UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
For the quarterly
period ended
OR
For the transition period from ________ to _________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
____________________________________________
(Former Name, former address and former fiscal year, if changed since last report)
Securities registered under Section 12(b) of the Exchange Act:
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.
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 for 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 non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, ” "non-accelerated filer ," “ smaller reporting company, ” and “ emerging growth company ” in Rule 12b-2 of the Exchange Act. (Check one):
| Large, accelerated filer | [_] | Accelerated filer | [_] |
| [X] | Smaller reporting company | [ | |
| Emerging growth company | [ | ||
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
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). Yes
As of August 15, 2024,
there were
TABLE OF CONTENTS
| Page | ||
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 19 |
| Item 4. | Controls and Procedures | 19 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 21 |
| Item 1A. | Risk Factors | 21 |
| Item 2. | Unregistered Sale of Equity Securities and Use of Proceeds | 21 |
| Item 3. | Defaults Upon Senior Securities | 21 |
| Item 4. | Mine Safety Disclosures | 21 |
| Item 5. | Other Information | 21 |
| Item 6. | Exhibits | 21 |
| SIGNATURES | 22 | |
PART I
Item 1. Financial Statements.
| SAXON CAPITAL GROUP, INC. | ||||||||
| CONDENSED BALANCE SHEETS | ||||||||
JUNE 30, 2024 (Unaudited) | DECEMBER 31, 2023 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable and Accruals | $ | $ | ||||||
| Accruals - Related Parties | ||||||||
| Note Payable - Related Party | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 7) | ||||||||
| Shareholders' Deficit | ||||||||
| Preferred Stock, $ | ||||||||
| Series A Preferred Stock, $ | ||||||||
| Common Stock, $ | ||||||||
| Additional Paid In Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Shareholders' Deficit | $ | $ | ||||||
| The accompanying notes are an integral part of these condensed unaudited financial statements. | ||||||||
| 1 |
| SAXON CAPITAL GROUP, INC. | ||||||||||||||||
| CONDENSED UNAUDITED STATEMENTS OF OPERATIONS | ||||||||||||||||
| FOR THE THREE MONTHS ENDED JUNE 30, | FOR THE SIX MONTHS ENDED JUNE 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| OPERATING LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||
| LOSS BEFORE TAXES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| TAXES | ||||||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| The accompanying notes are an integral part of these condensed unaudited financial statements. | ||||||||||||||||
| 2 |
| SAXON CAPITAL GROUP, INC. | ||||||||||||||||||||||||||||
CONDENSED UNAUDITED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 | ||||||||||||||||||||||||||||
| Series A Preferred Shares | Common Shares | Additional Paid-In | (Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit) | Total | ||||||||||||||||||||||
| THREE MONTHS | ||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss for the period | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss for the period | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| SIX MONTHS | ||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss for the period | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss for the period | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these condensed unaudited financial statements. | ||||||||||||||||||||||||||||
| 3 |
| SAXON CAPITAL GROUP, INC. | ||||||||
| CONDENSED UNAUDITED STATEMENTS OF CASH FLOWS | ||||||||
| FOR THE SIX MONTHS ENDED | ||||||||
| JUNE 30, | ||||||||
| 2024 | 2023 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | — | — | ||||||
| Changes in working capital items: | ||||||||
| Accounts Payable and Accruals | ( | ) | ||||||
| Accruals - Related Parties | ||||||||
| Net Cash Flows Used in Operating Activities | ( | ) | ( | ) | ||||
| Net Cash Flows from Investing Activities | ||||||||
| Cash Flows from Financing Activities | ||||||||
| Note Payable - Related Party | ||||||||
| Net Cash Flows from Financing Activities | ||||||||
| Net Change in Cash: | ||||||||
| Beginning Cash: | $ | $ | ||||||
| Ending Cash: | $ | $ | ||||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for tax | $ | $ | ||||||
The accompanying notes are an integral part of these condensed unaudited financial statements. | ||||||||
| 4 |
SAXON CAPITAL GROUP, INC.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023
NOTE 1. NATURE OF OPERATIONS
Nature of Business
Saxon Capital Group Inc., formerly Atlas Technology Group Inc., is a SEC reporting shell company. There is no established public trading market for our shares which are quoted on the OTC Markets platform and are eligible for Unsolicited Quotes Only. We believe this is due to there being no broker dealers willing to quote our stock. We intend to seek approval for our shares of common stock to be traded on the Pink Sheets again. Once relisted on the Pink Sheets, we will then seek to merge with an entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no guarantee that we will be successful in becoming relisted on the Pink Sheets and no potential merger candidate has been identified at this time.
