QDM International Inc. - Annual Report: 2014 (Form 10-K)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and stockholders of Dale Jarrett Racing Adventure, Inc.:

We have audited the accompanying balance sheet of Dale Jarrett Racing Adventure, Inc. (the “Company”) as of December 31, 2014, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to such financial statements, the Company has suffered recurring losses from operations and has working capital and stockholder deficits at December 31, 2014, and may need additional capital and/or debt infusions during the year ending December 31, 2015.These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

Frazier & Deeter, LLC

Tampa, Florida

April 15, 2015

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Dale Jarrett Racing Adventure, Inc.:

We have audited the accompanying balance sheet of Dale Jarrett Racing Adventure, Inc. (the “Company”) as of December 31, 2013, and the related statements of operations, stockholders' deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013, and the results of its operations, and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Kingery & Crouse, P.A.

Tampa, Florida

March 31, 2014

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DALE JARRETT RACING ADVENTURE, INC.

BALANCE SHEETS

DECEMBER 31, 2014 and 2013

See accompanying notes to financial statements.

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DALE JARRETT RACING ADVENTURE, INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

See accompanying notes to financial statements.

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DALE JARRETT RACING ADVENTURE, INC.

STATEMENT OF STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

See accompanying notes to financial statements.

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DALE JARRETT RACING ADVENTURE, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

See accompanying notes to financial statements.

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Dale Jarrett Racing Adventure, Inc.

Notes to Financial Statements

December 31, 2014 and 2013

Note 1. Organization, Significant Accounting Policies and Liquidity

Dale Jarrett Racing Adventure, Inc. (referred to as “we”, “us”, “our” or the “Company”) was incorporated in Florida on November 24, 1998.  The Company offers the “NASCAR” racing school to the public.  The Company owns numerous  “NASCAR” type racecars and has secured several racetrack locations at which it offers these services at various dates during the year.

Going Concern

Our accompanying financial statements contemplate the realization of assets and liquidation of liabilities in the normal course of business.  We have suffered recurring losses from operations and have stockholder and working capital deficits at December 31, 2014.   While a significant portion of (i) our net loss resulted from non-cash expenses, and (ii) our liabilities (i.e. the shareholder advance and approximately one half of our deferred revenues) are not expected to result in the outlay of cash in 2015) we recognize we will ultimately either need to increase revenues and/or raise additional debt or equity capital to sustain our operations.   We plan to continue close monitoring of general and administrative expenses in 2015, and may seek to reduce such expenses and we are also investigating the possibility of investing in an alternative business model.  Absent our ability to be successful in such endeavors, we may seek to raise capital from existing shareholders.   While we believe we will generate adequate cash to meet our commitments in 2015, there can be no assurance that our beliefs will come to fruition in which case we would most likely have difficulty continuing as a going concern.  The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern

Revenue Recognition

In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price to the student is fixed or determinable, and collectability of the sales price is reasonably assured.  The following policies reflect specific criteria for our various revenue streams:

·

Revenue is recognized at the time the product is delivered or the service is performed.  Provision for sales returns are estimated based on the Company’s historical return experience; however sales returns have not been significant due to the nature of the services we provide.

·

Deferred revenue is recorded for amounts received in advance of the time at which services are performed and included in revenue at the completion of the related services

Statements of Cash Flows

For purposes of the statements of cash flows, we consider all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.

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Accounts Receivable

Accounts receivable are stated at estimated net realizable value.  Accounts receivable are comprised of balances due from customer net of estimated allowances for uncollectible accounts.  In determining collectability, historical trends are evaluated and specific issues are reviewed to arrive at appropriate allowances.  There was no allowance at December 31, 2014 and 2013.

Spare Parts and Supplies

Spare parts and supplies are valued at the lower of cost or market on a first-in, first-out basis. At December 31, 2014 and 2013 spare parts and supplies include $143,369 and $138,065 respectively, of spare parts and tires used in the racecar operations, and finished goods (which are primarily promotional items that bear our logo), of $5,179 and $2,585, respectively.

Race Car Held For Sale

In the fourth quarter of 2014, we made the decision to sell our exotic race car. Because we sold the car in January 2015 for an amount approximating the net book value of the asset, such net book value was reclassified from property and equipment to current assets at December 31, 2014.  

Property and Equipment

Property and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the respective assets, ranging from 3 to 10 years.  Major additions are capitalized, while minor additions and maintenance and repairs, which do not extend the useful life of an asset, are expensed as incurred.

