HSCT 10-K/A
Hoops Scouting USA (HSCT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended:
Or
of the Securities Exchange Act of 1934
(For the transition period from _____________ to _____________
Commission File Number:
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Code Number) |
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Tel: (
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common stock, par value of $0.0001
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ Yes ☒ No
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. (Check one)
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller Reporting Company | ||
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| 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 Act).
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity as of the last business day of the registrant’s most recently completed second fiscal quarter: $
As of August 28, 2025 the Registrant had Pre-Split shares: 1,350,000 and Post-Split shares:
FORWARD LOOKING STATEMENTS
Some discussions in this Annual Report on Form 10-K contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties and relate to future events or future financial performance. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this Form 10-K. Forward-looking statements are often identified by words such as “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project,” “plans,” “seek” and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology.
These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” below that may cause our or our industry’s 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 these forward-looking statements. In addition, you are directed to factors discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section as well as those discussed elsewhere in this Form 10-K.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. However, readers should carefully review the risk factors set forth in other reports or documents the Company files from time to time with the Securities and Exchange Commission (the “SEC”), particularly the Company’s Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K. All written and oral forward-looking statements made subsequent to the date of this report and attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.
As used in this Annual Report on Form 10-K, references to “dollars” and “$” are to United States dollars and, unless otherwise indicated, references to “we,” “our,” “us,” the “Company,” or “Hoops” refer to Hoops Scouting USA, a Wyoming corporation.
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PART I
ITEM 1. BUSINESS.
Corporate History
Hoops Scouting USA was incorporated on October 31, 2016 under the laws of the State of Wyoming. We offer a basketball website for high school basketball players with aspirations of playing post-secondary basketball. Our website www.hoopsscoutingusa.com (the “Website”) will be the main hub and we are developing an app that will work in unison with the Website.
We are in the development stage and have not realized any revenue from our operations. Jamie Oei has served as our President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer since our inception. Our board of directors is comprised of one person: Jamie Oei. Our officer and director, Jamie Oei, currently lives in Canada, and our current assets are located in the United States. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings.
We received our initial funding of $50 through the sale of common stock from our officer and director, who purchased (500,000 before split) 37,500,000 shares of common stock at $0.0001 per share. During the year ended June 30, 2021, the Company received $32,000 of share subscriptions relating to a private placement of common shares at $0.10 per share. During the year ended June 30, 2022, the Company received $3,000 of share subscriptions relating to a private placement of common shares at $0.10 per share. On October 15, 2021, the Company issued (350,000 before split) 26,250,000 common shares at $0.10 per share relating to private placement proceeds of $35,000 that was received as of September 30, 2021. In furtherance of our business plan, on February 17, 2023, we entered into an Asset Purchase Agreement with Grit Performance Athletics Inc. (“Grit Performance”) to acquire all right, title and interest of Grit Performance and its Affiliates in the Grit Mobile Application and related products, including website, Instagram account, etc. (the “Assets”). The Assets are valued at $100,000 and were paid for by the issuance of (500,000 before split) 37,500,000 restricted shares of our common stock to Grit Performance.
Hoops Scouting USA is a basketball scouting website for high school basketball players with aspirations of playing post-secondary basketball. The Hoops Scouting USA website will allow high school players to set up accounts, which include game film, schedules for high school and AAU games, stats, and high school academic marks. This will allow coaches to be able to see players and their stats and can plan their recruiting with the team schedules. This brings international recruiting to the desk of every college coach in the United States from Division 1, Division 2, Divisions 3, NAIA, and Junior College.
Our products and products description
Hoops Scouting USA is a basketball website for high school basketball players with aspirations of playing post-secondary basketball. It is also an avenue for smaller university coaches who do not have the means to recruit larger areas of the United States and Internationally.
Hoops Scouting USA will allow high school players to set up accounts which include game film, schedules for high school and AAU games, stats, and high school academic marks. This will allow coaches to be able to see players and their stats and can plan their recruiting with the team schedules. This brings international recruiting to the desk of every college coach in the United States from Division 1, Division 2, Divisions 3, NAIA, and Junior College.
This also allows players from Europe, Australia, Asia, and South America to pursue opportunities in the United States to schools that would normally not be able to recruit in such a wide range. Many of the larger schools with bigger recruiting budgets are often the only ones to be able to see these international players. Often only the top players get a chance and the second and third tier players do not get a chance to be recruited. This will all change with Hoops Scouting USA.
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The website will be the main hub but being able to upload stats and game film directly from a smart phone will allow players and coaches to get almost immediate information. Development of an app to allow this will eventually work in unison with the website.