Saxon Capital Group Inc. (“the Company,” “We," "Us," or “Our’) was incorporated under the laws of State of Delaware as on July 12, 2022.
Atlas Technology Group, Inc., a Florida corporation, merged into Saxon Capital Group, Inc effective from August 30, 2022. Now the surviving entity is Saxon Capital Group, Inc.
Effective May 29, 2021, we entered into an agreement with Corporate Excellence Consulting Inc. (“CECI”), our then controlling shareholder, and Mr. David Cutler (“Mr. Cutler”) (“the Agreement”) under which:
|
| - | CECI surrendered, and we cancelled, the single outstanding share of Series A Preferred Stock. The single outstanding share of Series A Preferred Stock carried super preferred voting rights enabling the holder to vote the equivalent of
|
| - | We issued a new share of Series A Preferred Stock, carrying the same super preferred voting rights described above, to Mr. Cutler. As a consequence of this issuance, Mr. Cutler became our new controlling shareholder,
| |
| - | Mr. Cutler was appointed as a director of ours and as our Chief Financial Officer,
| |
| - | Mr. Cutler paid $
| |
| - | Mr. Cutler undertook to pay a further $
| |
| - | CECI agreed to accept the $ |
The initial payment of $
There is no guarantee that it will be possible to complete the remaining terms of the Agreement.
Effective November 10, 2021, the Board of directors recommended, and the holder of a majority of the voting power of our outstanding common stock voted, to approve the following items:
| - |
| 5 |
| - |
Effective November 17, 2022 Board of Director approved the following actions to:
| - | Cancel all |
| - | Increase the number of shares authorized Series A Preferred Stock
from |
| - |
| - |
History
Saxon Capital Inc. was incorporated in the state of Nevada in August 1996 under the name Pan World Corporation. In November 1999, the Company changed its name to Tribeworks, Inc. and redomiciled to the state of Delaware. In August 2007, the Company changed its name to Atlas Technology Group, Inc. In August 2015, the Company redomiciled to the State of Florida. In December 2015, the Company changed its name to Moxie Motion Pictures, Inc. In November 2018, the Company changed its name back to Atlas Technology Group, Inc. On August 30, 2022, Atlas Technology Group, Inc. merged into Saxon Capital Group, Inc. and redomiciled from State of Florida to State of Delaware. Now the surviving corporation is Saxon Capital Group, Inc. On September 19, 2023, shareholder notice of corporate pursuant to Section 204 of the Delaware General Corporation Laws, on July 31, 2023, the company, as approved by the Board of Directors and the written consent of a majority of the shareholders, ratified a redomicile which was effective July 27, 2015.
Since its Inception in August 1996, the Company has at various times been involved in the following business activities: software sales, provision of information technology application support services, distribution of energy efficient lighting products and movie production and talent management.
By December 31, 2018, the Company had ceased all operations and had disposed of all its former operating subsidiaries.