Long Lived Assets

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount.  No such impairment losses have been identified by the Company for the years ended December 31, 2014 and 2013.

Use of Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make certain 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.  The reported amounts of revenues and expenses may be affected by the estimates management is required to make.  Actual results could differ from those estimates.

Advertising Costs

Advertising costs are charged to operations when the advertising first takes place.  Advertising costs charged to operations were $223,873 and $372,419 for the years ended December 31, 2014 and 2013, respectively.

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Fair Value of Financial Instruments

At December 31, 2014, our short-term financial instruments consist primarily of accounts receivable, accounts payable, accrued expenses,  the advance from shareholder and long-term debt. The carrying amounts of these financial instruments approximate fair value because of their short-term nature.

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents.  As of December 31, 2014 and 2013, and periodically throughout such years, balances in various operating accounts exceeded federally insured limits.  We monitor our positions with, and the credit quality of, the financial institutions in which we maintain cash balances and we have not experienced any losses in such accounts.  We do not hold or issue financial instruments for trading purposes nor do we hold or issue interest rate or leveraged derivative financial instruments.

Segment Information

The Company follows Financial Accounting Standards Board (FASB) ASC 280-10, Segment Reporting.  Under ASC 280-10, certain information is disclosed based on the way management organizes financial information for making operating decisions and assessing performance.  We currently operate in a single segment and will evaluate additional segment disclosure requirements if we expand our operations.

Income Taxes

We compute income taxes in accordance with FASB ASC Topic 740, Income Taxes.  Under ASC-740, deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period.  Also, the effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date.  If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

We follow guidance in FASB ASC Topic 740-10, Accounting for Uncertainty in Income Taxes, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.

We do not believe we have taken any uncertain tax positions on any of our open income tax returns filed through the year ended December 31, 2014.  Our methods of tax accounting are based on established income tax principles in the Internal Revenue Code and are properly calculated and reflected within our income tax returns.  Due to the carryforwards of net operating losses, all of our federal and state income tax returns remain subject to audit.

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Stock-Based Compensation

We recognize stock based compensation in accordance with FASB ASC 718, Stock Compensation.   ASC 718 requires that the cost resulting from all share-based transactions be recorded in the financial statements. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The Statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.

Net Loss Per Common Share

We calculate net loss per share in accordance with ASC Topic 260, Earnings per Share.  Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period.  Diluted loss per share is calculated by dividing net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding.  

During periods in which we incur losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive.  At December 31, 2014 and 2013 we had no dilutive shares outstanding. .

Recent Accounting Pronouncements

We do not believe any recently issued accounting standards will have a material impact on our financial statements.

Reclassification

One amount in the 2013 statement of operations was reclassified to conform to the presentation in the 2014 financial statements.

Note 2.  Property and Equipment  

Property and equipment consist of the following at December 31, 2014 and 2013:

Depreciation charged to operations was $90,467 and $95,825 for the years ended December 31, 2014 and 2013, respectively, of which $85,854 and $93,569 is included in cost of sales and services for those years.

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Note 3. Long-term Debt

At December 31, 2014 and 2013, we were obligated under the following two notes payable:

·

A debt obligation entered in 2012 under a vehicle purchase contract having an initial principal balance of $23,935. The vehicle purchase loan is payable in monthly installments of $543, including interest at 4.24%, through January 2016, and is collateralized by a support vehicle acquired through the financing.  The balance of the note approximated $7,000 at December 31, 2014.

·

A debt obligation entered in 2013 under a vehicle purchase contract having an initial principal balance of $141,793. Prior to its repayment in January 2015, the loan was payable in monthly installments of $2,363, including interest at 4.99%, through July 2018, and was collateralized by a vehicle acquired through the financing.  We sold the vehicle in  January 2015 and paid the remaining balance of the indebtedness of approximately $93,000 at such time,  

Note 4. Stockholders’ Deficit

The following table summarizes the stock option activity during the years ended December 31, 2014 and 2013:

During April 2009, we extended the expiration date of 3,500,000 outstanding options for a period of five years.  All of these options were fully vested as of such date.   The exercise price remained at $.15 per share and the options expired on October 21, 2014.  

No compensation cost was recognized during 2014 or 2013 as a result of stock options.   We had no exercisable options outstanding at  December 31, 2014.   Furthermore, our options outstanding at December 31, 2013 did not have any intrinsic value .

Common stock issued upon the exercise of any future stock option grants would come from our authorized and unissued common shares.  

