Hoops Scouting USA 10-K for FY2022
Hoops Scouting USA (HSCT)
About this 10-K
Hoops Scouting USA filed this 10-K on October 11, 2022, covering the fiscal year ended June 30, 2022 (FY2022).
Headline figures
Fiscal year ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $52.44K
- compared with a net loss of $36.59K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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For the fiscal year ended:
or
For the transition period from: _____________ to _____________
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(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) |
(Address, including zip code, and telephone number, includingarea 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
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 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 for such shorter period that the registrant was required to submit 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 | ||
| 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 October 11, 2022 the Registrant had
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. Hoops Scouting USA is a basketball scouting website www.hoopsscoutingusa.com for high school basketball players with aspirations of playing post-secondary basketball to upload stats. 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.
We are in the development stage, and have not realized any revenues 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 director 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. Since incorporation, we have not made any significant purchase or sale of assets. We are not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since we have a specific business plan or purpose. We have not had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.
From inception until the date of this Report, we have had limited operating activities. We have not yet commenced operations and we have primarily undertaken only organizational activities including the incorporation of our company, development of our business plan, opening a bank account, the initial equity funding by our officers and directors, and registering and launching our website. We received our initial funding of $50 through the sale of common stock from our officer and director, who purchased 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 common shares at $0.10 per share relating to private placement proceeds of $35,000 that was received as of September 30, 2021.
We are a development stage company which is in the business of providing a 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.
To implement our business plan, we require a minimum funding of $35,000 over the next twelve months to pay for website development and phase one of our marketing plan. After twelve months period, we may need additional financing. If we do not generate any revenue, we may need a minimum of $11,000 of additional funding to pay for legal and accounting fees, and for costs associated with being a “reporting issuer” under the Securities Exchange Act of 1934, as amended SEC filing requirements. Our officer and director, has agreed to loan the company funds, however, he has no firm commitment, arrangement or legal obligation to advance or loan funds to the company and there is also no guarantee that he will continue to loan the funds to the company in the future as well. We have no revenues and have incurred losses since inception.
Our operations to date have been devoted primarily to startup and development activities, which include: (i) formation of the Company; (ii) development of our business plan; (iii) opening a bank account; (iv) the initial equity funding by our officer and director; and (v) registering and launching our website.
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.
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.
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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. |
| 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.
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.
Competition
There are many well established companies in our industry. 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 are a development stage company and 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.
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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.
“Shell” Company Status
The proposed business activities described herein classify us as a “shell” company. The Securities and Exchange Commission and certain states have enacted statutes, rules and regulations regarding the sales of securities of shell companies, as well as limitations on a shareholder’s ability to sell their “restricted” securities. Rule 144 is not available to a shareholder of a shell company unless and until the Company files a registration statement with the SEC that includes certain specific information about existing business operations of a registrant and thereafter must wait an additional one year to take advantage of that exemption from registration.
Rule 12b-2 of the 34 Act defines a shell company as a company that has:
| (1) | No or nominal operations; and |
| (2) | Either: |
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| (i) | No or nominal assets; |
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| (ii) | Assets consisting solely of cash and cash equivalents; or |
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| (iii) | Assets consisting of any amount of cash and cash equivalents and nominal other assets. |
We will continue to file all reports required of us under the Exchange Act until we organically build our business from cash raised from investors. No assurance can be given that this will occur or, if it does, for how long.
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 $6,000 to review our quarterly financial statements and approximately $5,000 to audit our annual financial statements. In the next twelve months after completion of this offering, we anticipate spending approximately $11,000 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.
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.
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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, 2022, we incurred $52,443 of operating expenditures comprised of bank charges, professional fees as well as transfer agent/filing fees compared to $36,592 for the year ended June 30, 2021. The increase in operating expenses is due to increase in operating activity during the current period, including payment for legal services relating to our DTC eligibility application. Our accumulated deficit is $117,142 and we have not earned any revenues since our inception.