Revenue will be split between several revenue streams.
| 1. | Player Membership | |
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| a. | Players sign up for full memberships which allow players to upload unlimited videos to or website and app |
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| b. | Players sign up for partial memberships to upload one or two videos at a time. |
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| 2. | Coaching Membership - Coaches sign up to receive emails and check players. | |
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| 3. | Sponsorship- Website and app will have sponsors who can display their ads on videos or on the website or the app. Sponsors can receive info from the Company on what pages and what videos are being viewed the most. | |
A small fee for players and coaches will be invoked but sponsorship on the website and the app will be the main source of revenue.
We are planning to offer basketball merchandise including sweaters, jerseys and shorts for sale on our website. We have obtained some inventory but the online store is not yet active.
In furtherance of our business plan, on February 17, 2023, we entered into an Asset Purchase Agreement with Grit Performance Athletics Inc. (“Grit Performance”) to acquire all right, title and interest of Grit Performance and its Affiliates in the Grit Mobile Application and related products, including website, Instagram account, etc. (the “Assets”). The Assets are valued at $100,000 and were paid for by the issuance of (500,000 before split) 37,500,000 restricted shares of our common stock to Grit Performance.
The Grit app is an on demand digital training platform. It is designed for high level on and off court training for the serious athlete. The app was designed by professionals with over 30 years of experience in training who have coached some of the best athletes in the world. The app is designed to make training easier and allows users to train more efficiently.
Grit App was developed for young players to train on their own anywhere anytime and be able to do the drills that the best professionals in the world work on during their off-season training. Basketball has risen to the second most popular sport in the world. Players in the NBA are now coming from many international countries and people all over the world want to train like the NBA players do. Not everyone has access to pro trainers. The Grit App brings us closer than ever to working with top players and trainers.
About the Gritt App
High level on and off court training for the relentless designed by professionals. GRIT was created to help eliminate the guess work from your training. Follow custom workout plans or build your own featuring workout segments daily created for your needs and level to take your game to the next level. Everything is designed to be done on your own (or with a partner). All you need is a basketball, a hoop, your device to view the app and a work ethic. Our coaching staff has worked with and coached (professionally) some of the best athletes in the world and has experience working with athletes of all ages and skill levels across the globe. All workouts contain drill videos from our 1000+ drill library in high resolution. Each drill has a tangible goal tracking reps or time to complete and is recorded right in the app so you can see if you are tangibly improving.
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The Grit App will operate seamlessly with the Hoops Scouting USA and be able to market to all Hoops a Scouting USA users and give them a deal on training or build packages that give them access to Hoops Scouting USA and the app for a single package price.
Grit App currently offers THE DAILY GRIND: GRIT + PREMIUM ZONE - One stop shop for the modern driven athlete. Daily workouts segments for custom programming tailored to your exact needs, comprehensive workout plans for specific improvement, inspiration, articles, videos, knowledge, discounts on GRIT products, strength & conditioning and more. Designed, created, managed and updated daily by professional coaches, trainers and athletes. This is the place to take your game to the next level. We have been where you want to go and we want to share our knowledge with you or how to achieve your aspirations.
The Grit App has the option for users sign up for monthly or yearly programs plus purchase individual workouts plans which they have lifetime access to. These levels are phased and encourage users to purchase the next progression of that portion of the app to enjoy 70 + workouts and workout segments with new workout added daily.
In the Grit App
We offer the following inside the app in addition to the video form workouts:
| · | Free daily professionally programmed workouts (skill dev, shooting, ball handling, athletic dev., power, strength, mobility and yoga / injury prevention; |
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| · | Informative Premium Content (advice, tips, basketball iq, sports psych etc.); |
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| · | Film Breakdown; |
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| · | Interviews; |
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| · | Live Zoom Q&A; |
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| · | Support from our staff of professional coaches and athletes from across the world via messages in the app; |
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| · | Coaching Insight; and |
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| · | Basketball IQ Seminars and Tips. |
With NBA level talent both on the performance side and marketing side. Doug’s network or players from university to pro, professional coaches globally and some of the most influential basketball trainers in the world (see Dribble2much and Chris Brickley) are untapped markets and will be included into the fold in revenue sharing programs to help generate a lot of eyeballs on the app. Both of these people are close friends with our team and are ready to get on board when we take the next step. Between the two there are 4 + million followers on Instagram.
There are other entities on the market however there are nothing as thorough, as real or as in depth as what the GRIT app does for the modern athlete on the market. This app was created by professional coaches not simply trainers, the flow of workouts and programs have been used with thousands of athletes from grade school to the NBA globally for 20+ years and features the GRIT proprietary 4 quarter workout plan which is an all-encompassing holistic development model for athletes incorporating elements of skill development, consistent testing, data input and comparison, weekly challenges, strength and conditioning, digital one on one coaching, video breakdown and digital mentorship + evaluation via currently College / University coaches - all inside the app.
