UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended
December 31, 2018
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Commission file number
000-24970
ALL-AMERICAN SPORTPARK, INC.
(Exact name of registrant as specified in its charter)
|
Nevada
|
88-0203976
|
|
(State or other jurisdiction of incorporation or organization)
|
(I. R. S. Employer Identification No.)
|
6730 South Las Vegas Boulevard Las Vegas, NV 89119
(Address of principal
executive offices)
(702) 798-7777
(Registrant’s telephone number, including area code)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
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. [X] Yes
[
]
No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and
posted 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 and post such files).
[X] Yes
[ ]
No
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 [ ]
|
|
Non-accelerated filer [ ] (Do not check if a smaller reporting
company)
|
Smaller reporting company [X]
|
|
|
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).
[X] Yes
[ ]
No
As of June 30, 2018, the aggregate market value of voting stock held
by non-affiliates of the registrant was approximately $1,664,000 based on the last sale price reported for the
registrant’s Common Stock on the OTC Bulletin Board of $0.74 per share on such date.
The number of shares of Common Stock, $0.001 par value, outstanding
on March 12, 2019 was 5,658,123 shares.
ii
A
LL
-A
MERICAN
S
PORTPARK
,
INC
.
F
ORM
10-K
I
NDEX
iii
iv
PART I
ITEM 1. BUSINESS
On October 18, 2016, the Company completed the closing of the
Transfer Agreement for the sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”),
which constituted substantially all of the Company’s assets. As a result of the closing of the Transfer Agreement, the
Company now has no or nominal operations and no or nominal assets and is therefore considered to be a “Shell Company” as
that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
At this time, our purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which
desire to seek the perceived advantages of a corporation whose securities are registered pursuant to the Exchange
Act.
HISTORICAL DEVELOPMENT
The Company was incorporated in Nevada on March 6, 1984, under the name “Sporting Life,
Inc.” The Company’s name was changed to “St. Andrews Golf Corporation” on December 27, 1988, to “Saint Andrews Golf
Corporation” on August 12, 1994, and finally to All-American SportPark, Inc. (“AASP”) on December 14, 1998.
In December 1994, the Company completed an initial public offering of 1,000,000 Units,
each Unit consisting of one share of Common Stock and one Class A Warrant. The net proceeds to the Company from this
public offering were approximately $3,684,000. The Class A Warrants expired unexercised on March 15, 1999.
On July 12, 1996, the Company entered into a lease agreement of land in Las Vegas,
Nevada, on which the Company developed a Golf Center and All-American SportPark, (“SportPark”) properties. The
discontinued SportPark that opened for business in October 1998 was disposed of in May 2001.
On June 15, 2011, the Company entered into a Stock Transfer Agreement with Saint Andrews
pursuant to which the Company transferred 49% of the outstanding common stock of All-American Golf Center, Inc.
("AAGC"), a subsidiary of the Company, to Saint Andrews Golf Shop, Ltd. ("Saint Andrews") in exchange for the
cancellation of $600,000 of debt owed by the Company to Saint Andrews.
Saint Andrews is owned by Ronald Boreta, the Company's President and a Director and John
Boreta, his brother. John Boreta is a principal shareholder of the Company and became Director of the Company in 2012.
The debt owed by the Company to Saint Andrews was from advances made in the past by Saint Andrews to provide the Company
with working capital.
On June 10, 2016, the Company
entered into a Transfer Agreement for the sale and transfer of the Company’s remaining 51% interest in AAGC, which
constituted substantially all of the Company’s assets. On October 18, 2016, the Company completed the closing of
the Transfer Agreement pursuant to which the Company transferred the 51% interest in AAGC to Ronald Boreta and John
Boreta (the “Boretas”), and also issued to the Boretas 1,000,000 shares of the Company’s common stock, in exchange for
the cancellation of promissory notes held by the Boretas and the interest accrued thereon totaling approximately
$8,613,000.
1
In connection with the closing of
the Transfer Agreement, AAGC assumed the obligation of the Company to pay Ronald Boreta for deferred salary which
currently totals approximately $320,000. In addition, AAGC cancelled approximately $4,125,000 in advances previously
made by it to the Company to fund its operations.
Also in connection with the
closing of the Transfer Agreement, entities controlled by the Boretas cancelled approximately $1,367,000 owed to them by
the Company. The Company cancelled approximately $27,605 owed to the Company by entities controlled by the
Boretas.
As a result of the closing of the
Transfer Agreement, the Company now has nominal operations and assets
.
BUSINESS PLAN
Our business plan is to seek, investigate, and, if warranted, acquire an interest in a
business opportunity. Such an acquisition may be made by merger, exchange of stock, or otherwise. We have very limited
sources of capital, and will likely be able to take advantage of only one business opportunity. As of the date of this
report we have been investigating business opportunities, but we have not reached any preliminary or definitive
agreements or understandings with any person concerning an acquisition or merger.
Our search for a business opportunity will not be limited to any particular geographical
area or industry and may include both U.S. and international companies. Our management has complete discretion in
seeking and participating in a business opportunity, subject to the availability of such opportunities, economic
conditions and other factors. Our management believes that companies who desire a public market to enhance liquidity for
current stockholders, or plan to acquire additional assets through issuance of securities rather than for cash, will be
potential merger or acquisition candidates.
