AASP 10-Q
Agassi Sports Entertainment Corp. (AASP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly
period ended
Commission file
number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
N/A |
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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 |
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X]
The number of shares of Common Stock, $0.001 par value, outstanding on May 2, 2024 was
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GLOBAL ACQUISITIONS CORPORATION
FORM 10-Q
INDEX
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PART 1 – FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
GLOBAL ACQUISITIONS CORPORATION
CONDENSED BALANCE SHEETS
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March 31, 2024 (unaudited) |
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December 31, 2023 |
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Assets |
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Current assets: |
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Prepaid expenses and other current assets |
$ |
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$ |
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Total current assets |
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Total Assets |
$ |
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$ |
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Liabilities and Stockholders' Deficit |
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Current liabilities: |
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Accounts payable and accrued expenses |
$ |
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$ |
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Due to related parties |
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Total current liabilities |
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Commitment and Contingencies |
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Stockholders' 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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Total stockholder's deficit |
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Total Liabilities and Stockholders' Deficit |
$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
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1 |
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GLOBAL ACQUISITIONS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
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For the 3 Months Ended March 31, |
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2024 |
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2023 |
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Operating Expenses: |
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General & administrative |
$ |
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$ |
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Total operating expenses |
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Loss from operations |
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( |
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Total expense |
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Net loss before provision for income tax |
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Net Loss |
$ |
( |
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$ |
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Weighted average number of common shares outstanding-basic and fully diluted |
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Net loss per share – basic and fully diluted |
$ |
( |
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$ |
( |
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The accompanying notes are an integral part of these unaudited condensed financial statements
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2 |
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GLOBAL ACQUISITIONS CORPORATION
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(UNAUDITED)
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Common Stock |
Additional Paid in |
Accumulated |
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Shares |
Amount |
Capital |
Deficit |
Total |
Balance, December 31, 2022 |
$ |
$ |
$( |
$( |
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Net loss |
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( |
( |
Balance, March 31, 2023 |
$ |
$ |
$( |
$( |
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Balance, December 31, 2023 |
$ |
$ |
$( |
$( |
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Net loss |
- |
( |
( |
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Balance, March 31, 2024 |
$ |
$ |
$( |
$( |
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The accompanying notes are an integral part of these unaudited condensed financial statements
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3 |
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GLOBAL ACQUISITIONS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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For the three Months Ended March 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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$ |
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Adjustment to reconcile net loss to net cash used in operating activities |
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Changes in operating assets and liabilities: |
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Prepaid expenses and other current assets |
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( |
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Accounts payable and accrued expenses |
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Net cash used in operating activities |
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Cash flows from investing activities |
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Net cash used in investing activities |
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Cash flows from financing activities |
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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 |
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Cash, beginning of year |
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Cash, end of period |
$ |
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$ |
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Supplemental Disclosures of cash flow information: |
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Cash paid for taxes |
$ |
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$ |
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Cash paid for Interest |
$ |
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$ |
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Supplemental disclosure of noncash and financing activities |
$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
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4 |
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GLOBAL ACQUISITIONS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
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 $1,286,702 owed to them
by the Company. In addition, the Company 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
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b. BASIS OF PRESENTATION
The unaudited condensed interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these unaudited condensed interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2023 and notes thereto included in the Company's Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.
Results of operations for interim periods may not be indicative of annual results.
c. BUSINESS ACTIVITIES
At this time, the Company’s purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to the Company by persons or firms who or which desire to seek the perceived advantages of a corporation whose securities are registered pursuant to the Exchange Act. The Company will not restrict our search to any specific business or geographical location.
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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. 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. 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.
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c. 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:
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Level 1: Observable inputs such as quoted prices in active markets; |
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Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and |
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Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
At March 31, 2024, and December 31, 2023, the carrying amount of prepaid, accounts payable and accrued liability and due to related parties approximate fair value because of the short maturity of these instruments.
d. 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 period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. The Company did not have any stock equivalent shares for the 3 months ended March 31, 2024 and 2023.
Loss
per share is computed by dividing reported net loss by the weighted average
number of common shares outstanding during the period. The weighted-average
number of common shares used in the calculation of basic loss per share was
e. 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.
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f. RECENT ACCOUNTING POLICIES
The Company believes there was no new accounting guidance adopted but not yet effective that either has not already been disclosed in prior reporting periods or is relevant to the readers of the Company’s financial statements.
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change.
NOTE 3- GOING CONCERN
The accompanying unaudited condensed
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 of March 31, 2024, we had an accumulated
deficit 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 has no significant assets and continues to depend on affiliates 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 unaudited condensed financial statements are issued.
