UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2016
[ ] 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:000-52769
CROWD SHARES AFTERMARKET, INC.
(Exact Name of Registrant as Specified in its Charter)
| Nevada (State or Other Jurisdiction of Incorporation or Organization) | 26-0295367 (I.R.S. Employer Identification No.) | |
898 N Sepulveda, Suite 400 El Segundo, CA | 90245 (Zip Code) |
(949) 373-7281
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter time period that the registrant was required to submit and post such files).
Yes [X] No [ ]
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 definition of “large accelerated filer,” “accelerated filer” 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] | |
| (Do not check if a smaller reporting company) | ||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
As of May 23, 2016, 22,564,000 shares of the registrant’s common stock were outstanding.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
CROWD SHARES AFTERMARKET, INC.
FORMERLY VINYL PRODUCTS, INC,
Table of Contents
| 2 |
FINANCIAL INFORMATION
CROWD SHARES AFTERMARKET, INC.
FORMERLY VINYL PRODUCTS, INC.
BALANCE SHEETS
| March 31,2016 | December 31,2015 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 845 | $ | 2 | ||||
| TOTAL CURRENT ASSETS | 845 | 2 | ||||||
| TOTAL ASSETS | $ | 845 | $ | 2 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | 128,293 | $ | 127,904 | ||||
Deferred revenue | 10,000 | - | ||||||
| Due to related parties | 11,309 | 11,309 | ||||||
| Accrued interest, related parties | 34,083 | 33,751 | ||||||
| Accrued interest, note payable | 60,259 | 54,899 | ||||||
| Note payable, other, net of original issue discount, in default | 12,000 | 12,000 | ||||||
| Convertible notes payable, in default | 215,000 | 215,000 | ||||||
| TOTAL CURRENT LIABILITIES | 470,944 | 454,863 | ||||||
| TOTAL LIABILITIES | $ | 470,944 | $ | 454,863 | ||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2016 and December 31, 2015 | - | - | ||||||
| Common stock, $0.0001 par value; 100,000,000 shares authorized; 22,564,000 shares issued and outstanding at March 31, 2016 and December 31, 2015 | 2,256 | 2,256 | ||||||
| Additional paid-in capital | 29,133 | 29,133 | ||||||
| Accumulated deficit | (501,488 | ) | (486,250 | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | (470,099 | ) | (454,861 | ) | ||||
| TOTAL LIABILITIES A ND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 845 | $ | 2 | ||||
See notes to financial statements
| 3 |
CROWD SHARES AFTERMARKET, INC.
FORMERLY VINYL PRODUCTS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ending March 31 | ||||||||
| 2016 | 2015 | |||||||
| Revenue | $ | - | - | |||||
| Operating expenses | 9,546 | 18,312 | ||||||
| Total operating expenses | 9,546 | 18,312 | ||||||
| Net operating (loss) | (9,546 | ) | (18,312 | ) | ||||
| Interest expense | (5,692 | ) | (8,969 | ) | ||||
| Loss from continuing operations | (15,238 | ) | (27,281 | ) | ||||
| Gain (loss) from Discontinued Operations | - | (3 | ) | |||||
| Net (loss) | $ | (15,238 | ) | $ | (27,284 | ) | ||
| Basic and diluted income (loss) per share from continuing operations | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Basic and diluted income (loss) per share from discontinued operations | $ | 0.00 | $ | (0.00 | ) | |||
| Basic and diluted net income (loss) per share | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average number of common shares outstanding: | ||||||||
| Basic | 22,564,000 | 22,564,000 | ||||||
| Diluted | 22,564,000 | 22,564,000 | ||||||
See notes to financial statements
| 4 |
CROWD SHARES AFTERMARKET, INC.
