Hoops Scouting USA 10-Q for FY2024 Q3
Hoops Scouting USA (HSCT)
About this 10-Q
Hoops Scouting USA filed this 10-Q on July 12, 2024, covering the quarter ended March 31, 2024 (FY2024 Q3).
Headline figures
Quarter ended March 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $18.82K
- compared with a net loss of $10.49K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
or
Commission File Number:
(Exact name of registrant as specified in its charter) |
| 7389 |
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(State or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Code Number) |
| (I.R.S. Employer Identification Number) |
Tel: (
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
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 ☒
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 (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
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Smaller Reporting Company | |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with 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.)
The number of shares of the Registrant’s common stock, par value $0.0001 per share, outstanding as of July 12, 2024, was
Item 1. Financial Statements
HOOPS SCOUTING USA | ||||||||
Condensed Balance Sheets | ||||||||
(Expressed in U.S. dollars) | ||||||||
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| March 31, 2024 |
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| June 30, 2023 |
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Assets |
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Current assets |
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Cash |
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Inventory net |
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Advances |
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Total current asset |
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Total assets |
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Liabilities and stockholders’ deficit |
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Current liabilities |
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Accounts payable and accrued liabilities |
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Due to related party (Note 3) |
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Total current liabilities |
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Non-current liabilities |
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Loans payable (Note 5) |
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Total liabilities |
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Nature of operations and continuance of business (Note 1) |
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Stockholders’ deficit |
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Common stock Authorized: |
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Additional paid-in capital |
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Deficit |
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Total stockholders’ deficit |
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Total liabilities and stockholders’ deficit |
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(The accompanying notes are an integral part of these condensed financial statements) | ||||||||
| 2 |
HOOPS SCOUTING USA |
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Condensed statements of operations and comprehensive loss |
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(Expressed in U.S. dollars) |
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(unaudited) |
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| For the three months ended March 31, 2024 |
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Expenses |
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Amortization expenses |
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Inventory valuation adjustment |
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General and administrative |
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Professional fees |
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Transfer agent and filing fees |
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Total expenses |
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Net loss and comprehensive loss for the period |
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Loss per share, basic and diluted |
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Weighted average shares outstanding |
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(The accompanying notes are an integral part of these condensed financial statements) | ||||||||||||||||
| 3 |
HOOPS SCOUTING USA | ||||||||||||||||||||||||
Condensed Statements of Stockholders’ Deficit | ||||||||||||||||||||||||
(Expressed in US dollars) | ||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
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| Common stock |
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| Total stockholders’ |
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| Number of shares |
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| Amount $ |
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| received $ |
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| Deficit $ |
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| deficit $ |
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Balance, June 30, 2022 |
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Net loss for the period |
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Balance, September 30, 2022 |
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Net loss for the period |
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Balance, December 31, 2022 |
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Net loss for the period |
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Balance, March 31, 2023 |
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Balance, June 30, 2023 |
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Net loss for the period |
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Balance, September 30, 2023 |
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Net loss for the period |
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Balance, December 31, 2023 |
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Net loss for the period |
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Balance, March 31, 2024 |
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(The accompanying notes are an integral part of these condensed financial statements) | ||||||||||||||||||||||||
| 4 |
HOOPS SCOUTING USA | ||||||||
Condensed statements of cash flows | ||||||||
(Expressed in U.S. dollars) | ||||||||
(unaudited) | ||||||||
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| For the nine months ended March 31, 2024 |
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| For the nine months ended March 31, 2023 |
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Operating activities |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Bank overdrawn |
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Amortization expenses |
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Accounts payable and accrued liabilities |
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Inventory |
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Advance |
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Net cash used in operating activities |
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Investing activities |
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Purchase of intangible asset |
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Net cash used in investing activities |
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Financing activities |
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Proceeds from promissory note |
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Proceeds from a related party |
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Net cash provided by financing activities |
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Change in cash |
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Cash, beginning of period |
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Cash, end of period |
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Supplemental disclosures: |
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Interest paid |
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Income taxes paid |
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Non-Cash financing and investing activities: |
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Asset acquired through promissory note |
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(The accompanying notes are an integral part of these condensed financial statements) | ||||||||
| 5 |
HOOPS SCOUTING USA |
Notes to the condensed financial statements March 31, 2024 |
(Expressed in U.S. dollars) |
1. Nature of Operations and Continuance of Business
Hoops Scouting USA (the “Company”) was incorporated in the State of Wyoming on October 31, 2016. The Company is in the business of scouting high school and college basketball players in Colorado.
