Aeternum Health, Inc 10-Q for FY2021 Q3
Aeternum Health, Inc. (AETN)
About this 10-Q
Aeternum Health, Inc filed this 10-Q on January 12, 2022, covering the quarter ended November 30, 2021 (FY2021 Q3).
Headline figures
Quarter ended November 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $87.87K
- compared with a net loss of $4843 a year earlier
- Diluted EPS
- -$0.01
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
(Mark One)
For the quarterly period ended
For the transition period from to
Commission File Number
(Exact Name of Registrant as Specified in Its Charter)
| ||
(State or other jurisdiction of | | (I.R.S. Employer |
incorporation or organization) | | Identification No.) |
(Address of Principal Executive Offices)
(
(Registrant’s Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
OTC Pink |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☐ |
| 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).
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. As of January 10, 2022, there were
UNITED STATES BASKETBALL LEAGUE, INC.
Form 10-Q
For the Quarterly Period Ended November 30, 2021
INDEX
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 | |
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2
PART I
FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS.
3
UNITED STATES BASKETBALL LEAGUE, INC.
BALANCE SHEETS
| | | | | | |
| | November 30, | | February 28, | ||
| | 2021 | | 2021 | ||
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| (unaudited) |
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ASSETS | | | | | | |
Current Assets: |
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Cash | | $ | | | $ | |
Accounts receivable - related party | | | | | | — |
Prepaid | | | | | | — |
Prepaid stock for services | | | | | | — |
Total Assets | | $ | | | $ | |
| | | | | | |
| | | | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
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Current Liabilities: | |
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Accounts payable and accrued expenses | | $ | | | $ | |
Credit card obligations | |
| — | |
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Due to related parties | |
| — | |
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Total Current Liabilities | |
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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, $ | | | | | | |
Additional paid-in capital | |
| | |
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Accumulated deficit | |
| ( | |
| ( |
Treasury stock, at cost; | |
| ( | |
| ( |
Total Stockholders' Equity (Deficit) | |
| | |
| ( |
Total Liabilities and Stockholders' Deficit | | $ | | | $ | |
The accompanying notes are an integral part of these unaudited financial statements.
4
UNITED STATES BASKETBALL LEAGUE, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
| | For the Three Months Ended | | For the Nine Months Ended | ||||||||
| | November 30, | | November 30, | ||||||||
|
| 2021 |
| 2020 |
| 2021 |
| 2020 | ||||
Revenue – related party | | $ | | | $ | — | | $ | | | $ | — |
| | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | |
Professional fees | | $ | | | $ | | | $ | | | $ | |
General and administrative | |
| | | | | |
| | |
| |
Director compensation | |
| — | |
| — | |
| | |
| — |
Total operating expenses | |
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| | | | | | | | | | | | |
Loss from Operations | |
| ( | |
| ( | |
| ( | |
| ( |
| | | | | | | | | | | | |
Other Income (Expense): | | | | | | | | | | | | |
Gain on forgiveness of debt | | | — | | | — | | | | | — | |
Other income | | | — | | | — | | | | | — | |
Loss on conversion of debt – related party | | | — | | | — | | | ( | | | — |
Total other expense | | | — | | | — | | | ( | | | — |
| | | | | | | | | | | | |
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
: | |
| | |
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Basic & Diluted | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
Weighted Average of : | |
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Basic & Diluted | |
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| |
The accompanying notes are an integral part of these unaudited financial statements.
5
UNITED STATES BASKETBALL LEAGUE, INC.
