UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] 15, ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2008
OR
[ ] 15, TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 000-27251
DALE JARRETT RACING ADVENTURE, INC.
(Exact name of registrant in its charter)
FLORIDA 59-3564984
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
120A N. Main Avenue
Newton, North Carolina 28658
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (888) 467-2231
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $.0001 par value
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange act
Yes [ ] No [x]
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 during the preceding 12 months (or such shorter period that Dale the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for at least the part 90 days.
Yes [x] No[ ]
Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained hereof, and will not be
contained, to will be contained, to the best of 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. [ ]
2
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of "large accelerated filer,"
"accelerated file" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
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 asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter. The market
value of the registrant's voting $.0001 par value common stock held by
non-affiliates of the registrant was approximately $920,145.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. The number
of shares outstanding of the registrant's only class of common stock, as
of OctoberDecember 1, 2009 was 24,995,502 shares of its $.0001 par value common
stock.
No documents are incorporated into the text by reference.
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Dale Jarrett Racing Adventure, Inc.
Form 10-K
For the Fiscal Year Ended December 31, 2008
Table of Contents
Part I
ITEM 1. BUSINESS 4
ITEM 1A. RISK FACTORS 7
ITEM 1B. UNRESOLVED STAFF COMMENTS 7
ITEM 2. PROPERTIES 7
ITEM 3. LEGAL PROCEEDINGS 7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 7
Part II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 8
ITEM 6. SELECTED FINANCIAL DATA 9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK 14
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 15
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 33
ITEM 9A. CONTROLS AND PROCEDURES 33
ITEM 9B. OTHER INFORMATION 34
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, CONTROL
PERSONS AND CORPORATE GOVERANCE; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT 35
ITEM 11. EXECUTIVE COMPENSATION 37
ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDERS MATTERS 38
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE 41
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 41
Part IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 42
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PART I
ITEM 1. BUSINESS
The registrant was formed as a C corporation and incorporated November
24, 1998. The registrant is currently not involved with any
proceedings, bankruptcy or receiverships.
The registrant is in the operational stage and offers entertainment
based oval driving schools and events. These classes are conducted at
various racetracks throughout the country.
The registrant completed its first driving classes in Rockingham, NC
July of 1999. Since July 4th, 1999, the registrant has run classes at
over forty NASCAR tracks.
The registrant currently owns fifteen (15) race cars. These race cars
are classified as stock cars and are equipped for oval or round tracks
only. They are fully loaded with brand new race engines, six (6) point
harnesses, neck and head restraints, communications, track specific
gears and complete safety cages.
The registrant has negotiated terms with over forty (40) racetracks
where, for a fee ranging from $0 to $10,000 a day, we can rent their
tracks.
On October 29, 2008, the registrant introduced its new World War II
Adventure. Participants receive a three day opportunity to relive the
experience of a B-17 aviator heading out on a bombing mission over enemy
territory for $1,941. Our debut adventure was February 27-March 1,
2009.
Products and Services. The registrant offers five(5) types of ride or
drive programs for individuals and corporations. The "Qualifier" is a
three(3) lap ride with a professional driver which lasts about five(5)
minutes, depending on the length of the track. The "Season Opener" is a
half day training class culminating in the student driving for ten(10)
laps. The "Rookie Adventure" and "Happy Hour" are also half day driving
classes with the students driving twenty(20) or thirty(30) laps
respectively. The "Advanced Stock Car Adventure" is a full day sixty
(60) lap class.
The operation is similar to that of a traveling show in that we
transport the stock cars, the mechanics, the sales staff and the
instructors from event to event.
The main purpose of each event is the thrill of actually driving the
race car.
The registrant's objective is to utilize this first "hub" of fifteen
(15) race cars on the east coast to their full potential. It is in the
registrant's plans that once this first hub becomes utilized at least
fifteen(15) days per month and is profitable, to then add another "hub"
on the West Coast. This would entail the purchase of another ten(10)
race cars and the support equipment necessary to maintain them.
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The registrant has purchased fifteen (15) stock cars at an approximate
price of $50,000 per car. Parts are approximately 10% of cost of sales
and services due to the lack of any sustained stress on the cars,
approximately $10,000 per month per site. Staffing costs are
approximately $20,000 per month at each active "hub". The registrant
owns a Miller Semi Tractor Trailer to haul the cars from track to track.
The transporting of staff to the event and their food and lodging costs
average $4000 per day.
The registrant also offers a number of add-on sale items including CDs
from its Adventure Cam located in the car (two cameras), clothing,
souvenirs and photography.
The registrant is currently developing its logos and marketing materials
and will commence the trademarking process for its name and various
products and services.
Marketing. The registrant offers its products and services at various
tracks throughout the country. The registrant employs a marketing
director. This individual is primarily responsible with closing the
prospects created through promotion. These services will be sold as
corporate outings and directly to the public through various marketing
and advertising mediums with an emphasis on radio.
Promotional and Licensing Agreements. In December 1998, the registrant
entered into promotional and licensing agreements with Dale Jarrett, Ned
Jarrett, Glenn Jarrett, Jason Jarrett and Brett Favre (individually, the
"Licensor") whereby these individuals have granted the registrant the
use of their names and likeliness in advertising, products and
promotional materials, as well as an agreed upon number of appearances
per year and an agreed upon number of radio and/or television
commercials as set out in each agreement. Ned Jarrett is the father of
Dale Jarrett and Glenn Jarrett. Dale Jarrett is the father of Jason
Jarrett.
Pursuant to these agreements, the registrant has issued an aggregate of
5,500,000 Common Shares of the registrant. The term of each agreement
is Ten (10) years unless sooner terminated by the occurrence of any of
the following:
(a) a material breach by the registrant of the agreement which breach
has not been satisfied within thirty (30) days of receipt of written
notice from the Licensor;
(b) upon receipt of written notice from the Licensor if, as a result of
(i) any act or omission of the registrant, (ii) any claim or charge
against the registrant or (iii) any other occurrence or circumstances
involving the registrant, the continued association of Licensor with the
registrant would be detrimental to the value of the Licensed Material or
to Licensor's image or reputation;
(c) the failure of the registrant to continually operate and manage the
business according to the policies, practices and standards agreed to by
the parties;
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(d) the failure of the registrant to comply with any laws and
regulations, the consequences of which are material adverse to the
registrant.
The unearned services under the contracts aggregate $25,000 at December
31, 2008, and are classified as a reduction of stockholders' equity.
Services charged to expense during the years ended December 31, 2008, and
December 31, 2007, amounted to $25,000 and $25,000, respectively. The
services were charged to expense ratably over the terms of the
contracts.
During the term of the agreements, the Licensor agreed not to directly
or indirectly (whether for compensation or otherwise), provide
promotional appearances or services to any business which competes with
the registrant's business of owning and managing driving schools.
On June 2, 2003, the registrant's board of directors approved the
exchange of all or a portion of the indebtedness to its officers and
directors and a consultant for restricted common stock at an exchange
price of $.14 per share. During 2007, the registrant converted $17,580
of debt into 125,571 shares of common stock pursuant to the exchange.
The fair value of the stock subject to the exchange price was $.41 as of
December 31, 2007, and the aggregate amount of debt subject to exchange
was $200,000 at December 31, 2007. The balance of the debt was repaid
during 2008.
Competition. The driving schools industry is currently experiencing a
limited degree of competition with regard to availability, price,
service, quality and location. There is one well-established market
leader (Richard Petty Driving Experience) that is nationally recognized
and which possess substantially greater financial, marketing personnel
and other resources than the registrant. There are also a small number
of local or regional schools. Virtual reality driving experiences are
also becoming more and more realistic and therefore a growing
competitor. It is also likely that other competitors will emerge in
the near future. There is no assurance that the registrant will compete
successfully with other established driving schools. The registrant
shall compete on the basis of availability, price, service, quality and
location. Inability to compete successfully might result in increased
costs, reduced yields and additional risks to the investors herein.
Employees. The registrant employs seven full time employees responsible
for securing the Driving Adventure locations, procurement of equipment,
racecars, and the development and implementation of the registrant's
marketing plan. Each active location has up to 25 employees including
but not limited to a mechanic, four to ten driving instructors, two
administrators, a flagman and a site manager.
Additional employees and/or independent contractors will be obtained as
required.
