Nevada | 91-1947658 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
11415 NW 123 Lane, Reddick, Florida | 32686 | |
(Address of principal executive offices) | (zip code) |
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | x |
(Do not check if a smaller reporting company) |
PART I - FINANCIAL INFORMATION | 3 | ||||
Item 1. | Financial Statements | 3 | |||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 11 | |||
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 16 | |||
Item 4. | Controls and Procedures | 16 | |||
PART II - OTHER INFORMATION | |||||
Item 1. | Legal Proceedings | 17 | |||
Item 1A. | Risk Factors | 17 | |||
Item 2. | Unregistered Sales Of Equity Securities And Use Of Proceeds. | 17 | |||
Item 4. | (Removed and Reserved). | 17 | |||
Item 5. | Other Information | 17 | |||
Item 6. | Exhibits | 18 | |||
SIGNATURES | 19 |
ASSETS
|
||||||||
March 31, 2011
|
September 30, 2010
|
|||||||
(Unaudited)
|
||||||||
CURRENT ASSETS
|
||||||||
Cash
|
$ | 371 | $ | 347 | ||||
Current assets of discontinued operations
|
- | 62,282 | ||||||
TOTAL CURRENT ASSETS
|
371 | 62,629 | ||||||
OTHER ASSETS
|
||||||||
Other assets of discontinued operations
|
- | 415,172 | ||||||
TOTAL ASSETS
|
$ | 371 | $ | 477,801 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable and accrued expenses
|
$ | - | $ | 15,900 | ||||
Officer Loan
|
53,500 | 15,000 | ||||||
Current liabilities of discontinued operations
|
- | 2,049,985 | ||||||
TOTAL CURRENT LIABILITIES
|
53,500 | 2,080,885 | ||||||
LONG- TERM LIABILITIES
|
||||||||
Long term liabilities of discontinued operations
|
- | 70,000 | ||||||
TOTAL LIABILITIES
|
53,500 | 2,150,885 | ||||||
STOCKHOLDERS' DEFICIT
|
||||||||
Preferred stock A, $0.001 par value; 5,000,000 shares authorized issued and outstanding
|
5,000 | 5,000 | ||||||
Preferred stock B, $0.001 par value; 5,000,000 shares authorized issued and outstanding
|
5,000 | 5,000 | ||||||
Common stock, $0.001 par value; 500,000,000 shares authorized;
|
||||||||
155,892 and 635,901 shares issued and outstanding
|
156 | 636 | ||||||
Additional paid-in capital
|
4,511,312 | 2,561,056 | ||||||
Accumulated deficit
|
(4,574,597 | ) | (4,244,776 | ) | ||||
TOTAL STOCKHOLDERS' DEFICIT
|
(53,129 | ) | (1,673,084 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$ | 371 | $ | 477,801 |
Three Months Ended March 31,
|
Six Months Ended March 31,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
General and administrative expenses
|
$ | - | $ | 133,036 | $ | 22,576 | $ | 136,072 | ||||||||
Total operating expenses
|
- | 133,036 | 22,576 | 136,072 | ||||||||||||
LOSS FROM CONTINUING OPERATIONS
|
- | (133,036 | ) | (22,576 | ) | (136,072 | ) | |||||||||
DISCONTINUED OPERATIONS (NET OF TAXES)
|
||||||||||||||||
Loss from operations (net of tax of $0)
|
- | (418,016 | ) | - | (575,827 | ) | ||||||||||
NET LOSS
|
$ | - | $ | (551,052 | ) | $ | (22,576 | ) | $ | (711,899 | ) | |||||
NET LOSS PER BASIC AND DILUTED SHARES
|
||||||||||||||||
Continuing operations
|
$ | - | $ | (0.22 | ) | $ | (0.08 | ) | $ | (0.23 | ) | |||||
Discontinued operations
|
$ | - | $ | (0.70 | ) | $ | - | $ | (0.98 | ) | ||||||
Total
|
$ | - | $ | (0.92 | ) | $ | (0.08 | ) | $ | (1.21 | ) | |||||
WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING
|
||||||||||||||||
BASIC AND DILUTED
|
155,892 | 596,940 | 296,447 | 589,015 |
Six Months Ended March 31,
|
||||||||
2011
|
2010
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss from continuing operations
|
$ | (22,576 | ) | $ | (136,072 | ) | ||
Adjustments to reconcile net loss to net cash
|
||||||||
provided by (used in) operating activities:
|
||||||||
Issuance stock for services
|
- | 115,000 | ||||||
Changes in assets and liabilities:
|
||||||||
Decrease in accounts payable and accrued expenses
|
(15,900 | ) | 6,000 | |||||
Net cash used in continuing activities