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 30, 2020 and 2021
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Preferred Stock | | Additional | | Accumulated | | Treasury Stock | | | | |||||||||||
| | Shares | | Amount | | Shares | | Amount | | Paid-in Capital | | Deficit | | Shares | | Amount | | Total | ||||||
Balance, February 29, 2020 |
| |
| $ | |
| |
| $ | |
| $ | |
| $ | ( |
| |
| $ | ( |
| $ | ( |
Net Loss |
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| |
| | |
| | |
| | |
| ( |
| | |
| | |
| ( |
Balance, May 31, 2020 |
| | | | | | | | | | | $ | | | | ( | | | | | ( | | | ( |
Net Loss |
| | | | | | | | | | | | | | | ( | | | | | | | | ( |
Balance, August 31, 2020 |
| | |
| | | | |
| | | | | |
| ( |
| | | | ( | |
| ( |
Net Loss |
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| |
| | |
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| | |
| ( |
| | |
| | |
| ( |
Balance, November 30, 2020 |
| | | $ | |
| | | $ | | | $ | | | $ | ( |
| | | $ | ( | | $ | ( |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Preferred Stock | | Common Stock | | Additional | | Accumulated | | Treasury Stock | | | | ||||||||||||
|
| Shares |
| Amount |
| Shares |
| Amount |
| To be Issued |
| Paid-in Capital |
| Deficit |
| Shares |
| Amount |
| Total | |||||||
Balance, February 28, 2021 |
| | | $ | |
| | | $ | | | $ | — | | $ | | | $ | ( |
| | | $ | ( | | $ | ( |
Common stock issued for services |
| — | |
| — |
| — | |
| — | |
| | |
| — | |
| — |
| — | |
| — | |
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Common stock issued for director services |
| — | |
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Common stock sold for cash |
| — | |
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Forgiveness of related party debt |
| — | |
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| — | |
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Net Loss |
| — | |
| — |
| — | |
| — | |
| — | |
| — | |
| ( |
| — | |
| — | |
| ( |
Balance, May 31, 2021 |
| | | $ | |
| | | $ | | | $ | | | $ | | | $ | ( |
| | | $ | ( | | $ | |
Common stock issued for services | | | | | | | — | | | — | | | ( | | | | | | — | | — | | | — | | | |
Common stock sold for cash | | | | | | | — | | | — | | | ( | | | | | | — | | — | | | — | | | — |
Common stock issued for loans payable – related party | | | | | | | — | | | — | | | — | | | | | | — | | — | | | — | | | |
Net Loss | | — | | | — | | — | | | — | | | — | | | — | | | ( | | — | | | — | | | ( |
Balance, August 31, 2021 | | | | | | | | | | | | | — | | | | | | ( | | | | | ( | | | |
Net Loss | | — | | | — | | — | | | — | | | — | | | — | | | ( | | — | | | — | | | ( |
Balance, November 30, 2021 | | | | $ | | | | | $ | | | $ | — | | $ | | | $ | ( | | | | $ | ( | | $ | |
The accompanying notes are an integral part of these unaudited financial statements.
6
UNITED STATES BASKETBALL LEAGUE, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | |
| | For the Nine Months Ended | ||||
| | November 30, | ||||
|
| 2021 |
| 2020 | ||
Cash Flows from Operating Activities: |
| |
|
| |
|
| | | | | | |
Net loss | | $ | ( | | $ | ( |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | |
Gain on forgiveness of debt | | | ( | | | — |
Loss on conversion of debt – related party | | | | | | — |
Common stock granted for director fees | | | | | | — |
Common stock granted for services | | | | | | — |
Changes in operating assets and liabilities: | |
| | |
| |
Accounts receivable | | | ( | | | |
Prepaids | | | ( | | | — |
Accounts payable and accrued expenses | |
| ( | |
| |
Net cash used in operating activities | |
| ( | |
| ( |
| | | | | | |
Cash Flows from Investing Activities | |
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Cash Flows from Financing Activities: | |
| | |
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Increase in due to related parties | |
| | |
| — |
Loans payable | | | | | | — |
Repayment of loan payable | | | ( | | | — |
Cash proceeds from sale of common stock | | | | | | — |
Net cash provided by financing activities | |
| | |
| — |
| | | | | | |
Net change in cash | |
| | |
| ( |
Cash, beginning of period | |
| | |
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Cash, end of period | | $ | | | $ | |
| | | | | | |
Supplemental disclosures of cash flow information: | |
| | |
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Interest paid | | $ | | | $ | |
Income tax paid | | $ | | | $ | |
| | | | | | |
Supplemental disclosure of non-cash financing activity: | | | | | | |
Related party loans converted to common stock | | $ | | | $ | — |
The accompanying notes are an integral part of these unaudited financial statements.
8
UNITED STATES BASKETBALL LEAGUE, INC.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2021
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
United States Basketball League, Inc. (“USBL”) is a holding company currently evaluating and assessing new business opportunities. The Company was incorporated in Delaware on
On April 7, 2021, through a series of Stock Purchase Agreements (the “Purchase Agreements”), the majority owners of the Company, Richard C. Meisenheimer, Daniel T. Meisenheimer, III, James Meisenheimer, Meisenheimer Capital, Inc. and Spectrum Associates, Inc. (the “Sellers”) sold
World Equity Markets acted in the capacity of a broker/dealer for the Purchase Agreements and was issued
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of operations for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year, as reported in the Form 10-K for the fiscal year ended February 28, 2021, have been omitted.
Use of Estimates
The preparation of the unaudited 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 liabilities, and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting periods. Management makes these estimates using the best information available at the time; however, actual results could differ materially from those estimates.
