10-Q 1 equi_10q.htm FORM 10-Q equi_10q.htm


U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
Form 10-Q
 
(Mark One)
o
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2013
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File Number: 333-185267
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x No  o
 
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
x
(Do not check if a smaller reporting company)
     
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  x No  o

At September 30, 2013, there were no limited partnership interests outstanding.
 
 


 
 

 
 
Equisource Hotel Fund I, LLP
 
INDEX TO FORM 10-Q
 
FOR THE QUARTER ENDED September 30, 2013
 
     
Page
 
     
Number
 
PART I. FINANCIAL INFORMATION
       
           
Item 1.
Financial Statements        
           
 
Unaudited Condensed Balance Sheets as of September 30, 2013
    F-1  
           
 
Unaudited Condensed Statements of Operations for the three months and nine months ended September 30, 2013 and 2012 and for the period from Inception to September 30, 2013
    F-2  
           
 
Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2013and for the period from Inception to September 30, 2013
    F-3  
           
 
Notes to Unaudited Condensed Financial Statements
    F-4 to F-5  
           
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations     8  
           
Item 3. Quantitative & Qualitative Disclosures about Market Risks     10  
           
Item 4. Controls and Procedures     10  

PART II. OTHER INFORMATION
 
Item 1.
Legal Proceedings     12  
           
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds     12  
           
Item 3.
Defaults upon senior securities     12  
           
Item 4.
Submissions of matters to a vote of securities holders     12  
           
Item 5.
Other Information     12  
           
Item 6. Exhibits
    12  
           
Exhibit 31.1
 
   
Exhibit 32.1
 

 
2

 
 
PART I — FINANCIAL INFORMATION
 
Item 1. FINANCIAL STATEMENTS
 
Equisource Hotel Fund I, LLP
(A Development Stage Company)
Unaudited Condensed Balance Sheets
 
   
September 30,
2013
   
December 31,
2012
 
    (Unaudited)        
ASSETS
           
Current Assets
           
Cash
  $ 683     $ 2,329  
Prepaid Expense
    11,293       10,000  
TOTAL ASSETS
  $ 11,976     $ 12,329  
                 
LIABILITIES AND PARTNER EQUITY
               
                 
Current Liabilities
               
Accrued Liability
  $ -     $ -  
Due to Related Party
    40,910       10,000  
TOTAL LIABILITIES
    40,910       10,000  
                 
Partner Capital (Deficit)
               
Partnership Contributions
    5,500       5,500  
Deficit accumulated during development stage
    (34,434 )     (3,171 )
                 
TOTAL PARTNER CAPITAL (DEFICIT)
    (28,934 )     2,329  
                 
TOTAL LIABILITIES AND PARTNER CAPITAL (DEFICIT)
  $ 11,976     $ 12,329  

The accompanying notes are an integral part of these unaudited condensed financial statements.
 
 
F-1

 
 
Equisource Hotel Fund I, LLP
(A Development Stage Company)
Unaudited Condensed Statements of Operations
 
   
Three Months Ended
September 30, 2013
   
Nine Months Ended
September 30,
   
 For the period
from September
19, 2012
(inception) to September 30,
 
   
2013
   
2012
   
2013
   
2012
   
2013
 
Revenue
  $ -     $ -     $ -     $ -     $ -  
                                         
Expenses
                                       
Professional fees
    (2,480 )     (1,500 )     (4,248 )     (1,500 )     (5,748 )
Marketing
    (600 )             (600 )             (600 )
General and administrative
    (5,714 )     -       (6,096 )     -       (6,110 )
Legal fees paid by principal stockholder
    (18,785 )     -       (20,319 )     -       (21,976 )
                                         
Net loss
  $ (27,579 )   $ (1,500 )   $ (31,263 )   $ (1,500 )   $ (34,434 )

The accompanying notes are an integral part of these unaudited condensed financial statements.
 
 
F-2

 
 
September 30, 2013
Equisource Hotel Fund I, LLP
(A Development Stage Company)
Unaudited Condensed Statement of Cash Flows
 
   
Nine Months
Ended
September 30,
     From September 19, 2012 (inception) to September 30,  
   
2013
   
2012
   
2013
 
                   
Cash Flows from Operating Activities
 
 
   
 
   
 
 
Net Income
  $ (31,263 )   $ (1,500 )   $ (34,343 )
Adjustments to Reconcile Net Income to Net Cash used in Operations:
                       
Increase in Prepaid Expenses
    (1,293 )     -       (11,293 )
Net Cash (Used in) Operating Activities
    (32,196 )     (1,500 )     (45,727 )
                         
Cash Flows provided by Financing Activities
                       
Increase Due to Related Party
    30,910       -       40,910  
Partnership Contributions
    -       5,500       5,500  
Net Cash Provided by Financing Activities
  $ 30,910     $ -     $ 46,410.00  
                         
Net Change in Cash
    (1,646 )             683  
                         
Cash Beginning of Period
    2,329       -       -  
Cash End of Period
  $ 683     $ -     $ 683  
                         
Supplemental Schedule Cash Flow Information
                       
Cash Paid for Interest
  $ -     $ -     $ -  
Cash Paid for Taxes
  $ -     $ -     $ -  

The accompanying notes are an integral part of these unaudited condensed financial statements.

