UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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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 [X]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
Large accelerated filer [ ] | Accelerated filer [ ] |
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Non-accelerated filer [X] | Smaller Reporting Company |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act.)
The number of shares of the Registrant’s common stock, par value $.0001 per share, outstanding as of August 25, 2021 was
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Item 1. | Financial Statements |
HOOPS SCOUTING USA | ||
Condensed Balance Sheets | ||
(Expressed in U.S. dollars) | ||
September 30, 2020 | June 30, 2020 | |
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Assets |
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Current assets |
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Cash | ||
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Total assets | ||
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Liabilities and stockholders’ deficit |
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Current liabilities |
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Accounts payable and accrued liabilities | ||
Due to related party (Note 3) | ||
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Total current liabilities | ||
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Non-current liabilities |
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Loans payable (Note 5) | ||
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Total liabilities | ||
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Nature of operations and continuance of business (Note 1) |
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Subsequent event (Note 6) |
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Stockholders’ deficit |
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Common stock Authorized: | ||
Share subscriptions received (Note 4) | ||
Deficit | ( | ( |
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Total stockholders’ deficit | ( | ( |
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Total liabilities and stockholders’ deficit | ||
(The accompanying notes are an integral part of these condensed financial statements)
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HOOPS SCOUTING USA | ||||
Condensed statements of operations and comprehensive loss | ||||
(Expressed in U.S. dollars) | ||||
(unaudited) | ||||
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| Three months ended September 30, 2020 | Three months ended September 30, 2019 | |
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Expenses |
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General and administrative |
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Transfer agent |
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Total expenses |
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Net loss and comprehensive loss for the period |
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Loss per share, basic and diluted |
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Weighted average shares outstanding |
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(The accompanying notes are an integral part of these condensed financial statements)
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HOOPS SCOUTING USA
Condensed Statements of Stockholders’ Deficit
(Expressed in US dollars)
(unaudited)
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Balance, June 30, 2019 |
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Net loss for the period |
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Balance, September 30, 2019 |
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Balance, June 30, 2020 |
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Share subscriptions received |
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Net loss for the period |
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Balance, September 30, 2020 |
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(The accompanying notes are an integral part of these condensed financial statements)
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HOOPS SCOUTING USA | ||
Condensed statements of cash flows | ||
(Expressed in U.S. dollars) | ||
(unaudited) | ||
Three months ended September 30, 2020 | Three months ended September 30, 2019 | |
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Operating activities |
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Net loss | ( | ( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Accounts payable and accrued liabilities | ||
Due to related parties | ||
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Net cash used in operating activities | ( | ( |
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Financing activities |
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Proceeds from loans payable | ||
Proceeds from share subscriptions received | ||
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Net cash provided by financing activities | ||
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Change in cash | ( | |
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Cash, beginning of period | ||
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Cash, end of period | ||
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Supplemental disclosures: |
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Interest paid | ||
Income taxes paid | ||
(The accompanying notes are an integral part of these condensed financial statements)
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HOOPS SCOUTING USA
Notes to the condensed financial statements
September 30, 2020
(Expressed in U.S. dollars)
1.Nature of Operations and Continuance of Business
Hoops Scouting USA (the “Company”) was incorporated in the State of Wyoming on October 31, 2016. The Company is in the business of scouting high school and college basketball players in Colorado.
These interim condensed financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As at September 30, 2020, the Company has not generated any revenues, has a working capital deficit of $
2.Significant Accounting Policies
(a)Basis of Presentation
The accompanying interim condensed financial statements of the Company should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission for the fiscal year ended June 30, 2020. In the opinion of management, the accompanying interim condensed financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.