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Our strategy with the Grit App is to recruit current and former NBA and NCAA players and coaches as well as respected trainers to have their workouts on the app and do a revenue share with them. This will allow them to sell the program on the app as their personal workout program and motivate them to sell it as they receive a portion of all revenues from their workout.
Hoops Scouting USA will continue to focus on basketball scouting services. The acquisition of the Grit App allows us to offer a separate product for those using Hoops Scouting USA app as well as having a separate revenue stream of people using the app only. We think we can use both products a separate entity as well as advertise each through each other.
Customers
The Gritt app currently has 3,500 customers. Our principal customers are youth to professional athletes globally there is something for all levels inside the app. Beginners to advanced segments and drills are housed inside the app. The guess work is taken out for athletes who choose to follow workout plans or to combine workout segments to fully customize their workouts.
Historical Operations:
The Grit App was founded in 2020 by professional basketball coach and trainer Doug Plumb. Doug has coached professionally in the NBL in Canada and was the 2022 NBL Coach of the year while leading the London Lighting to the NBL title. Doug has worked with multiple NBA players to refine their skills. Players such as NBA All-Stars, Kevin Durant, Carmelo Anthony, and Donovan Mitchell are just a few of the NBA stars to have trained with Doug. The app got 3,500+ users in the first two months of operation with no advertising.
Current market trend
A Stanford Business Article titled “Five Key Trends That Are Driving the Business of Sports” explains that the data are changing the way the game is played, shifting emphasis from how many total points a player scores to measures of player efficiency. “It has been hard, historically, to quantify defense,” said Brian Kopp, senior vice president of STATS, the Company that developed
SportVU player tracking. “Now we have four camera views helping you do that.” In addition, the data have influenced the types of shots players take on the court. All sports are at that point where, like in a lot of businesses, they’re using a lot of (data) to make better decisions.
Marketing
Our officer and director will promote our scouting service. We plan to market our products through the following methods: (i) our website, (ii) search engine optimization, (iii) social networking websites, (iv) printing, mailing and emailing catalogues and flyers to potential customers, (v) word of mouth, (vi), telephoning potential customers (vii) content marketing and (viii) paid ads. We hope to have repeat customers coming and buying new products online from our website.
The Grit app can take on advertisers which can be put on all user and franchisee pages of the app. HSU plans to use NBA, NCAA and other Professional as well as the world’s top trainers to help advertise the app. The profit share structure we plan to implement allows these players to advertise via social media and share in users’ profits. Marketing to date includes email marketing and brand deign, customer acquisition and marketing photography.
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Competition
There are many well established companies in the industry such as Pure Sweat Training by Drew Hanlen which is another leading digital product. We expect to face medium to high level of resistance, and it will be up to our marketing efforts and negotiation skills to acquire customers. Most of our competitors may have greater financial resources than we do and will be able to withstand sales or price decreases better than we are. We also expect to continue to face competition from new market entrants. We may be unable to continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.
Insurance
We do not maintain any insurance as of the date of this prospectus.
Employees
We currently have no employees. Our sole officer and director manages the day-to-day operations of the Company.
Government Regulation
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies in any jurisdiction which we would conduct activities in the future. As of now there are no required government approvals present that we need approval from or any existing government regulation on our business.
Patents, trademarks and copyrights
We do not own, either legally or beneficially, any patents or trademarks. We intend to protect our website with copyright laws. Beyond our trade name, we do not hold any other intellectual property.
Bankruptcy or similar proceedings
There has been no bankruptcy, receivership or similar proceeding.
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ITEM 1A. RISK FACTORS.
We are a smaller reporting Company and not required to include this disclosure in our Form 10-K annual report.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES.
Our executive offices are located at 63 Rocio Court, Palm Desert, CA 92260. Our telephone number is (760) 636-4353. We currently use space in our sole officer and director’s home and we believe this space is sufficient to meet our needs for the foreseeable future. We do not currently own any real estate.
ITEM 3. LEGAL PROCEEDINGS.
We are not a party to any legal proceeding as of the date of this Report.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
As of the date of this Report, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market.
ITEM 6. SELECTED FINANCIAL DATA.
As a smaller reporting Company, we are not required to provide this information.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this Report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements.
Accounting and audit plan
Our independent auditor is expected to charge us approximately $15,000 to review our quarterly financial statements and approximately $12,000 to audit our annual financial statements. In the next twelve months after completion of this offering, we anticipate spending approximately $27,000 to pay for our accounting and audit requirements.
Limited operating history
There is no historical financial information about us upon which to base an evaluation of our performance. We are in startup stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
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Need for additional capital
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
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.
Results of operations
During the year ended June 30, 2023, we incurred $123,699 of operating expenditures comprised of impairment expenses, bank charges, professional fees, transfer agent and filing fees compared to $52,443 for the year ended June 30, 2022. The increase in operating expenses is due to a decrease in professional fees, specifically including payment for legal services relating to our DTC eligibility application and an increase in impairment expenses. Our accumulated deficit is $240,841 and we have not earned any revenues since our inception.