FORMERLY VINYL PRODUCTS, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
| Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity (Deficit) | ||||||||||||||||
| Balance, December 31, 2014 (Audited) | 22,564,000 | $ | 2,256 | $ | 11,298 | $ | (428,814 | ) | $ | (415,260 | ) | |||||||||
| Net loss for the twelve months ended December 31, 2015 | - | - | 17,835.00 | (57,436 | ) | (39,601 | ) | |||||||||||||
| Balance, December 31, 2015 (Audited) | 22,564,000 | $ | 2,256 | $ | 29,133 | $ | (486,250 | ) | $ | (454,861 | ) | |||||||||
| Net loss for the three months ended March 31, 2016 | - | - | - | (15,238 | ) | (15,238 | ) | |||||||||||||
| Balance, March 31, 2016 (Unaudited) | 22,564,000 | 2,256 | 29,133 | (501,488 | ) | $ | (470,099 | ) | ||||||||||||
See notes to financial statements
| 5 |
CROWD SHARES AFTERMARKET, INC.
FORMERLY VINYL PRODUCTS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ending | ||||||||
| March 31 | ||||||||
| 2016 | 2015 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (15,238 | ) | $ | (27,284 | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Amortization of original issue discount | - | 2,311 | ||||||
| Depreciation | - | 1,164 | ||||||
| Changes in: | ||||||||
| Accounts payable | 389 | 8,424 | ||||||
Deferred revenue | 10,000 | - | ||||||
| Accrued interest, related party | 332 | 1,356 | ||||||
| Accrued interest, note payable | 5,360 | 5,301 | ||||||
| Accrued expenses and other current liabilities | - | 840 | ||||||
| Net cash provided by (used in) operating activities | 843 | (7,888 | ) | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Net cash provided by (used in) investing activities | - | - | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from related parties | - | 1,000 | ||||||
| Proceeds from Notes Payable, Net of Original Issue Discount | - | 8,000 | ||||||
| Net cash provided (used in) by financing activities | - | 9,000 | ||||||
| NET INCREASE (DECREASE) IN CASH | 843 | 1,112 | ||||||
| CASH AND CASH EQUIVALENTS, beginning of the period | 2 | 3,148 | ||||||
| CASH AND CASH EQUIVALENTS, end of period | $ | 845 | $ | 4,260 | ||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | - | $ | - | ||||
| Income taxes | 800 | 800 | ||||||
| SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
See notes to financial statements
| 6 |
CROWD SHARES AFTERMARKET, INC.
FORMERLY VINYL PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – BACKGROUND AND ORGANIZATION
Organization
Crowd Shares Aftermarket, Inc. (“the Company”) was originally incorporated in the State of Delaware on May 24, 2007, under the name Red Oak Concepts, Inc. to serve as a vehicle for a business combination through a merger, capital stock exchange, asset acquisition or other similar business combination. On December 4, 2007, the Company changed its jurisdiction of domicile by merging with a Nevada corporation titled Red Oak Concepts, Inc. On November 21, 2008, the Company changed its name to Vinyl Products, Inc. in connection with a reverse acquisition transaction with The Vinyl Fence Company, Inc. (“VFC”), a California corporation. On September 26, 2013, the Company formed Crowd Shares Aftermarket, Inc., a wholly owned subsidiary of the Company. On October 8, 2013, the Company merged with its wholly owned subsidiary, Crowd Shares Aftermarket, Inc. and as part of the merger changed its name to Crowd Shares Aftermarket, Inc.
On November 20, 2008, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with VFC. Pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding capital stock of VFC from the VFC shareholders in exchange for 22,100,000 shares of the Company’s common stock. Pursuant to the Exchange Agreement, on November 21, 2008, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State for the State of Nevada to change its corporate name to “Vinyl Products, Inc.” to better reflect its business. On October 8, 2013, the Company merged with its wholly owned subsidiary, Crowd Shares Aftermarket, Inc. and as part of the merger changed its name to Crowd Shares Aftermarket, Inc.
Brackin O’Connor Transaction
On December 31, 2010, the Company entered into a definitive agreement to acquire all of the membership interests in Brackin O’Connor, LLC (“Brackin O’Connor”). Brackin O’Connor operated a passenger transportation business. Its initial operations are focused on servicing the tourism industry in Scottsdale, Arizona. The Company agreed to issue 20,000,000 shares of its common stock to the members of Brackin O’Connor in exchange for the membership interests in Brackin O’Connor (the “Equity Exchange”).