Impact of the Ukrainian and Israeli Conflicts
We believe that the conflicts involving Ukraine and Israel do not have any direct impact on our operations, financial condition, or financial reporting. We believe the conflicts will have only a general impact on our operations in the same manner as it is having a general impact on all businesses that have their operations limited to North America resulting from international sanction and embargo regulations, possible shortages of goods and goods incorporating parts that may be supplied from countries involved in the conflicts, supply chain challenges, and the international and US domestic inflation resulting from the conflict and government spending in relation to the conflicts. As our operations are related only to the small business loans in North America, we do not believe we will be targeted for cyber-attacks related to the conflicts. We have no operations in the countries directly involved in the conflict or are specifically impacted by any of the sanctions and embargoes, as we principally operate solely in the United States. We do not believe that the conflicts will have any impact on our internal control over financial reporting. Other than general securities market trends, we do not have reason to believe that investors will evaluate the company as having special risks or exposures related to the conflicts.
| 6 |
NOTE 2. GOING CONCERN
Our financial statements are prepared using
accounting principles generally accepted in the United States of America (“GAAP”) applicable to a going concern, which
contemplate the realization of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business
or income and for the six months period ended June 30, 2024 we incurred a loss of $
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
This summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to GAAP and have been consistently applied. The Company has selected December 31 as its financial year end.
Interim Financial Statements
The accompanying unaudited interim condensed financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in shareholders’ deficit and cash flows as of and for the six months ended June 30, 2024 and for the related periods presented, have been included. The results for the six-month period ended June 30, 2024 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto for the years ended December 31, 2023 included in our Form 10-K filed on April 15, 2024.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents:
We maintain cash balances in a non-interest-bearing
account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid
investments with a maturity of three months or less are considered to be cash equivalents. As of June 30, 2024 and December 31,
2023, our cash balances were $
| 7 |
Fair Value Measurements:
ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.
Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.
Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.
Our financial instruments consist of our accounts payable and accruals, accruals - related parties and note payable – related party. The carrying amount of our accounts payable and accruals, accruals - related parties and note payable – related party approximates their fair values because of the short-term maturities of these instruments.
Related Party Transactions:
A related party is generally defined as (i)
any person that holds
Leases:
We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in our balance sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the balance sheet.
ROU assets represent the right to use an asset for the lease term and lease liability represent the obligation to make lease payment arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases doesn’t provide an implicit rate. We generally use the incremental borrowing rate on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating ROU asset also includes any lease payments made and exclude lease incentives. Lease expense for lease payment is recognized on a straight-line basis over lease term.
The Company was not party to any lease transaction for the six months ended June 30, 2024 and 2023.
| 8 |
Income Taxes:
The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Uncertain Tax Positions:
We evaluate tax positions in a two-step process.
We first determine whether it is more likely than not that a tax position will be sustained upon examination, based on the technical
merits of the position. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine
the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that
is greater than
Revenue Recognition:
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
Step 1: Identify the contract(s) with customers.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to performance obligations.
Step 5: Recognize revenue when the entity satisfies a performance obligation.
As the Company had no business operations during the six months period ended June 30, 2024 and 2023, we have not identified specific planned revenue streams.
During the six-month periods ended June 30, 2024 and 2023, we did not recognize any revenue.
Advertising Costs:
We expense advertising costs when advertisements occur. No advertising costs were incurred during the six-month periods ended June 30, 2024 or 2023.
Stock-Based Compensation:
The cost of equity instruments issued to employees and non-employees in return for goods and services is measured by the grant date fair value of the equity instruments issued in accordance with ASC 718, Compensation – Stock Compensation. The related expense is recognized as services are rendered or vesting periods elapse.
Net Loss per Share Calculation:
Basic earnings (loss) per common share ("EPS") is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
| 9 |
Recently Accounting Pronouncements:
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.
NOTE 4. ACCOUNTS PAYABLE AND ACCRUALS
As of
June 30, 2024 and December 31, 2023, the balance of accounts payable and accruals totaled $
NOTE 5. ACCRUALS - RELATED PARTIES
As of June 30, 2024 and December 31, 2023,
the balance of accruals- related parties totaled $
These accruals relate to consulting fees due
to our current controlling shareholder, director and chief financial officer ($
NOTE 6. NOTE PAYABLE – RELATED PARTY
As of June 30, 2024 and December 31, 2023,
the balance of note payable – related party totaled $
During the six months period ended June 30,
2024, our controlling shareholder, director and chief financial officer, advanced to us $
The promissory note is unsecured, due on demand and interest free.
