UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended
OR
For the transition period
Commission File No.
(Exact name of the small business issuer as specified in
its charter)
(State of either jurisdiction
of
Incorporation or Organization)
(Address of principal executive offices)
(Registrant’s telephone number,
including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
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 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,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | 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 Act).
Yes ☐
The number of shares of Common Stock, $0.001 par value of the registrant outstanding at October 18, 2023 was .
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
CARRIAGE HOUSE EVENT CENTER, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| September 30, 2023 | December 31, 2022 | |||||
| Assets | ||||||
| Current assets: | ||||||
| Cash | $ | |
$ | |
||
| Total current assets | ||||||
| Total assets | $ | |
$ | |
||
| Liabilities and Stockholders’ Deficit | ||||||
| Current liabilities: | ||||||
| Related party debt | ||||||
| Total current liabilities | ||||||
| Related party debt – long term | ||||||
| Total liabilities | ||||||
| Commitments and contingencies | ||||||
| Stockholders’ Deficit: | ||||||
| Preferred stock, par value; shares authorized; shares issued and outstanding | ||||||
| Common stock; $ par value; shares authorized; shares issued and outstanding | ||||||
| Additional paid in capital | ||||||
| Accumulated deficit | ( |
) | ( |
) | ||
| Total Stockholders’ Deficit | ( |
) | ( |
) | ||
| Total Liabilities and Stockholders’ Deficit | $ | |
$ | |
See accompanying notes to these unaudited condensed consolidated financial statements.
3
| CARRIAGE HOUSE EVENT CENTER, INC. |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
| (Unaudited) |
| For the Three Months Ended | For the Nine Months Ended | |||||||||||
| September 30, | September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Expenses: | ||||||||||||
| General and administrative | $ | |
$ | |
$ | |
$ | |
||||
| Total operating expenses | ||||||||||||
| Loss before provision for income taxes | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Provision for income taxes | ||||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
| Net Loss per common share | ||||||||||||
| Basic and diluted | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
| Weighted average shares outstanding | ||||||||||||
| Basic and diluted | ||||||||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
4
| CARRIAGE HOUSE EVENT CENTER, INC. |
| CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT |
| FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 |
| (Unaudited) |
| Total | |||||||||||||||
| Common Stock | Additional Paid | Accumulated | Stockholders’ | ||||||||||||
| Shares | Amount | in Capital | Deficit | Deficit | |||||||||||
| Balance, December 31, 2022 | $ | |
$ | |
$ | ( |
) | $ | ( |
) | |||||
| Net loss | — | ( |
) | ( |
) | ||||||||||
| Balance, March 31, 2023 | ( |
) | ( |
) | |||||||||||
| Net loss | — | ( |
) | ( |
) | ||||||||||
| Balance, June 30, 2023 | ( |
) | ( |
) | |||||||||||
| Net loss | — | ( |
) | ( |
) | ||||||||||
| Balance, September 30, 2023 | $ | |
$ | |
$ | ( |
) | $ | ( |
) | |||||
| Total | |||||||||||||||
| Common Stock | Additional Paid | Accumulated | Stockholders’ | ||||||||||||
| Shares | Amount | in Capital | Deficit | Deficit | |||||||||||
| Balance, December 31, 2021 | $ | |
$ | |
$ | ( |
) | $ | ( |
) | |||||
| Net loss | — | ( |
) | ( |
) | ||||||||||
| Balance, March 31, 2022 | ( |
) | ( |
) | |||||||||||
| Net loss | — | ( |
) | ( |
) | ||||||||||
| Balance, June 30, 2022 | ( |
) | ( |
) | |||||||||||
| Net loss | — | ( |
) | ( |
) | ||||||||||
| Balance, September 30, 2022 | $ | |
$ | |
$ | ( |
) | $ | ( |
) | |||||
See accompanying notes to these unaudited condensed consolidated financial statements.
