BIOXYTRAN, INC - Quarter Report: 2009 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________.
COMMISSION FILE NUMBER 333-154912
AMERICAS DRIVING RANGES, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada |
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26-2797630 |
(State or jurisdiction of |
|
(I.R.S. Employer |
incorporation or organization) |
| Identification Number) |
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78365 Highway 111, #287 La Quinta, California |
|
92253 |
(Address of principal executive offices) |
| (Zip code) |
Registrants telephone number, including area code : (760) 360-9547
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 T No £
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 £ 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 o | Accelerated filer o |
Non-accelerated filer o | Smaller reporting company T |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes T No £
As of August 14, 2009, there were 5,390,500 outstanding shares of the issuer's Common Stock, $0.001 par value.
TABLE OF CONTENTS
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Page |
PART I - FINANCIAL INFORMATION |
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Item 1. Financial Statements |
4 |
Item 2. Managements Discussion and Analysis of Financial Condition |
|
and Results of Operations |
11 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
13 |
Item 4. Controls and Procedures |
13 |
PART II - OTHER INFORMATION |
|
Item 1. Legal Proceedings |
14 |
Item 1A. Risk Factors |
14 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
14 |
Item 3. Defaults Upon Senior Securities |
14 |
Item 4. Submission of Matters to a Vote of Security Holders |
14 |
Item 5. Other Information |
14 |
Item 6. Exhibits |
14 |
SIGNATURES |
15 |
2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
AMERICAS DRIVING RANGES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2009
3
AMERICAS DRIVING RANGES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
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June 30, 2009 |
| December 31, 2008 |
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|
| (Unaudited) |
| (Audited) |
ASSETS |
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| ||
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CURRENT ASSETS |
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| |||
| Cash |
| $ 34,978 |
| $ 542 | |
| Notes receivable, related party including interest of $85 |
14,585 |
| - | ||
| Note receivable including interest of $62 |
15,783 |
| - | ||
| Prepaids |
3,325 |
| - | ||
| Inventory |
2,340 |
| - | ||
|
|
Total assets |
$ 71,011 |
|
$ 542 | |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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| |||
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CURRENT LIABILITIES |
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|
| |||
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Accounts payable and accrued expenses |
$ 34,928 |
| $ 16,496 | ||
| Loans payable, related party |
- |
| 100 | ||
| Loans payable, current |
100 |
| - | ||
|
|
Total current liabilities |
35,028 |
|
16,596 | |
|
|
|
|
|
|
|
| Loans payable, long term |
2,000 |
| 4,000 | ||
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Total liabilities |
37,028 |
|
20,596 | |
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COMMITMENTS & CONTINGENCIES |
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STOCKHOLDERS' DEFICIT |
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Common stock: $0.001 par value; authorized 100,000,000 shares; |
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|
| ||
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issued and outstanding: 7,326,000 and 40,000,000 |
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|
| ||
|
as of June 30, 2009 and December 31, 2008 |
7,326 |
| 40,000 | ||
| Additional paid-in capital |
100,794 |
| (40,000) | ||
| Subscription receivable |
(4,500) |
| - | ||
| Accumulated deficit during the development stage |
(69,637) |
|
(20,054) | ||
|
|
|
|
|
|
|
|
|
Total stockholders' deficit |
33,983 |
| (20,054) | |
|
|
|
|
|
|
|
|
|
| Total liabilities and stockholders' deficit |
$ 71,011 |
|
$ 542 |
The accompanying notes are an integral part of these consolidated financial statements.