NOTE 7. COMMITMENTS & CONTINGENCIES
Legal Proceedings
We were not subject to any legal proceedings during the six-month periods ended June 30, 2024 or 2023, and, to the best of our knowledge, no legal proceedings are pending or threatened.
Contractual Obligations
We are not party to any contractual obligations at this time.
NOTE 8. SHAREHOLDERS’ DEFICIT
Preferred Stock
We are authorized to issue
Effective November 17, 2022 Board of Director approved the following actions to:
| - | Cancel all |
| 10 |
| - | Increase the number of shares authorized Series A Preferred Stock
from |
As on June 30, 2024, there are
Series A Preferred Stock
As of June 30, 2024, we were authorized to
issue
The share of Series A Preferred Stock carried
super majority voting rights such that it can vote the equivalent of
The share of Series A Preferred Stock was convertible
into
As described above, effective May 29, 2021,
the
Further on May 29, 2021, we issued a new share
of Series A Preferred Stock, valued by an independent, third party valuation company at $
However, effective November 25, 2022, the single
share of Series A Preferred Stock issued and outstanding was forward split in the ratio of
The single share of Series A Preferred Stock
originally carried super majority voting rights such that it could vote the equivalent of
Subsequently
the super majority voting power of the single share of Series A Preferred Stock was increased from
As of June 30, 2024 and December 31, 2023, 501 shares of Series A Preferred Stock were issued and outstanding respectively.
Common Stock
As of
June 30, 2024, we were authorized to issue
No shares of common stock were issued during the six months ended June 30, 2024 or 2023.
Effective November 10, 2021,
Effective November 25, 2022,
| 11 |
As of June 30, 2024 and December 31, 2023,
Warrants
No warrants were issued or outstanding during the six-month periods ended June 30, 2024 and 2023.
Stock Options
We currently have no stock option plan.
No stock options were issued or outstanding during the six-month periods ended June 30, 2024 and 2023.
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events after June 30, 2024, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined there have been no subsequent events for which disclosure is required.
| 12 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
Certain statements made in this quarterly report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this quarterly report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the registrant or any other person that the objectives and plans of the registrant will be achieved.
Substantial risks exist with respect to an investment in the Company. These risks include but are not limited to, those factors discussed in our Annual Report on Form 10-K for the fiscal years ended December 31, 2023, filed with the Securities and Exchange Commission (“Commission”) on April 15, 2024. More broadly, these factors include, but are not limited to:
| ● | We have incurred significant losses and expect to incur future losses; |
| ● | Our current financial condition and immediate need for capital; |
| ● |
Potential significant dilution resulting from the issuance of new securities for any funding, debt conversion or any business combination; and |
| ● | We are a “penny stock” company. |
OVERVIEW
Saxon Capital Group, Inc., formerly Atlas Technology Group, Inc., a Delaware corporation, (“the Company”, “We", "Us" or “Our’) is a SEC reporting shell company. There is no established public trading market for our shares which are quoted on the OTC Markets platform and are eligible for Unsolicited Quotes Only. We believe this is due to there being no broker dealers willing to quote our stock. We intend to seek approval for our shares of common stock to be traded on the Pink Sheets again. Once relisted on the Pink Sheets, we will then seek to merge with an entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no guarantee that we will be successful in becoming relisted on the Pink Sheets and no potential merger candidate has been identified at this time.
Saxon Capital Group Inc. (“the Company,” “We," "Us," or “Our’) was incorporated under the laws of State of Delaware as on July 12, 2022.
Atlas Technology Group, Inc., a Florida corporation, merged into Saxon Capital Group, Inc effective from August 30, 2022. Now the surviving entity is Saxon Capital Group, Inc.
