U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30 June 30, 2015
[ ] 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. 333-180838
AMERICAN BOARDING COMPANY
(Exact name of small business issuer as specified in its charter)
Delaware | 45-4507811 |
(State or other jurisdiction of incorporation | (I.R.S. Employer Identification No.) |
Or organization) |
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358 Frankfort Street, Daly City, California 94104
(Address of Principal Executive Offices)
(415) 283-7257
(Issuer’s telephone number)
__________
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer | [ ] Accelerated filer |
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[ ] Non-accelerated filer | [X] Smaller reporting company |
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer’s classes of common equity, as of March 31, 2015: 9,100,000 shares of common stock.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes [ ] No [X]
Transitional Small Business Disclosure Format (Check One) Yes [ ] No [X]
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| Item 2. Management’s Discussion and Analysis of Financial Condition | 4 |
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| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 5 |
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2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN BOARDING COMPANY
FINANCIAL STATEMENTS
June 30, 2015
Table of Contents
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| F-1 | |
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| F-2 | |
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| F-3 | |
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Notes to Unaudited Condensed Financial Statements (unaudited) |
| F-4 |
3
AMERICAN BOARDING COMPANY
CONDENSED BALANCE SHEETS (Unaudited)
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| June 30, 2015 |
| December 31, 2014 | ||
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
| $ | 85 |
| $ | 1,935 |
Accounts receivable |
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| - |
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| 1,200 |
Prepaid expenses |
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| - |
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| - |
Total Current Assets |
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| 85 |
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| 3,135 |
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Total Assets |
| $ | 85 |
| $ | 3,135 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Liabilities |
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Current Liabilities |
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Accounts payable and accrued expenses |
| $ | 4,600 |
| $ | 11,120 |
Convertible note payable - related party |
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| 18,594 |
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| 9,558 |
Due to officer |
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Convertible notes payable, net of discount |
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| 23,092 |
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| 22,420 |
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Total Liabilities |
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| 46,286 |
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| 43,098 |
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Stockholders’ Equity (Deficit) |
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Preferred Shares, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding |
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| - |
Common Stock, $0.001 par value, 90,000,000 shares authorized; 9,100,000 shares issued and outstanding |
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| 9,100 |
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| 9,100 |
Stock Payable |
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| 32,100 |
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| 32,100 |
Additional paid-in capital |
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| 269,737 |
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| 261,137 |
Accumulated deficit |
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| (342,300) |
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| (342,300) |
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Total Stockholders’ Equity (Deficit) |
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| (46,201) |
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| 39,963 |
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Total Liabilities and Stockholders’ Equity (Deficit) |
| $ | 85 |
| $ | 3,135 |
See notes to condensed financial statements.
F-1
AMERICAN BOARDING COMPANY
CONDENSED STATEMENT OF OPERATIONS (Unaudited)
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| Three months ended |
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| June 30, 2015 |
| June 30, 2014 |
| June 30, 2015 |
| June 30, 2014 | ||||
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REVENUES |
| $ | - |
| $ | - |
| $ | 1,800 |
| $ | - |
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OPERATING EXPENSES |
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Licenses and fees |
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| 1,200 |
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| - |
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| 1,330 |
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| - |
Professional fees |
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| 6,334 |
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| 136 |
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| 5,084 |
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| 8,486 |
General and Administrative |
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| 325 |
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| 1035 |
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| 515 |
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| 1,447 |
TOTAL OPERATING EXPENSES |
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| 7,859 |
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| 1,171 |
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| 6,929 |
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| 9,933 |
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INCOME (LOSS) FROM OPERATIONS |
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| (7,859) |
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| (1,171) |
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| (5,129) |
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| (9,933) |
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OTHER INCOME (EXPENSES) |
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Interest expense |
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| 9,239 |
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| 46,721 |
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| 9,709 |
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| 77,971 |
TOTAL OTHER INCOME (EXPENSE) |
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| (9,239) |
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| (46,721) |
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| (9,709) |
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| (77,971) |
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INCOME BEFORE INCOME TAX |
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| (17,098) |
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| (47,892) |
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| (14,838) |
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| (87,904) |
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PROVISION FOR INCOME TAXES |
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| - |
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| - |
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NET INCOME (LOSS) |
| $ | (17,098) |
| $ | (47,892) |
| $ | (14,838) |
| $ | (87,904) |
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NET LOSS PER SHARE: BASIC AND DILUTED |
| $ | (0.02) |
| $ | (0.02) |
| $ | (0.00) |
| $ | (0.00) |
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
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| 9,100,000 |
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| 9,100,000 |
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| 9,100,000 |
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| 9,100,00 |
See notes to condensed financial statements.