|
(38,476 | ) | (15,072 | ) | ||||
Net cash used in discontinued operations
|
- | (388,888 | ) | |||||
Net cash used in operating activities
|
(38,476 | ) | (403,960 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Net cash used in investing activities - discontinued
|
- | (40,612 | ) | |||||
Net cash used in investing activities
|
- | (40,612 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from officer loan
|
38,500 | 15,000 | ||||||
Net cash provided by financing activities - continuing
|
38,500 | 15,000 | ||||||
Net cash provided by financing activities - discontinued
|
429,500 | |||||||
Net cash provided by financing activities
|
38,500 | 444,500 | ||||||
NET INCREASE (DECREASE) IN CASH
|
24 | (72 | ) | |||||
CASH - BEGINNING OF PERIOD
|
347 | 491 | ||||||
CASH - END OF PERIOD
|
$ | 371 | $ | 419 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest paid
|
$ | - | $ | - | ||||
Income taxes paid
|
$ | - | $ | - | ||||
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
Discountinued operations
|
$ | 1,642,531 | $ | - | ||||
Cancellation of shares associated with reverse recapitalization
|
$ | 307,725 | $ | - |
•
|
|||
•
|
Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
||
•
|
Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
|
March 31,
2011
|
September 30,
2010
|
|||||||
(Unaudited)
|
||||||||
Cash
|
$ | - | $ | 1,197 | ||||
Accounts Receivable
|
- | 17,317 | ||||||
Prepaid Expenses
|
- | 43,768 | ||||||
PP&E - Net
|
- | 311,420 | ||||||
Investment in Af2 Operating Co.
|
- | 103,752 | ||||||
Total Assets
|
$ | - | $ | 477,454 | ||||
Accounts Payable
|
$ | - | $ | 584,433 | ||||
Short term loans
|
- | 904,941 | ||||||
Loans from related parties
|
- | 98,976 | ||||||
Short term credit line
|
- | 427,000 | ||||||
Deferred revenue
|
- | 34,635 | ||||||
Notes payable - related parties
|
- | 70,000 | ||||||
Total liabilities
|
$ | - | $ | 2,119,985 |
Six Months Ended March 31,
|
||||||||
2011
|
2010
|
|||||||
REVENUE
|
$ | - | $ | 595,476 | ||||
COST OF SALES
|
743,478 | |||||||
GROSS PROFIT (LOSS)
|
$ | - | $ | (148,002 | ) | |||
OPERATING EXPENSES
|
||||||||
Selling, general and administrative
|
- | 322,390 | ||||||
Depreciation
|
- | 32,171 | ||||||
Total Expenses
|
- | 354,561 | ||||||
LOSS BEFORE OTHER EXPENSES
|
(502,563 | ) | ||||||
OTHER EXPENSE
|
||||||||
Interest expense
|
- | (73,264 | ) | |||||
NET LOSS
|
$ | - | $ | (575,827 | ) |
EXHIBIT NUMBER | DESCRIPTION | |
31.1 | Certification of Principal Executive Officer pursuant to Sarbanes-Oxley Section 302 | |
32.1 | Certification of Chief Executive Officer pursuant to Sarbanes-Oxley Section 906 |
|
By:
|
/s/ RICHARD ASTROM | |
Date: May 23, 2011 | Name: Richard Astrom | ||
Title: Chief Executive Officer, Principal Accounting Officer, President, Director | |||
Exhibit 31.1 |
Certification of the Chief Executive Officer of Milwaukee Iron Arena Football, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
I, Richard Astrom, certify that:
1. I have reviewed this Form 10-Q of Milwaukee Iron Arena Football, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The Registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: May 23, 2011
/s/ RICHARD ASTROM
Richard Astrom
Chief Executive Officer, Principal Accounting Officer
Exhibit 32.1 |
Certification of the Chief Executive Officer of Milwaukee Iron Arena Football, Inc. pursuant to Section 906 of the Sarbanes Oxley Act of 2002 |
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Milwaukee Iron Arena Football, Inc. (the "Company") for the fiscal quarter ended March 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Richard Astrom, Chief Executive Officer of Milwaukee Iron Arena Football, Inc. , certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 23, 2011
/s/ RICHARD ASTROM
Richard Astrom
Chief Executive Officer, Principal Accounting Officer