UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
or
Commission File Number:
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
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| (I.R.S. Employer Identification Number) |
Tel: (
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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 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 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 ☐ | Accelerated filer ☐ |
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Smaller Reporting Company | |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act.)
The number of shares of the Registrant’s common stock, par value $0.0001 per share, outstanding as of May 22, 2023 was
Item 1. Financial Statements
HOOPS SCOUTING USA | ||||||||
Balance Sheets | ||||||||
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| March 31, 2023 |
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| June 30, 2022 |
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Assets |
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Current assets |
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Cash |
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Total current asset |
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Property and equipment |
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Intangible asset |
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Less: Amortization |
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Property and equipment net |
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Total assets |
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Liabilities and stockholders’ deficit |
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Current liabilities |
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Bank overdrawn |
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Accounts payable and accrued liabilities |
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Promissory note payable |
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Due to related party (Note 3) |
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Loans Payable (Note 5) |
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Total current liabilities |
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Non-current liabilities |
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Total liabilities |
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Stockholders’ deficit |
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Common stock Authorized: |
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Additional paid-in capital |
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Deficit |
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Total stockholders’ deficit |
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Total liabilities and stockholders’ deficit |
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(The accompanying notes are an integral part of these condensed financial statements) | ||||||||
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HOOPS SCOUTING USA | ||||||||||||||||
Condensed Statements of Operations and Comprehensive Loss | ||||||||||||||||
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| Three months ended March 31, 2023 $ |
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| Three months ended March 31, 2022 $ |
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Expenses |
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Amortization expenses |
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General and administrative |
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Professional fees |
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Transfer agent |
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Total expenses |
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Net loss for the period |
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Loss per share, basic and diluted |
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Weighted average shares outstanding |
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(The accompanying notes are an integral part of these condensed financial statements) | ||||||||||||||||
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HOOPS SCOUTING USA | ||||||||||||||||||||||||
Condensed Statements of Stockholders’ Deficit | ||||||||||||||||||||||||
(Expressed in US dollars) | ||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
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Balance, June 30, 2021 |
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Share subscriptions received |
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Net loss for the period |
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Balance, September 30, 2021 |
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Stock issued against share subscription received |
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Net loss for the period |
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Balance, December 31, 2021 |
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Net loss for the period |
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Balance, March 31, 2022 |
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Balance, June 30, 2022 |
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Net loss for the period |
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Balance, September 30, 2022 |
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Net loss for the period |
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Balance, December 31, 2022 |
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Net loss for the period |
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Balance, March 31, 2023 |
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(The accompanying notes are an integral part of these condensed financial statements) | ||||||||||||||||||||||||
| 4 |
HOOPS SCOUTING USA | ||||||||
Condensed statements of cash flows | ||||||||
(Expressed in U.S. dollars) | ||||||||
(unaudited) | ||||||||
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| Nine months ended March 31, 2023 $ |
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Operating activities |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Bank overdrawn |
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Amortization expenses |
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Accounts payable and accrued liabilities |
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Net cash used in operating activities |
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Purchase of intangible asset |
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Financing activities |
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Proceeds from promissory note |
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Proceeds from a related party |
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Proceeds from share subscriptions received |
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Net cash provided by financing activities |
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Change in cash |
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Cash, end of period |
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Supplemental disclosures: |
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Interest paid |
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Income taxes paid |
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Non-Cash financing and investing activities: |
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Asset acquired through promissory note |
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(The accompanying notes are an integral part of these condensed financial statements) | ||||||||
| 5 |
HOOPS SCOUTING USA |
Notes to the condensed financial statements March 31, 2023 |
(Expressed in U.S. dollars) |
1. Nature of Operations and Continuance of Business
Hoops Scouting USA (the “Company”) was incorporated in the State of Wyoming on October 31, 2016. The Company is in the business of scouting high school and college basketball players in Colorado. In furtherance of our business plan, on February 17, 2023, we entered into an Asset Purchase Agreement with Grit Performance Athletics Inc. (“Grit Performance”) to acquire all right, title and interest of Grit Performance and its Affiliates in the Grit Mobile Application and related products, including website, Instagram account, etc. (the “Assets”).
On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company has not been significant, but management continues to monitor the situation.
These condensed financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. During the period ended March 31, 2023, the Company had no revenues and incurred a net loss of $
2. Significant Accounting Policies
(a) Basis of Presentation
The accompanying condensed financial statements of the Company should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission for the fiscal year ended June 30, 2022. These financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for annual audited financial statements. Loans payable (Note 5) which matures December 1, 2023 has been reclassified from long term liabilities to current liabilities. This reclassification should have occurred in the year ended June 30, 2022. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.
(b) Use of Estimates and Judgments
The preparation of these condensed financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. It also requires management to exercise its judgment in the processing of applying the Company’s accounting policies. The Company regularly evaluates estimates and assumptions related to deferred income tax valuation allowances. The Company bases its estimates and assumptions on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The impacts of such estimates and judgments are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates and judgments are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
(c) Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
(d) Intangible assets
Intangible assets consist of all right, title and interest of seller and its affiliates in the Grit Mobile Application and related complementary products acquired in an asset purchase agreement. The estimated useful life of these assets was determined to be
| 6 |
HOOPS SCOUTING USA |
Notes to the condensed financial statements March 31, 2023 |
(Expressed in U.S. dollars) |
(e) Impairment of Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions.