Seasonal Nature of Business Activities. The registrant's operations
have shown to be seasonal partly because some track locations may only
operate on certain days or certain times of the year. Primarily, this
7
is due to the weather. It is the registrant's plans to run more tracks
in the south during the winter. The registrant expects a steady
revenue stream throughout the year.
Government Regulation. The registrant does not currently need any
government approval of our services. The registrant is not aware of
any existing or probable governmental regulations on our business or
industry. The registrant is required to maintain a minimum of five
million dollars($5,000,000) of liability insurance, worker's
compensation and property and casualty insurance.
ITEM 1A. RISK FACTORS
Not applicable
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable
ITEM 2. PROPERTIES
The registrant's executive offices which consist of 1,500 square feet
are located at 120A North Main Avenue, Newton, North Carolina 28658.
The registrant's garage which consists of 7,500 square feet is located
at 144 Allred Road, Lincoln, Alabama 35096. These facilities are leased
on a month to month basis for a combined rent of $3,800 per month.
ITEM 3. LEGAL PROCEEDINGS.
The registrant is not involved in any legal proceedings at this date.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October, 28, 2008, in addition to electing new directors, the
shareholders voted to amend and restate the Articles of Incorporation
that, among other things, amended the existing Articles of Incorporation
by: (i) increased the number of authorized shares of common stock to
200,000,000 shares and authorized 5,000,000 shares of a new class of
preferred stock; (ii) classified the board of directors into three
classes, with each class elected for a staggered three-year term and
(iii) required that any shareholder action to elect or to remove
directors be effected at a duly called annual or special meeting of the
shareholders.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Item 5(a)
a) Market Information. The registrant began trading publicly on the
NASD Over the Counter Bulletin Board on June 22, 2000 under the symbol
"DJRT".
The following table sets forth the range of high and low bid quotations
for the registrant's common stock. The quotations represent inter-
dealer prices without retail markup, markdown or commission, and may not
necessarily represent actual transactions.
Quarter Ended High Bid Low Bid
3/31/06 .50 .44
6/30/06 .19 .18
9/30/06 .22 .22
12/31/06 .195 .15
3/31/07 .23 .19
6/30/07 .20 .18
9/30/07 .43 .39
12/31/07 .45 .40
3/31/08 .45 .15
6/30/08 .25 .11
9/30/08 .15 .09
12/31/08 .09 .03
b) Holders. At February 28, 2009, there were approximately 244
shareholders of the registrant.
c) Dividends. Holders of the registrant's common stock are entitled to
receive such dividends as may be declared by its board of directors. No
dividends on the registrant's common stock have ever been paid, and the
registrant does not anticipate that dividends will be paid on its common
stock in the foreseeable future.
d) Securities authorized for issuance under equity compensation plans.
A total of 4,000,000 options to purchase 4,000,000 common shares have
been authorized for issuance under equity compensation plans.
e) Performance graph. Not applicable.
f) Sale of unregistered securities. None.
Item 5(b) Use of Proceeds. Not applicable.
Item 5(c) Purchases of Equity Securities by the issuer and
affiliated purchasers.
During 2008, the registrant repurchased 855,000 shares of common stock
for cash aggregating $85,500. These shares were retired in 2009.
9
During the second and third quarters of 2009, Timothy Shannon, an officer
and director of the registrant purchased 250,000 common shares for cash
aggregating $10,000.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to a smaller reporting company.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Trends and Uncertainties. Demand for the registrant's products are
dependent on, among other things, general economic conditions which are
cyclical in nature. Inasmuch as a major portion of the registrant's
activities are the receipt of revenues from its driving school services
and products, the registrant's business operations may be adversely
affected by the registrant's competitors and prolonged recessionary
periods.
There are no known trends, events or uncertainties that have or are
reasonably likely to have a material impact on the corporation's short
term or long term liquidity. Sources of liquidity both internal and
external will come from the sale of the corporation's products as well
as the private sale of the registrant's stock. There are no material
commitments for capital expenditure at this time. There are no trends,
events or uncertainties that have had or are reasonably expected to
have a material impact on the net sales or revenues or income from
continuing operations. There are no significant elements of income or
loss that do not arise from the registrant's continuing operations.
There are no known causes for any material changes from period to
period in one or more line items of the corporation's financial
statements.
The registrant currently has classes planned through December 2009.
Capital and Source of Liquidity. The registrant currently has no
material commitments for capital expenditures. The registrant has no
plans for future capital expenditures such as additional race cars at
this time.
The registrant believes that there will be sufficient capital from
revenues to conduct operations for the next twelve(12) months.
Presently, the registrant's revenue comprises one hundred(100) percent
of the total cash necessary to conduct operations. Future revenues from
classes and events will determine the amount of additional financing
necessary to continue operations.
The board of directors has no immediate offering plans in place. The
board of directors shall determine the amount and type of financing as
the registrant's financial situation dictates.
10
For the year ended December 31, 2008, the registrant acquired plant and
equipment of $286,644 resulting in net cash used in investing activities
of $286,644.
For the year ended December 31, 2007, the registrant acquired plant and
equipment of $192,514 resulting in net cash used in investing activities
of $192,514.
The registrant continues to look for ways to decrease its cash
expenditures and still retain quality management and consultants. On
October 22, 2004, the registrant's board of directors approved the
issuance of options to certain officers and directors and a consultant
for the purchase of 3,500,000 common shares at an exercise price of $.15
per common share for a period of 5 years.
Stock Weighted-average
Options Price per Share
------- ---------------
Outstanding at
Balance at December 31, 2006 6,949,654 $0.15
Exercised (125,571) $0.14
Expired (1,895,512) $0.14
---------
Balance at December 31, 2007 4,928,571 $0.15
Expired (1,428,571) $0.14
---------
Balance at December 31, 2008 3,500,000 $0.15
=========
At December 31, 2008, the Company has the following options outstanding
all of which are exercisable:
Exercise price: $0.15; Outstanding: 3,500,000; Contractual life: 1.8
years
For the year ended December 31, 2008, the registrant reduced its
outstanding debt by repaying shareholder advances of $210,922 and long-
term debt of $28,647. For the year ended December 31, 2008, the
registrant redeemed common shares for $85,500. As a result, the
registrant had net cash used in financing activities of $325,069.
For the year ended December 31, 2007, the registrant reduced its
outstanding debt by repaying shareholder advances of $41,800, notes
payable of $40,061 and long-term debt of $22,171. For the year ended
December 31, 2007, the registrant issued common shares for cash of
$886,360. As a result, cash provided by financing activities was
$782,328.
On June 2, 2003, the registrant's board of directors approved the
exchange of all or a portion of the indebtedness to its officers and
directors and a consultant for restricted common stock at an exchange
price of $.14 per share. During 2007, the registrant converted $17,580
of debt into 125,571 shares of common stock pursuant to the exchange.
The fair value of the stock subject to the exchange price was $.41 as of
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December 31, 2007, and the aggregate amount of debt subject to exchange
was $200,000 at December 31, 2007. The balance of the debt was repaid
during 2008.
On a long term basis, liquidity is dependent on continuation of
operation and receipt of revenues.
Results of Operations.
For the year ended December 31, 2008, the registrant had sales of
$2,667,526 with cost of sales of $1,208,521 for a gross profit of
$1,459,005.
Comparatively, for the year ended December 31, 2007, the registrant had
sales of $2,738,352 with cost of sales of $958,283 for a gross profit of
$1,780,069. The increase in cost of sales resulted from the fact that
the registrant ran 66.5 event days in 2008 compared to 50 event days in
2007.
For the year ended December 31, 2008, the registrant had general and
administrative expenses of $1,758,028. The percentage of general and
administrative expenses to revenues for the year ended December 31, 2008
increased to 66% from 59% for the year ended December, 2007 in spite of
management's ongoing effort to maintain and/or reduce these types of
expenses.
For the year ended December 31, 2007, the registrant had general and
administrative expenses of $1,615,660 and non-cash stock compensation of
$1,104,400. The percentage of general and administrative expenses to
revenues for the year ended December 31, 2007 increased to 59% from 54%
for the year ended December, 2006 in spite of management's ongoing
effort to maintain and/or reduce these types of expenses. The increase
in general and administrative expenses was due to an increase in
advertising costs along with the hiring of additional sales staff.