The selection of a business opportunity in which to participate may be complex and will
be made by management in the exercise of their business judgment which may act without consent, vote, or approval of our
shareholders. We cannot assure you that we will be able to identify and merge with or acquire any business opportunity
which will ultimately prove to be beneficial to the Company and our shareholders. Should a merger or acquisition prove
unsuccessful, it is possible management may decide not to pursue further acquisition activities and management may
abandon such a search and the Company may become dormant or be dissolved.
The Company expects that business opportunities will come to
our attention from various sources, including our officers and directors, our stockholders, professional advisors, such
as securities broker-dealers, investment banking firms, venture capitalists and others who may present unsolicited
proposals.
2
Our management will analyze the business opportunities;
however, none of our management are professional business analysts. Our management has had limited experience with
mergers and acquisitions of business opportunities. Our due diligence related to business opportunities is expected to
encompass, meetings with the target business’s management and inspection of its facilities, as necessary, as well as a
review of financial and other information which is made available to our management. This due diligence review may be
conducted either by our management or by unaffiliated third parties we may engage. Our limited funds and the lack of
full-time management may limit our ability to conduct an exhaustive investigation and analysis of a target business
before we consummate a business combination. We anticipate that we will rely upon funds provided by advances and/or
loans from management and significant stockholders to conduct the investigation and analysis of any potential businesses
opportunity. We may also rely upon the issuance of our common stock in lieu of cash payments for services or expenses
related to any analysis. Management decisions, therefore, will likely be made without independent analysis. We will
likely make decisions based on information provided by the promoters, owners or other persons associated with the
business opportunity.
The legal structure of our participation in a business
opportunity may include, but will not be limited to, leases, purchase and sale agreements, licenses, joint ventures and
other contractual arrangements. We may act directly or indirectly through an interest in a partnership, corporation or
other form of organization. We may be required to merge, consolidate or reorganize with other corporations or forms of
business organizations. In addition, our present management and stockholders most likely will not have control of a
majority of our voting shares following a merger or reorganization transaction. As part of such a transaction, our
existing directors may resign and new directors may be appointed to fill those vacancies without any vote by our
stockholders.
Our participation in a business opportunity would likely come through the issuance of
common stock or other securities. In certain circumstances the criteria for determining whether or not an
acquisition is a so-called "tax free" reorganization under Section 368(a) (1) of the Internal Revenue Code of 1986, as
amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the
surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free"
provisions provided under the Code, all prior stockholders would in that circumstance retain 20% or less of the total
issued and outstanding shares of the surviving entity. This would result in substantial dilution to the equity of those
persons who were our shareholders prior to such reorganization.
Significant stockholders may actively negotiate or otherwise consent to the purchase of
all or a portion of their common stock as a condition to, or in connection with, a proposed reorganization, merger or
acquisition. It is not anticipated that any such opportunity would be afforded to other stockholders or that such other
stockholders would be afforded the opportunity to approve or consent to any particular stock buy-out transaction. We
have not adopted any procedures or policies for the review, approval or ratification of any related party
transactions.
COMPETITION
We face substantial competition in our effort to locate attractive business
opportunities. Business development companies, venture capital partnerships and corporations, venture capital affiliates
of large industrial and financial companies, special purpose acquisition companies (SPACs), small investment companies,
and wealthy individuals are our primary competition. Many of these entities have significantly greater experience,
resources and managerial capabilities than we do and may be in a better position than we are to obtain access to
attractive business opportunities.
3
COMPLIANCE WITH SECURITIES LAWS
The Company is subject to the Exchange Act of 1934 and is required to file annual
reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and will be required to timely
disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant
amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K. We are
also subject to Section 14(a) of the Exchange Act which requires the Company to comply with the rules and regulations of
the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to our stockholders at a special
or annual meeting of stockholders or pursuant to a written consent will require us to provide our stockholders with the
information outlined in Schedules 14A or 14C of Regulation 14A; preliminary copies of this information must be submitted
to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to our
stockholders.
Since we are a ‘shell company,” if we were to acquire a non-reporting company, we
would be required to file a Current Report on Form 8-K that would include all information about such
“non-reporting issuer” as would have been required to be filed by that entity had it filed a Form 10 Registration
Statement with the SEC.
EMPLOYEES
The Company currently has no employees.
ITEM 1A.
RISK FACTORS
Not required.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
The Company has no properties. The Company’s corporate offices are located at 6730 South
Las Vegas Boulevard, Las Vegas, Nevada 89119 in space shared with AAGC.
ITEM 3. LEGAL PROCEEDINGS
The Company is not presently a party to any legal proceedings, except for routine
litigation that is incidental to the Company’s business.
4
ITEM 4. MINE SAFETY DISCLOSURES.
This item is not applicable to the Company.
