Aeternum Health, Inc 10-Q for FY2022 Q1
Aeternum Health, Inc. (AETN)
About this 10-Q
Aeternum Health, Inc filed this 10-Q on July 14, 2022, covering the quarter ended May 31, 2022 (FY2022 Q1).
Headline figures
Quarter ended May 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $38.4K
- compared with a net loss of $18.65K a year earlier
- Diluted EPS
- $0.00
- 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 July 14, 2022, there were
UNITED STATES BASKETBALL LEAGUE, INC.
Form 10-Q
For the Quarterly Period Ended May 31, 2022
INDEX
| ||
3 | ||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 | |
12 | ||
13 | ||
|
| |
13 | ||
13 | ||
13 | ||
13 | ||
13 | ||
13 | ||
13 | ||
14 | ||
15 | ||
2
PART I
FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS.
3
UNITED STATES BASKETBALL LEAGUE, INC.
CONDENSED BALANCE SHEETS
| | May 31, | | February 28, | ||
| | 2022 | | 2022 | ||
|
| (unaudited) |
| |
| |
ASSETS | | | | | | |
Current Assets: |
| |
|
| |
|
Cash | | $ | | | $ | |
Prepaid stock for services | | | | | | |
Other prepaids | | | | | | — |
Total Assets | | $ | | | $ | |
| | | | | | |
| | | | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | |
| |
| | | | | | |
Current Liabilities: | |
| | |
| |
Accounts payable and accrued expenses | | $ | | | $ | |
Total Current Liabilities | |
| | |
| |
| | | | | | |
Total Liabilities | |
| | |
| |
| | | | | | |
Stockholders' Equity (Deficit): | |
| | |
| |
Preferred stock, $ | |
| — | |
| — |
Common stock, $ | | | | | | |
Additional paid-in capital | |
| | |
| |
Accumulated deficit | |
| ( | |
| ( |
Treasury stock, at cost; | |
| ( | |
| ( |
Total Stockholders' Equity | |
| | |
| |
Total Liabilities and Stockholders' Deficit | | $ | | | $ | |
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
UNITED STATES BASKETBALL LEAGUE, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| | For the Three Months Ended | ||||
| | May 31, | ||||
|
| 2022 |
| 2021 | ||
Operating Expenses: | | | | | | |
Professional fees | | $ | | | $ | |
General and administrative | |
| | | | |
Director compensation | |
| — | |
| |
Total operating expenses | |
| | |
| |
| | | | | | |
Loss from Operations | |
| ( | |
| ( |
| | | | | | |
Other Income: | | | | | | |
Gain on forgiveness of debt | | | — | | | |
Total other income | | | — | | | |
| | | | | | |
Net loss | | $ | ( | | $ | ( |
| | | | | | |
Loss per Common Share: | |
| | |
|
|
Basic and Diluted | | ( | | ( | ||
| | | | | | |
Weighted Average Number of Common Shares Outstanding: | |
| | |
|
|
Basic and Diluted | |
| | |
| |
The accompanying notes are an integral part of these unaudited condensed financial statements.
5
UNITED STATES BASKETBALL LEAGUE, INC.
CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED MAY 31, 2021 and 2022
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | Total | |
| | Common Stock | | Preferred Stock | | Common Stock | | Additional | | Accumulated | | Treasury Stock | | Stockholders’ | |||||||||||||
|
| Shares |
| Amount |
| Shares |
| Amount |
| To be Issued |
| Paid-in Capital |
| Deficit |
| Shares |
| Amount |
| Equity (Deficit) | |||||||
Balance, February 28, 2021 |
| | | $ | |
| | | $ | | | $ | — | | $ | | | $ | ( |
| | | $ | ( | | $ | ( |
Common stock issued for services |
| — | |
| — |
| — | |
| — | |
| | |
| — | |
| — |
| — | |
| — | |
| |
Common stock issued for director services |
| — | |
| — |
| — | |
| — | |
| | |
| — | |
| — |
| — | |
| — | |
| |
Common stock sold for cash |
| — | |
| — |
| — | |
| — | |
| | |
| — | |
| — |
| — | |
| — | |
| |
Forgiveness of related party debt |
| — | |
| — |
| — | |
| — | |
| — | |
| | |
| — |
| — | |
| — | |
| |
Net Loss |
| — | |
| — |
| — | |
| — | |
| — | |
| — | |
| ( |
| — | |
| — | |
| ( |
Balance, May 31, 2021 |
| | | $ | |
| | | $ | | | $ | | | $ | | | $ | ( |
| | | $ | ( | | $ | |
| | Common Stock | | Additional | | Accumulated | | Treasury Stock | | Total Stockholders’ | |||||||||
| | Shares | | Amount | | Paid-in Capital | | Deficit | | Shares | | Amount | | Equity (Deficit) | |||||
Balance, February 28, 2022 |
| |
| $ | |
| $ | |
| $ | ( |
| |
| $ | ( |
| $ | |
Net Loss |
| | |
| | |
| | |
| ( |
| | |
| | | | ( |
Balance, May 31, 2022 |
| | | $ | | | $ | | | $ | ( |
| | | $ | ( | | $ | |
The accompanying notes are an integral part of these unaudited condensed financial statements.