(b)Use of Estimates and Judgments
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. It also requires management to exercise its judgment in the processing of applying the Company’s accounting policies. The Company regularly evaluates estimates and assumptions related to deferred income tax valuation allowances. The Company bases its estimates and assumptions on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The impacts of such estimates and judgments are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates and judgments are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
(c)Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations
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HOOPS SCOUTING USA
Notes to the condensed financial statements
September 30, 2020
(Expressed in U.S. dollars)
3.Related Party Transactions
As at September 30, 2020 the Company owed $
4.Common Stock
During the period ended September 30, 2020, the Company received proceeds of $
5.Loans Payable
As at September 30, 2020, the Company owed $
6.Subsequent Event
Subsequent to September 30, 2020, the Company received $
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Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
Liquidity and Capital Resources
As of September 30, 2020, we had a cash balance and total assets of $27,543 compared to cash and total assets of $148 as at June 30, 2020. The increase in cash and total assets was due to the Company receiving proceeds of $16,000 from loans payable and $12,000 relating to share subscriptions for the issuance of common shares at $0.10 per share. As of the date of this filing, the common shares have not been issued. As at September 30, 2020, the Company owed $16,000 (June 30, 2020 - $nil) to non-related parties for loans payable, which are unsecured, non-interest bearing, and due on or before December 31, 2022. As at September 30, 2020, and June 30, 2020 we had total liabilities of $49,675 and $28,205 respectively. Our working capital deficit was $22,132 as at September 30, 2020 compared to $28,057 as at June 30, 2020.
During the period ended September 30, 2020, we did not issue any common shares. During the period ended September 30, 2020, the Company received proceeds of $12,000 relating to share subscriptions for the issuance of common shares at $0.10 per share. As of the date of this filing, the common shares have not been issued. Subsequent to September 30, 2020, the Company received $21,000 of share subscriptions for the issuance of common shares at $0.10 per share. As of the date of this filing, the common shares have not been issued.
Results of Operations
During the three months ended September 30, 2020, we incurred $6,075 of operating expenditures comprised of general and administrative and transfer agent fees compared to $28 for bank charges the three months ended September 30, 2019.
Cash Flows
During the three months ended September 30, 2020, we used $605 of cash for operating activities compared to the use of $28 for operating activities during the three months ended September 30, 2019. During the three months ended September 30, 2020 the Company entered into two loans for a total of $16,000 to non-related parties for loans payable. The amounts owing are unsecured, non-interest bearing, and due on or before December 31, 2022. The three months ended September 30, 2019 we did not have any investing or financing activities.
Trends
There is no assurance that we will be able to generate cash flows from our operations. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that we will be able to continue as a going concern.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
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Inflation
The effect of inflation on our revenues and operating results has not been significant.
Critical Accounting Policies
Our financial statements are presented in United States dollars and are prepared using the accrual method of accounting, which conforms to US GAAP.
We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
The financial statements as of and for the three months ended September 30, 2020 included herein, which have not been audited pursuant to the rules and regulations of the Securities and Exchange Commission, reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading.
Going Concern
The Company’s financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date, has a working capital deficit of $22,132 and has an accumulated deficit of $34,182. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management 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 and the reported amounts of revenues and expenses during the reporting periods presented. We are required to make judgments and estimates about the effect of matters that are inherently uncertain. Although, we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.
Recent Accounting Pronouncements
We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial position, future operations or cash flows.
Item 3. | Quantitative and Qualitative Disclosure about Market Risk |
None
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Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the evaluation, both the Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, were not effective as of September 30, 2020.
Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Act of 1934) that materially affected, or is reasonably likely to materially affect, such internal control over financial reporting during the quarter ended September 30, 2020.
Part II — OTHER INFORMATION
Item 1. | Legal Proceedings |
None.
Item 1A. | Risk Factors |
In addition to other information set forth in this report, you should carefully consider the risk factors described in our Registration Statement on Form S-1, which was declared effective on May 2, 2018. Those factors could materially affect our business, financial condition or future results. In addition, risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a materially adverse effect on our business, financial condition and/or operating results.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
None.
Item 3. | Defaults Upon Senior Securities |
None.
Item 4. | (Removed and reserved) |
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Item 5. | Other Information |
None.
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Item 6. | Exhibits |
Exhibit |
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| Description of Document |
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| Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
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| Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. | |
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| Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. | |
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| Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. | |
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| The following materials from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, formatted in XBRL (eXtensible Business Reporting Language): |
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* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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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.
| HOOPS SCOUTING USA | |
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Date: August 30, 2021 | By: | /s/ Jamie Oei |
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| Jamie Oei - Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer |
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