PART II
ITEM 5. MARKET FOR REGISTANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER
PURCHASES OF EQUITY SECURITIES
MARKET INFORMATION. The Company’s common stock is traded in the over-the-counter market
and is quoted on the OTC Bulletin Board under the symbol AASP. The following table sets forth the high and low sales
prices of the common stock for the periods indicated.
|
|
|
|
|
|
|
|
|
HIGH
|
|
LOW
|
|
Year Ended December 31, 2018
|
|
|
|
|
|
First Quarter
|
$
|
0.99
|
$
|
0.52
|
|
Second Quarter
|
$
|
0.84
|
$
|
0.45
|
|
Third Quarter
|
$
|
0.51
|
$
|
0.35
|
|
Fourth Quarter
|
$
|
0.59
|
$
|
0.37
|
|
|
|
|
|
|
|
Year Ended December 31, 2017:
|
|
|
|
|
|
First Quarter
|
$
|
0.74
|
$
|
0.39
|
|
Second Quarter
|
$
|
0.64
|
$
|
0.31
|
|
Third Quarter
|
$
|
0.99
|
$
|
0.31
|
|
Fourth Quarter
|
$
|
0.75
|
$
|
0.46
|
5
HOLDERS
The number of holders of record of the Company’s $0.001 par value common stock as of
March 25, 2019 was approximately 1,047. This does not include approximately 1,500 shareholders who hold stock in
their accounts at broker/dealers.
DIVIDENDS
Holders of common stock are entitled to receive such dividends as may be declared by the
Company’s Board of Directors. No dividends have been paid with respect to the Company’s common stock and no dividends
are expected to be paid in the foreseeable future. It is the present policy of the Board of Directors to retain all
earnings to provide for the growth of the Company. Payment of cash dividends in the future will depend, among other
things, upon the Company’s future earnings, requirements for capital improvements and financial condition.
SALES OF UNREGISTERED SECURITIES.
During the quarter ended December 31, 2018, the Company had no sales of unregistered securities.
ISSUER PURCHASES OF EQUITY SECURITIES
None.
ITEM 6. SELECTED FINANCIAL DATA.
Not required.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following information should be read in conjunction with the Company’s Financial
Statements and the Notes thereto included in this report.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our financial statements are prepared in accordance with accounting principles generally
accepted in the United States (“GAAP”) In connection with the preparation of the financial statements, we are required
to make assumptions and estimates about future events that affect the reported amounts of assets, liabilities, revenue,
expenses and the related disclosures. We base our assumption and estimate on historical experience and other factors
that management believes are relevant at the time our financial statements are prepared. On a periodic basis, management
reviews the accounting policies, assumptions and estimates to ensure that our financial statements are presented fairly
and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty,
actual results could differ from the estimates and assumptions, and such differences could be material.
6
Our significant accounting policies are discussed in Note 2, Summary of Significant
Accounting Policies in the Notes to the Financial Statements. The following accounting policies are most critical in
fully understanding and evaluating our reported financial results.
Use of Estimates
The preparation of 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, and the disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amount of revenues and expenses during the reporting period.
Significant estimates and assumptions made by management include, but are not limited to, the determination of the
provision for income taxes and the fair value of stock-based compensation. The Company bases the estimates on historical
experience and on various other assumptions that are believed to be reasonable. Actual results could differ from those
estimates.
Fair value of financial
instruments
Fair value is defined as the exchange price that would be
received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for
the asset or liability in an orderly transaction between market participants on the measurement date. An entity is
required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
There are three levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices in active markets that are accessible at the
measurement date for identical assets or liabilities.
Level 2 - Quoted prices for similar assets and liabilities in active
markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived
valuations in which all significant inputs and significant value drivers are observable in active markets.
Level 3 - Unobservable inputs that are supported by little or no
market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities
include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or
similar techniques, as well as instruments for which the determination of fair value requires significant management
judgment or estimation.
Inputs are used in applying the various valuation techniques
and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions
about risk. An investment’s level within the fair value hierarchy is based on the lowest level of any input that is
significant to the fair value measurement. However, the determination of what constitutes “observable” requires
significant judgment by the Company. Management considers observable data to be market data which is readily available,
regularly distributed or updated, reliable and verifiable, not proprietary, provided by multiple, independent sources
that are actively involved in the relevant market. The categorization of an investment within the hierarchy is based
upon the pricing transparency of the investment and does not necessarily correspond to the Company’s perceived risk of
that investment.
7
At December 31, 2018, and 2017, the carrying amount of
prepaid, accounts payable and accrued liability, accounts payable and accrued liability–related parties and due to
related parties approximate fair value because of the short maturity of these instruments.
Revenue
The Company has no revenue.
Earnings per share
Basic earnings per share are computed by dividing income from
continuing operations. Earnings per common share – Basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities. Basic earnings per share is computed using the weighted-average number of
outstanding common shares during the applicable period. Diluted earnings per share is computed using the weighted
average number of common and dilutive common stock equivalent shares outstanding during the period. Common stock
equivalent shares are excluded from the computation if their effect is antidilutive.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company believes there was no new accounting guidance adopted but not yet effective
that either has not already been disclosed in prior reporting periods or is relevant to the readers of the Company’s
financial statements.