5
| CARRIAGE HOUSE EVENT CENTER, INC. |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Unaudited) |
| For the Nine Months Ended | ||||||
| September 30, | ||||||
| 2023 | 2022 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | ( |
) | $ | ( |
) |
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||
| Net cash used by operating activities | ( |
) | ( |
) | ||
| Cash flows from investing activities: | ||||||
| Cash flows from financing activities: | ||||||
| Proceeds from related party debt | ||||||
| Repayments to related party | ( |
) | ||||
| Net cash provided by financing activities | ||||||
| Net change in cash | ||||||
| Cash at beginning of period | ||||||
| Cash at end of period | $ | |
$ | |
||
| Supplemental schedule of cash flow information: | ||||||
| Interest paid | $ | $ | ||||
| Income taxes paid | $ | $ | ||||
See accompanying notes to these unaudited condensed consolidated financial statements.
6
Carriage House Event Center, Inc.
Notes to the
Unaudited Condensed Consolidated Financial Statements
September 30,
2023
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Carriage House Event Center, Inc. (the “Company” or “We”) was incorporated under the laws of the State Colorado on June 26, 2010. The Company is developing its planned principal operations.
A new corporation, Blue Carriage Events, Inc. (“Blue Carriage”), was formed under the laws of the State of Colorado in September 2018. Blue Carriage issued the Company shares and is a wholly owned subsidiary of the Company.
The Company was formed for the purpose of researching and developing a concept for an Event Center with many additional associated businesses on the same grounds of the Event Center. For several years, the Company did extensive research on Event Centers throughout Colorado, Utah, Nevada and Arizona.
The Covid-19 Pandemic and other circumstances negatively affected the event center business and ultimately our ability to raise capital and move forward with our original business plan. However, now that the Pandemic has subsided, the Company intends to move forward with the original business plan.
On June 6, 2023, the Company filed a Form 8-K with the
Securities and Exchange Commission declaring a Change in Shell Company Status
whereby the Company is no longer a shell company. In the Form 8-K the Company
stated how the effect of the COVID-19 Pandemic had a dramatic effect on the
fundraising and progress of the Company and now the Company was prepared to move
forward. On March 24, 2023, the Company received a loan in the amount of $
On June 1, 2023, the Company entered into a letter of intent to purchase an 8050 Sq. Ft. building in Mesa, Maricopa County, Arizona. When completed, the purchase will be funded with common or preferred stock of the Company and debt. It is expected that the transaction may be completed in the fourth quarter.
Our focus for the fiscal year ending December 31, 2023, will be on continuing our attempt to raise additional capital, increasing research as to the overall concept, contacting companies that could possibly be a part of the Carriage House Event Center concept and completing a transaction on a facility.
If the Company is unable to raise the required funds to fulfill its business plan, the Company may seek other opportunities including a possible merger, acquisition and/or change of our business plan.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited condensed financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company’s Form 10-K for the year ended December 31, 2022.
Use of Estimates
The preparation of consolidated financial statements in conformity with US 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of the Company and Blue Carriage Events, Inc., its wholly owned subsidiary. During the nine months ending September 30, 2023 and the year ending December 31, 2022, Blue Carriage has had no transactions and has no bank account.
Recent Accounting Standards
The Company has implemented all new accounting pronouncements that are in effect and applicable. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company 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.
7
NOTE 3 - GOING CONCERN
The accompanying unaudited consolidated financial statements
have been prepared assuming that the Company will continue as a going concern.
The Company has incurred losses since inception and has used mainly related
party loans to finance activities during the period from June 26, 2010
(inception) through September 30, 2023, with no resulting revenues.
NOTE 4 – RELATED PARTY TRANSACTIONS
The Company has entered into promissory notes (each a “Note”
and collectively the “Notes”) with related parties, Terayco Enterprises, LTD.
(“Terayco”) and A. Terry Ray (“Terry Ray”). Terayco is a corporation owned by
Phillip E. Ray, the husband of A. Terry Ray, and A. Terry Ray, the officer and
director and principal shareholder of the Company. Venture Vest Capital Corp. is
a corporation owned by Philip E. Ray. The Company received proceeds of $
All notes, except the note dated September 30, 2023, are interest free until , after which time they will bear interest at the rate of
The following table summarizes the outstanding notes as of September 30, 2023 and December 31, 2022.