The non-cash stock compensation consisted of 2,510,000 shares of common
stock issued for services valued at $1,014,400. The value assigned to the
shares issued was based upon the trading value of the registrant's common
stock at the date the shares were authorized by the registrant's board of
directors.
Plan of Operation. The registrant may experience problems; delays,
expenses and difficulties sometimes encountered by an enterprise in the
registrant's stage, many of which are beyond the registrant's control.
These include, but are not limited to, unanticipated problems relating
to additional costs and expenses that may exceed current estimates and
competition.
The registrant is not delinquent in any of its obligations even though
the registrant has generated limited operating revenues. The registrant
intends to market its products and services utilizing cash made
available from the private sale of its securities and operations. The
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registrant's management is of the opinion that the proceeds of the sales
of its securities and future revenues will be sufficient to pay its
expenses for the next twelve months.12
Our auditors have expressed reservations concerning our ability to
continue as a going concern. The registrant has incurred significant
losses from operations. This factor raises substantial doubt about our
ability to continue as a going concern.
Our ability to continue as a going concern is contingent upon our ability
to increase revenues, increase ownership equity and attain profitable
operations. In addition, the registrant's ability to continue as a going
concern must be considered in light of the problems, expenses and
complications frequently encountered by entrance into established markets
and the competitive environment in which the registrant operates.
The registrant is not currently pursuing financing for its operations.
The registrant is seeking to expand its revenue base. Failure to expand
its revenue base may result in the registrant depleting its available
funds and not being able pay its obligations.
Critical Accounting Policies
Revenue Recognition
In general, the registrant records revenue when persuasive evidence
of an arrangement exists, services have been rendered or product
delivery has occurred, the sales price to the customer is fixed or
determinable, and collectability is reasonably assured. The
following policies reflect specific criteria for the various
revenues streams of the registrant:
Revenue is recognized at the time the product is delivered or the
service is performed. Provision for sales returns will be estimated
based on the registrant's historical return experience, however
sales returns have not been significant due to the nature of the
services provided by the registrant.
Deferred revenue is recorded for amounts received in advance of the
time at which services are performed and included in revenue at the
completion of the related services. Deferred revenue aggregated
$946,469 and $832,166 at December 31, 2008 and 2007.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost and are depreciated
based upon estimated useful lives using the straight-line method.
Estimated useful lives range from 3 to 5 years for furniture and fixtures
and from 5 to 10 years for equipment.
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Recent Pronouncements
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities, including an amendment of
FASB Statement No. 115" ("SFAS 159"). SFAS 159 permits companies to
choose to measure many financial instruments and certain other items at
fair value that are not currently required to be measured at fair value
and establishes presentation and disclosure requirements designed to13
facilitate comparisons between companies that choose different
measurement attributes for similar types of assets and liabilities. The
provisions of SFAS 159 will become effective as of the beginning of our
2009 fiscal year. The adoption of these new Statements is not expected
to have a material effect on the registrant's financial position, results
of operations, or cash flows.
In December 2007, the FASB issued SFAS No. 141 (R) "Business
Combinations". SFAS 141R establishes principles and requirements for how
the acquirer of a business recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and
any noncontrolling interest in the acquiree. SFAS 141R also provides
guidance for recognizing and measuring the goodwill acquired in the
business combination and determines what information to disclose to
enable users of the financial statements to evaluate the nature and
financial effects of the business combination. The guidance will become
effective as of the beginning of the registrant's fiscal year beginning
after December 15, 2008. Management believes the adoption of this
pronouncement will not have a material impact on the registrant's
financial statements.
In December 2007, the FASB issued SFAS No. 160 "Noncontrolling Interests
in Consolidated Financial Statements-an amendment of ARB No. 51". SFAS
160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary.
The guidance will become effective as of the beginning of the
registrant's fiscal year beginning after December 15, 2008. Management
believes the adoption of this pronouncement will not have a material
impact on the registrant's financial statements.
In February 2008, FASB Staff Position (FSP) No. 157-2, "Effective Date of
FASB Statement No. 157" was issued. FSP No. 157-2 defers the effective
date of SFAS No. 157 to fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years, or all non-financial
assets and liabilities, except those that are recognized or disclosed at
fair value in the financial statements on a recurring basis (at least
annually). Examples of items within the scope of FSP No. 157-2 are non-
financial assets and non-financial liabilities initially measured at fair
value in a business combination (but not measured at fair value in
subsequent periods), and long-lived assets, such as property, plant and
equipment and intangible assets measured at fair value for an impairment
assessment under SFAS No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets." The partial adoption of SFAS 157 on February 1,
2008, with respect to financial assets and financial liabilities
recognized or disclosed at fair value in the financial statements on a
recurring basis, has not had a material effect on the registrant's
14
consolidated financial statements. The registrant is currently assessing
the impact, if any, of SFAS No. 157 relating to its planned February 1,
2009, adoption of the remainder of the standard.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about
Derivative Instruments and Hedging Activities-an Amendment of FASB
Statement No. 133", which became effective on November 15, 2008. This
standard changed the disclosure requirements for derivative instruments14
and hedging activities. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments,
(b) how derivative instruments and related hedged items are accounted for
under SFAS 133 and its related interpretations, and (c) how derivative
instruments and related hedging items affect an entity's financial
position, financial performance, and cash flows. The adaptation of this
standard had no material impact on the registrant's financial statements.
In April 2008, the FASB issued FASB Staff Position (FSP) FSP 142-3,
"Determination of the Useful Life of Intangible Assets." This FSP amends
the factors that should be considered in developing renewal or extension
assumptions used to determine the useful life of a recognized intangible
asset under FASB Statement No. 142, "Goodwill and Other Intangible
Assets." The intent of this FSP if to improve the consistency between
the useful life of a recognized intangible asset under Statement 142 and
the period of expected cash flows to measure the fair value of the asset
under FASB Statement No. 141 (Revised 2007), "Business Combinations," and
other U.S. generally accepted accounting principles (GAAP). This FSP is
effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal years.
Early adoption is prohibited. The registrant does not expect the
adoption of FAS 142-3 to have a material effect on its results of
operations and financial condition.
In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1
"Accounting for Convertible Debt Instruments That May Be Settled in Cash
upon Conversion (Including Partial Cash Settlement)". FSP APB 14-1
requires the issuer of certain convertible debt instruments that may be
settled in cash (or other assets) on conversion to separately account for
the liability (debt) and equity (conversion option) components of the
instrument in a manner that reflects the issuer's non-convertible debt
borrowing rate. FSP APB 14-1 is effective for fiscal years beginning
after December 15, 2008, on a retroactive basis and will be adopted by
the registrant in the first quarter of fiscal 2009. The registrant does
not expect the adoption of FSP APB 14-1 to have a material effect on its
results of operations and financial condition.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally
Accepted Accounting Principles," which becomes effective upon approval by
the SEC. The standard sets forth the sources of accounting principles and
provides entities with a framework for selecting the principles used in
the preparation of financial statements that are presented in conformity
with GAAP. It is not expected to change any of our current accounting
principles or practices and therefore, is not expected to have a material
impact on our financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Dale Jarrett Racing Adventure, Inc.
Index to the Financial Statements
Report of Independent Registered Public Accounting Firm 16
Financial Statements of Dale Jarrett Racing Adventure, Inc.:
Balance Sheets as of December 31, 2008 and 2007 17
Statements of Operations For the Years
Ended December 31, 2008 and 2007 18
Statements of Stockholders' Equity (Deficit) For
the Years Ended December 31, 2008 and 2007 19
Statements of Cash Flows For the Years Ended
December 31, 2008 and 2007 21
Notes to Financial Statements 23
16
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Dale Jarrett Racing Adventure, Inc.
We have audited the accompanying balance sheets of Dale Jarrett
Racing Adventure, Inc. as of December 31, 2008 and 2007, and the
related statements of operations, stockholders' equity, and cash
flows for the years ended December 31, 2008 and 2007. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States of
America). Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, 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. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Dale
Jarrett Racing Adventure, Inc. as of December 31, 2008 and 2007,
and the results of its operations, and its cash flows for the years
ended December 31, 2008 and 2007, in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 2 to the financial statements, the Company has incurred
significant losses from operations and has working capital and
stockholder deficiencies. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plans in regard to this matter are also discussed in
Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Stark Winter Schenkein & Co., LLP
Denver, Colorado
March 20, 2009
17
Dale Jarrett Racing Adventure, Inc.