4
AMERICAS DRIVING RANGES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
|
| Three months |
| From inception |
| Six months |
| From inception |
| From inception |
|
|
|
| Ended |
| June 9, 2008 to |
| Ended |
| June 9, 2008 to |
| June 9, 2008 to |
|
|
|
| June 30, 2009 |
| June 30, 2008 |
| June 30, 2009 |
| June 30, 2008 |
| June 30, 2009 |
Revenues |
| $ - |
| $ - |
| $ - |
| $ - |
| $ - | ||
|
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|
|
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|
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General, selling and administrative |
|
|
|
|
|
|
|
|
| |||
| expenses |
36,379 |
| 13 |
| 49,252 |
| 13 |
| 69,197 | ||
Operating loss |
(36,379) |
|
(13) |
|
(49,252) |
|
(13) |
|
(69,197) | |||
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|
|
|
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Other income (expense): |
|
|
|
|
|
|
|
|
| |||
| Interest income |
147 |
| - |
| 147 |
| - |
| 147 | ||
| Interest expense |
(230) |
| - |
| (478) |
| - |
| (587) | ||
|
|
|
| (83) |
| - |
| (331) |
| - |
| (440) |
Net Loss |
|
$ (36,462) |
|
$ (13) |
|
$ (49,583) |
|
$ (13) |
|
$ (69,637) | ||
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Net loss per common share - basic and |
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|
|
|
|
|
|
|
| |||
| diluted |
| $ (0.00) |
| $ (0.00) |
| $ (0.00) |
| $ (0.00) |
|
| |
|
|
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|
|
|
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Weighted average number of common |
|
|
|
|
|
|
|
|
| |||
| shares outstanding |
39,803,022 |
| 40,000,000 |
| 40,121,961 |
| 40,000,000 |
|
|
The accompanying notes are an integral part of these consolidated financial statements.
5
AMERICAS DRIVING RANGES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
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| Six months |
| From inception |
| From inception | |
|
|
|
|
| Ended |
| June 9, 2008 to |
| June 9, 2008 to | |
|
|
|
|
|
June 30, 2009 |
| June 30, 2008 |
| June 30, 2009 | |
Cash Flows from Operating Activities: |
|
|
|
|
|
| ||||
| Net Loss |
| $ (49,583) |
| $ (13) |
| $ (69,637) | |||
| Common stock issued as gift |
| 520 |
| - |
| 520 | |||
| Adjustments to reconcile net loss to |
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|
net cash used by operating activities: |
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| |||
| Changes in assets and liabilities: |
|
|
|
|
| ||||
| (Increase) decrease notes receivable, |
|
|
|
|
| ||||
| related party, including interest |
(14,585) |
| - |
| (14,585) | ||||
| (Increase) decrease note receivable, including interest |
(15,783) |
| - |
| (15,783) | ||||
| (Increase) decrease prepaids |
| (3,325) |
| - |
| (3,325) | |||
| (Increase) decrease inventory |
| (2,340) |
| - |
| (2,340) | |||
| Increase (decrease) accounts payable |
|
|
|
|
|
| |||
| and accrued expenses |
18,432 |
|
- |
| 34,928 | ||||
|
|
|
Net cash used in operating activities |
| (66,664) |
|
(13) |
|
(70,222) | |
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|
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| |
|
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| |
Cash flows used in Investing Activities: |
|
- |
| - |
| - | ||||
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| |
Cash flows from Financing Activities: |
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|
|
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|
| ||||
|
| Proceeds from loan payable |
| 10,000 |
| - |
| 14,000 | ||
|
|
Payment of loan payable |
| (12,000) |
| - |
| (12,000) | ||
|
|
Loan payable, related party |
| - |
| 100 |
| 100 | ||
|
|
Common stock issued for cash |
| 103,100 |
|
- |
| 103,100 | ||
|
|
|
Net cash provided by financing activities |
| 101,100 |
|
100 |
| 105,200 | |
|
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| |
|
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| |
Net increase in cash |
| 34,436 |
| 87 |
| 34,978 | ||||
Cash, beginning of year |
| 542 |
| - |
| - | ||||
Cash, end of year |
|
$ 34,978 |
|
$ 87 |
|
$ 34,978 | ||||
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Cash paid for: |
|
|
|
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| ||||
| Interest |
| $ 163 |
| $ - |
| $ 163 | |||
| Income Taxes |
| $ - |
| $ - |
| $ - | |||
|
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Supplemental schedule of non-cash Investing |
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and Financing Activities: |
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| Loan payable, related party reclassified as |
|
|
|
|
|
| |||
| loan payable |
| $ 100 |
| $ - |
| $ 100 | |||
| Common stock issued as Founders' shares |
$ - |
| $ - |
| $ 40,000 | ||||
| Founders shares returned to treasury |
$ (34,270) |
| $ - |
| $ (34,270) | ||||
| Common stock issued as gifts |
$ 4,020 |
| $ - |
| $ 4,020 | ||||
| Gifted common stock returned to treasury |
| $ (3,500) |
| $ - |
| $ (3,500) | |||
| Subscription receivable |
| $ (4,500) |
| $ - |
| $ (4,500) |
The accompanying notes are an integral part of these consolidated financial statements.