| Issue Date | Maturity Date | September 30, 2023 | December 31, 2022 | |||||||||
| December 31, 2012 | December 31, 2023 | $ | |
$ | |
Terayco International | ||||||
| December 31, 2014 | December 31, 2023 | $ | |
$ | |
Terayco International | ||||||
| July 15, 2015 | December 31, 2023 | $ | |
$ | |
Terayco International | ||||||
| September 10, 2019 | December 31, 2023 | $ | |
$ | |
Terry Ray | ||||||
| November 23, 2020 | December 31, 2023 | $ | |
$ | |
Terry Ray | ||||||
| September 30, 2021 | December 31, 2023 | $ | |
$ | |
Terry Ray | ||||||
| December 30, 2021 | December 31, 2023 | $ | |
$ | |
Terry Ray | ||||||
| February 4, 2022 | December 31, 2023 | $ | |
$ | |
Terry Ray | ||||||
| March 31, 2022 | December 31, 2023 | $ | |
$ | |
Terry Ray | ||||||
| June 30, 2022 | December 31, 2023 | $ | |
$ | |
Terry Ray | ||||||
| August 10, 2022 | December 31, 2023 | $ | |
$ | |
Terry Ray | ||||||
| November 20, 2022 | December 31, 2023 | $ | |
$ | |
Terry Ray | ||||||
| February 11, 2023 | December 31, 2023 | $ | |
$ | — | Terry Ray | ||||||
| September 30, 2023 | December 31, 2024 | $ | |
$ | — | VentureVest Capital Corp. | ||||||
| TOTAL | $ | 163,800 | $ | 111,800 |
8
NOTE 5 — STOCKHOLDERS’ EQUITY
Common Stock
There are shares of Common Stock, par value, authorized, with shares issued and outstanding at September 30, 2023 and December 31, 2022.
The holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available therefore, subject to any preferential dividend rights of outstanding Preferred Stock, which may be authorized and issued in the future. Upon a liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to receive ratably the net assets available after the payment of all debts and other liabilities, and subject further only to the prior rights of any outstanding Preferred Stock which may be authorized and issued in the future.
The holders of Common Stock have no preemptive, subscription, redemption or conversion rights. The outstanding shares of Common Stock are, and the shares offered herein will be, when issued and paid for, fully paid and non-assessable. Cumulative voting in the election of directors is not permitted and the holders of a majority of the number of outstanding shares will be in a position to control the election of directors at a general shareholder meeting and may elect all of the directors standing for election. We have no present intention to pay cash dividends to the holders of Common Stock.
Preferred Stock
We have shares of Preferred Stock authorized, none of which have been designated. shares are issued and outstanding.
NOTE 6 — SUBSEQUENT EVENTS
Management has evaluated subsequent events pursuant to the requirements of ASC 855, Subsequent Events, from the balance sheet date through the date the consolidated unaudited financial statements were issued and has determined that no material subsequent events exist.
9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our Management’s Discussion and Analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this quarterly report.
Forward-Looking Statements
This quarterly report on Form 10-Q contains “forward-looking statements” that include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new products or services; our statements concerning litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; our financing plans or growth strategies; and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes” and “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Business Overview
Carriage House Event Center, Inc. (“we, “us,” “our,” the “Company” or “Carriage House”) was incorporated in the state of Colorado on June 26, 2010. On September 11, 2018, we formed a wholly owned subsidiary company, Blue Carriage Events, Inc.
As of the date of this filing, we have not conducted any business through the Company or through our subsidiary other than research. Our principal executive offices are located at 558 Castle Pines Parkway, B-4, Suite 140, Castle Pines, CO 80108 Telephone 303-517-8845.
We have not generated revenue to date. Our operations since 2010 to date have consisted of extensive research of our concept and filing an S-1 registration statement.
Our independent accountants have expressed a “going concern” opinion on our December 31, 2022 and 2021 audited financial statements.
In 2020, the Company filed an S-1 Registration Statement to register 1,000,000 shares of the Company’s common stock to be sold to the public at the price of $0.10 per share for a total of $100,000. The Registration Statement became effective on May 8, 2020.
The Company sold 300,000 shares of common stock at $0.10 per share for gross proceeds of $30,000. The shares were sold by the officers and Directors of the Company and no broker commissions were paid.