Since inception, we have offered and sold (i) 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.
Liquidity and Capital Resources
As of June 30, 2022, the Company had a cash balance and total assets of $392 compared to cash and total assets of $10,586 as at June 30, 2021. The decrease in cash and total assets was due to the proceeds received from the share subscriptions being used to pay day-to-day operating costs. As at June 30, 2022 and 2021, we had total liabilities of $82,484 and $43,235 respectively. Our working capital deficit was $66,092 as at June 30, 2022 compared to $16,649 as at June 30, 2021.
The available capital reserves of the company are not sufficient for the company to remain operational. As of June 30, 2022 and 2021, our officer and director, who is currently our sole shareholder, is owed $61,581 and $26,580, respectively, for paying expenses related to our operations since our inception. The amount owing is unsecured, bears no interest, and is payable on demand.
During the year ended June 30, 2021, we received $16,000 in loan proceeds from two non-related investors which are unsecured, bears no interest, and is due on or before December 1, 2022.
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.
Cash Flows
During the year ended June 30, 2022, we used $13,194 of cash for operating activities compared to the use of $37,562 for operating activities during the year ended June 30, 2021. The increase in the use of cash for operating activities was due to an increase in legal fees relating to our DTC eligibility.
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. 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. On October 18, 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. Also during the year ended 2021, the Company received $16,000 of cash flow financing from loan proceeds. The loans payable to non-related parties are unsecured, non-interest bearing, and due on or before December 31, 2022.
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During the years ended June 30, 2022 and 2021, we did not have any investing activities.
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 $10,000.
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.
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.
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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, 2022 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, 2022 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.
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, 2022, 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, 2022, 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. |
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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.
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, 2022 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.
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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 |
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| Date Appointed |
Jamie Oei |
| 45 |
| 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; |
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| (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); |
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| (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: |
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| (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; |
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| (ii) | Engaging in any type of business practice; or |
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| (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; |
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| (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; |
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| (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. | |
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 principal position |
| Year |
|
| Salary ($) |
|
| Bonus ($) |
|
| Stock Awards ($) |
|
| Option Awards ($) |
|
| Non- Equity Incentive Plan Compensation ($) |
|
| Nonqualified Deferred Compensation Earnings ($) |
|
| All Other Compensation ($) |
|
| Total ($) |
| |||||||||
Mr. Jamie Oei, President, CFO Secretary, Treasurer and Director (1) |
| 2022 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| |
|
| 2021 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| - |
| |||
|
| 2020 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| - |
| |||
|
| 2019 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| - |
| |||
|
| 2018 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| - |
| |||
(1) Mr. Jamie Oei was appointed as President, CEO, CFO, Secretary, Treasurer and Director on October 31, 2016.
| 12 |
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.
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.
| 13 |
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 850,000 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 |
| 500,000 |
| 58.82% |
All Officers and Directors as a Group |
| Common |
| 500,000 |
| 58.82% |
| (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 850,000 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 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 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. Our officer and director Jamie Oei is our promoter.
| 14 |
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 Saturna Group Chartered Professional Accountants for the fiscal periods shown.
|
| June 30, 2022 |
|
| June 30, 2021 |
| ||
Audit Fees |
| $ | 5,000 |
|
| $ | 5,000 |
|
Audit Related Fees |
|
| 5,000 |
|
|
| 3,750 |
|
Tax Fees |
|
| - |
|
|
| - |
|
All Other Fees |
|
| - |
|
|
| - |
|
Total |
| $ | 10,000 |
|
| $ | 8,750 |
|
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 fillings 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.
| 15 |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES.
