||
Audit Fees (1) |
|
$ |
32,000 |
|
|
$ |
29,000 |
|
Audit-related fees (2) |
|
|
— |
|
|
|
— |
|
Tax fees (3) |
|
|
5,000 |
|
|
|
5,000 |
|
All other fees (2) |
|
|
— |
|
|
|
— |
|
Total Fees |
|
$ |
37,000 |
|
|
$ |
34,000 |
|
(1) Represents services rendered for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
(2) We had no “audit-related fees” or “all other fees” for the years presented.
(3) Represents the aggregate fees billed for tax compliance and tax advice.
Audit fees incurred by the Company were pre-approved by the Board of Directors.
Audit Committee Pre-Approval Policy
Under provisions of the Sarbanes-Oxley Act of 2002, the Company’s principal accountant may not be engaged to provide non-audit services that are prohibited by law or regulation to be provided by it, and the Board of Directors (which serves as the Company’s audit committee) must pre-approve the engagement of the Company’s principal accountant to provide audit and permissible non-audit services. The Company’s Board has not established policies or procedures other than those required by applicable laws and regulations.
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47 |
|
|
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this Annual Report:
|
(1) |
Consolidated Financial Statements
The financial statements and notes are included herein under “Part II”-“Item 8. Financial Statements and Supplementary Data”. |
GLOBAL ACQUISITIONS CORP.
TABLE OF CONTENTS TO FINANCIAL STATEMENTS
|
Page |
Index to Financial Statements |
|
Report of Independent Registered Public Accounting Firm (ID #587) |
23 |
Balance Sheets |
24 |
Statements of Operations |
25 |
Statements of Stockholders’ Equity (Deficit) 27 |
26 |
Statements of Cash Flows |
27 |
Notes to Financial Statements |
28 |
|
(2) |
Consolidated Financial Statement Schedules |
All schedules are omitted because they are inapplicable or not required or the required information is shown in the consolidated financial statements or notes thereto.
|
(3) |
Exhibits required by Item 601 of Regulation S-K |
Exhibit |
|
|
|
Filed/ Furnished |
|
Incorporated By Reference |
|
||||||
Number |
|
Description of Exhibit |
|
Herewith |
|
Form |
|
Exhibit |
|
Filing Date |
|
File Number |
|
|
|
[X] |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
8-K |
|
3.1 |
|
1/10/2025 |
|
000-24970 |
|
||
|
Form of Warrant to Purchase Shares of Common Stock Dated July 3, 2024 |
|
|
|
8-K |
|
4.1 |
|
7/5/2024 |
|
000-24970 |
|
|
|
|
|
|
8-K |
|
4.1 |
|
3/11/2025 |
|
000-24970 |
|
||
|
|
|
|
8-K |
|
4.2 |
|
3/11/2025 |
|
000-24970 |
|
||
|
|
|
|
8-K |
|
4.3 |
|
3/11/2025 |
|
000-24970 |
|
||
|
|
|
|
8-K |
|
10.1 |
|
7/5/2024 |
|
000-24970 |
|
||
|
|
|
|
8-K |
|
10.2 |
|
7/5/2024 |
|
000-24970 |
|
||
|
|
|
|
8-K |
|
10.1 |
|
11/8/2024 |
|
000-24970 |
|
||
|
|
|
|
10-KSB |
|
14.1 |
|
4/15/2008 |
|
000-24970 |
|
||
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
|
[X] |
|
|
|
|
|
|
|
|
|
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
|
[X] |
|
|
|
|
|
|
|
|
|
|
|
Certification of Principal Officer Pursuant to Section 906 of the Sarbanes-Oxley Act |
|
[X] |
|
|
|
|
|
|
|
|
|
|
|
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act |
|
[X] |
|
|
|
|
|
|
|
|
|
|
101.INS* |
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
|
[X] |
|
|
|
|
|
|
|
|
|
101.SCH* |
|
XBRL Taxonomy Extension Schema Document |
|
[X] |
|
|
|
|
|
|
|
|
|
101.CAL* |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
|
[X] |
|
|
|
|
|
|
|
|
|
101.DEF* |
|
XBRL Taxonomy Extension Definition Linkbase Document |
|
[X] |
|
|
|
|
|
|
|
|
|
101.LAB* |
|
XBRL Taxonomy Extension Label Linkbase Document |
|
[X] |
|
|
|
|
|
|
|
|
|
101.PRE* |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
|
[X] |
|
|
|
|
|
|
|
|
|
104* |
|
Inline XBRL for the cover page of this Annual Report on Form 10-K included in the Exhibit 101 Inline XBRL Document Set |
|
[X] |
|
|
|
|
|
|
|
|
|
* Filed herewith.