PLAN OF OPERATION
Our plan of operation is to obtain debt or equity finance to meet our ongoing operating expenses and attempt to relist our shares of common stock on the Pink Sheets and then merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that any of the events can be successfully completed, that our shares of common stock will be relisted on the Pink Sheets, any such business will be identified or that any stockholder will realize any return on their shares after such a transaction has been completed. In particular, there is no assurance that any such business will be located
| 13 |
or that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.
As of June 30, 2024, we had no cash on hand and committed resources of debt or equity to fund these losses. We will be reliant, potentially, on advances from our principal shareholders or our directors and officers. There can be no guarantee that we will be able to obtain sufficient funding these sources.
Our principal shareholder has indicated his intention to provide such funds as may be required for the Company to become, and remain, a fully reporting public company while seeking to create value for shareholders by merging with another entity with experienced management and opportunities for growth in return for shares of its common stock. Such intentions do not represent a binding commitment by the principal shareholder and there is no guarantee that our two principal shareholders will be able to provide the funding necessary to achieve this objective.
We currently believe that our principal shareholder will be able to provide us with the funding necessary to effect our business plan to merge with another entity. However, while our principal shareholder has indicated his intention to provide us with sufficient funding to achieve this objective, there is no guarantee that he will be able to provide funding necessary to enable us to merge with another entity.
If we are unable to obtain the necessary funding from our principal shareholder, we anticipate facing major challenges in raising the necessary funding to effect our business plan to merge with another entity. Raising debt or equity funding for small publicly quoted, penny stock, shell companies is always extremely challenging.
We may face a number of obstacles in our attempt to raise funding to achieve our objective of merging with a yet to be identified company or group. One of those is Rule 419, under the Securities Act of 1933.
Rule 419 defines a "blank check company" as a company that: i. Is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and ii. Is issuing "penny stock," as defined in Rule 3a51-1 under the Securities Exchange Act of 1934.
We are a “blank check company” and therefore, in order to raise public or private funds, we must comply with the requirements of Rule 419 which includes restrictive escrow and other provisions. These provisions will make it difficult, if not impossible, for us to raise funds for the company.
Therefore, because of these difficulties in raising funding in penny stock or shell companies, if our principal shareholder is unable to provide us with the funding required to merge with another entity, it is very likely that we will be unable to implement our business plan to merge with another entity to create value for all of our shareholders”.
We believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.
We intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the “1934 Act”). We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. We anticipate that we may be able to participate in only one potential business venture because of our lack of financial resources.
We may seek a business opportunity with entities which have recently commenced operations, or that desire to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop
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a new product or service, or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
We expect that the selection of a business opportunity will be complex and risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business opportunities. However, we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934 Act without incurring the cost and time required to conduct an initial public offering.
The analysis of new business opportunities will be undertaken by, or under the supervision of, our sole director. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of the business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.
We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction.
RESULTS OF OPERATIONS
Our plan of operation is to obtain debt or equity finance to meet our ongoing operating expenses and attempt to relist our shares of common stock on the Pink Sheets and then merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that any of the events can be successfully completed, that our shares of common stock will be relisted on the Pink Sheets, any such business will be identified or that any stockholder will realize any return on their shares after such a transaction has been completed. In particular, there is no assurance that any such business will be located or that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.
THREE MONTHS ENDED JUNE 30, 2024 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2023
Revenue
We recognized no revenue during the three-month periods ended June 30, 2024 or 2023 as we had no revenue generating activities during these periods.
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General and Administrative Expenses
During the three-month period ended June 30, 2024, we incurred general and administrative expenses of $25,250, comprising director’s fees of $15,000, auditing fees of $6,500, EDGAR filing fees of $2,870, accounting fees of $730 and share transfer agent fees of $150.
By comparison, during the three-months period ended June 30, 2023, we incurred general and administrative expenses of $19,438, comprising directors’ fees of $15,000, edgar filing fees of $2,788, auditing fees of $1,500 and share transfer agent fees of $150.