VFC Disposition
Following completion of the Equity Exchange, the Company entered into a definitive agreement to dispose of all of the capital stock of its subsidiaries,VFC and VFC Franchise Corp. to Gordon Knott, formerly the Company’s President and member of its Board of Directors, and Garabed Khatchoyan, formerly a member of its Board of Directors (the “VFC Disposition”). VFC conducts all of the Company’s vinyl product marketing and installation business.
In exchange for the capital stock of VFC and VFC Franchise Corp., Messrs Knott and Khatchoyan agreed to return to the Company 20,000,000 shares of the Company’s common stock and to assume up to $75,000 of liabilities arising from periods prior to December 31, 2010. In connection with the VFC Disposition, the Company agreed to reimburse certain expenses incurred by VFC through payment of $12,500 in cash and the issuance of a promissory note in the amount of $62,500. The promissory note was paid in full in April 2011. Please refer to Note 4 for further discussion.
Brackin O’Connor, LLC was formed as an Arizona limited liability company in February, 2005 for the purpose of acquiring and operating a drinking lounge establishment in Scottsdale, Arizona.
On September 1, 2009, Brackin O’Connor entered into an agreement for sale of the drinking lounge. In 2010, Brackin O’Connor changed focus and entered the passenger transportation business commonly referred to as a chauffeured vehicle service. In accordance with ASC 915, Brackin O’Connor is considered to have re-entered into the development stage as Brackin O’Connor discontinued operations due to the sale of the drinking lounge.
| 7 |
On April 8, 2011, the Company entered into a Promissory note with Doug Brackin for a total of $62,500. The promissory note was not paid by the maturity date of July 31, 2011, and accordingly, the note started to accrue compounding interest at 1.25% per month effective August 1, 2011. Interest expense totaled $750 for twelve months ended December 31, 2015, respectively. The Company made the final principal payment in the amount of $12,500 in April, 2015. Please refer to Note 5 for further discussion.
Brackin O’Connor Disposition
On April 25, 2015, the Company entered into a definitive agreement to sell all of the membership interests in Brackin O’Connor, LLC to the original members of Brackin O’Connor, LLC for $25,000 which was used to reduce the outstanding Note Payable and accrued interest due to Doug Brackin, the Company’s CEO. Please refer to Note 8 – DISCONTINUED OPERATIONS.
Business Overview
The Company’s business operations support securities crowdfunding (“SCF”) activities. SCF in its simplest terms, is a global movement towards broadening the investor base in small businesses by lowering accreditation standards of investors and changing the rules around the marketing of investment opportunities. Steven Case, the former AOL exec, often quips that “an average middle class person can go to Vegas and gamble away $10,000, but that same person can’t invest $10,000 in Facebook before its public.” The SCF movement seeks to change this paradigm.
Reports have been published that suggest fund raising through crowdfunding mechanisms will grow from the current $2B mark in 2012 to over $500B in just the US alone. In essence, this suggests that the fundamental mechanism or process through which angel and seed funding will occur will be through technology-assisted SCF platforms. These platforms standardize the process, make it more transparent for both investors and entrepreneurs, and, most importantly, broaden the investor target reach or visibility. The SCF movement is less about blazing a new trail in new unchartered waters of finance; but rather, a shift towards utilizing technology platforms to make the existing process available to a wider audience less friction for all those involved. As with the first wave of ecommerce, the primary innovation will be simply expanding the potential audience for a given product/offering. No longer will deal access be singularly controlled by the few with deep rolodexes.
The Company believes (and data suggests) that most modern governments will push regulation towards a structure mirroring an environment like that seen in the UK today or the US with the JOBS Act changes. These changes coupled with technology platforms that span geographic boundaries, will enable a truly global network of small business funding. Just like a US consumer can buy products from the UK via the internet, investors will be able to see and access deals regardless of their geographic location.