The following exhibits are included with this report:
(a) (1) Index to Financial Statements: |
|
| |
Report of Independent Registered Public Accounting Firm | |
Balance Sheets as of June 30, 2022 and June 30, 2021 | |
Statements of operations and comprehensive loss for the years ended June 30, 2022 and June 30, 2021 | |
Statements of Stockholders’ Equity for the years ended June 30, 2022 and June 30, 2021 | |
Statements of Cash Flows for the years ended June 30, 2022 and June 30, 2021 | |
Notes to the Financial Statements |
(a) (3) Index to Exhibits
| ||
| ||
| ||
| ||
101.INS* |
| XBRL Instance Document |
101.SCH* |
| XBRL Taxonomy Extension Schema |
101.CAL* |
| XBRL Taxonomy Extension Calculation Linkbase |
101.DEF* |
| XBRL Taxonomy Extension Definition Linkbase |
101.LAB* |
| XBRL Taxonomy Extension Label Linkbase |
101.PRE* |
| XBRL Taxonomy Extension Presentation Linkbase |
* Filed herewith
| 16 |
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 11th day of October, 2022.
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 |
| October 11, 2022 |
| 17 |
HOOPS SCOUTING USA
Financial Statements
For Years Ended June 30, 2022 and 2021
(expressed in US dollars)
| 18 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To 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, 2021, and the related statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the year then ended and related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2021, and the results of their operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph Regarding Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working capital deficit of $16,649 and an accumulated deficit of $64,699 as at June 30, 2021. During the year ended June 30, 2021, the Company had no revenues and used cash of $37,562 for operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1 to the financial statements. The 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 audits. 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 audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to fraud or error. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. As part of our audits, we are required to obtain an understanding of the Company’s internal controls over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls 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 fraud or error, 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: (i) relate to accounts or disclosures that are material to the financial statements; and (ii) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.
/s/ SATURNA GROUP CHARTERED PROFESSIONAL ACCOUNTANTS LLP
Saturna Group Chartered Professional Accountants LLP
We have served as the Company’s auditor since 2017
Vancouver, Canada
October 4, 2021
| 19 |
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 period 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.
Explanatory Paragraph Regarding Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The 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 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.
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. We determined that there were no critical audit matters.
/s/
We have served as the Company’s auditor since 2022.
October 11, 2022
Firm ID
| 20 |
HOOPS SCOUTING USA
Balance sheets
(Expressed in U.S. dollars)
|
| June 30, 2022 $ |
|
| June 30, 2021 $ |
| ||
|
|
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|
| ||
Assets |
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| ||
Current assets |
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| ||
Cash |
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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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Stockholders’ deficit |
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Common stock Authorized: |
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Additional paid-in capital |
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Share subscriptions received (Note 4) |
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Deficit |
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| ( | ) |
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| ( | ) |
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Total stockholders’ deficit |
|
| ( | ) |
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| ( | ) |
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Total liabilities and stockholders’ deficit |
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| ||
(The accompanying notes are an integral part of these financial statements)
| 21 |
HOOPS SCOUTING USA
Statements of operations
(Expressed in U.S. dollars)
|
| For the year ended June 30, 2022 |
|
| For the year ended June 30, 2021 |
| ||
|
| $ |
|
| $ |
| ||
Expenses |
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| ||
General and administrative |
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| ||
Professional fees |
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Transfer agent |
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Total expenses |
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Net loss |
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| ( | ) |
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| ( | ) |
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Loss per share, basic and diluted |
|
| ( | ) |
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| ( | ) |
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Weighted average shares outstanding |
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| ||
(The accompanying notes are an integral part of these financial statements)
| 22 |
HOOPS SCOUTING USA
Statements of stockholders’ deficit
(Expressed in U.S. dollars)
|
| Common stock |
|
| Additional |
|
| Share |
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|
| Total |
| |||||||||
|
| Number of |
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| paid-in |
|
| subscriptions |
|
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| stockholders’ |
| ||||||||
|
| shares |
|
| Amount |
|
| capital |
|
| received |
|
| Deficit |
|
| deficit |
| ||||||
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
| ||||||
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| ||||||
Balance, June 30, 2020 |
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| ( | ) |
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| ( | ) | ||||
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Share subscriptions received |
| - |
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| |