Since inception, we have offered and sold (i) (500,000 before split) 37,500,000 shares of common stock to our officers and directors, at a purchase price of $0.0001 per share, for aggregate proceeds of $50. During the year ended June 30, 2021, the Company received $32,000 of share subscriptions relating to a private placement of common shares at $0.10 per share. During the year ended June 30, 2022, the Company received $3,000 of share subscriptions relating to a private placement of common shares at $0.10 per share. On October 15, 2021, the Company issued 350,000 common shares at $0.10 per share relating to private placement proceeds of $35,000 that was received as at September 30, 2021. During the year ended June 30, 2023 the Company issued 500,000 common shares at $0.20 to settle a promissory note of $100,000.
Liquidity and Capital Resources
As of June 30, 2023, the Company had a cash balance and total assets of $49,381 compared to cash and total assets of $392 as at June 30, 2022. The decrease in cash was due to the proceeds received from the share subscriptions being used to pay day-to-day operating costs. As at June 30, 2023 and 2022, we had total liabilities of $155,172 and $82,484 respectively. Our working capital deficit was $89,791 as at June 30, 2023 compared to $66,092 at June 30, 2022.
The available capital reserves of the Company are not sufficient for the Company to remain operational. As of June 30, 2023 and 2022, our officer and director, who is currently our sole shareholder, is owed $136,506 and $61,581, respectively, for paying expenses related to our operations since our inception. The amount owing is unsecured, bears no interest, and is payable on demand.
We are highly dependent upon the success of the private offerings of equity or debt securities, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the Company. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the Company would be required to cease business operations. As a result, investors would lose all of their investment.
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Cash Flows
During the year ended June 30, 2023, we used $75,297 cash for operating activities compared to the use of $48,195 for operating activities during the year ended June 30, 2022. The decrease in the use of cash for operating activities was due to an increase in legal fees relating to our DTC eligibility from 2022.
During the year ended June 30, 2022, the Company received $3,000 of share subscriptions relating to a private placement of common shares at $0.10 per share. Net cash provided by financing activities for the year ended June 30, 2023 is $74,925 and 2022 is $38,001.
During the year ended June 30, 2022, we did not have any investing activities as compared to $100,000 in investing activity during the year ended June 30, 2023, for purchase of intangible assets by issuing the promissory note..
Going concern consideration
Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an ongoing business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting. The Company anticipates over the next 12 months the cost of being a reporting public Company including legal and accounting fees will be approximately $27,000.
Summary of significant accounting policies
Basis of presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s fiscal year end is June 30.
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.
A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
Use of estimates
Management uses estimates and assumption in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.
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Fair value of financial instruments
ASC 820, “Disclosures About Fair Value of Financial Instruments”, requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The Company’s financial instruments consist primarily of cash, accounts payable and accrued liabilities, amounts due to a related party, and loans payable.
Per share information
The Company computes net loss per share accordance with ASC 205 “Earnings per Share”. ASC 205 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is antidilutive.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting Company, we are not required to provide this information.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary financial information required by this Item are set forth immediately following the signature page and are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our sole executive officer (who is our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer), of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of June 30, 2023 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2023 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.
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Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, which currently consists of our sole executive officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO” - 2013) and SEC guidance on conducting such assessments. Our management concluded, as of June 30, 2023, that our internal control over financial reporting was not effective. Management realized there were deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls, which management considers to be material weaknesses.
In performing the above-referenced assessment, management had concluded that as of June 30, 2023, there were deficiencies in the design or operation of our internal control that adversely affected our internal controls which management considers to be material weaknesses including those described below:
| i) | Lack of Formal Policies and Procedures. The Company utilizes a third-party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third-party independent contractor is not involved in the day-to-day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions. |
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| ii) | Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process. The Company also does not have a formal financial reporting process which has resulted in the Company being delinquent in its SEC filings on a quarterly and annual basis. |
Our management feels the weaknesses identified above have not had any material effect on our financial results. However, we are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses.
Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
BF Borgers CPA PC, our independent auditors for fiscal 2023, have not and were not required to conduct an evaluation of the effectiveness of our internal controls over financial reporting for the year ended June 30, 2023. Sadler, Gibb & Associates LLC, our independent auditors for fiscal 2022, have not and were not required to conduct an evaluation of the effectiveness of our internal controls over financial reporting for the year ended June 30, 2022. Saturna Group Chartered Professional Accountants LLP, our independent auditors for fiscal 2021, have not and were not required to conduct an evaluation of the effectiveness of our internal controls over financial reporting for the year ended June 30, 2021.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the year ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any Company have been detected.