The Company earns revenue by providing outsourced SCF services including due diligence and developing marketing programs for companies looking to utilize technology to reach a broader potential investor base.
The SCF industry is growing at a rapid pace and with regulatory changes promises to significantly enhance the access by lower middle market (“LMM”) companies to financing and investor access to private placements.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
Going Concern
The Company’s financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America, and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company incurred a net loss from continuing operations of $15,238 during the quarter ended March 31, 2016 and an accumulated deficit of $501,488 since inception. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
| 8 |
In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through sales of common stock and or a debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are adjusted to reflect actual experience when necessary. Significant estimates and assumptions affect many items in the financial statements. These include allowance for doubtful trade receivables, asset impairments, and contingencies and litigation. Significant estimates and assumptions are also used to establish the fair value and useful lives of depreciable tangible and certain intangible assets. Actual results may differ from those estimates and assumptions, and such results may affect income, financial position or cash flows.
Cash and Cash Equivalents
Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. The Company did not have any cash equivalents at March 31, 2016 or December 31, 2015.
Property, Plant and Equipment
Equipment is recorded at cost and depreciated using straight line methods over the estimated useful lives of the related assets. The Company reviews the carrying value of long-term assets to be held and used when events and circumstances warrant such a review. If the carrying value of a long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair market value. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. The cost of normal maintenance and repairs is charged to operations as incurred. Major overhaul that extends the useful life of existing assets is capitalized. When equipment is retired or disposed, the costs and related accumulated depreciation are eliminated and the resulting profit or loss is recognized in income.
Revenue Recognition
The Company recognizes revenue in accordance with accounting principles generally accepted in the United States of America. The Company’s current revenue stream consists of fee for services provided. Such revenue is recognized when the services are performed.
Revenues are recognized when persuasive evidence of an arrangement exists, the fees to be paid by the customer are fixed or determinable, collection of the fees is probable, delivery of the service and or product has occurred, and no other significant obligations on the part of the Company remain
| 9 |
Typically, the Company recognizes revenue from marketing and due diligence services. Revenue received from customers consists of payments via credit cards, checks and cash and is deposited into the Company’s bank account when received, either directly or through the Company’s merchant account.
Stock Based Compensation
The Company accounts for stock-based employee compensation arrangements using the fair value method in accordance with the accounting provisions relating to share-based payments (“Codification Topic 718”). The company accounts for the stock options issued to non-employees in accordance with these provisions. Stock options are valued using a Black-Scholes options pricing model which requires estimates such as expected term, discount rate and stock volatility.
Issuance of Shares for Non-Cash Consideration
The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably determinable. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.
Income Taxes
The Company accounts for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations.
No provision for federal income taxes has been recorded due to the net operating loss carry forwards totaling approximately $450,044 as of March 31, 2016 that will be offset against future taxable income. The available net operating loss carry forwards of approximately $450,000 will expire in various years through 2036. No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance the carry forwards will expire unused. The income tax benefit differs from the amount computed by applying the US federal income tax rate of 35% to net loss before income taxes for the period ended March 31, 2016 and 2015 and had no uncertain tax positions as of March 31, 2016 and 2015.
Fair Value of Financial Instruments
In the first quarter of fiscal year 2009, the Company adopted Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”). ASC 820-10 defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. ASC 820-10 delays, until the first quarter of fiscal year 2009, the effective date for ASC 820-10 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of ASC 820-10 did not have a material impact on the Company’s financial position or operations, but does require that the Company disclose assets and liabilities that are recognized and measured at fair value on a non-recurring basis, presented in a three-tier fair value hierarchy, as follows:
| ● | Level 1. Observable inputs such as quoted prices in active markets; | |
| ● | Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
| ● | Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
| 10 |
No assets or liabilities were valued at fair value on a recurring or non-recurring basis as of March 31, 2016 or December 31, 2015, respectively.
Effective October 1, 2008, the Company adopted Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. Neither of these statements had an impact on the Company’s financial position, results of operations or cash flows. The carrying value of cash and cash equivalents, accounts payable and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments.
