UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2013
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File No. 333-161997
LISBOA LEISURE, INC.
(Exact Name of Small Business Issuer as specified in its charter)
| | |
Nevada | | 42-1771870 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. employer identification no.) |
H. 16/B, Adsulim,
Benaulim, Goa, India 403716
(Address of principal executive offices)
Registrant’s telephone number, including area code: 011-91-95-27-46-38-77
Check 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 __ No X
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 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.
| | | |
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 X No __
5,400,000 shares of registrant’s common stock, $0.001 par value, were outstanding at October 3, 2013. Registrant has no other class of common equity.
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PART I. FINANCIAL INFORMATION
Item 1 Financial Statements
Lisboa Leisure, Inc.
(A Development Stage Company)
Balance Sheets
| | |
| August 31, 2013
$ (unaudited) | May 31, 2013
$ |
| | |
ASSETS | | |
Current assets | | |
Cash | 55 | 9,473 |
Total current assets | 55 | 9,473 |
Total assets | 55 | 9,473 |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | |
| | |
LIABILITIES | | |
Current liabilities | | |
Accounts payable and accrued liabilities | 2,300 | 2,300 |
Advance | 19,450 | 23,900 |
Total current liabilities | 21,750 | 26,200 |
Total liabilities | 21,750 | 26,200 |
| | |
STOCKHOLDERS’ EQUITY (DEFICIT) | | |
| | |
Common stock: $0.001 par value, 75,000,000 authorized, 5,400,000 issued and outstanding as of August 31, 2013 and May 31, 2013 | 5,400 | 5,400 |
Additional paid-in capital | 45,600 | 45,600 |
Deficit accumulated during the development stage | (72,695) | (67,727) |
Total stockholders’ equity (deficit) | (21,695) | (16,727) |
| | |
Total liabilities and stockholders’ equity (deficit) | 55 | 9,473 |
(The accompanying notes are an integral part of these financial statements)
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Lisboa Leisure, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
| | | |
| For the Three Months | Period From May 19, 2010 (inception) to |
| Ended August 31 | August 31, |
| 2013 | 2012 | 2013 |
| $ | $ | $ |
Expenses: | | | |
General and administrative | 968 | 8,279 | 40,381 |
Professional fees | 4,000 | 4,500 | 32,314 |
| 4,968 | 12,779 | 72,695 |
Net loss | (4,968) | (12,779) | (72,695) |
| | | |
Net loss per share - basic and diluted | (0.00) | (0.00) | |
| | | |
Weighted average shares outstanding - basic and diluted | 5,400,000 | 3,976,087 | |
(The accompanying notes are an integral part of these financial statements)
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Lisboa Leisure, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
| | | |
| For the Three Months | Period From May 19, 2010 (inception) to |
| Ended August 31 | August 31, |
| 2013 | 2012 | 2013 |
| $ | $ | $ |
Cash flows from operating activities | | | |
Net loss | (4,968) | (12,779) | (72,695) |
Adjustments to reconcile to net cash used in operating activities: | | | |
Change in operating assets and liabilities | | | |
Increase in accounts payables and accrued liabilities | - | 11,841 | 2,300 |
Net cash used In operating activities | (4,968) | (938) | (70,395) |
| | | |
Cash flows from financing activities | | | |
Proceeds from common stock issued for cash | - | 32,000 | 51,000 |
Proceeds from advances related parties | (4,450) | - | 19,450 |
Net cash provided by financing activities | (4,450) | 32,000 | 70,450 |
| | | |
Net increase (decrease) in cash | (9,418) | 31,062 | 55 |
Cash - beginning of period | 9,473 | 950 | - |
Cash - end of period | 55 | 30,012 | 55 |
| | | |
Supplemental cash flow information: | | | |
Cash paid for: | | | |
- Interest | - | - | - |
- Income tax | - | - | - |
(The accompanying notes are an integral part of these financial statements)
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Lisboa Leisure, Inc.
