SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2017
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 number 000-55671
HAWK STREET ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 81-3416037
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9545 Wilshire Boulevard, #612
Beverly Hills, CA 90212
(Address of principal executive offices) (zip code)
310-888-1870
(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 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" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
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 X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
May 23, 2017
Common Stock, par value $0.0001 5,500,000
Documents incorporated by reference: None
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FINANCIAL STATEMENTS
Condensed Balance Sheets as of March 31, 2017 (unaudited) and
December 31, 2016 2
Condensed Statement of Operations for the Three Months
Ended March 31, 2017 (unaudited) 3
Condensed Statement of Cash Flows for the Three Months
Ended March 31, 2017 (unaudited) 4
Notes to Condensed Financial Statements (unaudited) 5-8
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HAWK STREET ACQUISITION CORPORATION
CONDENSED BALANCE SHEETS
ASSETS
March 31, December 31,
2017 2016
------------ ------------
(Unaudited)
Current assets
Cash $ - $ -
------------ ------------
Total assets $ - $ -
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued liabilities $ 6,250 $ 5,750
------------ ------------
Total liabilities 6,250 5,750
------------ ------------
Stockholders' Equity
Preferred stock, $0.0001 par value
20,000,000 shares authorized;
none issued and outstanding at
March 31, 2017 and December 31,
2016, respectively - -
Common Stock, $0.0001 par value,
100,000,000 shares authorized;
5,500,000 and 20,000,000 shares
issued and outstanding at March 31,
2017 and December 31, 2016,
respectively 550 2,000
Discount on common stock (500) -
Additional paid-in capital 3,662 312
Accumulated deficit (9,962) (8,062)
------------ ------------
Total stockholders' deficit (6,250) (5,750)
------------ ------------
Total liabilities and
stockholders' deficit $ - $ -
============ ============
The accompanying notes are an integral part of these unaudited condensed
financial statements.
2
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HAWK STREET ACQUISITION CORPORATION
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
For the Three Months
Ended March 31, 2017
-------------------
Revenue $ -
Cost of revenues -
-----------------
Gross profit -
-----------------
Operating expenses 1,900
-----------------
Operating loss (1,900)
-----------------
Loss before income taxes (1,900)
Income tax expense -
----------------
Net loss $ (1,900)
=================
Loss per share - basic and diluted $ (0.00)
=================
Weighted average shares - 14,788,889
basic and diluted =================
The accompanying notes are an integral part of these unaudited
condensed financial statements.
3
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HAWK STREET ACQUISITION CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Three
Months Ended
March 31, 2017
-----------------
OPERATING ACTIVITIES
Net loss $ (1,900)
Non-cash adjustments to reconcile net loss to net cash:
Expenses paid for by stockholder and contributed
as capital 1,400
Changes in Operating Assets and Liabilities:
Accrued liabilities 500
----------------
Net cash provided by (used in) operating activities -
----------------
Net increase in cash -
Cash, beginning of period -
----------------
Cash, end of period $ -
===============
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Income tax $ -
===============
Interest $ -
===============
Non-cash investing and financial activities:
Common stock issued to officers for no
consideration $ 500
===============
Redemption of common shares in connection with
the change of control $ 1,950
===============
The accompanying notes are an integral part of these unaudited
condensed financial statements.
4
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HAWK STREET ACQUISITION CORPORATION
Notes to Unaudited Condensed Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Hawk Street Acquisition Corporation (the "Company") was incorporated
on July 22, 2016 under the laws of the state of Delaware to engage
in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company has been in the
developmental stage since inception and its operations to date have been
limited to issuing shares to its original shareholders. The Company will
attempt to locate and negotiate with a business entity for the combination
of that target company with Hawk Street. The combination will normally take
the form of a merger, stock-for-stock exchange or stock-for-assets exchange.