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. During the nine months period ended March 31, 2024, the Company had no revenues and incurred a net loss of $
2. Significant Accounting Policies
(a) Basis of Presentation
The results for the nine months ended March 31, 2024 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended June 30, 2023, filed with the Securities and Exchange Commission.
The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2024 and for the related periods presented.
(b) Use of Estimates and Judgments
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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. It also requires management to exercise its judgment in the processing of applying the Company’s accounting policies. The Company regularly evaluates estimates and assumptions related to deferred income tax valuation allowances. The Company bases its estimates and assumptions on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The impacts of such estimates and judgments are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates and judgments are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
| 6 |
HOOPS SCOUTING USA |
Notes to the condensed financial statements March 31, 2024 |
(Expressed in U.S. dollars) |
2. Significant Accounting Policies (continued)
(c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
(d) Liquidity / Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
(e) Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized.
(f) Intangible Assets
Intangible assets consist of all right, title and interest of seller and its affiliates in the Grit Mobile Application and related complementary products acquired in an asset purchase agreement. The estimated useful life of these assets was determined to be zero years and amortized the full value of the intangible asset. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives.
(g) Impairment of Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions.
(h) Loss Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to +all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. There are no potentially issuable common shares as of March 31, 2024 or 2023.
| 7 |
HOOPS SCOUTING USA |
Notes to the condensed financial statements March 31, 2024 |
(Expressed in U.S. dollars) |
2. Significant Accounting Policies (continued)
(i) Comprehensive Loss
ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at December 31, 2023 and 2022, the Company had no items that affected comprehensive loss.
(j) Inventory
The Company values inventory at the lower of cost or market. Cost is determined using the first-in first-out method, which is calculated by counting each item in inventory, assigning costs to each item based upon the actual purchase cost of each item and reporting the costs of each item sold. The Company records a valuation allowance based upon the aging of the inventory.
(k) Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and 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.
(l) Revenue recognition
We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.
3. Related Party Transactions
Till June 30, 2022, president of the company contributed $
During the three months ended September 30, 2022, president of the company contributed $
During the three months ended December 31, 2022, president of the company contributed $
During the three months ended March 31, 2023, president of the company contributed $
During the three months ended June 30, 2023, the company borrowed $
During the three months ended September 30, 2023, president of the company contributed $
During the three months ended December 31, 2023, president of the company contributed $
| 8 |
HOOPS SCOUTING USA |
Notes to the condensed financial statements March 31, 2024 |
(Expressed in U.S. dollars) |
During the three months ended March 31, 2024, president of the company contributed $
As at March 31, 2024, the Company owed $
4. Intangible Asset
On February 17, 2023, the Company purchased the Grit Mobile Application and related complementary products from Grit Performance Athletics Inc at a purchase price of $
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Intangible asset |
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Less: Impairment |
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Property and equipment net |
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Impairment expense is $
5. Inventory
The Company values inventory at the lower of cost or market. During the nine months ended March 31, 2024 the company adjusted the inventory valuation by $
6. Common Stock
During the three months ended September 30, 2021, the Company received proceeds of $
On October 15, 2021, the Company issued (350,000 before split)
On May 8, 2023, the Company issued (500,000 before split)
On June 9, 2023, the Company executed forward stock split at
At at March 31, 2024, common shares issued and outstanding is
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HOOPS SCOUTING USA |
Notes to the condensed financial statements March 31, 2024 |
(Expressed in U.S. dollars) |
7. Promissory Note Payable
During the three months ended March 31, 2023, the company purchased intangible assets valued at $
8. Loans Payable
As at March 31, 2024, the Company owed $
9. Subsequent Event
During the period after March 31, 2024 and through July 10, 2024, the Company received $
Other than this transaction the Company doesn’t have any other event to report after the reporting period of March 31, 2024 through July 10, 2024
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
Liquidity and Capital Resources
As of March 31, 2024, we had a cash balance of $124 and total assets of $8,027 compared to cash and total assets of $44,623 as at June 30, 2023. The decrease in total assets was due to inventory impairment.