On May 14, 2013 we sold 2,500,000 shares of common stock to an accredited investor who owned 5% of our common shares prior to the sale.  The sale occurred at $0.04 per share for total proceeds of $100,000.

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On August 28, 2014 we entered into an employment agreement with a new officer to become our President.  This agreement included the issuance of 1,000,000 shares which vested immediately.   Because our stock price was $.05 on the date of the grant, we recognized stock based compensation expense of  $50,000 in 2014 as a result of this arrangement.   The employee was terminated in 2014 and we do not believe we have any further liability under such agreement.

On October 22, 2014 the Board authorized issuance of 50,000 shares of stock to each of two employees for services performed.  This issuance was recorded to compensation expense at a value of $4,000 as the stock price on that day was $0.04.

In December 2014, we agreed to grant 10,000,000 shares of our stock to the brother in law of our President and CEO as consideration for his assistance with the development of a new business opportunity. The shares were issued in 2015.   We recognized stock based compensation expense of approximately $300,000 under this arrangement in 2014 because the shares were immediately vested.

Note 5. Income Taxes

We have not provided for income taxes in 2014 or 2013 as a result of operating and tax losses.  We have net operating loss carryforwards at December 31, 2014 of approximately $4,300,000 that expire in various years through 2034.  We have fully reserved our net deferred income tax asset  since we are uncertain as to whether future income from operations will be available to utilize it.  The approximate deferred tax assets and liabilities,  assuming a blended state and federal rate of 40%,  and the related allowance are as follows:

The valuation reserve increased by $20,000 in 2014 and by $18,000 in 2013.

The provision (benefit) for income taxes differs from the amount computed by applying the statutory federal income tax rate to our loss  before  income taxes for the years ended December 31, 2014 and 2013.  Our  combined federal and state effective tax rate as a percentage before taxes for the years ended December 31, 2014 and 2013, approximated 40%,  The following are reconciliations of the income tax at the effective tax rate with the income tax at the U.S. federal statutory tax rate for the years ended December 31, 2014 and 2013:

Resumes:

Timothy B. Shannon.   Mr. Shannon has been President, Director and Chief Executive Officer of the Company since its inception in 1998.  Mr. Shannon became Chief Financial Officer in June 2005.   Mr. Shannon spent six years as a systems engineer and marketing representative with IBM after graduating in 1983 from the University of South Florida’s Engineering College with a degree in Computer Science.  From 1990 until 1994 Mr. Shannon was an investment advisor with Great Western Securities and Hearn Financial Services in Orlando, FL.  In 1995, he co-founded Shannon/Rosenbloom Marketing with Brian Rosenbloom, a former director of Dale Jarrett Racing Adventure, Inc.

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Ronda Robertson.   Ms. Robertson has been a marketing director of the Company since 2003.  In January 2012, Ms. Robertson was appointed to the position of Chief Operating Officer of the Company.  Before working with the Company, Ms. Roberston was the Vice President at Equity Marketing from 1990 through 2000, and the Vice President at Summit Marketing from 2000 through 2003.  Ms. Robertson studied at Maryville College in St. Louis between 1976 and 1979, but did not receive a degree.

Glenn Jarrett.  Mr. Jarrett has been a Director of the Company since its inception.  Mr. Jarrett works as an auto racing announcer and consultant.  Mr. Jarrett has been a senior motorsports announcer on radio since 1991.  He is a motorsports announcer (Pits) at contracted events and is the co-producer and co-host of the “World of Racing” radio program on MRN radio which airs weekdays.   Mr. Jarrett has an extensive background in auto racing.   He drove in the NASCAR Busch Series from 1982 to 1988 and ran a total of 18 NASCAR Winston Cup Races from 1977 to 1983.   Mr. Jarrett is the acting consultant and marketing coordinator for DAJ Racing, Inc. and has been a guest speaker at many auto racing and related functions.  Mr. Jarrett graduated from the University of North Carolina in 1972 with a Bachelor of Science degree in Business Administration.

Kenneth J. Scott.  Since 1985, Mr. Scott has been President of Kenneth J. Scott, P.A., an accounting firm that provides financial, tax and advisory services to a wide range of businesses and not-for-profit organizations throughout the state of Florida.  Mr. Scott has been a certified public accountant in the state of Florida since 1979.  He graduated from Rollins College with a Bachelor of Arts degree in Business Administration in 1978.