Our management and related parties own a majority of the outstanding shares of the Company. As of September 30, 2023, management and affiliates own 4,120,000 shares (92.6%) and shareholders holding the free trading shares own 300,000 shares(6.7%) . As a result, management has the ability to determine the outcome on all matters requiring the approval of our shareholders, including the election of directors and approval of significant corporate transactions.
The Company was formed for the purpose of researching and developing a concept of an Event Center with many additional associated businesses on the grounds of the Event Center. As a result of the Covid-19 Pandemic and other circumstances that have negatively affected the event center business and ultimately our ability to raise capital and move forward with our original business plan. However, now that the Pandemic has subsided, the Company intends to move forward with the original business plan. If the Company is unable to raise the required funds to fulfill its business plan, the Company may seek other opportunities including a possible merger, acquisition and/or change of our business plan.
10
On June 1, 2023, the Company entered into a letter of intent to purchase an 8050 Sq. Ft. building in Mesa, Maricopa County, Arizona. This is a prime location in the heart of Mesa and would be excellent for servicing a very wide area. In Maricopa County there were 26,272 weddings in 2022 at an average cost of $36,739 (“The Wedding Report”) as well as thousands of other types of meetings held in its event centers. When completed, the purchase will be funded with common or preferred stock of the Company and debt. It is expected that the transaction may be completed in the fourth quarter.
Critical Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting principles of the United States (“GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses in the financial statements and accompanying notes. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. Based on this definition, we have not identified any critical accounting estimates. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results which are found in Note 2 –Summary of Significant Accounting Policies of our 2022 Annual Report on Form 10-K and Note 2 – Summary of Significant Accounting Policies in the accompanying consolidated interim financial statements. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.
Results of Operations for the Three months Ended September 30, 2023, compared to the Three months Ended September 30, 2022.
For the three months ended September 30, 2023 and 2022, we did not earn any revenue.
Operating Expenses
For the three months ended September 30, 2023 and 2022, we had general and administrative expenses of $2,803 and $2,866, respectively, a decrease of $63 or 2.2% .The decrease in the current period was insignificant.
Net Loss
For the three months ended September 30, 2023 and 2022, our net loss was $2,803 and $2,866, respectively.
Results of Operations for the Nine months Ended September 30, 2023, compared to the Nine months Ended September 30, 2022.
For the nine months ended September 30, 2023 and 2022, we did not earn any revenue.
Operating Expenses
For the nine months ended September 30, 2023 and 2022, we had general and administrative expenses of $11,634 and $11,458, respectively, an increase of $176 or 1.5% . The increase in the current period was insignificant.
Net Loss
For the nine months ended September 30, 2023 and 2022, our net loss was $11,634 and $11,458, respectively.
Liquidity and Capital Resources
Our cash balance at September 30, 2023 was $41,806, with $163,800 in loans payable to related parties. If we experience a shortage of funds in the next twelve months, we may utilize additional funds from our director, A. Terry Ray, who has agreed to advance funds for operations, however there is no formal commitment, arrangement, or legal obligation to advance or loan funds to us.
11
Operating Activities
Net cash used in operating activities was $11,634 for the nine months ended September 30, 2023, compared with $11,458 used for operating activities during the nine months ended September 30, 2022.
Investing Activities
We neither generated nor used cash in investing activities during the nine months ended September 30, 2023 or 2022.
Financing Activities
During the nine months ended September 30, 2023, we received $55,000 from related party loans compared to $11,800 for the nine months ended September 30, 2022. In the current period we received $50,000 from VentureVest Capital Corp. and repaid $3,000; and we received $5,000 from A. Terry Ray. Venture Vest is owned by Phil E. Ray, the husband of A. Terry Ray.
Going Concern
The accompanying consolidated unaudited financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company currently has limited operations, and a stockholders’ deficit of $121,994 with an accumulated deficit of $156,144 at September 30, 2023. If the Company cannot fulfill its business plan, the Company may attempt to find a merger target in the form of an operating entity. The Company cannot be certain that it will be successful in this strategy.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
ITEM 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures during the nine months ended September 30, 2023 were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The term “disclosure controls and procedures,” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Notwithstanding the identified material weaknesses, management believes the financial statements included in this quarterly report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during quarter ended September 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
12
PART II
ITEM 1. Legal Proceedings
There are no legal proceedings against the Company and the Company is unaware of any proceedings contemplated against it.