In most instances the target company will wish to structure the business
combination to be within the definition of a tax-free reorganization under
Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that the Company will be successful
in locating or negotiating with any target company. The Company has been
formed to provide a method for a foreign or domestic private company to
become a reporting company with a class of securities registered under the
Securities Exchange Act of 1934.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed
to assist in understanding the Company's unaudited condensed financial
statements. Such unaudited condensed financial statements and accompanying
notes are the representations of the Company's management, who are
responsible for their integrity and objectivity. These accounting policies
conform to accounting principles generally accepted in the United States of
America ("GAAP") in all material respects, and have been consistently
applied in preparing the accompanying unaudited condensed financial
statements.
Certain information and footnote disclosures normally present in annual
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America ("U.S. GAAP") were
omitted pursuant to such rules and regulations. The results for the
three months ended March 31, 2017 are not necessarily indicative of
the results to be expected for the year ending December 31, 2017.
USE OF ESTIMATES
The preparation of unaudited condensed financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the condensed financial statements,
and the reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
CASH
Cash and cash equivalents include cash on hand and on deposit at banking
institutions as well as all highly liquid short-term investments with
original maturities of 90 days or less. The Company did not have cash
equivalents as of March 31, 2017 and December 31, 2016, respectively.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash. The Company places its cash with
high quality banking institutions. The Company did not have cash balances
in excess of the Federal Deposit Insurance Corporation limit as of March 31,
2017 and December 31, 2016, respectively.
5
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Hawk STREET ACQUISITION CORPORATION
Notes to Unaudited Condensed Financial Statements
INCOME TAXES
Under ASC 740, "Income Taxes," deferred tax assets and liabilities are
recognized for the future tax 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. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax
assets will not be realized. As of March 31, 2017 and December 31, 2016,
there were no deferred taxes due to the uncertainty of the realization of
net operating loss or carry forward prior to expiration.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the loss of the entity. As
of March 31, 2017 and December 31, 2016, there are no outstanding dilutive
securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements
of financial assets and financial liabilities and for fair value
measurements of nonfinancial items that are recognized or disclosed at
fair value in the unaudited condensed financial statements on a recurring
basis. Additionally, the Company adopted guidance for fair value
measurement related to nonfinancial items that are recognized and
disclosed at fair value in the unaudited condensed financial statements
on a nonrecurring basis. The guidance establishes a fair value hierarchy
that prioritizes the inputs to valuation techniques used to measure fair
value. The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to measurements involving
significant unobservable inputs (Level 3 measurements). The three
levels of the fair value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to
access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their fair
values because of the short maturity of these instruments.
RECENT ACCOUNTING PRONOUNCEMENTS
On November 20, 2015, FASB issued ASU-2015-17-Income Taxes. The
Board is issuing this Update as part of its initiative to reduce complexity
in accounting standards (the Simplification Initiative). The objective of
the Simplification Initiative is to identify, evaluate, and improve areas
of generally accepted accounting principles (GAAP) for which cost and
complexity can be reduced while maintaining or improving the usefulness
of the information provided to users of financial statements. Current
GAAP requires an entity to separate deferred income tax liabilities and
assets into current and noncurrent amounts in a classified statement of
financial position. To simplify the presentation of deferred income taxes,
the amendments in this Update require that deferred tax liabilities and
assets be classified as noncurrent in a classified statement of financial
position. The amendments in this Update apply to all entities that present
a classified statement of financial position. The current requirement that
deferred tax liabilities and assets of a tax-paying component of an entity
be offset and presented as a single amount is not affected by the amendments
in this Update. For public business entities, the amendments in this Update
are effective for financial statements issued for annual periods beginning
after December 15, 2016, and interim periods within those annual periods.
Earlier application is permitted for all entities as of the beginning of an
interim or annual reporting period. The management believes that the impact
of this ASU on the Company's financial statements would be insignificant.
In November 2016, the FASB issued Accounting Standards Update No. 2016-18,
"Statement of Cash Flows (Topic 230): Restricted Cash" ("ASU 2016-18").
The new guidance is intended to reduce diversity in practice by adding or
clarifying guidance on classification and presentation of changes in
restricted cash on the statement of cash flows. ASU 2016-18 is effective
for annual and interim periods beginning after December 15, 2017. Early
adoption is permitted. The amendments in this update should be applied
retrospectively to all periods presented. The Company is currently
evaluating the impact of adopting ASU 2016-18, which will only impact
the Company to the extent it has restricted cash in the future.