Recent Accounting Pronouncements
In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-16, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities. The provisions of the update require equity investments to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment. The update also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. It also eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities, and eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet. ASU No. 2016-16 requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. It also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The update requires separate presentation of financial assets and financial liabilities by category and form on the balance sheet or the accompanying notes to the financial statements. In addition, the update clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For public business entities, the amendments in the update are effective for fiscal years beginning after December 15, 2017, including interim periods. The adoption of this ASU is not expected to have a material impact on the Company’s financial statements.
In November 2015, the FASB issued an ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). Under current GAAP, deferred income tax assets and liabilities are separated into current and noncurrent amounts in the balance sheet. ASU 2015-17 requires all deferred assets and liabilities be classified as noncurrent in the balance sheet. The standard will be effective for periods beginning after December 15, 2016, including interim periods within that reporting period. The adoption of this ASU is not expected to have a material impact on the Company’s financial statements.
In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) (“ASU 2015-16”). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company’s consolidated financial statements.
| 11 |
In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period.
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03,Interest–Imputation of Interest (Subtopic 835-30)(“ASU 2015-03”), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entityto present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue tobe reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidancewill be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03on its balance sheets.
NOTE 3 – DEFERRED REVENUE
During the quarter ended March 31, 2016, the Company signed a contract to provide due diligence services and the Company received $10,000 under such contract in advance of the services provided. The Company has recorded the deposit received as deferred revenue until such time as the services are completed.
NOTE 4 – DEBT
On April 8, 2011, the Company entered into a Promissory note with Doug Brackin for a total of $62,500. The promissory note was not paid by the maturity date of July 31, 2011, and accordingly, the note started to accrue compounding interest at 1.25% per month effective August 1, 2011. The Company paid back $50,000 in July of 2013. On April 25, 2015, the Company entered into a definitive agreement to sell all of the membership interests in Brackin O’Connor, LLC to the original members of Brackin O’Connor, LLC for $25,000 which was used to fully pay the remaining Note Payable principal balance and reduced accrued interest on the Promissory Note to $13,383. Interest expense totaled $0 and $587 for the three months ended March 31, 2016 and 2015, respectively.
The total outstanding advance balance from Cardiff Partners, LLC to the Company at March 31, 2016 was $11,309. During the three months ended March 31, 2016 Cardiff Partners, LLC did not advance the Company any money, and the Company did not pay back any previous advances to Cardiff Partners. The advance bears interest at a rate of 1% per month. Accrued interest totaled $16,231 at March 31, 2016. Interest expense totaled $332 and $770 for the three months ended March 31, 2016 and 2015, respectively.
During the three months ended March 31, 2016, Doug Brackin, the Company’s Chief Executive Officer, did not advance the Company additional money. The principal balance due to Mr. Brackin was $0. The advance bears interest at a rate of 1% per month. Interest expense totaled $0 and $0 for the three months ended March 31, 2016 and 2015, respectively. As of March 31, 2016 $4,469 in accrued interest remains outstanding.
On June 14, 2013, the Company entered into a Promissory note for a total of $215,000 due on December 31, 2014. The promissory note started to accrue compound interest at 1.0% per month. Accrued interest totaled $60,259 at March 31, 2016. Interest expense totaled $5,360 and $5,301 for the three months ended March 31, 2016 and 2015, respectively. The promissory note was not paid by the maturity date of December 31, 2014 and is in default.
On February 7, 2015, the Company issued and sold a $12,000 Note due May 7, 2015. The proceeds to the Company were $8,000 and the Company recorded an Original Issue Discount (“OID”) of $4,000 which will be amortized over the life of the note. Interest expense totaled $0 and $2,311 for the three months ended March 31, 2016 and 2015, respectively. The note is in default.
NOTE 5 – STOCKHOLDERS’ EQUITY
The Company is authorized to issue 100,000,000 shares of $0.0001 par value common stock, and had 22,564,000 and 22,564,000 shares outstanding at March 31, 2016 and December 31, 2015, respectively.
| 12 |
The Company is authorized to issue 10,000,000 shares of $0.0001 par value preferred stock. The Company has never issued any shares of preferred stock.