 
F-3

 
 
EQUISOURCE HOTEL FUND I, LLP
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013

Note 1 - NATURE OF OPERATIONS

EquiSource Hotel Fund I, LLP (the “Partnership”) was incorporated in the State of Nevada on September 19, 2012. The Partnership intends to invest in hotel properties situated in the southwest United States. The Partnership will purchase, manage, and dispose of revenue producing hotel assets. The Partnership is in the development stage, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915.  The Partnership’s planned primary operations have not fully commenced.  Management plans to seek funding from its potential, qualified limited partners to pursue its business plan.  Organizational and offering costs are, and will be, expensed as and when they are incurred.

We currently have no limited liability partners and one General Partner, Equisource Management, LLC.

Note 2 – SUMMARY OF SIGNIFICANT ACCOUTNING POLICIES
 
Basis of Presentation
 
The accompanying unaudited condensed financial statements include all the accounts of the Partnership. All information is reported in US dollars and was compiled and reported in accordance with generally accepted accounting principles in the United States.

Use of Estimates

Preparation of the condensed financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Partnership considers highly liquid financial instruments purchased with maturity of three months or less to be cash equivalents. The Partnership had no cash equivalents at  September 30, 2013 or December 31, 2012.

Income Taxes

The Partnership has elected to be taxed as a partnership under the Internal Revenue Code. Accordingly, no federal income tax is imposed as the partners include their respective shares of taxable income and losses on their individual income tax returns.

Net Loss per Partnership Unit

The basic earnings (loss) per partnership unit calculation is not applicable as the Partnership will be registered, but not traded. Therefore, no common shares will be issued.
 
 
F-4

 
 
Recently Issued Accounting Standards

In April 2013, the FASB issued ASU No. 2013-07, “Presentation of Financial Statements” (Topic 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard are effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.  

Note 3 – GOING CONCERN
 
The Partnership’s unaudited condensed financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.  This contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As of September 30, 2013, The Partnership incurred an accumulated deficit of $34,434 during development stage, and a negative working capital of $ 28,934. The Partnership began its offering raise in September 2013; and, as of the date of this writing does not have a source of revenue sufficient to cover its operational costs, raising doubt about its ability to continue as a going concern. The Partnership will be dependent upon the raising of additional capital through placement of partnership interests in order to implement its business plan.  There can be no assurance that the Partnership will be successful in this situation in order to continue as a going concern. 
 
Note 4 – NOTE PAYABLE -RELATED PARTY
 
As of September 30, 2013, the Partnership had received $5,500 from the founder/manager.

As of September 30, 2013, the Partnership had $40,910 due to related party for professional and legal expenses paid on behalf of the Partnership.

Note 5 – CONTINGENCIES
 
Some of the officers and directors of the Partnership are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Partnership and other business interests. The Partnership has not formulated a policy for the resolution of such conflicts.
 
Note 6 - ISSUANCE OF LIMITED PARTNERSHIP UNITS
 
The Partnership commenced the sale of Limited Partnership Units in September 2013.  25,000 Partnership Units are held out for sale, with a par value of $1,000 each.  The minimum unit purchase is 5 units, or an investment of $5,000.  To date, 417 units have been sold.  Funds related to these sales are currently held in escrow and not released to the Partnership.  Funds will not be released, and extended Partnership operations will not continue, until 1,000 units have been sold and $1,000,000 is aggregated in the escrow account. Therefore, if the Partnership is unable to sell 1,000 shares, all money is returned and no shares are issued.  Selling costs will be borne by the Partnership at a future date.

 
F-5

 
 
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in this report and those in our 424(b)(3) Prospectus filed on August 8, 2013, our 8-k filed on August 8, 2013, and our S-1 registration statement deemed effective on April 29, 2013. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in such forward-looking statements as a result of certain factors, including but not limited to, those described under “Risk Factors” included in Part II, Item IA of this report.

Background Overview
 
Equisource Hotel Fund I, LLP is a development stage company incorporated in the State of Nevada in September of 2012. We were formed to engage in the business of purchasing hotels for the purpose of renovating, managing, and disposing of within five years.
 
Since our inception on September 19, 2012, we have not generated any revenues and will incur a net loss. In our most recent period, we commenced marketing our stock but have not actually sold any stock as any funds raised are currently in an escrow account and those subscribers are not yet limited partners of the Company until we reach our minimum raise amount of $1,000,000 and break escrow. We currently have $683 in cash and $11,293 in prepaid expenses as our only assets. There can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flows from property revenue will be adequate to maintain our business. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements included in the registration statement.
 
In the event we are only able to sell $1,000,000 of this offering, our minimum amount, we still believe we will be able to scale our operations successfully by locating appropriate sources of capital for our real estate acquisitions such as bank financing. We will also only seek hotel properties that we believe we can afford, renovate, and manage, and will produce the most effective and safe yield. We may also look to our General Partner for additional capital.
 