Operating loss
During the three-month periods ended June 30, 2024 and 2023, we incurred operating losses of $25,250 and $19,438, respectively, due to the factors described above.
Other income expense
During the three-month periods ended June 30, 2024 and 2023, we recognized no other income (expense).
Loss before Income Tax
During the three-month periods ended June 30, 2024 and 2023, we recognized losses before income taxes of $25,250 and $19,438, respectively, due to the factors discussed above.
Provision for Income Tax
No provision for income taxes was recorded during the three-month periods ended June 30, 2024 and 2023 as we incurred taxable losses in both periods.
Net Loss
During the three-month periods ended June 30, 2024 and 2023, we recognized net losses of $25,250 and $19,438, respectively, due to the factors discussed above.
SIX MONTHS ENDED JUNE 30, 2024 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2023
Revenue
We recognized no revenue during the six month periods ended June 30, 2024 or 2023 as we had no revenue generating activities during these periods.
General and Administrative Expenses
During the six-month period ended June 30, 2024, we incurred general and administrative expenses of $40,930, comprising consulting fees of $30,000, auditing fees of $6,500, Edgar filing fees of $2,900, accounting fees of $1,155, and share transfer agent fees of $375.
By comparison, during the six-month period ended June 30, 2023, we incurred general and administrative expenses of $46,717, comprising consulting fees of $30,000, accounting fees of $6,500, director’s fees of $5,000, state filing fees of $3,607, Edgar filling fees of $1,035, share transfer agent fees of $375 and FINRA fees of $200.
Operating loss
During the six-month periods ended June 30, 2024 and 2023, we incurred operating losses of $40,930 and $46,717, respectively, due to the factors described above.
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Other income expense
During the six-month periods ended June 30, 2024 and 2023, we recognized no other income (expense).
Loss before Income Tax
During the six-month periods ended June 30, 2024 and 2023, we recognized losses before income taxes of $40,930 and $46,717, respectively, due to the factors discussed above.
Provision for Income Tax
No provision for income taxes was required during the six month periods ended June, 2024 and 2023 as we incurred taxable losses in both periods.
Net Loss
During the six-month periods ended June 30, 2024 and 2023, we recognized net losses of $40,930 and $46,717, respectively, due to the factors discussed above.
CASH FLOW
As of June 30, 2024, we did not have any cash or cash equivalents, no assets, no revenue generating activities or other source of income and we had outstanding liabilities of $381,036 and a shareholders’ deficit of $381,036.
By comparison, as of December 31, 2023, we did not have any cash or cash equivalents, no assets, no revenue generating activities or other source of income and we had outstanding liabilities of $340,106 and a shareholders’ deficit of $340,106.
Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no
assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.
It is our current intention is to obtain debt or equity finance to meet our ongoing operating expenses and attempt to relist our shares of common stock on the Pink Sheets and then merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that any of the events can be successfully completed, that our shares of common stock will be relisted on the Pink Sheets, any such business will be identified or that any stockholder will realize any return on their shares after such a transaction has been completed. In particular, there is no assurance that any such business will be located or that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.
Future losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders, we have no sources of income to meet our operating expenses. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended December 31, 2023 and 2022, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the six-month periods ended June 30, 2024 and 2023:
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| For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | |||||||
| Net Cash Used in Operating Activities | $ | (6,685 | ) | $ | (18,617 | ) | ||
| Net Cash Used in Investing Activities | — | — | ||||||
| Net Cash Provided by Financing Activities | 6,685 | 18,617 | ||||||
| Net Change in Cash | $ | — | $ | — | ||||
Operating Activities
During the six-month period ended June 30, 2024, we recognized a net loss $40,930 which was reduced for cash flow purposes by a $4,245 increase in accounts payable and accruals and a $30,000 increase in accruals– related parties resulting in net cash of $6,685 being used in operating activities.
By comparison, during the six-month period ended June 30, 2023, we recognized a net loss $46,717 which was increased for cash flow purposes by a $1,900 decrease in accounts payable and accruals partially offset by a $30,000 increase in accruals–related parties resulting in net cash of $18,617 being used in operating activities.