6
AMERICAS DRIVING RANGES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Presentation and Organization and Significant Accounting Policies
Basis of Presentation and Organization
The accompanying Financial Statements of Americas Driving Ranges, Inc. (the "Company") should be read in conjunction with the Company's Prospectus on Form S-1/A Amendment No. 4 for the year ended December 31, 2008. Significant accounting policies disclosed therein have not changed.
Americas Driving Ranges, Inc. was incorporated in the state of Nevada on June 9, 2008 for the purposes of establishing a golf practice facility and driving range.
The Company is considered a development stage company. The accompanying financial statements have been prepared in accordance with the Statement of Financial Accounting Standards No.7 (SFAS) "According and Reporting by Development-Stage Enterprises." A development-stage enterprise in one in which planned principal operations has not commenced or if its operations have commenced, there has been no significant revenues there from.
The Company's fiscal year end is December 31st.
As used in these Notes to the Financial Statements, the terms the "Company", "we", "us", "our" and similar terms refer to Americas Driving Ranges, Inc.
Basis of Financial Statement Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, these interim condensed consolidated financial statements should be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its December 31, 2008 Prospectus on Form S-1/A Amendment No. 4. Operating results for the period ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.
Going Concern
The Companys financial statements are prepared using generally accepted accounting principles 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. Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of revenues sufficient to cover its operational costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Managements plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The Company has started selling stock upon the effectiveness of the Form S-1 Prospectus and the officers and directors have committed to advancing certain operating costs of the Company in order to execute the Companys business plan.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
7
New Accounting Pronouncements
In April 2009, the FASB issued FASB Staff Positions 115-2 and 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (FSP 115-2 and 124-2). FSP 115-2 and 124-2 amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. FSP 115-2 and 124-2 does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The Company adopted FSP 115-2 and 124-2 in the second quarter of 2009. FSP 115-2 and 124-2 did not have a material impact on the financial statements.
In April 2009, the FASB issued FASB Staff Position 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, (FSP 157-4). FSP 157-4 provides additional guidance for estimating fair value in accordance with SFAS No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. FSP 157-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP 157-4 is effective for interim and annual reporting periods ending after June 15, 2009. The Company adopted FSP 157-4 in the second quarter of 2009. FSP 107-1 did not have a material impact on the financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 165, Subsequent Events, (SFAS 165). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 applies to both interim financial statements and annual financial statements. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 does not have a material impact on our financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140, (SFAS 166). SFAS 166 eliminates the concept of a qualifying special-purpose entity, changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entitys continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company will adopt SFAS 166 in fiscal 2010. The Company does not expect that the adoption of SFAS 166 will have a material impact on the consolidated financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R), (SFAS 167). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010. The Company does not expect that the adoption of SFAS 167 will have a material impact on the consolidated financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, (SFAS 168). SFAS 168 replaces FASB Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles, and establishes the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (GAAP). SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Company will begin to use the new Codification when referring to GAAP in its annual report on Form 10-K for the fiscal year ending December 31, 2010. This will not have an impact on the consolidated results of the Company.
Note 2. Notes Receivable
During the six months ended June 30, 2009, the Company made payments of $5,721 on behalf of a non-related company. Based upon a verbal agreement, we have accounted for these payments as a non-interest bearing note receivable due upon demand.
In May 2009, we issued a note receivable to an unrelated third party for $10,000. This note is payable November 15, 2009 and bears a 5% interest per annum. As of June 30, 2009, we have recognized interest receivable of $62.
As of June 30, 2009, our notes receivable are deemed to be collectible in full.