OVERVIEW OF CURRENT OPERATIONS
On October 18, 2016, the Company completed the closing of the Transfer Agreement for the
sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”), which constituted
substantially all of the Company’s assets. As a result of the closing of the Transfer Agreement, the Company now has no
or nominal operations and no or nominal assets and is therefore considered to be a “Shell Company” as that term is
defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
At this time, our purpose is to seek, investigate and, if such investigation warrants,
acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the
perceived advantages of a corporation whose securities are registered pursuant to the Exchange Act. We will not
restrict our search to any specific business or geographical location.
This discussion of our proposed business is purposefully general and is not meant to be
restrictive of our discretion to search for and enter into potential business opportunities.
Management anticipates that we may be able to participate in only one potential business
venture because we have nominal assets and limited financial resources. This lack of diversification should be
considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one
venture against gains from another.
8
We may seek a business opportunity with entities that have recently commenced
operations, or that wish to utilize the public marketplace in order to raise additional capital in order to expand into
new products or markets, to develop 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.
The Company has not entered into any definitive or binding agreements and there are no
assurances that such transactions will occur. Such a combination would normally take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange. The Company may determine to structure any business
combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal
Revenue Code of 1986, as amended.
It is anticipated that any securities issued in any such business combination would be
issued in reliance upon an exemption from registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified times thereafter. If such registration
occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business
combination or has consummated a business combination. The issuance of additional securities and their potential sale
into any trading market in the Company's securities may depress the market value of the Company's securities in the
future.
RESULTS OF OPERATIONS – YEAR ENDED DECEMBER 31, 2018 VERSUS YEAR ENDING DECEMBER 31, 2017.
GENERAL AND ADMINISTRATIVE (“G&A”)
G&A expenses consist principally of administrative payroll, professional fees, and
other corporate costs. These expenses decreased by $5,216 to $80,774 in 2018 from $85,990 in 2017 the decrease is
attributed to a decline in legal fees from 2017 to 2018.
IMPAIRMENT ON PROPERTY AND EQUIPMENT
In 2018 and 2017 there was no impairment on property and equipment.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization decreased by $196 in 2018 to $55 from $251 in 2017. The
decrease in depreciation is a result of assets reaching their full depreciation during 2018.
OTHER INCOME AND INTEREST EXPENSE
There was no interest expense in 2018 and 2017.
9
NET LOSS
In 2018, the net loss from operations was $80,774 as compared to net loss of $85,990 in
2017. The reduction in the net loss was due to the decrease in G&A expenses.
CASH FLOW
The net cash used for operating activities decreased from $97,457 in 2017 compared to
$78,073 in 2018. The Company was still dependent on related parties to fund its operation.
LIQUIDITY AND CAPITAL RESOURCES
We currently have no cash and do not have an ongoing source of revenue sufficient to
cover our operating costs. We intend to obtain funding from related parties to cover our expenses; however, there
is no assurance that such funding will continue to be available. Our ability to continue as a going concern on a
long term basis is dependent upon our ability to find a suitable business opportunity and acquire or enter into a merger
with such company.
During the next 12 months we anticipate incurring additional costs related to the filing
of Exchange Act reports. We believe we will be able to meet these costs through advances and loans provided by
management. We may also rely on the issuance of our common stock in lieu of cash to convert debt or pay for
expenses.
FORWARD LOOKING STATEMENTS
This document contains “forward-looking statements.” All statements other than
statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws,
including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the
plans, strategies and objections of management for future operations; any statements concerning proposed new services or
developments; any statements regarding future economic conditions or performance; any statements or belief; and any
statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,”
“continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our
estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to
update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are
made. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Although we believe that the expectations reflected in any of
our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in
any of our forward-looking statements. Our future financial condition and results of operations, as well as any
forward-looking statements, are subject to change. The factors affecting these risks and uncertainties include, but are
not limited to:
-
the inability of management to effectively implement our strategies and business
plan;
-
the willingness of management to pay for our ongoing expenses; and
-
the other risks and uncertainties detailed in this report.
10
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements are set forth on pages F-1 through F-13 hereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Company’s management carried out
an evaluation, under the supervision of and with the participation of the Chief Executive Officer and Principal
Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as
defined in Rules 13a-15 and 15d-15 under the Exchange Act). Based upon that evaluation, the Company’s Chief Executive
Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of
the end of the period covered by this report due to a control deficiency. Specifically, at December 31, 2018 we did not
have sufficient personnel to allow segregation of duties to ensure the completeness or accuracy of our information. Due
to the size of the Company and its limited operations, we are unable to remediate this deficiency until we acquire or
merge with another company.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control
over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f).
Our Chief Executive Officer and Chief Financial Officer 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 Framework”). Based on
our evaluation under the COSO Framework, our management concluded that our internal controls over financial reporting
were not effective as of December 31, 2018. Specifically we did not have sufficient personnel to allow segregation
of duties to ensure the completeness or accuracy of our information. Due to the size of the Company and its limited
operations, we are unable to remediate this deficiency until we acquire or merge with another company.
The annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation
by Section 989G of the Dodd Frank Wall Street Reform and Consumer Protection Act.