Balance Sheets
December 31, 2008
2008 2007
---- ----
ASSETS
------
Current assets:
Cash $ 522,695 $1,323,215
Accounts receivable 41,725 43,594
Note receivable 10,000 -
Inventory 5,522 7,510
Prepaid expenses and other current assets 140,883 153,417
---------- ----------
Total current assets 720,825 1,527,736
---------- ----------
Property and equipment, at cost, net of
accumulated depreciation of $628,355 and
$792,282 604,295 393,531
---------- ----------
Other assets 6,684 -
$1,331,804 $1,921,267
========== ==========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
---------------------------------------
Current liabilities:
Current portion of long-term debt $ 28,634 $ 19,027
Accounts payable 198,121 30,512
Accrued expenses 15,337 253,433
Accrued salaries - officers - 100,000
Deferred revenue 946,469 832,166
Shareholder advances - 205,610
---------- ----------
Total current liabilities 1,188,561 1,440,748
---------- ----------
Long-term debt 71,827 42,562
---------- ----------
Stockholders' equity:
Preferred stock, $.0001 par value,
5,000,000 shares authorized, - -
Common stock, $.0001 par value,
200,000,000 shares authorized, 24,995,502
shares issue and outstanding 24,995 24,995
Additional paid-in capital 6,095,936 6,181,436
Unearned services - (25,000)
Accumulated (deficit) (6,049,515) (5,743,474)
---------- ----------
71,416 437,957
---------- ----------
$1,331,804 $1,921,267
========== ==========
See accompanying notes to financial statements.
18
Dale Jarrett Racing Adventure, Inc.
Statements of Operations
For The Years Ended December 31, 2008 and 2007
2008 2007
---------- -----------
Sales $2,667,526 $2,738,352
Cost of sales and services 1,208,521 958,283
---------- ----------
Gross profit 1,459,005 1,780,069
---------- ----------
General and administrative -
Non cash stock compensation - 1,104,400
General and administrative expenses 1,758,028 1,615,660
---------- ----------
1,758,028 2,720,060
---------- ----------
Income (loss) from operations (299,023) (939,991)
Other income and (expense):
Interest income 19,601 10,627
Other income - 5,344
Loss on disposal of assets (15,225) -
Interest expense - shareholders (5,312) (13,560)
Interest expense (6,082) (3,865)
---------- ----------
Income (loss) before taxes (306,041) (941,445)
Income taxes - -
---------- ----------
Net income (loss) $ (306,041) $ (941,445)
========== ==========
Per share information basic and diluted:
Income (loss) per share $ (0.01) $ (0.05)
========== ==========
Weighted average shares outstanding 24,995,502 20,743,038
========== ==========
See accompanying notes to financial statements.
19
Dale Jarrett Racing Adventure, Inc.
Statement of Stockholders' Equity
For the Years Ended December 31, 2008 and December 31, 2007
Additional
Common Stock Paid-in
ACTIVITY Shares Amount Capital
---------- ---------- ----------
Balance December 31, 2006 19,237,931 19,238 4,178,853
Shares issued for services 2,510,000 2,510 1,101,890
Shares purchased for cash 3,122,000 3,122 883,238
Shares exchanged for debt 125,571 125 17,455
Amortization of unearned services - - -
Net (loss) for the year ended
December 31, 2007 - - -
---------- ---------- ----------
Balance December 31, 2007 24,995,502 $ 24,995 $6,181,436
Shares redeemed for cash - - (85,500)
Amortization of unearned services - - -
Net (loss) for the year ended
December 31, 2008 - - -
Balance December 31, 2008 24,995,502 $ 24,995 $6,095,936
========== ========== ==========
20
Dale Jarrett Racing Adventure, Inc.
(CONTINUED) Statement of Stockholders' (Deficit)
For the Years Ended December 31, 2008 and December 31, 2007
Unearned Accumulated
ACTIVITY Services (Deficit) Total
---------- ---------- ----------
Balance December 31, 2006 $ (50,000) $(4,802,029) $ (653,938)
========== =========== ==========
Shares issued for services - - 1,104,400
Shares purchased for cash - - 886,360
Shares exchanged for debt - - 17,580
Amortization of unearned services 25,000 - 25,000
Net (loss) for the year ended
December 31, 2007 - (941,445) (941,445)
---------- ----------- ----------
Balance December 31, 2007 $ (25,000) $(5,743,474) $ 437,957
Shares redeemed for cash - - (85,500)
Amortization of unearned services 25,000 - 25,000
Net (loss) for the year ended
December 31, 2008 - (306,041) (306,041)
---------- ----------- ----------
Balance December 31, 2008 $ - $(6,049,515) $ 71,416
========== =========== ==========
See accompanying notes to financial statements.
21
Dale Jarrett Racing Adventure, Inc.
Statements of Cash Flows
For The Years Ended December 31, 2008 and December 31, 2007
2008 2007
---------- ----------
Net income (loss) $ (306,041) $ (941,445)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 146,490 101,847
Common stock issued for services - 1,104,400
Loss on disposal of assets 15,225 -
Interest added to officer loans 5,312 13,560
Changes in assets and liabilities:
(Increase) decrease in accounts receivable 1,869 (43,594)
(Increase) decrease in inventory 1,988 (6,508)
(Increase) decrease in prepaid expenses
and other current assets 12,534 46,094
(increase) decrease in note receivable (10,000) -
Increase (decrease) in deferred revenue 114,302 (34,866)
Increase (decrease) in accrued salaries -
officers (100,000) (37,285)
Increase in accounts payable and accrued
expenses (70,486) 155,925
---------- ---------
Total adjustments 117,234 1,299,573
---------- ----------
Net cash provided by (used in) operating
activities (188,807) 358,128
---------- ---------
Cash flows from investing activities:
Acquisition of plant and equipment (286,644) (192,514)
---------- ---------
Net cash (used in) investing activities (286,644) (192,514)
---------- ---------
Cash flows from financing activities:
Repayment of shareholder advance (210,922) (41,800)
Shares issued for cash - 886,360
Shares redeemed for cash (85,500) -
Repayment of notes payable - (40,061)
Repayment of long-term debt (28,647) (22,171)
---------- ---------
Net cash provided by (used in) financing
activities (325,069) 782,328
---------- ---------
Increase (decrease) in cash and cash
equivalents (800,520) 947,942
Cash and cash equivalents, beginning 1,323,215 375,273
---------- ----------
Cash and cash equivalents, ending $ 522,695 $1,323,215
========== ==========
22
Dale Jarrett Racing Adventure, Inc.
(CONTINUED) Statements of Cash Flows
For The Years Ended December 31, 2008 and December 31, 2007
2008 2007
---------- ----------
Supplemental cash flow information:
Cash paid for interest $ 3,865 $ 3,865
========== =========
Cash paid for income taxes $ - $ -
========== =========
Non-cash Investing and Financing Activities:
Common stock issued for retirement of debt $ - $ 17,580
Vehicles acquired for notes payable $ 67,519 $ 49,172
========== ==========
See accompanying notes to financial statements.
23
Dale Jarrett Racing Adventure, Inc.
Notes to Financial Statements
December 31, 2008
Note 1. Organization and Significant Accounting Policies.
The Company was incorporated in Florida on November 24, 1998. The
Company offers the "NASCAR" driving experience to the public. The
Company owns several 'NASCAR" type automobiles and has secured
several racetrack locations at which it offers these services at
various dates during the year.
Reclassifications
Certain amounts in the prior year's financial statements have been
reclassified to conform to the current year presentation.
Revenue Recognition
In general, the Company records revenue when persuasive evidence of
an arrangement exists, services have been rendered or product
delivery has occurred, the sales price to the customer is fixed or
determinable, and collectability is reasonably assured. The
following policies reflect specific criteria for the various
revenues streams of the Company:
Revenue is recognized at the time the product is delivered or the
service is performed. Provision for sales returns will be estimated
based on the Company's historical return experience, however sales
returns have not been significant due to the nature of the services
provided by the Company.
Deferred revenue is recorded for amounts received in advance of the
time at which services are performed and included in revenue at the
completion of the related services. Deferred revenue aggregated
$946,469 and $832,166 at December 31, 2008 and 2007.