8
Note 3. Related Party Notes Receivable
In May 2009, the Company loaned its Secretary $12,000. This note is payable November 15, 2009 and bears a 5% interest per annum.
In June 2009, the Company loaned its Secretary $2,500. This note is payable December 1, 2009 and bears a 5% interest per annum.
As of June 30, 2009, we have recognized interest receivable for both of these notes of $85. These notes are deemed to be collectible in full.
Note 4. Accrued Expenses
In 2008, the Company incurred legal fees of $10,000 in relation to the S-1 Prospectus filing. Per the terms of the contract, the fees are payable in August 2009 upon the closing of the offering providing that the offering is successful in selling the intended shares. At December 31, 2008, the Company determined that the likelihood of such an event to be probable. However, as of March 31, 2009, we reevaluated the likelihood of the success of our offering and have determined that, given the current economic conditions, there is a remote possibility that the legal fees will be paid by the Company. Based on our evaluation, we removed the $10,000 accrual of legal fees from our books and records as of March 31, 2009.
As of June 30, 2009, we have deemed the offering of our S-1 Prospectus filing successful and have accrued $10,000 legal fees in accordance with the original contract. As of the time of this filing, the payment has been made in full.
Note 5. Loans Payable
In September 2008, the Company entered into a promissory note for $4,000 due in 2010 which carries 10% interest. In April 2009, we made a principal payment of $2,000. As of June 30, 2009, we owe a principal balance of $2,000 and have recorded accrued interest of $276.
In January 2009, the Company authorized up to $50,000 six month, 10% Series A Senior (non-subordinated) Debentures to be issuable.
In February 2009, the Company issued a debenture for $10,000 at 10% per annum. This debenture and $310 in interest was paid in full in June 2009.
As of March 31, 2009 the company owed an officer $100 which is due on demand. In April 2009, the officer resigned from the Company. As of June 30, 2009, this loan has been reclassified as loans payable and remains unpaid.
No assets of the Company have been pledged in association with these notes.
Note 6. Common Stock
The Companys authorized common stock is 100,000,000 common shares with $0.001 par value.
No shares of common stock were issued in the first quarter of 2009.
During the second quarter of 2009, 1,076,000 shares of $0.001 par value common stock have been issued in conjunction with our S-1 filing for $0.10 per share. The Company received $103,100 for these subscriptions and has recognized $4,500 as subscription receivable at June 30, 2009. As of the time of this filing, the subscription receivable payment has been received.
During the second quarter of 2009, 34,270,000 shares of common stock were returned to the treasury by the officers and directors of the Company. These shares were originally issued as founders shares at the time of incorporation.
During the second quarter of 2009, the Company issued 520,000 shares of common stock to individuals. These shares were valued at $0.001 per share and have been recognized as gift expense of $520.
As of June 30, 2009, the Company has 7,326,000 shares of common stock issued and outstanding.
9
Note 7. Related Party Transactions
The Company neither owns nor leases any real or personal property. An officer or resident agent of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein.
The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts.
As of April 13, 2009, Chris Bellile, an officer and director, resigned from the Company. Bellile was a 50% shareholder in the Company. Upon her resignation, 99.9% of her shares were acquired equally by two independent parties. The acquirers were elected and appointed as officers and directors of the Company. Effective April 13, 2009 Paul Hait has been appointed as Secretary and a director of the Company and Dennis Cullison has been elected Treasurer and director of the Company.
Neither Mr. Hait nor Mr. Cullison expects to devote their full-time energies to the Companys business and affairs for the foreseeable future.
Note 8. Subsequent Events
On July 2, 2009, the Company issued 6,500 shares of common stock in relation to our S-1 filing for $650, or $0.10 per share.
On July 6, 2009, the Company issued 38,000 shares of common stock in relation to our S-1 filing for $3,800, or $0.10 per share.
In July 2009, 1,980,000 shares of common stock were returned to the treasury by officers and directors of the Company.
On July 2, 2009, the Company loaned its Secretary $2,000 payable on January 2, 2010 with 5% interest per annum.
On July 15, 2009, the Company loaned an unrelated third party $15,000 payable on January 15, 2010 with 5% interest per annum.