Item 1A. Risk Factors.
In accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to make the disclosure under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
None
Item 5. Other Information.
None
Item 6. Exhibits.
(a) Exhibits.
| Exhibit | |
| No. | Description |
| 31.1 | Rule 13a14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer |
| 32.1 | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer |
| 101.INS* | Inline XBRL Instance Document(1) |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document(1) |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document(1) |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document(1) |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document(1) |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document(1) |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CARRIAGE HOUSE EVENT CENTER, INC. | |
| Date: October 30, 2023 | /s/ A. Terry Ray |
| A. Terry Ray, President and CEO | |
| (Principal Executive Officer), (Principal Accounting Officer) |
13
EXHIBIT 31.1
Certification of Chief Executive Officer and Chief Financial
Officer
pursuant to Section 302of the Sarbanes-Oxley Act of
2002
I, A. Terry Ray, certify that:
| 1. |
I have reviewed this report on Form 10-Q. |
| 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 registrant 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 registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’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 registrant’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 registrant’s internal control over financial reporting. |
| Date: October 30, 2023 | By:/s/ A. Terry Ray |
| A. Terry Ray | |
| Chief Executive Officer and Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION
Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Quarterly Report on Form 10-Q of Carriage House Event Center Inc. (the “Company”) for the period endedSeptember 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), A. Terry, as Chief Executive Officer and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §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. |
| Date: October 30, 2023 | By:/s/ A. Terry Ray |
| A. Terry Ray | |
| Chief Executive Officer and Chief Financial Officer |
This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) |
Sep. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Current assets: | ||
| Cash | $ 41,806 | $ 1,440 |
| Total current assets | 41,806 | 1,440 |
| Total assets | 41,806 | 1,440 |
| Current liabilities: | ||
| Related party debt | 116,800 | 111,800 |
| Total current liabilities | 116,800 | 111,800 |
| Related party debt – long term | 47,000 | |
| Total liabilities | 163,800 | 111,800 |
| Commitments and contingencies | ||
| Stockholders’ Deficit: | ||
| Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding | ||
| Common stock; $0.001 par value;45,000,000 shares authorized; 4,450,000 shares issued and outstanding | 4,450 | 4,450 |
| Additional paid in capital | 29,700 | 29,700 |
| Accumulated deficit | (156,144) | (144,510) |
| Total Stockholders’ Deficit | (121,994) | (110,360) |
| Total Liabilities and Stockholders’ Deficit | $ 41,806 | $ 1,440 |
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Sep. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
| Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
| Preferred Stock, Shares Issued | 0 | 0 |
| Preferred Stock, Shares Outstanding | 0 | 0 |
| Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
| Common Stock, Shares Authorized | 45,000,000 | 45,000,000 |
| Common Stock, Shares, Issued | 4,450,000 | 4,450,000 |
| Common Stock, Shares, Outstanding | 4,450,000 | 4,450,000 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
|
| Expenses: | ||||
| General and administrative | $ 2,803 | $ 2,866 | $ 11,634 | $ 11,458 |
| Total operating expenses | 2,803 | 2,866 | 11,634 | 11,458 |
| Loss before provision for income taxes | (2,803) | (2,866) | (11,634) | (11,458) |
| Provision for income taxes | ||||
| Net loss | $ (2,803) | $ (2,866) | $ (11,634) | $ (11,458) |
| Net Loss per common share | ||||
| Basic and diluted | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
| Weighted average shares outstanding | ||||
| Basic and diluted | 4,450,000 | 4,450,000 | 4,450,000 | 4,450,000 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) |
9 Months Ended | |
|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
|
| Cash flows from operating activities: | ||
| Net loss | $ (11,634) | $ (11,458) |
| Net cash used by operating activities | (11,634) | (11,458) |
| Cash flows from investing activities: | ||
| Cash flows from financing activities: | ||
| Proceeds from related party debt | 55,000 | 11,800 |
| Repayments to related party | (3,000) | |
| Net cash provided by financing activities | 52,000 | 11,800 |
| Net change in cash | 40,366 | 342 |
| Cash at beginning of period | 1,440 | 964 |
| Cash at end of period | 41,806 | 1,306 |
| Supplemental schedule of cash flow information: | ||
| Interest paid | ||
| Income taxes paid | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS |
9 Months Ended |
|---|---|