As at March 31, 2024, and June 30, 2023 we had total liabilities of $228,687 and $168,172 respectively. The increase in liabilities was due amounts due to a related party for operating costs and the purchase of inventory. Our liabilities at March 31, 2024 and June 30, 2023 were comprised of amounts due to our President and Director and for two loans payable to non-related parties for $16,000, which are unsecured, non-interest bearing, and due on or before March 31, 2024.
Our working capital deficit was $204,660 as at March 31, 2024 compared to $107,549 as at June 30, 2023 respectively.
During the period ended March 31, 2024, we did not issue any common shares.
Results of Operations
During the three months ended March 31, 2024, we incurred $18,819 of operating expenditures comprised of inventory valuation adjustment, general and administrative, professional fees, and transfer agent fees compared to $10,489 for amortization expenses, general and administrative bank and transfer agent fees during the three months ended March 31, 2023.
During the nine months ended March 31, 2024, we incurred $97,111 of operating expenditures comprised of inventory valuation adjustment, general and administrative, professional fees, and transfer agent fees compared to $24,253 for amortization expenses, general and administrative, professional fees and transfer agent fees during the nine months ended March 31, 2023. The increase of operating expenditures is due to the inventory impairment expenses incurred.
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Cash Flows
During the nine months ended March 31, 2024, we used $68,587 of cash for operating activities compared to the use of $18,588 for operating activities during the nine months ended March 31, 2023. During the nine months ended March 31, 2024 our financing activities consisted of $68,691 in proceeds from a related party, compared to $118,216 in financing activity during the nine months ended March 31, 2023, including $18,216 in proceeds from a related party and 100,000 in proceeds from a promissory note.
Trends
There is no assurance that we will be able to generate cash flows from our operations. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that we will be able to continue as a going concern.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
Inflation
The effect of inflation on our revenues and operating results has not been significant.
Critical Accounting Policies
Our financial statements are presented in United States dollars and are prepared using the accrual method of accounting, which conforms to US GAAP.
We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
The financial statements as of and for the nine months ended March 31, 2024 included herein, which have not been audited pursuant to the rules and regulations of the Securities and Exchange Commission, reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading.
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Going Concern
The Company’s financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date, has a working capital deficit of $204,660 and an accumulated deficit of $355,710. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain 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 periods presented. We are required to make judgments and estimates about the effect of matters that are inherently uncertain. Although, we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.
Recent Accounting Pronouncements
We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial position, future operations or cash flows.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
None
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the evaluation, both the Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, were not effective as of March 31, 2024.
Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Act of 1934) that materially affected, or is reasonably likely to materially affect, such internal control over financial reporting during the quarter ended March 31, 2024. MICHAEL GILLESPIE & ASSOCIATES, PLLC our independent auditors, were not required and have not performed an assessment of our internal controls over financial reporting for effectiveness.
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Part II — OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
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
No. |
| Description |
| ||
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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). |
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SIGNATURES
Pursuant to the requirements 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.
| HOOPS SCOUTING USA |
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Date: July 12, 2024 | By: | /s/ Jamie Oei |
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| Jamie Oei - Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer |
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EXHIBIT 31.1
CERTIFICATIONS
I, Jamie Oei, certify that;
| (1) | I have reviewed this Quarterly Report on Form 10-Q of Hoops Scouting USA; |
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| (2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| (3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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| (4) | I am 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 Rule 13a-15(f) and 15d-15(f) for the registrant and have: |
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| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
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| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| (5) | I have disclosed, based on my most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: July 12, 2024
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| /s/ Jamie Oei |
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| By: | Jamie Oei |
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| Title: | Chief Executive Officer and |
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| Chief Financial Officer |
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EXHIBIT 32.1
| CERTIFICATION OF |
| CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER |
| PURSUANT TO |
| 18 U.S.C. SECTION 1350, |
| AS ADOPTED PURSUANT TO |
| SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 |
I, Jamie Oei, the Chief Executive Officer and Chief Financial Officer of Hoops Scouting USA (the “Company”), hereby 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:
| (i) | the Quarterly Report on Form 10-Q of the Company, for the fiscal quarter ended March 31, 2024, and to which this certification is attached as Exhibit 32.1 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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| (ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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| By: | /s/ Jamie Oei |
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| Name: | Jamie Oei |
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| Title: | Chief Executive Officer and |
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| Chief Financial Officer |
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| Date: | July 12, 2024 |
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