11
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in internal control over financial reporting that occurred during
the fourth quarter of the fiscal year covered by this report that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
12
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The Directors and Executive Officers of the Company are as follows:
|
|
|
|
|
NAME
|
AGE
|
POSITIONS AND OFFICES HELD
|
|
Ronald S. Boreta
|
56
|
President, Chief Executive Officer,
Treasurer, Secretary and
Director
|
|
Steven Miller
|
75
|
Director
|
|
Cara Corrigan
|
57
|
Director
|
|
John Boreta
|
58
|
Director
|
Ronald Boreta and John Boreta are brothers. There are no other family relationships
between any of the Directors and Executive Officers of the Company.
The Company does not currently have an audit committee or an “audit committee financial
expert” because it is not legally required to have one and due to the limited size of the Company's operations, it is
not deemed necessary. The Company presently has no compensation or nominating committee.
All Directors hold office until the next Annual Meeting of Shareholders.
Officers of the Company are elected annually by, and serve at the discretion of, the
Board of Directors.
The following sets forth biographical information as to the business experience of each
officer and director of the Company for at least the past five years.
RONALD S. BORETA has served as President of the Company since 1992, Chief Executive
officer (Principal Executive Officer) since August 1994, Principal Financial Officer since February 2004, and a Director
since its inception in 1984. The Company employed him from its inception in March 1984, with the exception of a
6-month period in 1985 when he was employed by a franchisee of the Company located in San Francisco, California, until
June 2016 when the Company transferred its interests in AACG. Since that time he has been employed by AAGC as its
President. Prior to his employment by the Company, Mr. Boreta was an assistant golf professional at San Jose
Municipal Golf Course in San Jose, California, and had worked for two years in South San Francisco, California.
Mr. Boreta currently devotes approximately 60% of his time to the business of the
Company. Ronald S. Boreta was selected to be a Director of the Company because of his long experience with the
Company and because he has served as its sole executive officer for many years. He has also served as an executive
officer and director of another publicly-held company, Sports Entertainment Enterprises, Inc. (subsequently named "CKX,
Inc.").
13
STEVEN MILLER is the Chief Executive Officer of Agassi Enterprises and Agassi Graf
Holdings since January 2009. He is responsible for the leadership and operation of two for-profit entities.
He is responsible for the coordination of business ventures, strategies and personnel evaluations, as well as managing
and representing the Agassi Graf Lifestyle brand. Since January 2008, Mr. Miller has also served as CEO of the Andre
Agassi Foundation for Education. In that capacity, he is responsible for the leadership and operation of the Foundation
enterprise, and managing the financial portfolio. From May 2008 to April 2010, Mr. Miller was the CEO of Power
Plate International, and Executive Chairman of the Board of Directors. He previously served as a senior analyst
and adjunct professor at the University of Oregon’s Warsaw Sports Marketing Center; President of Devine Sports in
Chicago; and President and CEO of the Professional Bowlers Association in Seattle.
Agassi ASI Group, LLC and Investment AKA, LLC currently hold approximately 35% of the
Company's outstanding common stock. Both of these are limited liability companies whose members include Andre K. Agassi.
The election of Mr. Miller to the Board of Directors may be considered to be a result of the relationship of Mr. Miller
to Andre Agassi.
CARA CORRIGAN
started as an employee of the Company in 1997 as the Assistant
Controller and then became the Executive Assistant to the President (Ronald Boreta) in 1999 and served as his assistant
until June of 2008. In June of 2009, she became the Company’s Corporate Controller working in that position until
May of 2015. Ms. Corrigan proved herself a dedicated employee with the Company and continues to be well aware of the
activities and direction of the Company. Ms. Corrigan now lives in Reno, NV, where, since March 2017, she has been the
Director of Operations and Administration for Minerva Office Management, a family trust office, where she manages all
aspects of the office and staff on a daily basis. She also is responsible for working with trust family members both
domestically and internationally. From June 2015 to March 2017, she was the Financial Controller for a business
conglomerate that included real estate, a clothing line, autos and horses. Mrs. Corrigan oversaw all aspects of
the business including working internationally with the firm’s Danish office
.
JOHN BORETA was elected to the Board during the third quarter of 2013. John has
served as General Manager of the golf center that was owned by the Company until October 2016 (now named the “Las Vegas
Golf Center”) since its inception in 1997. He is involved in all aspects of the day to day operation of the facility.
John moved to Las Vegas in 1981 to work in the family golf business, Las Vegas Golf and Tennis. He was involved in the
daily store operations as a retail sales manager, as well as mail-order sales supervisor. He was promoted to store
manager for a store that exceeded $10 million in sales annually. In addition to his involvement with TaylorMade Golf
Experience, he is co-owner of 2 golf retail stores in Las Vegas, including the Saint Andrews Golf Shop which is a tenant
at the golf center, with his brother, Ronald S. Boreta.
14
SECTION 16(A) BENEFICIAL REPORTING COMPLIANCE
Based solely on a review of Forms 3 and 4 and amendments thereto furnished to the
Company during its most recent fiscal year, and Forms 5 and amendments thereto furnished to the Company with respect to
its most recent fiscal year and certain written representations, no persons who were either a director, officer,
beneficial owner of more than 10% of the Company's common stock, failed to file on a timely basis reports required by
Section 16(a) of the Exchange Act during the most recent fiscal year.