Sep. 30, 2023 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Carriage House Event Center, Inc. (the “Company” or “We”) was incorporated under the laws of the State Colorado on June 26, 2010. The Company is developing its planned principal operations. A new corporation, Blue Carriage Events, Inc. (“Blue Carriage”), was formed under the laws of the State of Colorado in September 2018. Blue Carriage issued the Company shares and is a wholly owned subsidiary of the Company. The Company was formed for the purpose of researching and developing a concept for an Event Center with many additional associated businesses on the same grounds of the Event Center. For several years, the Company did extensive research on Event Centers throughout Colorado, Utah, Nevada and Arizona. The Covid-19 Pandemic and other circumstances negatively affected the event center business and ultimately our ability to raise capital and move forward with our original business plan. However, now that the Pandemic has subsided, the Company intends to move forward with the original business plan. On June 6, 2023, the Company filed a Form 8-K with the Securities and Exchange Commission declaring a Change in Shell Company Status whereby the Company is no longer a shell company. In the Form 8-K the Company stated how the effect of the COVID-19 Pandemic had a dramatic effect on the fundraising and progress of the Company and now the Company was prepared to move forward. On March 24, 2023, the Company received a loan in the amount of $50,000 to be used for working capital. This loan was from Venture Vest Capital Corp, a corporation that A. Terry Ray is affiliated with and which her husband, Phil E. Ray is President. On June 1, 2023, the Company entered into a letter of intent to purchase an 8050 Sq. Ft. building in Mesa, Maricopa County, Arizona. When completed, the purchase will be funded with common or preferred stock of the Company and debt. It is expected that the transaction may be completed in the fourth quarter. Our focus for the fiscal year ending December 31, 2023, will be on continuing our attempt to raise additional capital, increasing research as to the overall concept, contacting companies that could possibly be a part of the Carriage House Event Center concept and completing a transaction on a facility. If the Company is unable to raise the required funds to fulfill its business plan, the Company may seek other opportunities including a possible merger, acquisition and/or change of our business plan. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
9 Months Ended |
|---|---|
Sep. 30, 2023 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited condensed financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company’s Form 10-K for the year ended December 31, 2022. Use of Estimates The preparation of consolidated financial statements in conformity with US 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and Blue Carriage Events, Inc., its wholly owned subsidiary. During the nine months ending September 30, 2023 and the year ending December 31, 2022, Blue Carriage has had no transactions and has no bank account. Recent Accounting Standards The Company has implemented all new accounting pronouncements that are in effect and applicable. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company 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. |
GOING CONCERN |
9 Months Ended |
|---|---|
Sep. 30, 2023 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| GOING CONCERN | NOTE 3 - GOING CONCERN The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since inception and has used mainly related party loans to finance activities during the period from June 26, 2010 (inception) through September 30, 2023, with no resulting revenues. The Company does not have sufficient working capital for its planned activity, and to service its debt, which raises substantial doubt about its ability to continue as a going concern. The Company’s ability to achieve a level of profitable operations and/or additional financing impacts the Company’s ability to continue as it is presently organized. Should management be unsuccessful in its operating activities, the Company may substantially curtail or terminate its operations. The unaudited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. If unable to overcome these setbacks, we may need to change the direction of the Company, including seeking a company for a merger candidate. |
RELATED PARTY TRANSACTIONS |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS The Company has entered into promissory notes (each a “Note” and collectively the “Notes”) with related parties, Terayco Enterprises, LTD. (“Terayco”) and A. Terry Ray (“Terry Ray”). Terayco is a corporation owned by Phillip E. Ray, the husband of A. Terry Ray, and A. Terry Ray, the officer and director and principal shareholder of the Company. Venture Vest Capital Corp. is a corporation owned by Philip E. Ray. The Company received proceeds of $55,000 and $11,800 from these parties during the nine months ended September 30, 2023 and 2022, respectively, and made $3,000 in repayments during the nine months ended September 30, 2023. All notes, except the note dated September 30, 2023, are interest free until , after which time they will bear interest at the rate of 4% per annum. The note dated September 30, 2023 is interest free until , after which time it will bear interest at the rate of per annum The following table summarizes the outstanding notes as of September 30, 2023 and December 31, 2022.