(A Development Stage Company)
Notes to the financial statements
August 31, 2013
(Unaudited)
___________________________________________________________________________________________________
Note 1: Nature and Continuance of Operations
Lisboa Leisure. Inc. (the "Company") was incorporated in the state of Nevada on May 19, 2010 ("Inception") and is in the development stage. The Company was formed to become an operator of a beach shack in the State of Goa, India.
In accordance with Accounting Standards Codification ("ASC") 915, the Company is considered to be in the development stage. Its activities to date have been limited to capital formation, organization and development of its business plan. The Company has not commenced operations.
Note 2: Basis of Presentation
Unaudited Interim financial statements
The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the period ended May 31, 2013 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on July 29, 2013. These interim unaudited financial statements should be read in conjunction with those financial statements included in the Annual Report Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended August 31, 2013 are not necessarily indicative of the results that may be expected for the year ending May 31, 2014.
Note 3: Going Concern
These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $72,695 as at August 31, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or the private placement of common stock.
Note 4: Advance
As at August 31, 2013 the Company owed $19,450 to an associate of the Company’s management. The advance is unsecured, payable on demand and non-interest bearing.
Note 5: Capital Stock
The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of $0.001 per share.
During the period ended August 31, 2010, the Company issued 3,800,000 shares of common stock for total cash proceeds of $19,000 to the Company's sole director and officer.
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The Company became a reporting company on June 27, 2012 and on August 21, 2012, the Company completed the sale of 1,600,000 common shares at the price of a $0.02 per share for total proceeds of $32,000.
As of August 31, 2013 the Company had 5,400,000 shares of common stock issued and outstanding.
Note 5: Subsequent events
On September 9, 2013, the Company entered into asset purchase agreements whereby the Company agreed to purchase certain assets necessary for the operation of a plant growth surfactant manufacture and sales business. The assets to be acquired are used in conjunction with the production, marketing, and sale of the crop surfactant to be sold under the name "GroGenesis". Upon closing, the Company would change its name to GroGenesis, Inc." or such other name acceptable to the vendors. The Company present president, Maria Fernandes, will resign on closing. In addition, the Company has entered into an easement agreement whereby it will be granted the right to use a portion of a farm located in Aylmer, Ontario, Canada for the purposes of using it as a demonstration farm in order to evaluate and exhibit the effects of GroGenesis.
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Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations.
The following discussion of our financial condition, changes in financial condition, plan of operations and results of operations should be read in conjunction with our unaudited interim financial statements from our inception (May 9, 2010) to August 31, 2013 and the three months ended August 31, 2013, together with the notes thereto included in this Form 10-Q. The discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.
Overview
Lisboa Leisure, Inc. was incorporated in the State of Nevada on May 19, 2010. Our offices are located at the premises of our President, Maria Fernandes, who provides such space to us on a rent-free basis at H 16/B, Adsulim, Benaulim, Goa, India.
We are a company with no revenue to date and minimum operations and assets. Our business plan was to attempt to operate a beach front eating establishment in Goa, India. We had applied for permission to erect and operate one beach shack in 2012 but were not successful. We have no further funds available to proceed forward and therefore we do not plan to re-apply before 2013 season and based on the present trend, it is unlikely that we will be successful.
The Company became a reporting company on June 27, 2012 and had filed a prospectus that relates to the offering by the Company of a total of 1,600,000 shares of our common stock on a "self-underwritten" basis at a fixed price of $0.02 per share. During the period ended August 31, 2012, the Company completed the sale of 1,600,000 common shares at the price of a $0.02 per share for total proceeds of $32,000. We will require additional funding in order to pursue our business objectives and there is no guarantee that we will be successful in this regard.
We are a development stage company and since inception, we have not generated consistent revenues and have incurred a cumulative net loss as reflected in the financial statements. We have minimal assets and have incurred losses since inception.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay our bills.