The Company did not record any stock based compensation charges during the three months ended March 31, 2016 and 2015.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Contingencies
The Company is not currently a party to any pending or threatened legal proceedings. Based on information currently available, management is not aware of any matters that would have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
NOTE 7 – RELATED PARTY TRANSACTIONS
On April 8, 2011, the Company entered into a Promissory note with Doug Brackin for a total of $62,500. The promissory note was not paid by the maturity date of July 31, 2011, and accordingly, the note started to accrue compounding interest at 1.25% per month effective August 1, 2011. The Company paid back $50,000 in July of 2013. On April 25, 2015, the Company entered into a definitive agreement to sell all of the membership interests in Brackin O’Connor, LLC to the original members of Brackin O’Connor, LLC for $25,000 which was used to fully pay the remaining Note Payable principal balance and reduced accrued interest on the Promissory Note to $13,383. Interest expense totaled $0 and $587 for the three months ended March 31, 2016 and 2015, respectively.
The total outstanding advance balance from Cardiff Partners, LLC to the Company at March 31, 2016 was $11,309. During the three months ended March 31, 2016 Cardiff Partners, LLC did not advance the Company any money, and the Company did not pay back any previous advances to Cardiff Partners. The advance bears interest at a rate of 1% per month. Accrued interest totaled $16,231 at March 31, 2016. Interest expense totaled $332 and $770 for the three months ended March 31, 2016 and 2015, respectively.
During the three months ended March 31, 2016, Doug Brackin, the Company’s Chief Executive Officer, did not advance the Company additional money. The principal balance due to Mr. Brackin was $0. The advance bears interest at a rate of 1% per month. Interest expense totaled $0 and $0 for the three months ended March 31, 2016 and 2015, respectively. As of March 31, 2016 $4,469 in accrued interest remains outstanding.
In 2015, Keith Moore the Company’s Chief Financial Officer, advanced the Company $4,641. The Company paid back $4,641 of previous advances owed to Mr. Moore during the three months ended March 31, 2015.
In 2015, the Company entered into a definitive agreement to sell all of the membership interests in Brackin O’Connor, LLC to the original members of Brackin O’Connor, LLC, including Doug Brackin, the Company’s CEO. As a result, the assets and liabilities of the Company were segregated in the balance sheet and appropriately labeled as discontinued. See Note 8 for further discussion.
NOTE 8 – DISCONTINUED OPERATIONS
On April 25, 2015, the Company entered into a definitive agreement to sell all of the membership interests in Brackin O’Connor, LLC to the original members of Brackin O’Connor, LLC (“Brackin”), a related party for $25,000 which was used to pay the remaining Note Payable principal balance and reduce the accrued interest on the Promissory Note to $13,383.
The assets and liabilities of the Company were segregated in the balance sheet and appropriately labeled as discontinued. The components of the discontinued assets and liabilities as of April 25, 2015 were as follows:
| Cash | $ | 4,413 | ||
| Fixed Assets | $ | 23,243 | ||
| Less: Accumulated Depreciation | $ | (20,491 | ) | |
| Reduction in Note Payable and Accrued Interest | $ | 25,000 |
The net amount of the components of the discontinued assets and liabilities as of April 25, 2015 totaled $17,835 and were record to additional paid in capital.
As of the Company’s sale, income and expenses are netted in the income statement and appropriately labeled as discontinued operations. The results of discontinued operations are presented in the schedule below:
| Three Months Ending | ||||||||
| March 31 | ||||||||
| 2016 | 2015 | |||||||
| Gain (loss) from Discontinued Operations: | ||||||||
| Revenue | $ | - | $ | 1,650 | ||||
| Less: Depreciation | - | 1,164 | ||||||
| Less: Operating Expenses | - | 489 | ||||||
| Gain (loss) from Discontinued Operations | $ | - | $ | (3 | ) | |||
NOTE 9 – SUBSEQUENT EVENTS
There have been no subsequent events as of the date of this filing.
| 13 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
In this Quarterly Report on Form 10-Q, unless the context requires otherwise, “we,” “us” and “our” refer to Crowd Shares Aftermarket, Inc., a Nevada corporation. The following Management’s Discussion and Analysis of Financial Condition and Results of Operation provide information that we believe is relevant to an assessment and understanding of our financial condition and results of operations. The following discussion should be read in conjunction with our financial statements and notes thereto included with this Quarterly Report on Form 10-Q, and all our other filings, including Current Reports on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) through the date of this report.