3. Related Party Transactions
During the three months ended September 30, 2022, president of the company contributed $
During the three months ended December 31, 2022, president of the company contributed $
During the three months ended March 31, 2023, president of the company contributed $
As at March 31, 2023, the Company owed $
4. Property and Equipment
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Property and equipment net |
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Depreciation expense was $
5. Common Stock
During the nine months period ended March 31, 2023, the Company received zero proceeds relating to share subscriptions for the issuance of common shares.
On October 15, 2021, the Company issued
6. Promissory Note Payable
During the three-months ended March 31, 2023 the company purchased intangible assets valued at $
7. Loans Payable
As at March 31, 2023, the Company owed $
8. Subsequent Event
The Company determined that the below event was arise after March 31, 2023.
As of (May 8, 2023), the company converted the promissory note by issuing
| 7 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
Liquidity and Capital Resources
As of March 31, 2023, we had a cash balance of $20 and total assets of $96,093 compared to cash and total assets of $392 as at June 30, 2022. The increase in total assets was due to an asset acquisition. In furtherance of our business plan, on February 17, 2023, we entered into an Asset Purchase Agreement with Grit Performance Athletics Inc. (“Grit Performance”) to acquire all right, title and interest of Grit Performance and its Affiliates in the Grit Mobile Application and related products, including website, Instagram account, etc. (the “Assets”). The Assets are valued at $100,000 and are currently an account payable.
As at March 31, 2023, and June 30, 2022 we had total liabilities of $202,438 and $82,484 respectively. The increase in liabilities was due to a promissory note of $100,000 incurred for the asset acquisition, and amounts due to a related party. Our liabilities at March 31, 2023 and June 30, 2022 were comprised of amounts due to our President and Director and for two loans payable to non-related parties for $16,000, which are unsecured, non-interest bearing, and due on or before December 31, 2023.
During the three months ended March 31, 2023 the president of the company contributed $6,416 towards operating expenses.
Our working capital deficit was $106,345 as at March 31, 2023 compared to $82,092 as at June 30, 2022 respectively.
During the period ended March 31, 2023, we did not issue any common shares. During the year ended June 30, 2022, the Company received $3,000 of share subscriptions relating to a private placement of common shares at $0.10 per share. On October 18, 2021, the Company issued 350,000 common shares at $0.10 per share relating to private placement proceeds of $35,000 that was received as at September 30, 2021.
Results of Operations
During the three months ended March 31, 2023, we incurred $10,489 of operating expenditures comprised of amortization expenses, general and administrative, professional fees, and transfer agent fees compared to $23,027 for general and administrative bank and transfer agent fees during the three months ended March 31, 2022. The decrease of operating expenditures is due to a particularly large professional fee payment made during the three months period ended March 31, 2022 of $20,000.
During the nine months ended March 31, 2023, we incurred $24,253 of operating expenditures comprised of amortization expenses, general and administrative, professional fees and transfer agent fees compared to $48,489 for general and administrative, professional fees and transfer agent fees during the six months ended March 31, 2022. The decrease during the six months ended March 31, 2023 is due to increased professional fees incurred during the six months ended March 31, 2022 related to updating our SEC reporting requirements which included a one-time fee of $20,000.
| 8 |
Cash Flows
During the nine months ended March 31, 2023, we used $18,588 of cash for operating activities compared to the use of $(48,141) for operating activities during the nine months ended March 31, 2022. Asset Purchase Agreement with Grit Performance Athletics Inc. (“Grit Performance”) to acquire all right, title and interest of Grit Performance and its Affiliates in the Grit Mobile Application and related products, including website, Instagram account, etc. (the “Assets”). The Assets are valued at $100,000 and are noted in a promissory note. The shares were issued after March 31, 2023. During the nine months ended March 31, 2023, we had investing activities which included the purchase of an intangible asset of ($100,000). We did not have any investing activities during the nine months ended March 31, 2023. During the nine months ended March 31, 2023, we did not receive any cash from share subscriptions compared to $3,000 during the nine months ended Macrh 31, 2022.
Trends
There is no assurance that we will be able to generate cash flows from our operations. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that we will be able to continue as a going concern.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
Inflation
The effect of inflation on our revenues and operating results has not been significant.
Critical Accounting Policies
Our financial statements are presented in United States dollars and are prepared using the accrual method of accounting, which conforms to US GAAP.
We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
The financial statements as of and for the nine months ended March 31, 2023 included herein, which have not been audited pursuant to the rules and regulations of the Securities and Exchange Commission, reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading.
Going Concern
The Company’s financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date, has a working capital deficit of $ (102,418) and an accumulated deficit of $141,395. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
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Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented. We are required to make judgments and estimates about the effect of matters that are inherently uncertain. Although, we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.
Recent Accounting Pronouncements
We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial position, future operations or cash flows.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
None
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the evaluation, both the Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, were not effective as of March 31, 2023.
Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Act of 1934) that materially affected, or is reasonably likely to materially affect, such internal control over financial reporting during the quarter ended March 31, 2023. BF Borgers CPA PC our independent auditors, were not required and have not performed an assessment of our internal controls over financial reporting for effectiveness.
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Part II — OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
No. |
| Description |
| ||
| ||
101.INS |
| XBRL Instance Document |
101.SCH |
| XBRL Taxonomy Extension Schema Document |
101.CAL |
| XBRL Taxonomy Calculation Linkbase Document |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| XBRL Taxonomy Label Linkbase Document |
101.PRE |
| XBRL Taxonomy Presentation Linkbase Document |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| HOOPS SCOUTING USA |
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Date: May 22, 2023 | By: | /s/ Jamie Oei |
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| Jamie Oei - Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer |
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