ITEM 9B. OTHER INFORMATION
None.
| 13 |
PART III
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Identification of Directors and Executive Officers
The following table sets forth the names and ages of our current directors and executive officers. Each director of the Company serves for a term of one year and until his successor is elected and qualified at the next Annual Shareholders’ Meeting, or until his earlier death, resignation or removal. Each officer of the Company serves for a term of one year and until his successor is elected and qualified, or until his earlier death, resignation or removal.
Name |
| Age |
| Position |
| Date Appointed |
Jamie Oei |
| 46 |
| President, CEO, CFO, Secretary and Director |
| October 31, 2016 |
Identification of Certain Significant Employees
We currently have no employees.
Family Relationships
As we only have one officer and director, there are no family relationships.
Involvement in Certain Legal Proceedings
During the past ten years, no director, executive officer, promoter or control person of the Company has been involved in the following:
| (1) | A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; |
|
|
|
| (2) | Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses). |
| 14 |
| (3) | Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: | |
|
|
|
|
|
| (i) | Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment Company, bank, savings and loan association or insurance Company, or engaging in or continuing any conduct or practice in connection with such activity; |
|
|
|
|
|
| (ii) | Engaging in any type of business practice; or |
|
|
|
|
|
| (ii) | Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws. |
| (4) | Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity |
|
|
|
| (5) | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated. |
|
|
|
| (6) | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
|
|
|
| (7) | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: |
|
| (i) | Any Federal or State securities or commodities law or regulation; or |
|
|
|
|
|
| (ii) | Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or |
|
|
|
|
|
| (iii) | Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
|
|
|
|
| (8) | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. | |
| 15 |
EXECUTIVE COMPENSATION
Compensation of Executive Officers
The following table sets forth the compensation paid to the Company’s executive officers for the past 5 years.
Name and |
|
|
|
|
|
|
|
|
| Stock |
|
| Option |
|
| Non- Equity Incentive Plan |
|
| Nonqualified Deferred Compensation |
|
| All Other |
|
|
|
| ||||||||
Principal |
|
|
| Salary |
|
| Bonus |
|
| Awards |
|
| Awards |
|
| Compensation |
|
| Earnings |
|
| Compensation |
|
| Total |
| ||||||||
Position |
| Year |
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
| ||||||||
Mr. Jamie Oei, |
| 2023 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
President, CFO |
| 2022 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Secretary, |
| 2021 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Treasurer and |
| 2020 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Director (1) |
| 2019 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
(1) Mr. Jamie Oei was appointed as President, CEO, CFO, Secretary, Treasurer and Director on October 31, 2016.
Narrative Disclosure to Summary Compensation Table
There are no current employment agreements between the Company and Mr. Oei. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers. There are no other stock option plans, retirement, pension, or profit-sharing plans for the benefit of our officers and directors other than as described herein.
Outstanding Equity Awards at Fiscal Year-End
There are no current outstanding equity awards to our executive officers.
| 16 |
Audit committee and conflicts of interest
Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The board of directors has not established an audit committee and does not have an audit committee financial expert, nor has the board established a nominating committee. The board is of the opinion that such committees are not necessary since the Company is an early development stage Company and has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.
Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.
Compensation of Directors
None.
Security Holders Recommendations to Board of Directors
Shareholders can direct communications to our Chief Executive Officer, Mr. Jamie Oei, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to individually respond to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with the SEC so that all shareholders have access to information about us at the same time. Mr. Oei collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties unless the communication is clearly frivolous.
| 17 |
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of the date of this Prospectus by: (i) each of our directors; (ii) each of our executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our issued and outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.
As of the date of this filing, there are 101,250,000 common shares issued and outstanding.
Name and Address of Beneficial Owner |
| Title of Class |
| Amount &Nature of Beneficial Ownership(1) |
|
| Percent of Class (%) (2) |
| ||
Mr. Jamie Oei (3) 63 Rocio Court Palm Desert, CA 92260 |
| Common |
|
| 37,500,000 |
|
|
| 37.037 | % |
Grit Performance Athletics Inc 1010-1030 West Georgia Street Vancouver, British Columbia V6E 2Y2, CA |
| Common |
|
| 37,500,000 |
|
|
| 37.037 | % |
|
|
|
|
| 75,000,000 |
|
|
| 74.074 | % |
| (1) | The number and percentage of shares beneficially owned is determined under rules promulgated by the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown that are beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table. |
|
|
|
| (2) | Based on 101,250,000 common shares issued and outstanding, 0 shares issuable upon the exercise of stock purchase options within 60 days. |
|
|
|
| (3) | Mr. Jamie Oei is the current President, CEO, Treasurer, Secretary and a Director of the Company. His beneficial ownership includes 37,500,000 common shares. |
Changes in Control
There are no present arrangements or pledges of the Company’s securities, which may result in a change in control of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On October 31, 2016, pursuant to a subscription agreement, we offered and sold (500,000 before split) 37,500,000 shares of common stock to our officer and director, Jamie Oei, at a purchase price of $0.0001 per share, for aggregate proceeds of $50. During 2016, our officer and director, who is currently our shareholder, advanced the Company $6,898 to pay expenses. During 2019, our officer and director advanced the Company $5,000 to pay expenses and, during 2020 our officer and director advanced the Company $10,602 to pay expenses. During 2021, our officer and director advanced the Company $4,080 to pay expenses. During 2022, our officer and director advanced the Company $35,001 to pay expenses. During 2023, our officer and director advanced the Company $27,684 to pay expenses. Our officer and director Jamie Oei is our promoter.