Committees of the Board of Directors

We do not have standing audit, nominating or compensation committees, or committees performing similar functions. Our board of directors believes that it is not necessary to have standing audit, nominating or compensation committees at this time because the functions of such committees are adequately performed by our board of directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Securities Exchange Act of 1934, as amended, an officer, director, or greater-than-10% shareholder of the registrant must file a Form 4 reporting the acquisition or disposition of registrant's equity securities with the Securities and Exchange Commission no later than the end of the second business day after the day the transaction occurred unless certain exceptions apply.  Transactions not reported on Form 4 must be reported on Form 5 within 45 days after the end of the registrant's fiscal year.  Such persons must also file initial reports of ownership on Form 3 upon becoming an officer, director, or greater-than-10% shareholder.  To our knowledge, based solely on a review of the copies of these reports furnished to it, the officers, directors, and greater than 10% beneficial owners complied with all applicable Section 16(a) filing requirements during 2013.

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Code of Ethics Policy

During July 2008, we adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Corporate Governance

There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors.  In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee financial expert.  Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.

Indemnification

The Company shall indemnify to the fullest extent permitted by, and in the manner permissible under the laws of the State of Florida, any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director or officer of the Company, or served any other enterprise as director, officer or employee at the request of the Company.  The board of directors, in its discretion, shall have the power on behalf of the Company to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he/she is or was an employee of the registrant.  

Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceedings) is asserted by such director, officer, or controlling person in connection with any securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE REGISTRANT FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE UNENFORCEABLE.

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ITEM 11. EXECUTIVE COMPENSATION

The following table set forth certain information as to the compensation paid to our sole executive officer.

Summary Compensation Table

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

There were no outstanding equity awards as of December 31, 2014 as all expired during 2014.

DIRECTOR COMPENSATION FOR 2014

The following table sets forth the compensation to our directors for 2014:

Director Compensation Table

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ITEM 12.  SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

The following tabulates holdings of shares of the Company by each person who, subject to the above, holds of record or is known by management to own beneficially more than 5.0% of the common shares and, in addition, by all directors and officers of the registrant individually and as a group.  Each named beneficial owner has sole voting and investment power with respect to the shares set forth opposite his name.

Shareholdings at April 15, 2015

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 (1)  The percentages are based upon 37,438,852 outstanding common shares.

The following information relates to the common shares beneficially owned by each of our directors and executive officers and all of our directors and executive officers as a group:

(1)  The address for each of the persons listed above is c/o Dale Jarrett Racing Adventure, Inc., 945 3^rd Avenue SE, Suite 102, Hickory, NC 28602.

(2)  The percentage is based upon 37,438,852 issued and outstanding common shares.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

During 2012 we received a $100,000 advance from a shareholder accruing interest at 5% per year with no payment terms specified.  As of December 31, 2014 none of the principal had been paid and the note balance included accrued interest of $10,110.

Director Independence.  The Company’s board of directors consists of Timothy Shannon, Glenn Jarrett and Kenneth Scott.  None of our directors are independent as such term is defined by a national securities exchange or an inter-dealer quotation system.  During the year ended December 31, 2014, there were no transactions with related persons other than as described in the section above entitled “Item 11.  Executive Compensation”.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees.  We paid aggregate fees and expenses of approximately $28,100 and $28,000, respectively, to Kingery & Crouse, P.A. during 2014 and 2013, respectively, for work completed for our annual audits and quarterly reviews of our financial statements.  

Tax Fees. We did not incur any aggregate tax fees and expenses from Kingery & Crouse, P.A. for the years ended December 31, 2014 and 2013, respectively, for professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees. We did not incur any other fees from Kingery & Crouse, P.A. during 2014 and 2013.

The board of directors, acting as the Audit Committee considered whether, and determined that, the auditor's provision of non-audit services was compatible with maintaining the auditor's independence.  All of the services described above for the years ended December 31, 2014 and 2013 were approved by the board of directors pursuant to its policies and procedures.

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Part IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1)  List of Financial statements included in Part II hereof

Balance Sheets, December 31, 2014 and 2013

Statements of Operations for the years ended December 31, 2014 and 2013

Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2014 and 2013

Statements of Cash Flows for the years ended December 31, 2014 and 2013

Notes to the Financial Statements

(a)(2) List of Financial Statement schedules included in Part IV hereof:  None.

(a)(3) Exhibits

The following exhibits are included herewith:

*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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Following are a list of exhibits which we previously filed in other reports which we filed with the SEC, including the Exhibit No., description of the exhibit and the identity of the Report where the exhibit was filed.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dale Jarrett Racing Adventure, Inc.

/s/ Timothy Shannon

By: Timothy Shannon

President

Date:  April 15, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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