Cash
For purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with a maturity of
three months or less to be cash equivalents.
Accounts Receivable
Accounts receivable are stated at estimated net realizable value.
Accounts receivable are comprised of balances due from customers
net of estimated allowances for uncollectible accounts. In
determining collectability, historical trends are evaluated and
specific customer issues are reviewed to arrive at appropriate
allowances. There were no allowances at December 31, 2008 or 2007.
24
Inventory
Inventory is valued at the lower of cost or market on a first-in
first-out basis and consists primarily of finished goods and
includes primarily promotional items that bear the Company's logo.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost and are
depreciated based upon estimated useful lives using the
straight-line method. Estimated useful lives range from 3 to 5
years for furniture and fixtures and from 5 to 10 years for
equipment.
Intangible Assets and Long Lived Assets
The Company makes reviews for the impairment of long-lived assets
and certain identifiable intangibles whenever events or changes in
circumstances indicate that the carrying amount of an asset may not
be recoverable. An impairment loss would be recognized when
estimated future cash flows expected to result from the use of the
asset and its eventual disposition is less than its carrying
amount. No such impairment losses have been identified by the
Company for the years ended December 31, 2008 and 2007.
Estimates
The preparation of the Company's financial statements requires
management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying
notes. Actual results could differ from these estimates.
Advertising costs
Advertising costs are charged to operations when the advertising
first takes place. Advertising costs charged to operations were
$564,609 and $457,401 for the years ended December 31, 2008 and
2007.
Fair value of financial instruments
The Company's short-term financial instruments consist of cash,
accounts and notes receivable, accounts payable and accrued
expenses and notes payable. The carrying amounts of these
financial instruments approximates fair value because of their
short-term maturities. Financial instrument that potentially
subjects the Company to a concentration of credit risk consists
principally of cash. During the year the Company maintained cash
deposits at financial institutions in excess of the $100,000 limit
covered by the Federal Deposit Insurance Corporation. The Company
does not hold or issue financial instruments for trading purposes
nor does it hold or issue interest rate or leveraged derivative
financial instruments.
25
The carrying value of the Company's long-term debt approximated its
fair value based on the current market conditions for similar debt
instruments.
Segment Information
The Company follows Statement of Financial Accounting Standard
("SFAS") 131, Disclosures about Segments of an Enterprise and
Related Information." Certain information is disclosed, per SFAS
No. 131, based on the way management organizes financial
information for making operating decisions and assessing
performance. The Company currently operates in a single segment
and will evaluate additional segment disclosure requirements as it
expands its operations.
Income Taxes
The Company follows SFAS 109 "Accounting for Income Taxes" for
recording the provision for income taxes. Deferred tax assets and
liabilities are computed based upon the difference between the
financial statement and income tax basis of assets and liabilities
using the enacted marginal tax rate applicable when the related
asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the
asset or liability each period. If available evidence suggests
that it is more likely than not that some portion or all of the
deferred tax assets will not be realized, a valuation allowance is
required to reduce the deferred tax assets to the amount that is
more likely than not to be realized. Future changes in such
valuation allowance are included in the provision for deferred
income taxes in the period of change.
Beginning January 1, 2007, we adopted FASB Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes - an interpretation of
FASB Statement No. 109" ("FIN 48"). The Interpretation prescribes
a recognition threshold and a measurement attribute for the
financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be
sustained upon examination by taxing authorities. The amount
recognized is measured as the largest amount of benefit that is
greater than 50 percent likely of being realized upon ultimate
settlement.
Stock-Based Compensation
The Company records stock based compensation in accordance with
SFAS 123 (revised 2004) "Share-Based Payment". This Statement
requires that the cost resulting from all share-based transactions
be recorded in the financial statements. The Statement establishes
fair value as the measurement objective in accounting for share-
based payment arrangements and requires all entities to apply a
fair-value-based measurement in accounting for share-based payment
transactions with employees. The Statement also establishes fair
26
value as the measurement objective for transactions in which an
entity acquires goods or services from non-employees in share-based
payment transactions.
Net Income (Loss) Per Common Share
The Company calculates net income (loss) per share as required by
SFAS 128, "Earnings per Share." Basic earnings (loss) per share is
calculated by dividing net income (loss) by the weighted average
number of common shares outstanding for the period. Diluted
earnings (loss) per share is calculated by dividing net income
(loss) by the weighted average number of common shares and dilutive
common stock equivalents outstanding. During periods in which the
Company incurs losses common stock equivalents, if any, are not
considered, as their effect would be anti-dilutive or have no
effect on earnings per share.
Recent Pronouncements
In February 2007, the FASB issued SFAS No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities, including an
amendment of FASB Statement No. 115" ("SFAS 159"). SFAS 159
permits companies to choose to measure many financial instruments
and certain other items at fair value that are not currently
required to be measured at fair value and establishes presentation
and disclosure requirements designed to facilitate comparisons
between companies that choose different measurement attributes for
similar types of assets and liabilities. The provisions of SFAS 159
will become effective as of the beginning of our 2009 fiscal year.
The adoption of these new Statements is not expected to have a
material effect on the Company's financial position, results of
operations, or cash flows.
In December 2007, the FASB issued SFAS No. 141 (R) "Business
Combinations". SFAS 141R establishes principles and requirements
for how the acquirer of a business recognizes and measures in its
financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the
acquiree. SFAS 141R also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and
determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects
of the business combination. The guidance will become effective as
of the beginning of the Company's fiscal year beginning after
December 15, 2008. Management believes the adoption of this
pronouncement will not have a material impact on the Company's
financial statements.
In December 2007, the FASB issued SFAS No. 160 "Noncontrolling
Interests in Consolidated Financial Statements-an amendment of ARB
No. 51". SFAS 160 establishes accounting and reporting standards
for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. The guidance will become effective
as of the beginning of the Company's fiscal year beginning after
27
December 15, 2008. Management believes the adoption of this
pronouncement will not have a material impact on the Company's
financial statements.
In February 2008, FASB Staff Position (FSP) No. 157-2, "Effective
Date of FASB Statement No. 157" was issued. FSP No. 157-2 defers
the effective date of SFAS No. 157 to fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years,
or all non-financial assets and liabilities, except those that are
recognized or disclosed at fair value in the financial statements
on a recurring basis (at least annually). Examples of items within
the scope of FSP No. 157-2 are non-financial assets and non-
financial liabilities initially measured at fair value in a
business combination (but not measured at fair value in subsequent
periods), and long-lived assets, such as property, plant and
equipment and intangible assets measured at fair value for an
impairment assessment under SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." The partial adoption
of SFAS 157 on February 1, 2008, with respect to financial assets
and financial liabilities recognized or disclosed at fair value in
the financial statements on a recurring basis, has not had a
material effect on the Company's consolidated financial statements.
The Company is currently assessing the impact, if any, of SFAS No.
157 relating to its planned February 1, 2009, adoption of the
remainder of the standard.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about
Derivative Instruments and Hedging Activities-an Amendment of FASB
Statement No. 133", which became effective on November 15, 2008.
This standard changed the disclosure requirements for derivative
instruments and hedging activities. Entities are required to
provide enhanced disclosures about (a) how and why an entity uses
derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under SFAS 133 and its related
interpretations, and (c) how derivative instruments and related
hedging
28
items affect an entity's financial position, financial performance,
and cash flows. The adaptation of this standard had no material
impact on the Company's financial statements.
In April 2008, the FASB issued FASB Staff Position (FSP) FSP 142-3,
"Determination of the Useful Life of Intangible Assets." This FSP
amends the factors that should be considered in developing renewal
or extension assumptions used to determine the useful life of a
recognized intangible asset under FASB Statement No. 142, "Goodwill
and Other Intangible Assets." The intent of this FSP if to improve
the consistency between the useful life of a recognized intangible
asset under Statement 142 and the period of expected cash flows to
measure the fair value of the asset under FASB Statement No. 141
(Revised 2007), "Business Combinations," and other U.S. generally
accepted accounting principles (GAAP). This FSP is effective for
financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years.
Early adoption is prohibited. The Company does not expect the
adoption of FAS 142-3 to have a material effect on its results of
operations and financial condition.