F-2
AMERICAN BOARDING COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
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| Six Months Ended June 30, 2015 |
| Six Months Ended June 30, 2014 | ||
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Cash flows from operating activities: |
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Net Income ( loss) |
| $ | (14,838) |
| $ | (87,904) |
Beneficial conversion-convertible debt |
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| 8,750 |
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| 15,471 |
Disposal of subsidiary |
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| (150) |
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| - |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Changes in assets and liabilities: |
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Accounts receivable |
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| 1,200 |
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| - |
Prepaid expense |
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| - |
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| 62,500 |
Accounts payable and accrued expenses |
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| (5,562) |
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| (12,564) |
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Net cash used in operating activities |
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| (10,600) |
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| (22,497) |
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Cash flows from financing activities: |
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Proceeds notes payable |
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| 8,750 |
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| 15,471 |
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Net cash provided by financing activities |
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| 8,750 |
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| 15,471 |
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Net increase (decrease) in cash |
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| (1,850) |
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| (7,026) |
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Cash, beginning of the period |
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| 1,935 |
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| 7,483 |
Cash, end of the period |
| $ | 85 |
| $ | 457 |
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Supplemental disclosures of cash flow information |
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Cash paid for: |
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Interest |
| $ | - |
| $ | - |
Income Taxes |
| $ | - |
| $ | - |
See notes to condensed financial statements.
F-3
AMERICAN BOARDING COMPANY
NOTES TO CONDENSED FINANCIAL STATEEMENTS
June 30, 2015 (Unaudited)
NOTE 1 - NATURE OF OPERATIONS
American Boarding Company (“the Company” or “ABC”) was incorporated in the State of Delaware on January 27, 2013. American Boarding Company is a real estate based company with a principle business objective of acquisition, design, development, lease, and management services of student housing communities located within close proximity of colleges and universities in the United States.
The Company formed a subsidiary in State of Nevada “Lucky Realty, Inc.” on January 27, 2014 to manage the company’s operations.
On April 1, 2015, the company spun-off its wholly owned subsidiary Lucky Realty, Inc.
American Boarding Company’s administrative office is located at 358 Frankfort Street, Daly City, California 94014.
American Boarding Company’s fiscal year end is December 31.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of Presentation
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.
Cash and Cash Equivalents
Cash and cash equivalents includes all cash deposits and highly liquid financial instruments with a maturity of three months or less. The Company had $85 and $457 of cash as of June 30, 2015 and 2014, respectively.
Use of Estimates
The Financial Statements have been prepared in conformity with U.S. GAAP, which requires using management’s best estimates and judgments where appropriate. These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ materially from these good faith estimates and judgments.
Financial Instruments
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
F-4
AMERICAN BOARDING COMPANY
NOTES TO CONDENSED FINANCIAL STATEEMENTS
June 30, 2015 (Unaudited)
ASC 820, Fair Value Measurements and Disclosures defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
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Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities
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Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
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Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
Long-Lived Assets and Intangible Property
The Company follows ASC 360, Property, Plant, and Equipment, for its fixed assets and ASC 350, Intangibles - Goodwill and Other. Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.
The Company did not recognize any impairment losses for any periods presented.
Share-Based Expenses
ASC 718, Compensation - Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
F-5
AMERICAN BOARDING COMPANY
NOTES TO CONDENSED FINANCIAL STATEEMENTS
June 30, 2015 (Unaudited)
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity - Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
Share-based expense was $0 for the year ending June 30, 2014 and for period ending June 30, 2015.
Revenue Recognition
The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.
Advertising
The costs of advertising are expensed as incurred. Advertising expense was $0 for the period ending June 30, 2015.
Income Taxes
The Company accounts for income taxes in accordance with the provisions of ASC 740, Income Taxes, Deferred tax assets and liabilities are recognized for the future tax consequences attributable to 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
In July, 2006, the FASB issued ASC 740, “Accounting for Uncertainty in Income Taxes”, which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a return. ASC 740 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. Under this pronouncement, the Company recognizes the financial statement benefit of a tax position only after determining that a position would more likely than not be sustained based upon its technical merit if challenged by the relevant taxing authority and taken by management to the court of the last resort. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the relevant tax authority. ASC 740 became effective for the Company as of July 1, 2008 and had no material impact on the Company’s financial statements.
The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties on unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities. The Company has not recorded any interest and penalties since its inception.
The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The tax years for 2014 and 2013 remain open for federal and/or state tax jurisdictions. The Company is currently not under examination by any other tax jurisdictions for any tax years.