| 18 |
COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Articles of Incorporation and Wyoming law provide that none of our officers or directors will be personally liable to the Company or its stockholders for any damages as a result of any act or failure to act in his or her capacity as an officer or director
unless it is proven that:
The officer’s or director’s act or failure to act constituted a breach of his or her fiduciary duties as an officer or director; and, the breach of those duties involved intentional misconduct, fraud or a knowing violation of law.
These provisions eliminate our rights and those of our stockholders to recover damages from an officer or director for his or her breach of a fiduciary duty unless such breach involved intentional misconduct, fraud or a knowing violation of law. The limitations summarized above, however, do not affect our ability or that of our stockholders to seek non-monetary remedies, such as an injunction or rescission, against an officer or director for his or her acts or failure to act.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and other persons pursuant to the foregoing provisions, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following table shows the fees paid or accrued by us for the audit and other services provided by BF Borgers CPA PC for the fiscal periods shown.
|
| June 30, 2023 |
|
| June 30, 2022 |
| ||
Audit Fees |
| $ | 10,800 |
|
| $ | 5,000 |
|
Audit Related Fees |
|
| 4,000 |
|
|
| 5,000 |
|
Total |
| $ | 14,800 |
|
| $ | 10,000 |
|
Audit fees consist of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by the above auditors in connection with statutory and regulatory filings or engagements
In the absence of a formal audit committee meeting, the full Board of Directors pre-approves all audit and non-audit services to be performed by the independent registered public accounting firm in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended.
| 19 |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES.
The following exhibits are included with this report:
(a) (1) Index to Financial Statements: |
|
|
|
|
|
|
|
| F-1 |
| |
Unaudited Balance Sheets as of June 30, 2023 (Restated) and June 30, 2022 |
| F-4 |
|
| F-5 |
| |
| F-6 |
| |
Unaudited Statements of Cash Flows for the years ended June 30, 2023 (Restated) and June 30, 2022 |
| F-7 |
|
| F-8 |
|
(a) (3) Index to Exhibits
| ||
| ||
| ||
| ||
101.INS* |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
101.SCH* |
| Inline XBRL Taxonomy Extension Schema |
101.CAL* |
| Inline XBRL Taxonomy Extension Calculation Linkbase |
101.DEF* |
| Inline XBRL Taxonomy Extension Definition Linkbase |
101.LAB* |
| Inline XBRL Taxonomy Extension Label Linkbase |
101.PRE* |
| Inline XBRL Taxonomy Extension Presentation Linkbase |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith
| 20 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 29th day of July 2025.
HOOPS SCOUTING USA
| /s/ Jamie Oei |
|
By: | Jamie Oei |
|
Title: | Chief Executive Officer and sole director, Principal Executive Officer Principal Financial Officer And Principal Accounting Officer |
|
In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed below by or on behalf of the following persons in the capacities and on the dates stated.
Signature |
| Title |
| Date |
|
|
|
|
|
|
|
|
|
|
/s/ Jamie Oei |
|
|
|
|
By: Jamie Oei |
| Chief Executive Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Sole Director |
| August 28, 2025 |
| 21 |
| Table of Contents |
HOOPS SCOUTING USA
Financial Statements
For Years Ended June 30, 2023 and 2022
(expressed in US dollars)
22 |
| Table of Contents |
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
HOOPS SCOUTING, USA.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Hoops Scouting USA (the ‘Company’) as of June 30, 2023, and the related statements of operations, changes in stockholders’ (deficit) and cash flows for the year ended June 30, 2023, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023, and the results of its operations and its cash flows for the year ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company suffered an accumulated deficit of $(240,841), net loss of $(123,699) and a negative working capital of $(89,791). The Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities to execute its plans and continue operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
Impairment of Intangible Assets
As disclosed in Note 4 to the financial statements, during the year 2023 the Company purchased Grit Mobile Application and related complementary products at a purchase price of $100,000. The total cost of the assets was included in “Intangible Assets” As of June 30, 2023, Management determined that this intangible asset doesn’t have a definite useful life, and as such, it was fully impaired
The Company’s evaluation of the intangible asset for impairment involves assumptions. The Software was impaired by 100% during the year.