In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1
"Accounting for Convertible Debt Instruments That May Be Settled in
Cash upon Conversion (Including Partial Cash Settlement)". FSP APB
14-1 requires the issuer of certain convertible debt instruments
that may be settled in cash (or other assets) on conversion to
separately account for the liability (debt) and equity (conversion
option) components of the instrument in a manner that reflects the
issuer's non-convertible debt borrowing rate. FSP APB 14-1 is
effective for fiscal years beginning after December 15, 2008, on a
retroactive basis and will be adopted by the Company in the first
quarter of fiscal 2009. The Company does not expect the adoption
of FSP APB 14-1 to have a material effect on its results of
operations and financial condition.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of
Generally Accepted Accounting Principles," which becomes effective
upon approval by the SEC. The standard sets forth the sources of
accounting principles and provides entities with a framework for
selecting the principles used in the preparation of financial
statements that are presented in conformity with GAAP. It is not
expected to change any of our current accounting principles or
practices and therefore, is not expected to have a material impact
on our financial statements.
Note 2. Basis of Reporting
The Company's financial statements are presented on a going concern
basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business.
The Company has experienced a significant loss from operations as a
result of its investment necessary to achieve its operating plan,
which is long-range in nature. For the years ended December 31,
29
2008 and 2007, the Company incurred net losses of $306,041 and
$941,445. In addition, the Company has negative working capital of
$467,736 at December 31, 2008.
The Company's ability to continue as a going concern is contingent
upon its ability to secure additional financing, increase ownership
equity and continue profitable operations. In addition, the
Company's ability to continue as a going concern must be considered
in light of the problems, expenses and complications frequently
encountered by entrance into established markets and the
competitive environment in which the Company operates.
The Company is pursuing financing for its operations and seeking
additional private investments. In addition, the Company is
seeking to expand its revenue base. Failure to secure such
financing or to raise additional equity capital and to expand its
revenue base may result in the Company depleting its available
funds and not being able pay its obligations.
The financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the
Company to continue as a going concern.
Note 3. Property, Plant and Equipment.
Property, plant and equipment consists of the following at December
31, 2008 and 2007:
2008 2007
---- ----
Office furniture and equipment $ 54,593 $ 60,026
Software 26,398 -
Shop and track equipment 202,973 198,189
Race vehicles 569,359 606,284
Vehicles - other 379,327 _ 321,314
---------- ---------
1,232,650 1,185,813
Less accumulated depreciation (628,355) (792,282)
---------- ----------
$ 604,295 $ 393,531
========== ==========
Depreciation charged to operations was $121,490 and $76,847 for the
years ended December 31, 2008, and 2007.
Note 4. Stockholders' Equity
During the periods covered by these financial statements the
Company issued shares of common stock and subordinated debentures
without registration under the Securities Act of 1933. Although
the Company believes that the sales did not involve a public
offering of its securities and that the Company did comply with the
30
"safe harbor" exemptions from registration, if such exemptions were
found not to apply, this could have a material impact on the
Company's financial position and results of operations.
During October 2008, the Company amended its Articles of
Incorporation to authorize 5,000,000 shares of $.0001 par value
preferred stock and 200,000,000 shares of $.0001 par value common
stock. The par value of the Company's outstanding common stock has
been adjusted to reflect the change in par value.
During December 1998, the Company negotiated personal service
contracts with certain members of the Jarrett family and Brett
Favre. The Jarretts and Favre have had a prior business
relationship related to automobile racing. The contracts require
the individuals to provide personal appearances and to participate
in the advertising and promotional efforts of the Company for a
period of ten years. The Company issued an aggregate of 5,500,000
shares in connection with the personal service contracts.
Services charged to expense during the years ended December 31,
2008, and 2007, amounted to $25,000 and $25,000.
On June 2, 2003, the Company's Board of Directors approved the
exchange of all or a portion of the indebtedness to its officers
and directors and a consultant for restricted common stock at an
exchange price of $.14 per share. During 2007 the Company
converted $17,580 of debt into 125,571 shares of common stock
pursuant to the exchange. The fair value of the stock subject to
the exchange price was $.41 as of December 31, 2007, and the
aggregate amount of debt subject to exchange was $200,000 at
December 31, 2007. The balance of the debt was repaid during 2008.
The following table summarizes the stock option activity:
Stock Weighted-average
Options Price per Share
------- ---------------
Outstanding at
Balance at December 31, 2006 6,949,654 $0.15
Exercised (125,571) $0.14
Expired (1,895,512) $0.14
---------
Balance at December 31, 2007 4,928,571 $0.15
Expired (1,428,571) $0.14
---------
Balance at December 31, 2008 3,500,000 $0.15
=========
At December 31, 2008, the Company has the following options
outstanding all of which are exercisable:
Exercise price: $0.15; Outstanding: 3,500,000; Contractual life:
1.8 years
31
During the year ended December 31, 2007, the Company issued
2,510,000 shares of common stock for services valued at $1,014,400.
The value assigned to the shares issued was based upon the trading
value of the Company's common stock at the date the shares were
authorized by the Company's Board of Directors.
During the year ended December 31, 2007, the Company issued
2,122,000 shares of common stock for cash aggregating $806,360
pursuant to a private placement. In addition to receiving common
shares the investors received 1,061,000 warrants to purchase one
share of common stock at a price of $.55 for a period of two years.
The Company also issued 1,000,000 shares of common stock for cash
of $80,000 pursuant to a consulting agreement at a discount from
market of $90,000 which has been charged to operations during the
year.
During 2008, the Company repurchased 855,000 shares of common stock
for cash aggregating $85,500. These shares were retired in 2009.
Note 5. Income Taxes.
Deferred income taxes may arise from temporary differences
resulting from income and expense items reported for financial
accounting and tax purposes in different periods. Deferred taxes
are classified as current or non-current, depending on the
classifications of the assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not
related to an asset or liability are classified as current or non-
current depending on the periods in which the temporary differences
are expected to reverse. The Company had no significant deferred
tax items arise during any of the periods presented.
The Company has not provided for income taxes during any period
presented as a result of operating losses. The Company has a net
operating loss carryforward at December 31, 2008 of approximately
$4,300,000 that will expire through 2028. The principal difference
between the loss for financial reporting purposes and the loss for
tax purposes results from stock based compensation. The Company
has fully reserved the deferred tax asset that would arise from the
loss carryforward since the Company believes that it is more likely
than not that future income from operations will not be available
to utilize the deferred tax asset. The approximate deferred tax
asset and the related reserve are as follows:
Deferred tax asset
Tax benefit of net operating loss $ 1,400,000
Less valuation allowance (1,400,000)
-----------
Net deferred tax asset $ -
===========
The increase in the reserve was approximately $100,000 during 2008.
32
Note 6. Notes Payable and Long-term Debt
The Company had two vehicle purchase contracts outstanding at
December 31, 2007, totaling $61,589. The loans are due in monthly
installments of $1,557 including interest at 0.0% to 5% through
July 2012. Two support vehicles collateralize the loans.
During 2008 the Company acquired two additional vehicles pursuant
to purchase contracts with notes aggregating $67,519. At December
31, 2008, the Company has four vehicle purchase contracts
outstanding totaling $100,461. The loans are due in monthly
installments of $3,113 including interest at 0.0% to 7.5% through
March 2013. Four support vehicles collateralize the loans.
Principal repayments are due as follows: $27,036 in 2009, $24,326
in 2010, $25,142 in 2011, $21,547 in 2012, and $2,410 in 2013.
Note 7. Commitments and contingencies
Operating leases
The Company leases its office and garage facilities on a month to
month or short term basis.
Rent expense amounted to $38,765 and $35,465 for the years ended
December 31, 2008 and 2007.
During November 2008 the Company entered into an employment agreement
with an officer for a period of five years at a salary of $110,000 per
year.
Note 8. Related Party Transactions
The Company made $210,922 and $41,800 of cash repayments of
shareholder advances during the years ended December 31, 2008 and
2007, and also paid $100,000 of accrued salary due to an officer in
2008. The aggregate balance of all advances amounted to $0 and
$205,610 including accrued interest at December 31, 2008 and 2007.
The advances bear interest at 6% per annum. Interest recorded was
$5,312 and $13,560 for the years ended December 31, 2008 and 2007.