We understand a lack of capital will limit our abilities to purchase hotels. Also, we understand that with the lack of capital comes a lack of negotiating leverage for the best real estate deals with the greatest security. Therefore, in the event we are unable to obtain sufficient capital, we may not realize the most  lucrative hotel purchases.

On August 10, 2013, our registration statement was deemed effective by the state of Nevada and we commenced fundraising.

Results of Operations for the Quarter ending September 30, 2013
 
 
8

 
 
Assets
 
Currently, we have $683 in cash which is our only asset.
 
Operating Expense

Total operating expenses for the three months ended September 30, 2013 were $27,579 and were mostly for legal expenses related to our S-11 registration statement. This is compared to expenses of $34,434 for the period ended September 30, 2013 since inception.

Net Loss

Net loss for the three months ended September 30, 2013 was $(27,579) and $(31,263) for the nine months ended September 30, 2013 compared to the period ended September 30, 2013 since inception of $(34,434) meaning we incurred most of our expenses in the nine months ending September 30, 2013. Again, most of these expenses were related to our S-11 registration statements, costs associated with legal fees and audit fees.
 
Liquidity and Capital Resources
 
At September 30, 2013, we had $683 in cash.

Critical Accounting Policies and Estimates

Our critical accounting policies are disclosed in our S-11 Registration Statement. During the three months ended September 30, 2013 there have been no significant changes in our critical accounting policies.

Recent Accounting Pronouncements

Recent accounting pronouncements are disclosed in our S-11 Registration Statement, deemed effective with the Securities and Exchange Commission on June 10, 2013. During the three and nine months ended September 30, 2013 there have been no new accounting pronouncements which are expected to significantly impact our consolidated financial statements.

The Company has $683 in cash. The investigation of prospective financing candidates involves the expenditure of capital.  The General Partner has invested up to $40,910 and has committed to investing up to $50,000 into the Company. The Company is committed to raising a minimum of $1,000,000 from the sale of it limited liability partnership units prior to commencing operations. In their 8-k filed on August 8, 2013, the Company provided an escrow agreement with their escrow agent for the minimum subscription amount and an agreement stating the General Partner’s commitment to investing an additional $34,500.
 
If the Company is unable to raise the minimum subscription amount of $1,000,000 within 120 days of receiving its first subscription agreement, the Company may not be able to deploy its business plan. In this case, the escrow agent will return funds to subscribers.
  
If we purchase a hotel and have funds available, but not enough funds available to actually purchase an additional property or provide for a down payment on an additional property, we intend to return funds and reduce capital accounts of the limited partners.
 
 
9

 
 
Equity Distribution to Management
 
Since our incorporation, we have raised capital through private sales of our general partnership interests to our General Partner. We currently do not have any limited liability partnership units outstanding.

Off-Balance Sheet Arrangements
   
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative & Qualitative Disclosures about Market Risks

Not applicable.

Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
 
The Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2013.  This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer, and chief financial officer / principal financial officer who concluded that our disclosure controls and procedures are currently effective to ensure that all material information required to be filed in the quarterly report on Form 10-Q has been made known to them.
 
For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seg.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  Disclosure, controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by in our reports filed under the Securities Exchange Act of 1934, as amended (the "Act") is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
Based upon an evaluation conducted for the period ended September 30, 2013, our Chief Executive Officer and Chief Financial Officer as of September 30, 2013, and as of the date of this Report, has concluded that as of the end of the periods covered by this report, he has identified no material weakness of Company internal controls.
 
Corporate expenses incurred are processed and paid by the officer of the Company.  The current number of transactions is not sufficient to justify the retaining of additional accounting personnel.
 
 
10

 
 
Management’s Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles in the United States of America.  Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
 
Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.  Based on its evaluation, our management concluded that, as of September 30, 2013, our internal control over financial reporting was effective.
 
This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this quarterly  report.
 
Changes in Internal Controls over Financial Reporting
 
We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
11

 
 
PART II. OTHER INFORMATION
 
Item 1. LEGAL PROCEEDINGS

None
 
Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None
 
Item 3.  DEFAULTS UPON SENIOR SECURITEIES
 
None

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
None

Item 5.  OTHER INFORMATION
 
None
 
Item 6. EXHIBITS
 
(a) Exhibits:
 
Number
 
Description
31.1
 
Certification of Chief Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
     
32.1
 
Certification of Chief Executive and Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
 
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
** 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.
 
 
12

 
 
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.
 
 
  Equisource Hotel Fund I, LLP  
       
Date: November 18, 2013
By:
/s/ Andrew Jolley  
    Managing Member of our General Partner, Equisource Management, LLC  
  Name: Andrew Jolley  
    (Principal Executive Officer)  
 
 
Date: November 18, 2013
By:
/s/ Andrew Jolley  
    Managing Member of our General Partner, Equisource Management, LLC  
  Name: Andrew Jolley  
    (Principal Financial Officer, and Principal Accounting Officer)
 
 
 13