** Furnished Herewith.
† Exhibit constitutes a management contract or compensatory plan or agreement.
The Company does not have any subsidiaries.
The Company does not have an insider trading policy or a clawback policy.
ITEM 16. FORM 10–K SUMMARY.
Not provided.
|
48 |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned there under duly authorized.
GLOBAL ACQUISTIONS CORPORATION.
|
|
|
Dated: March 26, 2025 |
By: |
/s/ Ronald S. Boreta |
|
|
Ronald S. Boreta, Chief Executive Officer and President (Principal Executive Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
|
|
|
|
SIGNATURE |
|
TITLE |
DATE |
|
|||
|
|||
/s/ Ronald S. Boreta |
|
President, Chief Executive Officer (Principal Executive Officer), and Director |
March 26, 2025 |
Ronald S. Boreta |
|
|
|
|
|
|
|
/s/ Shawn Cable |
|
|
|
Shawn Cable |
|
Chief Financial Officer (Principal Financial Officer) |
March 26, 2025 |
|
|
|
|
|
|
|
|
/s/ Steven Miller_______________ |
|
Director |
March 26, 2025 |
Steven Miller |
|
|
|
|
|||
|
|||
/s/ James Askew |
|
Director |
March 26, 2025 |
James Askew |
|
|
|
Exhibit 31.1
Certification of Principal Executive Officer
I, Ronald S. Boreta, certify that:
1. |
I have reviewed this Annual Report on Form 10-K of Global Acquisitions Corp. (the “registrant”); |
|
|
2. |
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; |
|
|
3. |
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; |
|
|
4. |
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: |
|
a) |
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; |
|
|
|
|
b) |
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; |
|
|
|
|
c) |
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 |
|
|
|
|
d) |
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 |
5. |
The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent 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): |
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a) |
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 |
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b) |
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: March 26, 2025 |
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/s/ Ronald S. Boreta |
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Ronald S. Boreta |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
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Exhibit 31.2
Certification of Principal Financial Officer
I, Shawn Cable, certify that:
1. |
I have reviewed this Annual Report on Form 10-K of Global Acquisitions Corp. (the “registrant”); |
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2. |
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; |
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3. |
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; |
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4. |
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: |
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a) |
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; |
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b) |
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; |
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c) |
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 |
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d) |
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 |
5. |
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): |
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a) |
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 |
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b) |
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: March 26, 2025 |
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/s/ Shawn Cable |
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Shawn Cable |
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Chief Financial Officer |
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(Principal Financial/Accounting Officer) |
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Exhibit 32.1
Certification of Principal Executive Officer
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
I, Ronald S. Boreta, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Global Acquisitions Corp. on Form 10-K for the year ended December 31, 2024, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K fairly presents in all material respects the financial condition and results of operations of Global Acquisitions Corp. at the dates and for the periods indicated.
Dated: March 26, 2025 |
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/s/ Ronald S. Boreta |
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Ronald S. Boreta |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
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A signed original of this written statement required by Section 906 has been provided to Global Acquisitions Corp. and will be retained by Global Acquisitions Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Certification of Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
I, Shawn Cable, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Global Acquisitions Corp. on Form 10-K for the year ended December 31, 2024, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K fairly presents in all material respects the financial condition and results of operations of Global Acquisitions Corp. at the dates and for the periods indicated.
Dated: March 26, 2025 |
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/s/ Shawn Cable |
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Shawn Cable |
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Chief Financial Officer |
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(Principal Financial/Accounting Officer) |
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A signed original of this written statement required by Section 906 has been provided to Global Acquisitions Corp. and will be retained by Global Acquisitions Corp. and furnished to the Securities and Exchange Commission or its staff upon request.