F-6
AMERICAN BOARDING COMPANY
NOTES TO CONDENSED FINANCIAL STATEEMENTS
June 30, 2015 (Unaudited)
Earnings (Loss) Per Share
The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
The Company does not have any potentially dilutive instruments as of June 30, 2015 and, thus, anti-dilution issues are not applicable.
Recent Accounting Pronouncements
On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.
NOTE 3 - GOING CONCERN
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet emerged from its development stage, has not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan. 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. These factors raise substantial doubt about its ability to continue as a going concern.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.
There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
F-7
AMERICAN BOARDING COMPANY
NOTES TO CONDENSED FINANCIAL STATEEMENTS
June 30, 2015 (Unaudited)
NOTE 4 - CONVERTIBLE NOTES PAYABLE
On May 22, 2014, the Company issued a $12,000 convertible promissory note payable on demand. The convertible promissory note bears interest at a rate of 6% per annum and is convertible at the option of the holder into common stock of the Company at a conversion rate of $0.001 per share. Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting. Management further evaluated the conversion option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition. Management valued the beneficial conversion feature at $12,000 based on the intrinsic value of the beneficial conversion feature capped at total proceeds related to the instrument. The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to APIC) and such discount is being amortized to interest expense using the effective interest rate method over the life of the note. The $12,000 related to the beneficial conversion was expenses expensed during the quarter.
On December 10, 2014, the Company issued a $10,000 convertible promissory note payable on demand. The convertible promissory note bears interest at a rate of 6% per annum and is convertible at the option of the holder into common stock of the Company at a conversion rate of $0.001 per share. Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting. Management further evaluated the conversion option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition. Management valued the beneficial conversion feature at $5,500 based on the intrinsic value of the beneficial conversion feature capped at total proceeds related to the instrument. The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to APIC) and such discount is being amortized to interest expense using the effective interest rate method over the life of the note. The $10,000 related to the beneficial conversion was expenses expensed during the quarter.
NOTE 5 - RELATED PARTY TRANSACTIONS
American Boarding Company uses an administrative office located at 358 Frankfort Street, Daly City, California 94014. Mr. Noorkayhani, who is an officer and director of the Company, provides the office space free of charge and no lease exists. We consider our current principal office space arrangement adequate and will reassess our needs based upon the future growth of the company.
On September 28, 2014, the Company issued a $5,500 convertible promissory note payable on demand. The convertible promissory note bears interest at a rate of 6% per annum and is convertible at the option of the holder into common stock of the Company at a conversion rate of $0.001 per share. Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting. Management further evaluated the conversion option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition. Management valued the beneficial conversion feature at $5,500 based on the intrinsic value of the beneficial conversion feature capped at total proceeds related to the instrument. The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to APIC) and such discount is being amortized to interest expense using the effective interest rate method over the life of the note. The $5,500 related to the beneficial conversion was expenses expensed during the quarter.
F-8
AMERICAN BOARDING COMPANY
NOTES TO CONDENSED FINANCIAL STATEEMENTS
June 30, 2015 (Unaudited)
On November 24, 2014, the Company issued a $3,975 convertible promissory note payable on demand. The convertible promissory note bears interest at a rate of 6% per annum and is convertible at the option of the holder into common stock of the Company at a conversion rate of $0.001 per share. Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting. Management further evaluated the conversion option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition. Management valued the beneficial conversion feature at $3,975 based on the intrinsic value of the beneficial conversion feature capped at total proceeds related to the instrument. The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to APIC) and such discount is being amortized to interest expense using the effective interest rate method over the life of the note. The $3,975 related to the beneficial conversion was expenses expensed during the year.
On June 30, 2015, the Company issued a $8,750 convertible promissory note payable on demand. The convertible promissory note bears interest at a rate of 6% per annum and is convertible at the option of the holder into common stock of the Company at a conversion rate of $0.001 per share. Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting. Management further evaluated the conversion option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition. Management valued the beneficial conversion feature at $8,750 based on the intrinsic value of the beneficial conversion feature capped at total proceeds related to the instrument. The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to APIC) and such discount is being amortized to interest expense using the effective interest rate method over the life of the note. The $8,750 related to the beneficial conversion was expenses during the quarter.
The Company does not have an employment contract with its key employee, who is the Chief Executive Officer.
The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.
NOTE 6 - EQUITY
Common Stock
The total number of shares of common stock which the Company shall have authority to issue is ninety million (90,000,000) common shares with a par value of $0.001, of which 8,500,000 have been issued to the founders at par value ($8,500) and additional
During the year ended December 31, 2013 600,000 common shares were issued to investors through private offerings.
There were 9,100,000 share of common stock outstanding as of June 30, 2015.
The Company intends to issue additional shares in an effort to raise capital to fund its operations. Common shareholders will have one vote for each share held.