9
Revenue Recognition
In 2014, the FASB issued guidance on revenue recognition (“ASC 606”), with final amendments issued in 2016. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company has concluded that the new guidance did not require any significant change to its revenue recognition processes.
Recently issued accounting pronouncements
In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841). This new guidance will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual reporting periods. The adoption of ASU 2019-10 does not have a material effect on its financial statements.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
The accompanying unaudited financial stat have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has an accumulated deficit of $
NOTE 4 –ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of:
|
| November 30, 2021 |
| February 28, 2021 | ||
| | (unaudited) | | | | |
Legal and accounting services’ vendors | | $ | | | $ | |
Transfer agent and EDGAR agent | |
| — | |
| |
Rent due Genvest, LLC (an entity controlled by the | |
| — | |
| |
Accrued interest on MCREH note payable to | |
| — | |
| |
Security deposit due CADCOM (an entity controlled by | |
| — | |
| |
Other | |
| — | |
| |
Total | | $ | | | $ | |
10
NOTE 5 – DUE TO PRIOR RELATED PARTIES
Due to related parties consist of:
|
| November 30, 2021 |
| February 28, 2021 | ||
| | (unaudited) | | | | |
USBL loans payable to Spectrum Associates, Inc. (“Spectrum”), | | $ | — | | $ | |
USBL loans payable to the | |
| — | |
| |
USBL loans payable to Daniel T. Meisenheimer, Jr. Trust, a trust | |
| — | |
| |
MCREH note payable to president of USBL, interest at | |
| — | |
| |
MCREH loan payable to Spectrum, non-interest | |
| — | |
| |
MCREH loan payable to president of USBL, non-interest | |
| — | |
| |
MCREH loan payable to Meisenheimer Capital, Inc., | |
| — | |
| |
Total | | $ | — | | $ | |
On April 7, 2021, as part of the purchase and sale agreement, the principals of MCI consisting of Daniel Meisenheimer III, Richard Meisenheimer and their affiliated entities have agreed to cancel previously issued and outstanding loans made to the Company.
Spectrum Associates agreed to cancel indebtedness in the amount of $
As a result of the debt cancellation the Company recognized a gain on the forgiveness of debt of $
NOTE 6 – RELATED PARTY TRANSACTIONS
During the nine months ended November 30, 2021, Saeb Jannoun, CEO advanced the Company $
During the nine months ended November 30, 2021, EROP Enterprises LLC (“EROP”), a significant shareholder, advanced the Company $
On April 7, 2021, the Company issued
During the nine months ended November 30, 2021, EROP purchased
11
During the nine months ended November 30, 2021, the Company was engaged by a relative of a shareholder to provide consulting services. As of November 30, 2021, the Company has recorded $
NOTE 7 – LOAN PAYABLE
During the nine months ended November 30, 2021, an individual, advanced the Company $
NOTE 8 – PREFERRED STOCK
On May 18, 2021, the Company increased its authorized shares of Preferred Stock from
Each share of preferred stock has
NOTE 9 – COMMON STOCK TRANSACTIONS
On April 29, 2021, the Company issued
On April 6, 2021, the Company issued
During the nine months ended November 30, 2021, the Company sold
On May 18, 2021, the Company increased its authorized shares of Common Stock to
Refer to Note 6 for common stock issued to related parties.
12
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
Forward-looking Statements
There are “forward-looking statements” contained in this quarterly report. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “may,” “should,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this quarterly report to conform forward-looking statements to actual results. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:
| ● | Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans; |
| ● | Our failure to earn revenues or profits; |
| ● | Inadequate capital to continue business; |
| ● | Volatility or decline of our stock price; |
| ● | Potential fluctuation in quarterly results; |
| ● | Rapid and significant changes in markets; |
| ● | Litigation with or legal claims and allegations by outside parties; and |
| ● | Insufficient revenues to cover operating costs. |
The following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this quarterly report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors.
OVERVIEW
United States Basketball League, Inc. (OTC: USBL) is an emerging diversified investment vehicle focused on participating in and acquiring interests that are leading edge in their respective market niches, and that have expectations of enhancing shareholder values. Based in Tampa, Florida, the Management, Advisors, and the Board of the Company are currently engaged in evaluating and assessing new business opportunities.
Results of Operations
The three months ended November 30, 2021compared to the three months ended November 30, 2020
Revenue
The Company recognized consulting revenue of $5,000 for the three months ended November 30, 2021 compared to $0 for the three months ended November 30, 2020.