We identified the impairment and accounting treatment of this asset to be critical audit matter because determining the fair value and related accounting treatment involves a high degree of auditor judgement and an increased extent of effort to evaluate the Company’s conclusions.
| F-1 |
| Table of Contents |
How the Critical Audit Matter Was Addressed in the Audit
The procedures performed to address the matter included.
| ■ | We obtained and reviewed the asset purchase agreement and related supporting documents |
| ■ | We obtained and review the impairment assessment memo |
| ■ | Perform a detailed and extensive search for potential impairment indicators, including consideration of the results of other audit testing. |
| ■ | We validate the accuracy of data and inputs in supporting evidence. |
| ■ | We evaluated the reasonableness of the Company’s projections of future cash flows by comparing the assumptions used in the projections to actual results and other information deemed necessary as well as tested the mathematical accuracy of the calculations; |
| ■ | We evaluated the adequacy of the Company’s disclosures in the financial statements related to the impairment. |
/S/ Boladale Lawal
(Chartered Accountants)
(PCAOB ID
We have served as the Company’s auditor since 2025.
August 28, 2025
| F-2 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Hoops Scouting USA:
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Hoops Scouting USA (“the Company”) as of June 30, 2022, the related statements of operations, stockholders’ deficit, and cash flows for the year ended June 30, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2022, and the results of its operations and its cash flows for the year ended June 30, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Sadler, Gibb & Associates, LLC
We have served as the Company’s auditor since 2022
through May 15, 2023. Draper, UT
October 11, 2022
| F-3 |
| Table of Contents |
HOOPS SCOUTING USA | ||||
Balance Sheets |
|
| June 30, 2023 |
|
| June 30, 2022 |
| ||
|
|
|
|
|
|
| ||
Assets |
|
|
|
|
|
| ||
Current assets |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
Inventory |
|
|
|
|
|
| ||
Advances |
|
|
|
|
|
| ||
Total current assets |
| $ |
|
| $ |
| ||
Total assets |
| $ |
|
| $ |
| ||
Liabilities and stockholders’ deficit |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
|
|
|
|
| ||
Due to related party (Note 3) |
|
|
|
|
|
| ||
Total current liabilities |
|
|
|
|
|
| ||
Non-current liabilities |
|
|
|
|
|
|
|
|
Loans payable (Note 5) |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total liabilities |
| $ |
|
| $ |
| ||
Stockholders’ deficit |
|
|
|
|
|
|
|
|
Common stock authorized: |
| $ |
|
| $ |
| ||
Additional paid-in capital |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Total stockholders’ deficit |
| $ | ( | ) |
| $ | ( | ) |
Total liabilities and stockholders’ deficit |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
(The accompanying notes are an integral part of these audited financial statements) | ||||||||
| F-4 |
| Table of Contents |
HOOPS SCOUTING USA | ||||||||
Statements of operations | ||||||||
| ||||||||
|
| For the year ended June 30, 2023 |
|
| For the year ended June 30, 2022 |
| ||
|
|
|
|
|
|
| ||
Expenses |
|
|
|
|
|
| ||
General and administrative |
| $ |
|
| $ |
| ||
Professional fees |
|
|
|
|
|
| ||
Impairment expenses |
|
|
|
|
|
| ||
Transfer agent and filing fees |
|
|
|
|
|
| ||
Total expenses |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Net loss |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Net loss per common share - basic and diluted |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Weighted average number of shares of common stock outstanding - basic and diluted |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
(The accompanying notes are an integral part of these audited financial statements) | ||||||||
| F-5 |
| Table of Contents |
HOOPS SCOUTING USA | |||||||||
Restated Statements of Stockholders’ Deficit |
|
|
|
|
|
|
|
|
|
|
|
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| Common stock |
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| Additional |
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| Share |
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| Total |
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| Number of Shares |
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| Amount |
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| paid-in capital |
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| subscriptions received |
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| Accumulated deficit |
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| stockholders’ deficit |
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| For the year ended June 30, 2022 |
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Balance, June 30, 2021 |
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| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||
Share subscriptions received |
|
| - |
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Stock issued against share subscriptions received |
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| ( | ) |
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Net loss for the period |
|
| - |
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|
| ( | ) |
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| ( | ) | ||
Balance, June 30, 2022 |
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| $ |
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| $ |
|
| $ |
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| $ | ( | ) |
| $ | ( | ) | ||||
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| For the year ended June 30, 2023 (Restated) | ||||||||||||||||||||||
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Balance, June 30, 2022 |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | ||||
Stock issued for purchase or intangible asset |
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Net loss for the period |
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| - |
|
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|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Balance, June 30, 2023 |