No holder of shares of stock of any class is entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.
F-9
AMERICAN BOARDING COMPANY
NOTES TO CONDENSED FINANCIAL STATEEMENTS
June 30, 2015 (Unaudited)
Preferred Stock
The total number of shares of preferred stock which the Company shall have authority to issue is ten million (10,000,000) preferred shares with a par value of $0.001. There are no preferred shares authorized or outstanding at December 31, 2014 and 2013.
There are no warrants or options issued or outstanding as of June 30, 2015.
NOTE 7 - SEPARATION AND DISTRIBUTION AGREEMENT
On April 1, 2015, the Board of Directors of American Boarding Company, (ABC) determined that it is advisable and in the best interests of ABC and its stockholders to spin-off its subsidiary, Lucky Realty, Inc. from American Boarding Company, the parent company, into two independent companies to allow management of each company to focus on the objectives of their respective business plans and create additional value for shareholders.
Separation of Lucky Realty, Inc. by means of a dividend in specie of the Business, which was effected on April 1, 2015 by the transfer of the Business from American Boarding Company and the issuance by Lucky Realty, Inc. of ordinary shares directly to American Boarding Company’s shareholders (the “Distribution”).
Lucky Realty Inc. entered into separation agreements with American Boarding Company in which it governs the rights and obligations of the parties regarding the proposed distribution and certain actions that must occur prior to the proposed distribution.
The Separation and Distribution Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K, filed with the SEC on July 16, 2015.
NOTE 8 - COMMITMENTS AND CONTINGENCIES
Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.
From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.
NOTE 9 - SUBSEQUENT EVENTS
In accordance with ASC 855, the Company has analyzed its operations subsequent to December 31, 2014 through the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
F-10
Item 2. Management’s Discussion and Analysis of Financial Conditions and
Results of Operations
Plan of Operation
American Boarding Company is a real estate based company with a principle business objective of acquisition, design, development, lease, and management services of student housing communities located within close proximity of colleges and universities in the United States. The Company is based in the San Francisco area and we plan to purchase our initial property in close proximity to one of the many universities and colleges located in this area. There are numerous higher education institutions in the Northern California. Students attending these universities often are from outside of Bay area communities and as such demand a short-term lease of residential housing for the period of which they are attending those schools. We believe there is a demand to provide the supply of housing to this market by developing and managing such properties through our business strategy. Schools such as Sonoma State University, University of California Davis and San Mateo Skyline College were initially selected to determine the profitability of our business plan. These schools were selected due to the fact that all are within 50 miles radius of San Francisco Bay Area.
Results of Operation
During the six months ended June 30, 2015 and 2014 we had $1,800 and $0 revenue respectively.
Operating expenses during the six months ended June 30, 2015 were $6,929 compared to $9,933 for the six months ended June 30, 2014 due to reduction in professional fees. Operating expenses during the three months ended June 30, 2015 were $7,859 compared to $1,171 for the three months ended June 30, 2014
Other expenses consisted of interest expense of $9,709 for the six months ended June 30, 2015 compared to $77,971 for the six months ended June 30, 2014. Other expenses consisted of interest expense of $9,239 and $46,721 for the three months ended June 30, 2015 and 2014
Liquidity and Capital Resource
The Company has financed its expenses and costs thus far through an equity investment by one of its shareholders. American Boarding Company management has discussed entering into joint ventures with potential investors after spinning off its subsidiary Lucky Realty, Inc..
Critical Accounting Policies
American Boarding Company financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors.
The Company is a smaller reporting company and is not required to provide this information.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
2.1 Separation and Distribution Agreement, dated as of April 1, 2015* |
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31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002 |
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32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 |
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101 Interactive Data files pursuant to Regulation S-T |
* filed as Exhibit 2.1 to the Current Report on Form 8-K, filed with the SEC on July 16, 2015
(b) Reports on Form 8-K
Form 8-K dated as of July 16, 2015
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| American Boarding Company |
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Date: August 10, 2015 |
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| By: /s/ Reza Noorkayhani |
| Reza Noorkayhani, Chief Financial Officer Principal Accounting Officer, Secretary, Treasurer and Director |
| (Principal Executive and Financial Officer) |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: August 10, 2015 |
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| By: /s/ Reza Noorkayhani |
| Reza Noorkayhani, Chief Financial Officer Principal Accounting Officer, Secretary, Treasurer and Director |
| (Principal Executive and Financial Officer) |
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Date: August 10, 2015 |
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| By: /s/ Joseph Marshall |
| Joseph Marshall, Chief Operations Officer |
| (Principal Executive and Operations Officer) |
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