CODE OF ETHICS
The Board of Directors adopted a Code of Ethics on March 26, 2008. The Code of Ethics
was filed as Exhibit 14 to the Company's Report on Form 10-KSB for the year ended December 31, 2007.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation received for
services rendered in all capacities to the Company for the years ended December 31, 2018 and 2017 by the Company's
President. The Company has no other executive officers.
SUMMARY COMPENSATION TABLE
OUTSTANDING EQUITY AWARDS AT
FISCAL YEAR-END
|
NAME AND
PRINCIPAL
POSITION
|
|
|
|
|
|
STOCK
|
OPTION
|
|
ALL OTHER
|
|
|
|
|
|
|
|
SALARY
|
|
BONUS
|
AWARDS
|
AWARDS
|
|
COMPEN-
|
|
TOTAL
|
|
|
|
YEAR
|
|
($)
|
|
($)
|
($)
|
($)
|
|
SATION
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
($)
|
|
|
|
Ronald S.
Boreta,
President
|
2018
|
$
|
-
|
$
|
0
|
--
|
--
|
$
|
-
|
$
|
-
|
|
|
|
2017
|
$
|
-
|
$
|
0
|
--
|
--
|
$
|
-
|
$
|
-
|
|
There were no outstanding equity awards held by executive officers at December 31, 2017
and December 31, 2018.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company do not receive any fees for meetings that
they attend, but they are entitled to reimbursement for reasonable expenses incurred while attending such meetings. In
2018 and 2017 no compensation was paid to the Company’s directors for their services.
15
EMPLOYMENT AGREEMENT
Effective August 1, 1994, the Company entered into an employment agreement with Ronald
S. Boreta, the Company's President, and Chief Executive Officer, pursuant to which he received a base salary that was
increased to $120,000 in beginning the year ended December 31, 1996. The term of the employment agreement ended in May
2013, but he continued to be employed by the Company on the same basis. Ronald S. Boreta received the use of an
automobile, for which the Company paid all expenses and full medical and dental coverage. These arrangements ended in
connection with the closing of the Transfer Agreement in October 2016. Ronald S. Boreta has agreed that for a
period of three years from the termination of his employment agreement that he will not engage in a trade or business
similar to that of the Company.
16
I
TEM 12. SECUIRTY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table sets forth, as of April 1, 2019, the stock ownership of each person known by the Company to be the
beneficial owner of five percent or more of the Company’s common stock, each Executive Officer and Director
individually, and all Directors and Executive Officers of the Company as a group. Except as noted, each person has sole
voting and investment power with respect to the shares.
(1) Includes 602,229 shares held directly and 248,255 shares which
represents Ronald Boreta's share of the Common Stock held by Boreta Enterprises, Ltd.
NAME AND
ADDRESS
OF BENEFICIAL OWNERS
|
AMOUNT AND
NATURE
OF BENEFICIAL
OWNERSHIP
|
|
PERCENT
OF CLASS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald S. Boreta
6730 Las
Vegas
Blvd. South
Las Vegas, NV 89119
|
850,484
|
(1)
|
15.03
|
%
|
|
|
|
|
|
|
ASI Group, LLC
Investment AKA, LLC c/o Agassi Enterprises, Inc.
3883 Howard Hughes Pkwy, 8
th
Fl.
Las Vegas, NV 89109
|
1,589,167
|
(4)
|
28.13
|
%
|
|
|
|
|
|
|
John Boreta
6730 Las
Vegas Blvd. South
Las Vegas, NV 89119
|
701,439
|
(2)
|
12.40
|
%
|
|
|
|
|
|
|
Boreta Enterprises, Ltd.
6730 Las Vegas Blvd. South
Las Vegas, NV 89119
|
360,784
|
(3)
|
6.38
|
%
|
|
|
|
|
|
|
Steve Miller
3883 Howard
Hughes Pkwy., 8
th
Fl.
Las Vegas, NV 89169
|
34,000
|
(5)
|
0.60
|
%
|
|
|
|
|
|
|
Cara Corrigan
6730 Las
Vegas Blvd. South
Las Vegas, NV 89119
|
34,000
|
(5)
|
0.60
|
%
|
|
|
|
|
|
|
|
All Directors and Executive Officers as a
Group (4 persons)
|
1,619,923
|
(6)
|
28.63
|
%
|
(1) Includes 602,229 shares held directly and 248,255 shares
which represents Ronald Boreta's share of the Common Stock held by Boreta Enterprises, Ltd.
17
(2) Includes 591,735 shares held directly and 108,704 shares which represents John
Boreta's share of the Common Stock held by Boreta Enterprises Ltd.
(3) Direct ownership of shares held by Boreta Enterprises Ltd., a limited liability
company owned by Ronald and John Boreta and the Estate of Vaso Boreta. Boreta Enterprises Ltd. percentage ownership is
as follows:
|
Ronald S. Boreta
|
68.81
|
%
|
|
John Boreta
|
30.13
|
%
|
|
Estate of Vaso Boreta
|
1.06
|
%
|
(4) ASI Group LLC and Investment AKA, LLC are both Nevada
limited liability company’s whose members include Andre K. Agassi.