On July 28, 2009, the Company issued a debenture for $5,000 at 10% per annum. This debenture will be redeemed by the Company on the first day of the seventh month from the date of issuance.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
The following managements discussion and analysis ("MD&A") of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report. References in this section to "ADR," the "Company," "we," "us," and "our" refer to Americas Driving Ranges, Inc. unless the context indicates otherwise.
This interim report contains forward looking statements relating to our Company's future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects, intends, believes, anticipates, may, could, should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.
EXECUTIVE SUMMARY AND OVERVIEW
The Company has located a site to lease on a long term basis in the Coachella Valley in North Indio, California to erect a state of the art, high-tech golf practice and teaching facility plus full pro shop. The site is approximately ten acres in size. The facility will feature forty driving range stations having climate compensating misters and heaters, full lighting for night usage, automatic ball spotters, and computer aided video swing analysis. There will be four practice, regulation holes, plus sand, chipping and putting practice areas. A full professional and bi-lingual staff will be on hand to offer both English and Spanish instruction service to customers of all ages. The lease agreement has been fully negotiated and will be documented when the Company is able to financially make the lease payments. The lease has not been executed as of June 30, 2009.
The Coachella Valley is one of the prime golf areas in the world. There are over one hundred golf courses and four independent practice facilities in the market. The population of this market is now in excess of 250,000 people, growing rapidly, and seasonal visitors number over two million people per year. The golf courses have limited practice facilities which are generally for warm-up prior to regular play. Of the four competitive sites, only two have lighting, and none offer the array of technically based services the Company will offer.
DEVELOPMENT OF OUR BUSINESS
The key to the profitability of practice facilities is the driving range itself. This is due to selling the same product over and over again for the same price. Golf balls sold to customers to hit remain the property of the Company. A practice range golf ball will cost the Company an average of $0.25 and will withstand in excess of two hundred hits according to Golf Range Times Magazine. At $0.05 per hit, gross proceeds per ball can exceed $10.00 for a $.0.25 investment. According to Golf Range Times Magazine (www.golfrangetimes.com), automatic ball spotters (automated teeing devices), which the Company will install, have proven to increase the number of players by 10% and the number of balls hit in a given practice period by 37%. None of the competing facilities have offered this feature, nor do they offer bi-lingual teaching and service personnel to appeal to the broad spectrum of the market.
We intend to promote the driving range by the use of brochures and media advertising and direct calls to key resort facilities nearby.
Critical Accounting Estimates
The preparation of financial statements in conformity with accounting principals generally accepted in the United States of America required 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 financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates, based on historical experience, and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.
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Plan of Operation for the Next Twelve Months
Liquidity
We plan to focus on the development of our driving range during the next twelve months.
| June 30, 2009 | December 31, 2008 |
$ Change |
% Change |
Cash |
$ 34,978 |
$ 542 |
$ 34,436 |
6,353% |
Total current liabilities | $ 35,028 |
$ 16,596 |
$ 18,432 |
111% |
Cash proceeds from the sale of common stock | $ 103,700 |
$ - |
$ 103,700 |
100% |
We have financed our operations during the year through the use of cash on hand and the aging of our payables.
Cash on hand increased $34,436, as of June 30, 2009 compared to December 31, 2008. This increase is a result of the success of our S-1 offering in the second quarter of 2009.
As of June 30, 2009, we had total current liabilities of $35,028 compared to $16,596 as of December 31, 2008. The increase in total current liabilities is primarily a result of professional fees incurred that remain unpaid. The success of our S-1 Prospectus during the second quarter of 2009 allows us to begin making payments to our vendors in the third quarter of 2009.
For the remainder of the year ending 2009, we anticipate to incur normal reoccurring expenses of approximately $30,000 as a result of professional fees required for the compliance of our financial reporting. Additionally, business expenses will increase as we further pursue the development of our driving range.