Forward Looking Statements
This Quarterly Report on Form 10-Q includes both historical and forward-looking statements, which include information relating to future events, future financial performance, strategies, expectations, competitive environment and regulations. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Such statements are intended to operate as “forward-looking statements” of the kind permitted by the Private Securities Litigation Reform Act of 1995, incorporated in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). That legislation protects such predictive statements by creating a “safe harbor” from liability in the event that a particular prediction does not turn out as anticipated. Forward-looking statements should not be read as a guarantee of future performance or results and will probably not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. You should review carefully the section entitled “Risk Factors” beginning on page 4 of our Annual Report on Form 10-K for a discussion of certain of the risks that could cause our actual results to differ from those expressed or suggested by the forward-looking statements.
The inclusion of the forward-looking statements should not be regarded as a representation by us, or any other person, that such forward-looking statements will be achieved. You should be aware that any forward-looking statement made by us in this Quarterly Report on Form 10-Q, or elsewhere, speaks only as of the date on which we make it. We undertake no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on the forward-looking statements contained in this Quarterly Report on Form 10-Q.
Overview
The Company business model provides outsourced SCF services including due diligence and developing marketing programs for companies looking to utilize technology to reach a broader potential investor base.
Results of Operations
Three Months Ended March 31, 2016 Compared to Three Months Ended March 31, 2015
Revenue
Revenue totaled $0 for the three months ended March 31, 2016 compared to $0 in the prior period.
| 14 |
Expenses
Operating expenses totaled $9,546 for the three months ended March 31, 2016 compared to $18,312 in the prior year period. The decrease in operating expenses was related to professional fees incurred in 2015. Current year operating expenses included selling, general and administrative expenses.
Interest Expense and Loss from Continuing Operations
Interest expense totaled $5,692 for the three months ended March 31, 2016 compared to $8,969 in 2015. The decrease in interest expenses was related to the principal note balances being paid down.
Net Income / Loss
Net losses totaled $15,238 for the three months ended March 31, 2016 due primarily to the selling, general and administrative expenses and interest expense discussed above. Net losses totaled $27,284 for the three months ended March 31, 2015 due to the loss from discontinued operations.
Liquidity and Capital Resources
The accompanying financial statements have been prepared assuming that we will continue as a going concern. As shown in the accompanying financial statements, we incurred losses of $15,238 for the three months ended March 31, 2016 and have a working capital deficit of $470,099 and an accumulated deficit of $501,488 at March 31, 2016. At March 31, 2016, we had cash of $845.
We started to generate revenue in January 2011, however, in order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations, we will need, among other things, additional capital resources. Accordingly, management’s plans to continue as a going concern include raising additional capital through sales of common stock and other securities.
Our current funding is not sufficient to continue our operations for the remainder of the fiscal year ending December 31, 2016. We will require additional debt and/or equity financing to continue our operations. We cannot provide any assurances that additional financing will be available to us or, if available, may not be available on acceptable terms.
If we are unable to obtain adequate capital, we could be forced to cease or delay development of our operations, sell assets or our business may fail. In each such case, the holders of our common stock would lose all or most of their investment. Please see “Risk Factors” for information regarding the risks related to our financial condition.