(5) All shares are owned directly.
(6) Includes shares beneficially held by the four named Directors and Executive Officers.
EQUITY COMPENSATION PLAN INFORMATION
As of December 31, 2018, the Company had no compensation plans (including individual
compensation arrangements) under which equity securities of the Company were authorized for issuance in the future.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Related Party Transactions
AAGC’s employees have provided administrative/accounting support for the Company and two
golf retail stores: one named Saint Andrews Golf Shop ("Saint Andrews") and the other one named Las Vegas Golf and
Tennis ( “Westside Store”), owned by Ronald Boreta, the Company's President, and John Boreta, a Director of the Company.
The Saint Andrews store is the retail tenant in the golf center. On October 18, 2016, AAGC ceased to be a
subsidiary of the Company as a result of the closing of the Transfer Agreement.
In addition to the administrative/accounting support provided by AAGC to the above
stores, the Company received funding for operations from these and various other stores owned by Ronald Boreta and John
Boreta. These funds helped pay for office supplies, phone charges, postages and salaries. The net amount due to these
stores totaled $237,354 and $159,281 as of December 31, 2018 and 2017, respectively. The amounts are non-interest
bearing and due out of available cash flows of the Company.
Until October 2016, both Ronald Boreta and John Boreta
continued to defer half of their monthly salaries until the Company was in a more positive financial state. The
amounts deferred for 2016 (through October 18) were $85,000. The obligations to pay the deferred salaries were assumed
by AAGC in connection with the closing of the Transfer Agreement.
18
On June 10, 2016, the Company
entered into a Transfer Agreement for the sale and transfer of the Company’s remaining 51% interest in AAGC, which
constituted substantially all of the Company’s assets. On October 18, 2016, the Company completed the closing of
the Transfer Agreement pursuant to which the Company transferred the 51% interest in AAGC to Ronald Boreta and John
Boreta (the “Boretas”), and also issued to the Boretas 1,000,000 shares of the Company’s common stock, in exchange for
the cancellation of promissory notes held by the Boretas and the interest accrued thereon totaling approximately
$8,613,000.
In connection with the closing of
the Transfer Agreement, AAGC assumed the obligation of the Company to pay Ronald Boreta for deferred salary which
currently totals approximately $320,000. In addition, AAGC cancelled approximately $4,125,000 in advances previously
made by it to the Company to fund its operations.
Also in connection with the
closing of the Transfer Agreement, entities controlled by the Boretas cancelled approximately $1,367,000 owed to them by
the Company. The Company cancelled approximately $27,605 owed to the Company by entities controlled by the
Boretas.
Other Transactions
John Boreta, who became a Director of the Company in 2013, has been employed by
All-American Golf Center (“AAGC”), which was a subsidiary of the Company until October 2016, as its general manager for
over 13 years. On June 15, 2009, AAGC entered into an employment agreement with John Boreta. The employment agreement
was for a period through June 15, 2012 and provided for a base annual salary of $75,000. Although the term of the
employment agreement ended in June 2012, he continued to be employed on the same basis. During 2016, John Boreta
received compensation of $81,000 for his services in that capacity, which included an auto allowance of $6,000. He
also received medical compensation of $13,313 for 2016. The Company’s Board of Directors believes that the above
transactions were on terms no less favorable to the Company than if the transactions were with unrelated third parties.
During 2017, Ron Boreta agreed to forgive an auto allowance payable to him in the amount
of $9,783 which was accounted as capital contribution.
Director Independence
The Company has determined that Steve Miller is an independent director as defined under
the rules used by the NASDAQ Stock Market.
19
ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES
AUDIT FEES
The aggregate fees billed for fiscal years ended December 31, 2018 and 2017 by RBSM for
professional services rendered for the audit of the Company’s annual financial statements and review of financial
statements included in the Company’s quarterly reports on Form 10-Q were $36,000 during each year.
AUDIT RELATED FEES
Not Applicable.
TAX FEES
The aggregate fees billed for tax services rendered by RBSM for tax compliance and tax
advice for the fiscal years ended December 31, 2018 and 2017, were $5,000 during each year.
ALL OTHER FEES
None.
AUDIT COMMITTEE PRE-APPROVAL POLICY
Under provisions of the Sarbanes-Oxley Act of 2002, the Company’s principal accountant
may not be engaged to provide non-audit services that are prohibited by law or regulation to be provided by it, and the
Board of Directors (which serves as the Company’s audit committee) must pre-approve the engagement of the Company’s
principal accountant to provide audit and permissible non-audit services. The Company’s Board has not established
policies or procedures other than those required by applicable laws and regulations.
20
P
ART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
EXHIBIT
|
|
|
|
NUMBER
|
DESCRIPTION
|
LOCATION
|
|
2.1
|
Transfer Agreement dated June 10, 2016, among All-American SportPark, Inc. and Ronald Boreta and John Boreta
|
Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K dated June 10, 2017
|
|
|
|
|
|
3.1
|
Restated Articles of Incorporation
|
Incorporated by reference to Exhibit 3.1 to the Registrant’s Form SB-2 Registration Statement (No.