Cash Flows and Capital Resources
Americas Driving Ranges, Inc. presently has limited cash with which to satisfy any future cash requirements. Americas Driving Ranges, Inc. will need a minimum of $100,000 to execute its business plan and to satisfy its cash requirements for the next twelve months. In order to raise this minimum amount of capital, Americas Driving Ranges, Inc. depends on the success of the S-1 Prospectus in selling at least 10% of the shares offered. The offering of our S-1 Prospectus closed on July 6, 2009 at which time we were successful in selling 11% of the shares offered. As of the time of this filing, we raised $112,050.
Americas Driving Ranges, Inc. does not anticipate any research and development of any products, nor does it expect to incur any research and development costs. Americas Driving Ranges, Inc. does not expect the purchase or sale of plant or any significant equipment, and it does not anticipate any change in the number of its employees, with the exception of the fact that it intends to hire employees. Americas Driving Ranges, Inc. has no current material commitments and has generated no revenue since its inception. We conservatively expect to attract one hundred customers a day. These customers will hit a minimum of one hundred balls at a cost of $0.05 per ball producing $500 per day in revenue. That represents $15,000 per month or 33% more than required to pay our minimum overhead cost.
Results of Operations for the three months ended June 30, 2009
Americas Driving Ranges, Inc. was incorporated on June 9, 2008, and as such has no meaningful results of operations for the three months ended June 30, 2008.
During the three months ended June 30, 2009, we recognized expenses of $36,379. Professional and legal fees of approximately $31,500 were incurred in relation to the preparation, review, and filing of our financial statements with the Securities and Exchange Commission. Other professional fees consisted of clerical and start-up fees necessary to develop our business.
Results of Operations for the six months ended June 30, 2009
Americas Driving Ranges, Inc. was incorporated on June 9, 2008, and as such has no meaningful results of operations for the six months ended June 30, 2008.
During the six months ended June 30, 2009, we recognized expenses of $49,252. Professional and legal fees of approximately $44,400 were incurred in relation to the preparation, review, and filing of our financial statements with the Securities and Exchange Commission. Other professional fees consisted of clerical and start-up fees necessary to develop our business.
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Commitment and Contingencies
None.
Off-Balance Sheet Arrangements
None.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to smaller reporting companies.
ITEM 4T. CONTROLS AND PROCEDURES.
(a) Disclosure Controls and Procedures
Based on the management's evaluation (with the participation of our President and Principal Financial Officer), our President and Principal Financial Officer has concluded that as of June 30, 2009, our disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d-15(e) under the Securities Exchange of 1934 (the "Exchange Act") are effective to provide reasonable assurance that the information required to be disclosed in this quarterly report on Form 10-Q is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
(b) Internal control over financial reporting
Management's quarterly report on internal control over financial reporting
This quarterly report does not include a report of managements assessment regarding internal control over financial reporting or an attestation report of the Companys registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission.
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PART II
OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
(1) Committees and financial reviews.
The board of directors has not established an audit committee. In addition, we do not have any other compensation or executive or similar committees. We will not, in all likelihood, establish an audit committee until such time as we increase our revenues, of which there can be no assurance. We recognize that an audit committee, when established, will play a critical role in our financial reporting system by overseeing and monitoring management's and the independent auditor's participation in the financial reporting process.
Until such time as an audit committee has been established, the board of directors will undertake those tasks normally associated with an audit committee to include, but not by way of limitation, the (i) review and discussion of the audited financial statements with management, and (ii) discussions with the independent auditors with respect to the matters required to be discussed by the Statement On Auditing Standards No. 61, "Communications with Audit Committees", as may be modified or supplemented.
ITEM 6 - EXHIBITS
(a) The following exhibits are filed with this report.
31.1 Rule 13a-14(a)/15d-14(a) Certifications.
32.1 Section 1350 Certifications.
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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.
AMERICAS DRIVING RANGES, INC.
(Registrant)
Dated August 14, 2009
By: /s/ John Birchard
John Birchard,
President/Director
(Principal 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.
By: /s/ John Birchard, PGA
John Birchard, PGA
President/CEO/Director
(Principal Financial Officer)
August 14, 2009
By: /s/ Paul Hait
Paul Hait
Secretary and Director
August 14, 2009
By: /s/ Dennis Cullison
Dennis Cullison
Treasurer and Director
August 14, 2009
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