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Net loss for the year |
| - |
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| ( | ) |
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| ( | ) | ||||||
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Balance, June 30, 2021 |
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| ( | ) |
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| ( | ) | ||||
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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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Net loss for the year |
| - |
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| ( | ) |
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Balance, June 30, 2022 |
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| ( | ) |
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| ( | ) | ||||
(The accompanying notes are an integral part of these financial statements)
| 23 |
HOOPS SCOUTING USA
Statements of cash flows
(Expressed in U.S. dollars)
|
| For the year ended June 30, 2022 |
|
| For the year ended June 30, 2021 |
| ||
|
| $ |
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| $ |
| ||
Operating activities |
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| ||
Net loss |
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| ( | ) |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Prepaid expenses |
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Accounts payable and accrued liabilities |
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| ( | ) | |
Due to related parties |
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Net cash used in operating activities |
|
| ( | ) |
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Financing activities |
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Proceeds from loans payable |
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Proceeds from share subscriptions received |
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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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(The accompanying notes are an integral part of these financial statements)
| 24 |
HOOPS SCOUTING USA
Notes to the financial statements
Years ended June 30, 2022 and 2021
(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, 2022, the Company had no revenues and incurred a net loss of $
2. Significant Accounting Policies
(a) Basis of Presentation
These financial statements and related notes are prepared in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. The Company’s fiscal year-end is June 30.
(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.
(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.
| 25 |
HOOPS SCOUTING USA
Notes to the financial statements
Years ended June 30, 2022 and 2021
(Expressed in U.S. dollars)
2. Significant Accounting Policies (continued)
(d) 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.
(e) Financial Instruments and Fair Value Measures
ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, amounts due to related parties, and loans payable. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
(f) 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, 2022 and 2021.
(g) 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, 2022 and 2021, the Company had no items that affected comprehensive loss.
| 26 |
HOOPS SCOUTING USA
Notes to the financial statements
Years ended June 30, 2022 and 2021
(Expressed in U.S. dollars)
2. Significant Accounting Policies (continued)
(h) 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.
3. Related Party Transactions
As at June 30, 2022, the Company owed $
4. Common Stock
On October 15, 2021, the Company issued
5. Loans Payable
As at June 30, 2022, the Company owed $
6. Income Taxes
The Company is subject to United States federal and state income taxes at a rate of
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| For the year ended June 30, 2022 |
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| For the year ended June 30, 2021 |
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Income tax expense (benefit) at statutory rate |
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Change in valuation allowance |
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Income tax expense |
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| 27 |
HOOPS SCOUTING USA
Notes to the financial statements
Years ended June 30, 2022 and 2021
(Expressed in U.S. dollars)
6. Income Taxes (continued)
The significant components of deferred income tax assets and liabilities as at June 30, 2021 and 2020 are as follows:
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| June 30, 2022 |
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| June 30, 2021 |
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Gross deferred tax asset |
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Valuation allowance |
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| ( | ) |
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Net deferred tax asset |
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The Company has net operating losses carried forward of $
2037 |
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2038 |
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2039 |
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2040 |
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2041 |
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2042 |
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Total |
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7. Subsequent Event
The Company evaluated all events or transactions that occurred after June 30, 2022. Company determined that it does not have any subsequent event requiring recording or disclosure in the financial statements for the period ended June 30, 2022.
| 28 |
EXHIBIT 31.1
CERTIFICATIONS
I, Jamie Oei, certify that;
| (1) | I have reviewed this Annual Report on Form 10-K 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: October 11, 2022
|
| /s/ Jamie Oei |
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| By: | Jamie Oei |
|
| Title: | Chief Executive Officer and |
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| Chief Financial Officer |
|
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 Annual Report on Form 10-K of the Company, for the fiscal year ended June 30, 2022, 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: | October 11, 2022 |
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