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STOCKHOLDERS’ EQUITY |
9 Months Ended |
|---|---|
Sep. 30, 2023 | |
| Equity [Abstract] | |
| STOCKHOLDERS’ EQUITY | NOTE 5 — STOCKHOLDERS’ EQUITY Common Stock There are shares of Common Stock, par value, authorized, with shares issued and outstanding at September 30, 2023 and December 31, 2022. The holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available therefore, subject to any preferential dividend rights of outstanding Preferred Stock, which may be authorized and issued in the future. Upon a liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to receive ratably the net assets available after the payment of all debts and other liabilities, and subject further only to the prior rights of any outstanding Preferred Stock which may be authorized and issued in the future. The holders of Common Stock have no preemptive, subscription, redemption or conversion rights. The outstanding shares of Common Stock are, and the shares offered herein will be, when issued and paid for, fully paid and non-assessable. Cumulative voting in the election of directors is not permitted and the holders of a majority of the number of outstanding shares will be in a position to control the election of directors at a general shareholder meeting and may elect all of the directors standing for election. We have no present intention to pay cash dividends to the holders of Common Stock. Preferred Stock We have shares of Preferred Stock authorized, none of which have been designated. shares are issued and outstanding. |
SUBSEQUENT EVENTS |
9 Months Ended |
|---|---|
Sep. 30, 2023 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 6 — SUBSEQUENT EVENTS Management has evaluated subsequent events pursuant to the requirements of ASC 855, Subsequent Events, from the balance sheet date through the date the consolidated unaudited financial statements were issued and has determined that no material subsequent events exist. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
9 Months Ended |
|---|---|
Sep. 30, 2023 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited condensed financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company’s Form 10-K for the year ended December 31, 2022. |
| Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with US 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. |
| Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and Blue Carriage Events, Inc., its wholly owned subsidiary. During the nine months ending September 30, 2023 and the year ending December 31, 2022, Blue Carriage has had no transactions and has no bank account. |
| Recent Accounting Standards | Recent Accounting Standards The Company has implemented all new accounting pronouncements that are in effect and applicable. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company 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. |
RELATED PARTY TRANSACTIONS (Tables) |
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Sep. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Related Party Debt |
|
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) |
Sep. 30, 2018 |
Mar. 24, 2023 |
|---|---|---|
| Defined Benefit Plan Disclosure [Line Items] | ||
| Number of Shares Issued | 100 | |
| VentureVest Capital Corp. | ||
| Defined Benefit Plan Disclosure [Line Items] | ||
| Loan for Working Capital | $ 50,000 |
GOING CONCERN (Details Narrative) |
9 Months Ended |
|---|---|
Sep. 30, 2023 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Going Concern, Management's Evaluation | The Company does not have sufficient working capital for its planned activity, and to service its debt, which raises substantial doubt about its ability to continue as a going concern. |
| Going Concern, Management's Plans | If unable to overcome these setbacks, we may need to change the direction of the Company, including seeking a company for a merger candidate. |
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
9 Months Ended | |
|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
|
| Short-Term Debt [Line Items] | ||
| Proceeds from Related Party Debt | $ 55,000 | $ 11,800 |
| Repayments of Related Party Debt | $ 3,000 | |
| Notes Maturity Date | Dec. 31, 2023 | |
| Notes Interest Rate, Stated Percentage | 4.00% | |
| September 30, 2023 | ||
| Short-Term Debt [Line Items] | ||
| Notes Maturity Date | Dec. 31, 2024 | |
| Notes Interest Rate, Stated Percentage | 4.00% | |
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares |
Sep. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Equity [Abstract] | ||
| Common Stock, Shares Authorized | 45,000,000 | 45,000,000 |
| Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
| Common Stock, Shares, Issued | 4,450,000 | 4,450,000 |
| Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
| Preferred Stock, Shares Issued | 0 | 0 |
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