Plan of Operation
About Our Company
Our plan of operation was to operate beach front eating establishments on the beaches on Goa, India that are commonly referred to as “beach shacks”. A beach shack is akin to a restaurant and is a part of the food and beverage sector of the tourism industry and predominately caters to tourists to the State of Goa, India. We applied for permission from the Tourism Department, Government of State of Goa, to erect and operate a temporary shack at Velludo beach in Benaulim, South Goa, with a view to expanding operations over time. We were not successful with each of our applications.
Our priority is to survive as a company. Investors must be aware that we do not have sufficient capital to independently finance our own plans.
Investors should be aware that our independent auditors have issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months. Our auditor's opinion is based on our suffering initial losses, having limited operations, and having limited working capital. Our only source for cash at this time is investments or loans by others in our Company.
On September 9, 2013, we entered into asset purchase agreements with Joseph Fewer of Aylmer, Ontario and Steven Moseley of Paris, Tennessee whereby we agreed to purchase certain assets necessary for the operation of a plant growth surfactant manufacture and sales business. A plant surfactant is a compound that lowers the surface tension between a liquid and a solid in order to allow for more efficient nutrient uptake in the plant. The assets that we have agreed to acquire are used in conjunction with the production, marketing, and sale of the crop surfactant currently sold under the name "AgriBoost".
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Pursuant to the agreement with Mr. Fewer, we have agreed to acquire a 100% in the intellectual property described in the United States provisional patent application number 61858203 - "Composition and Method for Enhancing Plant Growth", as well as all related assets necessary for operating a plant growth enhancement product manufacture and sales business as a going concern. The agreement contemplates that we will incorporate a wholly-owned subsidiary company that will hold these assets and conduct operations. In order to acquire the assets from Mr. Fewer, we will be obligated to complete a forward split of our common stock such that every share of pre-split common stock shall be exchanged for 25 post-split shares of common stock; issue 12.5 million shares of our post-split common stock to Mr. Fewer; and execute a consulting agreement with Mr. Fewer whereby he will receive $7,000 per month in consideration of him providing his full-time management services to us. The consulting agreement will become effective on the date that we raise a minimum of $500,000 for operations. Closing of the asset purchase agreement is also subject to us changing our name to "AgriBoost, Inc." or such other name acceptable to Mr. Fewer. In addition, at closing, Mr. Fewer will be appointed as a director in place of our current director, Ms. Maria Fernandes.
We have also entered into an agreement with Mr. Moseley whereby we have agreed to acquire certain equipment used in conjunction with the production, marketing of AgriBoost. In consideration of Mr. Moseley transferring title of these assets to us, we have agreed to issue 5,000,000 post-split shares of our common stock to him at closing. We have also executed a consulting agreement with Mr. Moseley whereby he will receive $5,000 per month in consideration of him providing his full-time services to us. As with Mr. Fewer's consulting agreement, Mr. Moseley's agreement will become effective on the date that we raise a minimum of $500,000 for operations. The agreement recognizes that Mr. Moseley has been involved in the sale of surfactants prior to the date of the agreement and that he shall maintain the right to sell AgriBoost to 94 existing clients and profit exclusively from sales to them.
We have also entered into an easement agreement with Joseph Fewer and Denise Fewer whereby they have agreed to grant to us the right to use a portion of their farm located in Aylmer, Ontario for the purposes of using it as a demonstration farm in order to evaluate and exhibit the effects of AgriBoost. In consideration of the easement, we have agreed to issue to the Fewer an aggregate of 2,500,000 post-split shares of our common stock. The initial term of the easement is three years.
Since we became a reporting company it is responsible for filing various forms with the United States Securities and Exchange Commission (the “SEC”) such as Form 10K and Form 10Qs. On December 28, 2012, our application with FINRA to list our common stock on the Over-the-Counter Bulletin Board was approved and our stock is quoted under the symbol “LISB”.
The shareholders may read and copy any material filed by us with the SEC at the SEC’s Public Reference Room at 100 F Street N.W., Washington, DC, 20549. The shareholders may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information which we have filed electronically with the SEC by assessing the website using the following address: http://www.sec.gov.