Professional Fees
For the three months ended November 30, 2021, the company incurred $5,151 of professional fees compared to $2,750 for the three months ended November 30, 2020, an increase of $2,401. Professional fees generally consist of audit, legal, accounting and transfer agent fees expense. The increase in the current period is due to an increase of legal fees.
13
General and Administrative Expense
For the three months ended November 30, 2021, the company incurred $87,720 of general and administrative expense compared to $2,093 for the three months ended November 30, 2020 an increase of $85,627. The increase in the current period is primarily the result of stock compensation of $61,208 and other fees related to our SEC filings of $20,840.
Net Loss
For the three months ended November 30, 2021, we had a note loss of $87,871 compared to $4,843 for the three months ended November 30, 2020. Our increase in net loss is largely attributed to non-cash stock compensation expense.
The nine months ended November 30, 2021compared to the nine months ended November 30, 2020
Revenue
The Company recognized consulting revenue of $5,000 for the nine months ended November 30, 2021 compared to $0 for the nine months ended November 30, 2020.
Professional Fees
For the nine months ended November 30, 2021, the company incurred $17,423 of professional fees compared to $6,750 for the nine months ended November 30, 2020, an increase of $10,673. Professional fees generally consist of audit, legal, accounting and transfer agent fees expense. The increase in the current period is due to an increase of legal and transfer agent fees.
General and Administrative Expense
For the nine months ended November 30, 2021, the company incurred $193,186 of general and administrative expense compared to $8,627 for the nine months ended November 30, 2020 an increase of $184,559. The increase in the current period is primarily the result of stock compensation of $150,480 and other fees related to our SEC filings.
Director Compensation
For the nine months ended November 30, 2021, the company incurred $48,000 of director compensation expense compared to $0 for the nine months ended November 30, 2020. During the current period we issued common stock to two of our directors for total non-cash stock compensation of $48,000.
Other Income/Expense
During the nine months ended November 30, 2021, we recognized a gain of forgiveness of debt of $66,747 (Note 5), related party loss on conversion of debt of $127,480 (Note 6) and $2,000 of other income. There was no other income or expense in the prior period.
Net Loss
For the nine months ended November 30, 2021, we had a note loss of $312,342 compared to $15,377 for the nine months ended November 30, 2020. Our increase in net loss is largely attributed to non-cash stock compensation expense.
Liquidity and Capital Resources
Operating Activities
For the nine months ended November 30, 2021, the company used $105,651 in operating activities compared to $1,080 for the nine months ended November 30, 2020.
14
Financing Activities
During the nine months ended November 30, 2021, we received $240,000 from the sale of common stock. We received a cash advances from our CEO of $3,000, $28,870 from another related party and $39,994 from members of the prior management. We also received $3,581 from another party to assist with general operating expenses.
Off Balance Sheet Arrangements
We have no 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 are material to investors.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.
Recent Accounting Pronouncements
We have reviewed other recently issued accounting pronouncements and plan to adopt those that are applicable to us. We do not expect the adoption of any other pronouncements to have an impact on our results of operations or financial position.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Each of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective as of November 30, 2021.
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.
Changes in Internal Control over Financial Reporting.
Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
15
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
Exhibit No. |
| Description |
|
|
|
31.1 |
| |
32.1 |
| Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS |
| Inline XBRL Instance Document |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
| Inline XBRL Taxonomy Calculation Linkbase Document |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| Inline XBRL Taxonomy Label Linkbase Document |
101.PRE |
| Inline XBRL Taxonomy Presentation Linkbase Document |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101). |
16
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, thereunto duly authorized.
| UNITED STATES BASKETBALL LEAGUE, INC. | |
| | |
| /s/ Saeb Jannoun | |
| Saeb Jannoun | |
| Chairman and President | |
| January 12, 2022 | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
17
Exhibit 31.1
Certification
I, Saeb Jannoun, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The United States Basketball League, Inc.
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 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 period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officer 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):
(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
(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.
Dated: January 12, 2022 | /s/ Saeb Jannoun |
| Saeb Jannoun |
| Chief Executive Officer and Chief Financial Officer |
| (Principal Executive Officer and Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of The United States Basketball League, Inc. (the "Company") on Form 10-Q for the quarter ended November 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Saeb Jannoun, Chief Executive Officer of the Company and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: | /s/ Saeb Jannoun |
|
| Saeb Jannoun |
|
| Chief Executive Officer |
|
|
|
|
By: | /s/ Saeb Jannoun |
|
| Saeb Jannoun |
|
| Chief Financial Officer |
|
|
|
|
January 12, 2022 |
| |