In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows
(Topic 230): Classification of Certain Cash Receipts and Cash Payments, to
address diversity in how certain cash receipts and cash payments are presented
and classified in the statement of cash flows". The amendments provide
guidance on the following eight specific cash flow issues: (1) Debt Prepayment
or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments
or Other Debt Instruments with Coupon Interest Rates That Are Insignificant
in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent
Consideration Payments Made after a Business Combination; (4)Proceeds from
the Settlement of Insurance Claims; (5) Proceeds from the Settlement of
Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life
Insurance Policies; (7) Distributions Received from Equity Method Investees;
(8) Beneficial Interests in Securitization Transactions; and Separately
Identifiable Cash Flows and Application of the Predominance Principle.
The amendments are effective for public business entities for fiscal years
beginning after December 15, 2017, and interim periods within those fiscal
years. Early adoption is permitted, including adoption in an interim period.
The amendments should be applied using a retrospective transition method to
each period presented. If it is impracticable to apply the amendments
retrospectively for some of the issues, the amendments for those issues would
be applied prospectively as of the earliest date practicable. The Company is
currently evaluating the impact of this new standard on its financial
statements and related disclosures.
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial
Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about
an Entity's Ability to Continue as a Going Concern". This standard is intended
to define management's responsibility to evaluate whether there is substantial
doubt about an organization's ability to continue as a going concern and to
provide related footnote disclosures. Under U.S. GAAP, financial statements
are prepared under the presumption that the reporting organization will
continue to operate as a going concern, except in limited circumstances.
Financial reporting under this presumption is commonly referred to as the
going concern basis of accounting. The going concern basis of accounting is
critical to financial reporting because it establishes the fundamental basis
for measuring and classifying assets and liabilities. Currently, U.S. GAAP
lacks guidance about management's responsibility to evaluate whether there is
substantial doubt about the organization's ability to continue as a going
concern or to provide related footnote disclosures. This ASU provides guidance
to an organization's management, with principles and definitions that are
intended to reduce diversity in the timing and content of disclosures that
are commonly provided by organizations today in the financial statement
footnotes. The amendments are effective for annual periods ending after
December 15, 2016, and interim periods within annual periods beginning after
December 15, 2016. Early application is permitted for annual or interim
reporting periods for which the financial statements have not previously
been issued. Management believes that the impact of this ASU to the Company's
financial statements would be insignificant.
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date
and has sustained operating loss of $1,900 for the three months ended
March 31, 2017. The Company had a working capital deficit of
$6,250 and an accumulated deficit of $9,962 as of March 31, 2017 and
a working captial deficit of $5,750 and an accumulated deficit of
$8,062 as of December 31, 2016. The Company's continuation as a going
concern is dependent on its ability to generate sufficient cash flows from
operations to meet its obligations and/or obtaining additional financing
from its members or other sources, as may be required.
The accompanying unaudited condensed financial statements have been
prepared assuming that the Company will continue as a going concern;
however, the above condition raises substantial doubt about the Company's
ability to do so. The unaudited condensed financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classifications of liabilities that may result should the Company
be unable to continue as a going concern.
In order to maintain its current level of operations, the Company will
require additional working capital from either cash flow from operations
or from the sale of its equity. However, the Company currently has no
commitments from any third parties for the purchase of its equity. If
the Company is unable to acquire additional working capital, it will be
required to significantly reduce its current level of operations.
NOTE 3 - ACCRUED LIABILITIES
As of March 31, 2017 and December 31, 2016, the Company had accrued
professional fees of $6,250 and $5,750 respectively.
NOTE 4 - STOCKHOLDERS' DEFICIT
On July 22, 2016, the Company issued 20,000,000 founders common
stock to two directors and officers for legal services provided to
the Company. The Company is authorized to issue 100,000,000 shares
of common stock and 20,000,000 shares of preferred stock.