|
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|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||
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(The accompanying notes are an integral part of these audited financial statements) | ||||||||||||||||||||||||
| F-6 |
| Table of Contents |
HOOPS SCOUTING USA | ||||||||
Statements of cash flows | ||||||||
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| For the year ended June 30, 2023 |
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| For the year ended June 30, 2022 |
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Cash Flows from Operating Activities: |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Impairment Expenses |
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Changes in operating assets and liabilities: |
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Increase/(Decrease) in accounts payable and accrued liabilities |
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| ( | ) |
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| |
(Increase) in Inventory |
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| ( | ) |
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| |
(Increase) in Advances |
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| ( | ) |
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| |
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Net cash used in operating activities |
| $ | ( | ) |
| $ | ( | ) |
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Cash Flows from Financing Activities: |
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Proceeds from related parties |
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Proceeds from share subscriptions received |
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Net cash provided by financing activities |
| $ |
|
| $ |
| ||
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
| ( | ) |
|
| ( | ) |
Cash, cash equivalents and restricted cash at beginning of the period |
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| ||
Cash, cash equivalents and restricted cash at end of the period |
| $ |
|
| $ |
| ||
Supplemental Cash Flow Information: |
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Cash paid for interest |
| $ |
|
| $ |
| ||
Cash paid for income taxes |
| $ |
|
| $ |
| ||
Non-Cash financing and investing activities: |
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Intangible asset acquired through share issue |
| $ |
|
| $ |
| ||
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(The accompanying notes are an integral part of these audited financial statements) | ||||||||
| F-7 |
| Table of Contents |
HOOPS SCOUTING USA
Notes to the financial statements
Years ended June 30, 2023 and 2022
(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.
On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company has not been significant, but management continues to monitor the situation.
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 year ended June 30, 2023, the Company had no revenues and incurred a net loss of $
2. Significant Accounting Policies
(a) Basis of Presentation
The results for the year ended June 30, 2023 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 for the year ended June 30, 2022, filed with the Securities and Exchange Commission.
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the year ended June 30, 2023.
(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.
| F-8 |
| Table of Contents |
HOOPS SCOUTING USA
Notes to the financial statements
Years ended June 30, 2023 and 2022
(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 consist of all rights, 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 June 30, 2023 or 2022.
| F-9 |
| Table of Contents |
HOOPS SCOUTING USA
Notes to the financial statements
Years ended June 30, 2023 and 2022
(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 June 30, 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
From inception in 2016 the June 30, 2021, the Company borrowed $
During the year ended June 30, 2022, the Company borrowed $
During the year ended June 30, 2023, the Company borrowed $
As at June 30, 2023, the Company owed $
| F-10 |
| Table of Contents |
HOOPS SCOUTING USA
Notes to the financial statements
Years ended June 30, 2023 and 2022
(Expressed in U.S. dollars)
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 $
The Company’s intangible asset consists of the following.
|
| As at June 30, 2023 |
|
| As at June 30, 2022 |
| ||
Intangible asset |
| $ |
|
| $ |
| ||
Less: Impairment |
|
| ( | ) |
|
|
| |
Property and equipment net |
| $ |
|
| $ |
| ||
Impairment expense is $
5. Advances
During the period ended June 30, 2023 the Company paid $
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
As at June 30, 2023 and 2022, common shares issued and outstanding is
7. Share Subscription Payable
During the three months ended March 31, 2023, the Company purchased intangible assets valued at $
| F-11 |
| Table of Contents |
HOOPS SCOUTING USA
Notes to the financial statements
Years ended June 30, 2023 and 2022
(Expressed in U.S. dollars)
8. Loans Payable
As at June 30, 2023, the Company owed $
9. Income Taxes
The Company is subject to United States federal and state income taxes at a rate of
|
| For the year ended June 30, 2023 |
|
| For the year ended June 30, 2022 |
| ||
Income tax expense (benefit) at statutory rate |
| $ | ( | ) |
| $ | ( | ) |
Change in valuation allowance |
|
|
|
|
|
| ||
Income tax expense |
| $ |
|
| $ |
| ||
The significant components of deferred income tax assets and liabilities as at June 30, 2023 and 2022 are as follows:
|
| June 30, 2023 |
|
| June 30, 2022 |
| ||
Gross deferred tax asset |
| $ |
|
| $ |
| ||
Valuation allowance |
|
| ( | ) |
|
| ( | ) |
Net deferred tax asset |
| $ |
|
| $ |
| ||
The Company has net operating losses carried forward of $
10. Subsequent Event
The Company evaluated all events or transactions that occurred after June 30, 2023. Company determined that it does not have any subsequent event requiring recording or disclosure in the financial statements for the period ended June 30, 2023.
| F-12 |