Inflation Risk
We do not believe that inflation has had a material effect on our business, financial condition or results of operations. However, if our costs such as gasoline were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.
| 15 |
Capital Resources and Requirements
Our future liquidity and capital requirements will be influenced by numerous factors, including:
| ● | the extent and duration of future operating income; | |
| ● | the level and timing of future sales and expenditures; | |
| ● | working capital required to support our growth; | |
| ● | investment capital for equipment; | |
| ● | our sales and marketing programs; | |
| ● | investment capital for potential acquisitions; | |
| ● | competition; and | |
| ● | market developments. |
Critical Accounting Policies and Estimates
We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
The following critical accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements.
Impairment of Long-Lived Assets
The Company adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. The Company performed an annual review for impairment and none existed as of December 31, 2015.
Issuance of Shares for Non-Cash Consideration
The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably determinable. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.
Recently Issued Accounting Pronouncements
In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-16, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities. The provisions of the update require equity investments to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment. The update also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. It also eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities, and eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet. ASU No. 2016-16 requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. It also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The update requires separate presentation of financial assets and financial liabilities by category and form on the balance sheet or the accompanying notes to the financial statements. In addition, the update clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For public business entities, the amendments in the update are effective for fiscal years beginning after December 15, 2017, including interim periods. The adoption of this ASU is not expected to have a material impact on the Company’s financial statements.
| 16 |
In November 2015, the FASB issued an ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). Under current GAAP, deferred income tax assets and liabilities are separated into current and noncurrent amounts in the balance sheet. ASU 2015-17 requires all deferred assets and liabilities be classified as noncurrent in the balance sheet. The standard will be effective for periods beginning after December 15, 2016, including interim periods within that reporting period. The adoption of this ASU is not expected to have a material impact on the Company’s financial statements.
In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) (“ASU 2015-16”). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company’s consolidated financial statements.
In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period.
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03,Interest–Imputation of Interest (Subtopic 835-30)(“ASU 2015-03”), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entityto present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue tobe reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidancewill be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03on its balance sheets.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company and therefore, we are not required to provide information required by this item of Form 10-Q.
| 17 |
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2016. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2016, and this assessment identified certain material weakness in our internal control over financial reporting, including material weaknesses due to our management’s lack of segregation of duties in financial transactions or reporting as a result of the fact that we only have two officers. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
Based on that evaluation, management concluded that our internal control over financial reporting was not effective as of March 31, 2016.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 18 |
OTHER INFORMATION
We are not a party to any material legal proceedings.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On March 1, 2011, we entered into three separate consulting agreements. We agreed to issue a total of 2,500,000 shares of restricted common stock as payment for services provided under the respective consulting agreements. All of the above shares were issued pursuant to Section 4(2) of the Securities Act of 1933. In connection with this issuance, all purchasers were provided with access to all material aspects of the company, including the business, management, offering details, risk factors and financial statements. They also represented to us that they were acquiring the shares as a principal for their own account with investment intent. They each also represented that they were sophisticated, having prior investment experience and having adequate and reasonable opportunity and access to any corporate information necessary to make an informed decision. This issuance of securities was not accompanied by general advertisement or general solicitation.
On June 14, 2013, the Company issued and sold $215,000 of its 10% Senior Secured Convertible Promissory Notes due December 31, 2014. These securities were offered to accredited investors in reliance on an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) under Regulation D. The securities in the offering have not been registered under the Securities Act or any state “blue sky” securities laws, and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not Applicable.
None.
| 19 |
| Exhibit No. | Description | |
| 21.1* | Subsidiaries of Registrant | |
| 31.1* | Certification of Chief Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of Principal Financial Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1* | Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | XBRL Instance | |
| 101.SCH | XBRL Taxonomy Extension Schema | |
| 101.CAL | XBRL Taxonomy Extension Calculation | |
| 101.DEF | XBRL Taxonomy Extension Definition | |
| 101.LAB | XBRL Taxonomy Extension Labels | |
| 101.PRE | XBRL Taxonomy Extension |
* Filed herewith
| 20 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on the 23rd day of May, 2016.
| CROWD SHARES AFTERMARKET, INC. | ||
| By: | /s/ Doug Brackin | |
| Doug Brackin | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| 21 |