On February 27, 2017 two shareholders contributed 19,5000,000 shares
of the 20,000,000 outstanding shares back to the Company. On February
28, 2017, the Company issued 5,000,000 shares to two new shareholders
for no consideration as a result of the change of control.
As of March 31, 2017, 5,500,000 shares of common stock and no
preferred stock were issued and outstanding.
NOTE 5 - SUBSEQUENT EVENT
Management has evaluated subsequent events through May 23, 2017,
the date which the financial statements were available to be issued.
All subsequent events requiring recognition have been incorporated
into these financial statements and there are no subsequent events
that require disclosure in accordance with FASB ASC Topic 855,
"Subsequent Events."
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Hawk Street Acquisition Corporation was incorporated on
July 22, 2016 under the laws of the State of Delaware to engage in
any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. Hawk Street Acquisition Corporation
("Hawk Street" or the "Company") is a blank check company and qualifies
as an "emerging growth company" as defined in the Jumpstart Our Business
Startups Act which became law in April, 2012.
On February 27, 2017, the Company effected a change of its control.
The Company cancelled an aggregate of 19,500,000 shares of the then
20,000,000 shares of outstanding stock valued at par. James M. Cassidy
resigned as the Company's president, secretary and director and James
McKillop resigned as the Company's vice president and director. Bardia
Rahimzadeh was then named sole director of the Company and was named
President, Secretary and Chief Financial Officer of the Company.
On February 28, 2017, the Company issued 4,800,000 shares of its
common stock at par and at a discount of $480 to its then sole officer
and director, Bardia Rahimzadeh and issued 200,000 shares of common stock
at par and at a discount of $20 to David Wise.
Since inception Hawk Street's operations to date of the period covered
by this report have been limited to issuing shares of common stock to its
original shareholders, filing a registration statement on Form 10 on
August 9, 2016 with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934 as amended to register its class of
common stock and effecting a change in control.
Hawk Street has no operations nor does it currently engage in any
business activities generating revenues. Hawk Street's principal
business objective is to achieve a business combination with a target
company.
Pursuant to the change in control, the Company intends to acquire or
otherwise combine with PotDrive, Inc., a private Delaware corporation,
formed in October, 2016. PotDrive is an online App search directory for the
cannabis industry providing an Internet App for medicinal users of marijuana
to locate and obtain services such as medicinal marijuana dispensaries,
deliveries, doctors, legal assistance and retailers. Other non-medicinal
legal users of marijuana in jurisdictions where allowed, such as California,
Oregon and the Netherlands, may use the App to find such services as
appropriate to their search.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.
No assurances can be given that Hawk Street will be successful in
negotiating with its anticipated or any target company.
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another
corporation or entity. On the consummation of a transaction, it is likely
that the present management and shareholders of the Company will no longer
be in control of the Company. In addition, it is likely that the officer
and director of the Company will, as part of the terms of the business
combination, resign and be replaced by one or more new officers and
directors.
As of March 31, 2017 Hawk Street had not generated revenues and had
no income or cash flows from operations since inception. Hawk Street
had sustained net loss of $1,900 and an accumulated deficit of
$9,962 for the three months ended and as of March 31, 2017, respectively.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of Hawk Street as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations and/or to successfully locate and negotiate with a
business entity for the combination of that target company with Hawk
Street.
Management will pay all expenses incurred by Hawk Street.
There is no expectation of repayment for such expenses.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past two years, the Company has issued common shares
pursuant to Section 4(2) of the Securities Act of 1933 at par as
follows:
On July 22, 2016. the Company issued the following shares of
its common stock:
Name Number of Shares
James Cassidy 10,000,000
James McKillop 10,000,000
One February 27, 2017, 19,500,000 of these 20,000,000 outstanding
shares were contributed to the Company by the two shareholders pro rata.
On February 28, 2017, the Company issued 5,000,000 shares as
follows:
4,800,000 Bardia Rahimzadeh
200,000 David Wise
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
SIGNATURES
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.
HAWK STREET ACQUISITION CORPORATION
By: /s/ Bardia Rahimzadeh
President, Chief Financial Officer
Dated: May 23, 2017