6
UNITED STATES BASKETBALL LEAGUE, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
| | For the Three Months Ended | ||||
| | May 31, | ||||
|
| 2022 |
| 2021 | ||
Cash Flows from Operating Activities: |
| |
|
| |
|
| | | | | | |
Net loss | | $ | ( | | $ | ( |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | |
Gain on forgiveness of debt | | | — | | | ( |
Common stock issued for services | | | — | | | |
Changes in operating assets and liabilities: | |
| | |
| |
Prepaids | | | | | | — |
Accounts payable and accrued expenses | |
| ( | |
| ( |
Net cash used in operating activities | |
| ( | |
| ( |
| | | | | | |
Cash Flows from Investing Activities | |
| | |
| |
| | | | | | |
Cash Flows from Financing Activities: | |
| | |
| |
Increase in due to related parties | |
| — | |
| |
Loans payable | | | — | | | |
Cash proceeds from sale of common stock | | | — | | | |
Net cash provided by financing activities | |
| — | |
| |
| | | | | | |
Net change in cash | |
| ( | |
| |
Cash, beginning of year | |
| | |
| |
Cash, end of year | | $ | | | $ | |
| | | | | | |
Supplemental disclosures of cash flow information: | |
| | |
| |
Interest paid | | $ | | | $ | |
Income tax paid | | $ | | | $ | |
The accompanying notes are an integral part of these unaudited condensed financial statements.
8
UNITED STATES BASKETBALL LEAGUE, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MAY 31, 2022
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, 2022, have been omitted.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s accounting estimates include the collectability of receivables, useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill,
Recently Issued Accounting Pronouncements
The Company has implemented all new applicable 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.
9
NOTE 3 – GOING CONCERN
The accompanying unaudited financial statements 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 – RELATED PARTY TRANSACTIONS
During the year ended February 28, 2022, the Company granted
NOTE 5 – PREFERRED STOCK
On May 18, 2021, the Company increased its authorized shares of Preferred Stock from
Each share of preferred stock has
10
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 May 31,2022 compared to the three months ended May 31, 2021
Professional Fees
For the three months ended May 31, 2022, the company incurred $7,500 of professional fees compared to $12,025 for the three months ended May 31, 2021, a decrease of $4,525 or 37.6%. Professional fees generally consist of audit, legal, accounting and transfer agent fees expense. The decrease in the current period is mainly due to a decrease of legal fees during the current period.
General and Administrative Expense
For the three months ended May 31, 2022, the company incurred $30,901 of general and administrative expense compared to $25,370 for the three months ended May 31, 2021 an increase of $5,531 or 21.8%. The increase in the current period is primarily the result of increased consulting expense.
11
Director Compensation
For the three months ended May 31, 2022, the company incurred $0 of director compensation expense compared to $48,000 for the three months ended May 31, 2021. During the prior period we issued common stock to two of our directors for total non-cash stock compensation of $48,000.
Other Income/Expense
We had no other income or expense for three months ended May 31, 2022. For the three months ended May 31, 2021, we recognized a gain of forgiveness of debt of $66,747.
Net Loss
For the three months ended May 31, 2022, we had a net loss of $38,401 compared to $18,648 for the three months ended May 31, 2021.
Liquidity and Capital Resources
Operating Activities
For the three months ended May 31, 2022, the company used $27,314 in operating activities compared to $52,277 for the three months ended May 31, 2021.
Financing Activities
During the three months ended May 31, 2022, we neither received nor used any funds for financing activities. During the three months ended May 31, 2021, we received $240,000 from the sale of common stock, a cash advance from our CEO of $3,000 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.
12
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 May 31, 2022.
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.
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
13
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). |
14
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 | |
| July 14, 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.
15
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: July 14, 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 May 31, 2022, 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 | |
| | |
July 14, 2022 | ||