Investing Activities
We did not engage in any investing activities during the six-month periods ended June 30, 2024 and 2023.
Financing Activities
During the six-month period ended June 30, 2024, we received $6,685 by way of loan from our chief financial officer, director and controlling shareholder resulting in a total of $6,685 being generated from financing operations.
By comparison, during the six-months period ended June 30, 2023, we received $18,617 by way of loan from our chief financial officer, director and controlling shareholder resulting in a total of $18,617 generated from financing operations.
We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. In addition, we are dependent upon our controlling shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.
CRITICAL ACCOUNTING POLICIES
All companies are required to include a discussion of critical accounting policies and estimates used in the preparation of their financial statements. On an on-going basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Our significant accounting policies are described in Note 3 of our Condensed Unaudited Financial Statements above. These policies were selected because they represent the more significant accounting policies and methods that are broadly applied in the preparation of our financial statements.
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Inflation
To date inflation has not been a major factor in our proposed business plan. However, there are significant inflationary pressures in the larger economy. The impact of inflation is being reflected in higher wages, increased pricing of equipment and products and generally higher prices across all sectors of the economy. We plan on carefully evaluating the impact of inflation and price increase pressures on our proposed business plan.
Off-Balance Sheet Arrangements
Per SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. As of June 30, 2024 and December 31, 2023, we had no off-balance sheet arrangements.
Share-based Compensation
The cost of equity instruments issued to non-employees in return for goods and services is measured by the fair value of the equity instruments issued in accordance with ASC 718, “Compensation - Stock Compensation.” Measurement date for non-employees is the grant date of the stock-based compensation. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued.
Recently Issued Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.
Contractual Obligations
None.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management conducted an evaluation, with the participation of our Chief Executive Officer, who is our principal executive officer, and our Chief Financial Officer, who is our principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Form 10-Q. Based on that evaluation, we concluded that because of the material weakness and significant deficiencies in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of June 30, 2024.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for the preparation of our financial statements and related information. Management uses its best judgment to ensure that the financial statements present accurately, in material respects, our financial position and results of operations in fairness and conformity with generally accepted accounting principles.
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Exchange Act. These internal controls are designed to provide reasonable assurance that the reported
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financial information is presented fairly, that disclosures are adequate, and that the assumptions and opinions in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error and overriding of controls. Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.
Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management’s and directors’ authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on our financial statements.
We conducted an evaluation of the effectiveness of our internal control over financial reporting, based on the framework in “Internal Control Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and published in 2013, and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation, management concluded that our internal control over financial reporting was not effective as of June 30, 2024 for the reasons discussed below.
A significant deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects the entity’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s financial statements that is more than inconsequential will not be prevented or detected by the entity’s internal control. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of June 30, 2024:
| ● | Lack of a functioning audit committee and lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; | |
| ● | Inadequate segregation of duties consistent with control objectives; | |
| ● | Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and | |
| ● | Ineffective controls over period end financial disclosure and reporting processes. |
There are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements, which could lead to a restatement of those financial statements. Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and maintained, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must account for resource constraints. In addition, the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, can and will be detected.
This Form 10-Q does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Commission that permit us to provide only management’s report in this Form 10-Q.
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Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting during the six-month period ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
There are presently no material pending legal proceedings to which the Company, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.
Item 1A. Risk Factors.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable to our Company.
Item 5. Other Information.
Item 6. Exhibits.
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934 |
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934 |
| 32.1 | Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101) |
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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.
| Date: August 19, 2024 | SAXON CAPITAL GROUP, INC. |
| /s/ Redgie Green | |
| Redgie Green | |
| Director and CEO | |
| (Chief Executive Officer and Principal Executive Officer) | |
| /s/ David Cutler | |
| David Cutler | |
| Director and CFO | |
| (Chief Financial Officer and Principal Accounting Officer) |
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