33
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures:
We maintain disclosure controls and procedures, as defined in Rules 13a-
15(e) and 15d-15(e) under the Exchange Act that are designed to insure
that information required to be disclosed in the reports we file or
submit under the Exchange Act is recorded, processed, summarized and
reported within the periods specified in the Securities and Exchange
Commission's rules and forms and that such information is accumulated
and communicated to our management, including our Chief Executive
Officer (CEO) and Chief Financial Officer (CFO), or the persons
performing similar functions, to allow timely decisions regarding
required disclosure.
Under the supervision and with the participation of our CEO and CFO, or
the persons performing similar functions, our management has evaluated
the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this annual report. Based on that
evaluation, our CEO and CFO, or the persons performing similar
functions, concluded that our disclosure controls and procedures were
effective as of December 31, 2008.
Management's Annual Report on Internal Control over Financial Reporting:
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Our internal control over
financial reporting is the process designed by and under the supervision
of our CEO and CFO, or the persons performing similar functions, to
provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of our financial statements for external
reporting in accordance with accounting principles generally accepted in
the United States of America. Management has evaluated the
effectiveness of our internal control over financial reporting using the
criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control over Financial Reporting
- - Guidance for Smaller Public Companies.
Under the supervision and with the participation of our CEO and CFO, or
the persons performing similar functions, our management has assessed
the effectiveness of our internal control over financial reporting as of
December 31, 2008, and concluded that it is effective.
This annual report does not include an attestation report of the
registrant's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the registrant's registered public accounting firm
34
pursuant to temporary rules of the Securities and Exchange Commission
that permit the registrant to provide only management's report in this
annual report.
Evaluation of Changes in Internal Control over Financial Reporting:
Under the supervision and with the participation of our CEO and CFO, or
those persons performing similar functions, our management has evaluated
changes in our internal controls over financial reporting that occurred
during the fourth quarter of 2008. Based on that evaluation, our CEO
and CFO, or those persons performing similar functions, did not identify
any change in our internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Important Considerations:
The effectiveness of our disclosure controls and procedures and our
internal control over financial reporting is subject to various inherent
limitations, including cost limitations, judgments used in decision
making, assumptions about the likelihood of future events, the soundness
of our systems, the possibility of human error, and the risk of fraud.
Moreover, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate
because of changes in conditions and the risk that the degree of
compliance with policies or procedures may deteriorate over time.
Because of these limitations, there can be no assurance that any system
of disclosure controls and procedures or internal control over financial
reporting will be successful in preventing all errors or fraud or in
making all material information known in a timely manner to the
appropriate levels of management.
ITEM 9B. OTHER INFORMATION
None
35
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Board of Directors. The following persons listed below have been
retained to provide services as director until the qualification and
election of his successor. All holders of common stock will have the
right to vote for directors of the registrant. The board of directors
has primary responsibility for adopting and reviewing implementation of
the business plan of the registrant, supervising the development
business plan, review of the officers' performance of specific business
functions. The board is responsible for monitoring management and from
time to time, to revise the strategic and operational plans of the
registrant. Directors receive no cash compensation or fees for their
services rendered in such capacity.
Mr. Shannon is a full time employee of the registrant.
The Executive Officers and Directors are:
Name Position Term(s) of Office
Timothy B. Shannon, age 47 President, Director Inception to Present
Chief Executive Officer
June 13, 2002
to September 1, 2004
Chief Financial Officer June 1, 2005 to present
Glenn Jarrett, age 57 Vice President Inception to Present
Director
Kenneth J. Scott, age 54 Director January 26, 2007
to present
Resumes:
Timothy B. Shannon. Mr. Shannon has been President, Director and
Chief Executive Officer of the registrant since its inception in 1998.
Mr. Shannon became Chief Financial Officer in June 2005. Mr. Shannon
spent six years as a systems engineer and marketing representative with
IBM after graduating in 1983 from the University of South Florida's
Engineering College with a degree in Computer Science. From 1990 until
1994 Mr. Shannon was an investment advisor with Great Western
Securities and Hearn Financial Services in Orlando, FL. In 1995, he
co-founded Shannon/Rosenbloom Marketing with Brian Rosenbloom, a former
director of Dale Jarrett Racing Adventure, Inc.
Glenn Jarrett. Mr. Jarrett has been a Director of the registrant since
its inception. Mr. Jarrett works as an auto racing announcer and
consultant. Mr. Jarrett has been a senior motorsports announcer for TNN
since 1991. He is a motorsports announcer (Pits) at contracted events
and is the co-producer and co-host of the "World of Racing" radio
program on MRN radio which airs weekdays. Mr. Jarrett has an extensive
background in auto racing. He drove in the NASCAR Busch Series from
36
1982 to 1988 and ran a total of eighteen (18) NASCAR Winston Cup Races
from 1977 to 1983. Mr. Jarrett is the acting consultant and marketing
coordinator for DAJ Racing, Inc. and has been a guest speaker at many
auto racing and related functions. Mr. Jarrett graduated from the
University of North Carolina in 1972 with a Bachelor of Science degree
in Business Administration.
Kenneth J. Scott. Since 1985, Mr. Scott has been President of Kenneth
J. Scott, P.A., an accounting firm that provides financial, tax and
advisory services to a wide range of businesses and not-for-profit
organizations throughout the state of Florida. Mr. Scott has been a
certified public accountant in the state of Florida since 1979. He
graduated from Rollins College with a Bachelor of Arts degree in
Business Administration in 1978.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934, as
amended, an officer, director, or greater-than-10% shareholder of the
registrant must file a Form 4 reporting the acquisition or disposition
of registrant's equity securities with the Securities and Exchange
Commission no later than the end of the second business day after the
day the transaction occurred unless certain exceptions apply.
Transactions not reported on Form 4 must be reported on Form 5 within 45
days after the end of the registrant's fiscal year. Such persons must
also file initial reports of ownership on Form 3 upon becoming an
officer, director, or greater-than-10% shareholder. To our knowledge,
based solely on a review of the copies of these reports furnished to it,
the officers, directors, and greater than 10% beneficial owners complied
with all applicable Section 16(a) filing requirements during 2007,
except that Kenneth J. Scott and Timothy B. Shannon failed to file the
requisite Form 4 reports during 2007. In August 2008, Timothy B.
Shannon filed a Form 5 report and, in September 2008, Kenneth J. Scott
filed a Form 5 report.
Code of Ethics Policy
During July 2008 the registrant adopted adopted a code of ethics that
applies to our principal executive officer, principal financial officer,
principal accounting officer or controller or persons performing similar
functions.
Corporate Governance.
There have been no changes in any state law or other procedures by which
security holders may recommend nominees to our board of directors. In
addition to having no nominating committee for this purpose, we
currently have no specific audit committee and no audit committee
financial expert. Based on the fact that our current business affairs
are simple, any such committees are excessive and beyond the scope of
our business and needs.
37
Indemnification.
The registrant shall indemnify to the fullest extent permitted by, and
in the manner permissible under the laws of the State of Florida, any
person made, or threatened to be made, a party to an action or
proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he is or was a director or officer of the
registrant, or served any other enterprise as director, officer or
employee at the request of the registrant. The board of directors, in
its discretion, shall have the power on behalf of the registrant to
indemnify any person, other than a director or officer, made a party to
any action, suit or proceeding by reason of the fact that he/she is or
was an employee of the registrant.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the
registrant, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceedings) is asserted by
such director, officer, or controlling person in connection with any
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issues.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE REGISTRANT FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE
AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS
THEREFORE UNENFORCEABLE.
ITEM 11. EXECUTIVE COMPENSATION
The following table set forth certain information as to the compensation
paid to our sole executive officer.
Summary Compensation Table
Nonqualified
Non-Equity Deferred
Name and Stock Option Incentive Comp All Other
Principal Position Year Salary Bonus Awards Awards Plan Comp Earnings Comp Total
- ------------------ ---- ------ ----- ------ ------ --------- -------- --------- -----
Timothy B. Shannon 2008 $254,481 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $254,481
CEO, CFO 2007 $229,922 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $229,922
2006 $157,122 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $157,122
38
The salary amount for 2008 includes a base salary of $110,000 and
commissions earned by Mr. Shannon during 2008 of $44,481. Dale Jarrett
Racing has entered into an Employment Agreement with Tim Shannon only.