The unaudited condensed 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.
At March 31, 2024 and December 31, 2023,
the total amounts owed to AAGC were $
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NOTE 5- COMMITMENTS
The Company has no commitments.
NOTE 6 – CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES
PREFERRED STOCK
Preferred stock, $
COMMON STOCK
Effective February 15, 2021, the number of authorized common stock, $
NOTE 7- SUBSEQUENT EVENTS
Management has evaluated all subsequent events through the date of the filing and determined that there were none.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking Statements
This document contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change inherent risks and uncertainties. The factors affecting these risks and uncertainties include, but are not limited to:
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the ability of management to effectively implement our strategies and business plan; |
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the willingness of management to pay for our ongoing expenses; and |
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the other risks and uncertainties detailed in this report. |
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Overview of Current Operations
On October 18, 2016 the Company completed the closing of the Transfer Agreement for the sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”), which constituted substantially all of the Company’s assets. As a result of the closing of the Transfer Agreement, the Company now has no or nominal operations and no or nominal assets and is therefore considered to be a “Shell Company” as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
At this time, our purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages of a corporation whose securities are registered pursuant to the Exchange Act. We will not restrict our search to any specific business or geographical location.
This discussion of our proposed business is purposefully general and is not meant to be restrictive of our discretion to search for and enter into potential business opportunities.
Management anticipates that we may be able to participate in only one potential business venture because we have nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.
We may seek a business opportunity with entities that have recently commenced operations, or that wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
The Company has not entered into any definitive or binding agreements and there are no assurances that such transactions will occur. Such a combination would normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. The Company may determine to structure any business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.
It is anticipated that any securities issued in any such business combination would be issued in reliance upon an exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market in the Company's securities may depress the market value of the Company's securities in the future.
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Results of Operations for the three months ended March 31, 2024 and 2023 compared.
INCOME:
Revenue
There were no revenues for the three months ended March 31, 2024 and 2023.
Cost of Sales/Gross Profit Percentage of Sales
There was no cost of sales for the three months ended March 31, 2024 and 2023.
EXPENSES:
General and Administrative Expenses
General and administrative expenses for the three months ended March 31, 2024 were $12,911, a decrease of $8,772 or 40.46%, from $21,683 for the three months ended March 31, 2023. This change is primarily due to timing of accrual of audit fees.
Net Loss
We had a net loss of $12,911 for the three months ended March 31, 2024 as compared to net loss of $21,683 for the three months ended March 31, 2023, a decrease of $8,772 or 40.46%. The decreased net loss was primarily due to timing of accrual of audit fees.
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Liquidity and Capital Resources
The following table summarizes our current assets, liabilities, and working capital at March 31, 2024 compared to December 31, 2023.
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March 31, 2024 |
December 31, |
Increase / (Decrease) |
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$ |
% |
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Current Assets |
$150 |
$38 |
$112 |
294.74% |
Current Liabilities |
623,310 |
610,287 |
13,023 |
2.13% |
Working Capital Deficit |
$623,160 |
$610,249 |
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Going Concern
The accompanying unaudited condensed 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 of March 31, 2024, we had an accumulated deficit of $29,357,730 and a stockholders’ deficit of $623,160.
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 has no significant assets and continues to depend on affiliates 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 unaudited condensed financial statements are issued.
The unaudited condensed 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
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.
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Recent Accounting Developments
The Company believes there are no new accounting standards adopted but not yet effective that are relevant to the readers of our financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Principal Financial Officer to allow timely decisions regarding required financial disclosure.
As of the end of the period covered by this report, the Company’s management carried out an evaluation, under the supervision of and with the participation of the Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act). Based upon that evaluation, the Company’s Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report, to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, completely and accurately, within the time periods specified in SEC rules and forms due to a control deficiency. Specifically, at March 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 acquire or merge with another company.
Changes in Internal Control over Financial Reporting
There were no changes in internal control over financial reporting that occurred during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.
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PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no legal proceedings in which the Company is involved at this time.
ITEM 1A. RISK FACTORS.
Not required
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
We did not have any unregistered sales of equity securities during the quarter ended March 31, 2024.
We did not repurchase any of our equity securities during the quarter ended March 31, 2024.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
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Incorporated by reference |
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Exhibit |
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Filed |
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Exhibit |
Filing |
number |
Exhibit description |
herewith |
Form |
ending |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GLOBAL ACQUISITIONS CORPORATION
(Registrant)
Date: May 13, 2024 |
By: |
/s/ Ronald Boreta |
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Ronald Boreta, President, Chief Executive Officer, and Treasurer (On behalf of the Registrant and as |