Results of Operations
We did not earn any revenues for the three months ended August 31, 2013 and from inception on May 19, 2010 to August 31, 2013. We do not expect to realize any revenues until we are able to secure additional funds and execute our business plan. Our revenue will be generated from sales in our beach shack.
For the three months ended August 31, 2013, we have incurred total operating expenses in the amount of $4,968 which mainly comprises of professional fees totaling $4,000 and general and administrative expenses totaling $968. For the three months ended August 31, 2012 we incurred total operating expenses in the amount of $12,779 which mainly comprises of professional fees totaling $4,500 and general and administrative expenses totaling $8,279.
We incurred total operating expenses in the amount of $72,695 from inception on May 19, 2010 through August 31, 2013. These operating expenses comprised of professional fees totaling $32,314 and general administrative expenses totaling $40,381.
We have not incurred any expenses for research and development since inception. As a result of operating losses, there has been no provision for the payment of income taxes from the date of inception.
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Liquidity and Capital Resources
As at August 31, 2013, we had a cash balance of $55.
If additional funds become required, the additional funding will come from either advances from associates of our President or equity financing from the sale of our common stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. We have verbal commitments from associates of our Company’s that they will advance $30,000 over the next twelve months.
Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include, but are not limited to:
·
our ability to raise additional funding;
·
grant of permit to construct and operate a beach shack;
·
if a beach shack is opened, the acceptance by customers to patronize our shack;
Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists a substantial doubt about our ability to continue as a going concern.
Going Concern Consideration
The report of our independent registered public accounting firm for the period ended May 31, 2012 raises substantial doubt about our ability to continue as a going concern based on the absence of an established source of revenue, recurring losses from operations, and our need for additional financing in order to fund our operations in fiscal 2013.
Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition and results of operations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
Forward Looking Statements
The information in this quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements involve risks and uncertainties, including statements regarding the Company’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports we file with the Securities and Exchange Commission (the “SEC”). These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Item 3. Qualitative and Quantitative Disclosure about Market Risks
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.
Controls and Procedures over Financial Reporting
Additionally, there were no changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company currently is not a party to any legal proceedings and, to the Company’s knowledge; no such proceedings are threatened or contemplated.
Item 1A. Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Default Upon Senior Securities.
None.
Item 4. Removed and Reserved.
Item 5. Other Information.
On September 9, 2013, we entered into asset purchase agreements with Joseph Fewer of Aylmer, Ontario and Steven Moseley of Paris, Tennessee whereby we agreed to purchase certain assets necessary for the operation of a plant growth surfactant manufacture and sales business. A plant surfactant is a compound that lowers the surface tension between a liquid and a solid in order to allow for more efficient nutrient uptake in the plant. The assets that we have agreed to acquire are used in conjunction with the production, marketing, and sale of the crop surfactant currently sold under the name "AgriBoost". Closing of the asset purchase agreement is also subject to us changing our name to "AgriBoost, Inc." or such other name acceptable to Mr. Fewer. In addition, at closing, Mr. Fewer will be appointed as a director in place of our current director, Ms. Maria Fernandes. We have also entered into an agreement with Mr. Moseley whereby we have agreed to acquire certain equipment used in conjunction with the production, marketing of AgriBoost. We have also entered into an easement agreement with Joseph Fewer and Denise Fewer whereby they have agreed to grant to us the right to use a portion of their farm located in Aylmer, Ontario for the purposes of using it as a demonstration farm in order to evaluate and exhibit the effects of AgriBoost.
Item 6.
Exhibits and Reports on Form 8-K.
a. Exhibits
| |
Exhibit Number | Description of Exhibit |
31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002. |
*Previously filed.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| |
| LISBOA LEISURE, INC. |
| Date: October 3, 2013 |
| |
| By: /s/ Maria Fernandes |
| Maria Fernandes |
| Principal Executive Officer |
| Principal Financial Officer and Director |
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