Additionally, the salary amount for 2008 and 2007 represents salary
accrued by the registrant in prior years, but not paid to Mr. Shannon
until 2008 and 2007. Similarly, the salary amount for 2006 includes a
base salary of $60,000 and commissions earned by Mr. Shannon during 2006
of $67,122. The salary amount for 2006 also represents salary accrued
by the registrant in prior years, but not paid to Mr. Shannon until
2006.
Outstanding Equity Awards at Fiscal Year End
The following table sets forth the outstanding stock options to the
registrant's officers and directors:
Option Awards
Outstanding Equity Awards at December 31, 2008
Number of Number of
Securities Securities
Underlying Underlying
Unexercised Unexercised Option Option
Options/ Options/ Exercise Expiration
Name Exercisable Unexercisable Price Date
- ---- ----------- ------------- -------- ----------
Timothy B.
Shannon 2,000,000/2,000,000 2,000,000 $0.15 Oct. 21, 2013
Glenn Jarrett 1,000,000/1,000,000 1,000,000 $0.15 Oct. 21, 2013
Ken Scott 1,000,000/1,000,000 500,000 $0.15 Oct. 21, 2013
DIRECTOR COMPENSATION FOR 2008
The following table sets forth the compensation to our directors for
2008:
Name Total
- ---- -----
Timothy B. Shannon $0
Glenn Jarrett $0
Kenneth J. Scott $0
The registrant does not compensate its directors for their services as
such. The registrant reimburses the directors for their reasonable out-
of pocket expenses for attending meetings of the board of directors.
39
ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
The following tabulates holdings of shares of the registrant by each
person who, subject to the above, holds of record or is known by
management to own beneficially more than 5.0% of the common shares and,
in addition, by all directors and officers of the registrant
individually and as a group. Each named beneficial owner has sole
voting and investment power with respect to the shares set forth
opposite his name.
Shareholdings at October 10, 2009
Percentage of
Number & Class(1) Outstanding
of Shares Common Shares
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- -------------------- -------------------- --------
Timothy B. Shannon 4,155,000 (1) 14.83%(2)
c/o Dale Jarrett Racing
Adventure, Inc.
120A North Main Avenue
Newton, NC 29658
Glenn Jarrett 2,000,000 (3) 7.14%(4)
c/o Dale Jarrett Racing
Adventure, Inc.
120A North Main Avenue
Newton, NC 29658
Ned Jarrett 1,000,000 3.57%(5)
3182 Ninth Tee Drive
Newton, NC 28658
Dale Jarrett 1,500,000 5.36%(5)
3182 Ninth Tee Drive
Newton, NC 28658
Brett Favre 1,500,000 5.36%(5)
132 Westover Drive
Hattiesburg, MS 39402
Ian J. Cassel 1,680,250 6.72%(5)
952 Disston View Drive
Lititz, PA 17543
Kenneth J. Scott 1,050,760 3.75%
c/o Dale Jarrett Racing
Adventure, Inc.
120A North Main Avenue
Newton, NC 29658
(1) Includes 2,155,000 common shares and immediately exercisable
options to purchase 2,000,000 common shares by Mr. Shannon.
40
(2) Includes 1,000,000 common shares and immediately exercisable
options to purchase 1,000,000 common shares by Mr. Jarrett.
(3) Includes 550,760 common shares and immediately exercisable options
to purchase 500,000 common shares by Mr. Scott.
(4) The percentage is based upon 24,510,502 issued and outstanding
common shares and immediately exercisable options to purchase 3,500,000
common shares by Mr. Shannon, Mr. Jarrett and Mr. Scott.
The following information relates to the common shares beneficially
owned by each of our directors and executive officers and all of our
directors and executive officers as a group:
Name and Address of Amount and Nature of Percent
Beneficial Owner (1) Beneficial Ownership of Class
- ------------------- -------------------- ---------
Kenneth J. Scott 1,009,260 (2) 3.96 (3)
Glenn Jarrett 2,000,000 (4) 7.69 (5)
Timothy B. Shannon 3,583,333 (6) 13.27 (7)
All directors and executive
officers as a group (3 persons) 6,592,593 (8) 23.14 (9)
(1) The address for each of the persons listed above is c/o Dale
Jarrett Racing Adventure, Inc., 120A North Main Avenue, Newton, North
Carolina 29658.
(2) Includes 509,260 common shares and immediately exercisable options
to purchase 500,000 common shares by Mr. Scott.
(3) The percentage is based upon 24,995,502 issued and
outstanding common shares and immediately exercisable options to
purchase 500,000 common shares by Mr. Scott.
(4) Includes 1,000,000 common shares and immediately exercisable
options to purchase 1,000,000 common shares by Mr. Jarrett.
(5) The percentage is based upon 24,995,502 issued and outstanding
common shares and immediately exercisable options to purchase 1,000,000
common shares by Mr. Jarrett.
(6) Includes 1,583,333 common shares and immediately exercisable
options to purchase 2,000,000 common shares by Mr. Shannon.
(7) The percentage is based upon 24,995,502 issued and outstanding
common shares and immediately exercisable options to purchase 2,000,000
common shares by Mr. Shannon.
(8) Includes 3,092,593 common shares and immediately exercisable option
to purchase 3,500,000 common shares by the three named directors and
officers.
(9) The percentage is based upon 24,995,502 issued and outstanding
common shares and immediately exercisable options to purchase 3,500,000
common shares.
41
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.
The registrant made cash repayments of shareholder advances of
$210,922 to Dale Jarrett and $41,800 to Ned Jarrett during the
years ended December 31, 2008 and 2007, and also paid $100,000 of
accrued salary due to Timothy Shannon, an officer and director, in
2008. The aggregate balance of all advances amounted to $0 and
$205,610 including accrued interest at December 31, 2008 and 2007.
The advances bear interest at 6% per annum. Interest recorded was
$5,312 and $13,560 for the years ended December 31, 2008 and 2007.
Director Independence.
The registrant's board of directors consists of Timothy Shannon, Dale
Jarrett and Kenneth Scott. Neither Timothy Shannon nor Dale Jarrett is
independent as such term is defined by a national securities exchange or
an inter-dealer quotation system. During the fiscal year ended December
31, 2007, there were no transactions with related persons other than as
described in the section above entitled "Item 11. Executive
Compensation".
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Audit Fees. We incurred aggregate fees and expenses of approximately
$27,000 and $24,000 respectively, from Stark Winter Schenkein and Co.,
LLP for the 2008 and 2007 fiscal years. Such fees included work
completed for our annual audits and for the review of our financial
statements included in our Form 10-Q.
Tax Fees. We did not incur any aggregate tax fees and expenses from
Stark Winter Schenkein and Co., LLP for the 2008 and 2007 fiscal years
for professional services rendered for tax compliance, tax advice, and
tax planning.
All Other Fees. We did not incur any other fees from Stark Winter
Schenkein and Co., LLP during fiscal 2008 and 2007.
The board of directors, acting as the Audit Committee considered
whether, and determined that, the auditor's provision of non-audit
services was compatible with maintaining the auditor's independence.
All of the services described above for fiscal years 2008 and 2007 were
approved by the board of directors pursuant to its policies and
procedures. We intend to continue using Stark Winter Schenkein and Co.,
LLP solely for audit and audit-related services, tax consultation and
tax compliance services, and, as needed, for due diligence in
acquisitions.
42
Part IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) List of Financial statements included in Part II hereof
Balance Sheets, December 31, 2008 and 2007
Statements of Operations for the years ended December 31, 2008 and 2007
Statements of Stockholders' Equity for the years ended December 31, 2008
and 2007
Statements of Cash Flows for the years ended December 31, 2008 and 2007
Notes to the Financial Statements
(a)(2) List of Financial Statement schedules included in Part IV hereof:
None
(a)(3) Exhibits
The following of exhibits are filed with this report:
(31) 302 certification
(32) 906 certification
43
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
Report to be signed on its behalf by the undersigned duly authorized
person.
Date: October 19,December 8, 2009
Dale Jarrett Racing Adventure, Inc.
/s/ Timothy Shannon
- ------------------------------
By: Timothy Shannon, President
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on
behalf of the Corporation and in the capacities and on the dates
indicated.
/s/Timothy B. Shannon CEO/CFO October 19,December 8, 2009
- ------------------- President/Director
Controller
/s/Kenneth J. Scott Director October 19,December 8, 2009
- -------------------
/s/Glenn Jarrett Director October 19,December 8, 2009
- ------------------- Vice President