33-84024)
|
|
|
|
|
|
3.2
|
Certificate of Amendment to Articles of Incorporation
|
Incorporated by reference to Exhibit 3.2 to the Registrant’s Form SB-2 Registration Statement (No.
33-84024)
|
|
|
|
|
|
3.3
|
Revised Bylaws
|
Incorporated by reference to Exhibit 3.3 to the Registrant’s Form SB-2 Registration
Statement (No. 33-08424)
|
|
|
|
|
|
3.4
|
Certificate of Amendment Articles of Incorporation Series A Convertible Preferred
|
Incorporated by reference to Exhibit 3.4 to the Registrant’s Annual report on Form 10-KSB for the year
ended December 31, 1998
|
|
|
|
|
|
3.5
|
Certificate of Designation Series B Convertible Preferred
|
Incorporated by reference to Exhibit 3.5 to the Registrant’s Annual Report on Form 10-KSB for the year
ended December 31, 1998
|
|
|
|
|
|
3.6
|
Certificate of Amendment to Articles of Incorporation - Name change
|
Incorporated by reference to Exhibit 3.6 to the Registrant’s Annual Report on Form 10-KSB for the year
ended December 31, 1998
|
|
|
|
|
|
10.1
|
Employment Agreement With Ronald S. Boreta
|
Incorporated by reference to Exhibit 10.1 to the Registrant’s Form SB-2 Registration Statement (No.
33-84024)
|
21
|
10.2
|
Employment Agreement between John Boreta and All-American Golf Center, Inc. dated June
19, 2009
|
Incorporated by reference to Exhibit 10.3 to the Registrant's Report on Form 8-K filed on June
19, 2009
|
|
|
|
|
|
10.3
|
Addendum No. 2 to Employment Agreement between Ronald Boreta and All-American SportPark, Inc.
dated June 15, 2009.
|
Incorporated by reference to Exhibit 10.4 to the Registrant's Report on Form 8-K filed on June 19,
2009
|
|
|
|
|
|
10.4
|
Agreement with AKA Investments, LLC dated September 23, 2009
|
Incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K filed on September
24, 2009
|
|
|
|
|
|
14
|
Code of Ethics
|
Incorporated by reference to Exhibit 14 to the egistrant’s Annual Report on Form 10-KSB for The
year ended December 31, 2007
|
|
|
|
|
|
31
|
Certification of Chief Executive Officer and Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
Filed herewith electronically
|
|
|
|
|
|
32
|
Certification of Chief Executive Officer and Principal Financial Officer Pursuant to
Section 18 U.S.C. Section 1350
|
Filed herewith electronically
|
22
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
All-American
Sportpark, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of All-American
Sportpark, Inc. (the Company) as of December 31, 2018 and 2017, and the related statements of operations, stockholders’
deficit, and cash flows for each of the years in the two-year period ended December 31, 2018, and the related notes
(collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its
operations and its cash flows for the years ended December 31, 2018 and 2017, in conformity with accounting principles
generally accepted in the United States of America.
The Company's Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has
an accumulated deficit, recurring losses, and expects continuing future losses, and has stated that substantial doubt
exists about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions
and management’s plans regarding these matters are also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain
an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our
audits provide a reasonable basis for our opinion.
/s/RBSM LLP
We have served as the Company’s auditor since 2015.
Henderson, NV
April 1, 2019
F-1
A
LL-A
MERICAN S
PORTPARK, I
NC.
B
ALANCE S
HEETS
|
|
|
December
31,
2018
|
|
|
December
31,
2017
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Prepaid expenses and other current assets
|
$
|
14,215
|
|
$
|
14,225
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
14,215
|
|
|
28,402
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net of accumulated depreciation of $11,637 and
$11,386,respectively
|
|
-
|
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses – long term
|
|
-
|
|
|
14,177
|
|
Total Assets
|
$
|
14,215
|
|
$
|
28,457
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
$
|
6,791
|
|
$
|
18,332
|
|
|
Due to related parties
|
|
237,354
|
|
|
159,281
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
244,145
|
|
|
177,613
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit:
|
|
|
|
|
|
|
|
Preferred stock, Series "B", $0.001 par value, 10,000,000 shares authorized,no shares issued and
outstanding as of December 31, 2018 and 2017, respectively
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value, 50,000,000 shares authorized, 5,658,123 and5,658,123 shares issued
and outstanding as of December 31, 2018 and 2017, respectively
|
|
5,658
|
|
|
5,658
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
28,728,912
|
|
|
28,728,912
|
|
|
Accumulated deficit
|
|
(28,964,500
|
)
|
|
(28,883,726
|
)
|
|
Total stockholder’sdeficit
|
|
(229,930
|
)
|
|
(149,156
|
)
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ Deficit$
|
$
|
14,215
|
|
|
28,457
|
|
The accompanying notes are an integral part of
these financial statements.
F-2
A
LL-A
MERICAN S
PORTPARK, I
NC.
S
TATEMENTS
OF O
PERATIONS
|
|
|
For the
Years Ended December 31,
|
|
|
|
|
2018
|
|
|
2017
|
|
|
Expenses:
|
|
|
|
|
|
|
|
General & administrative
|
$
|
80,719
|
|
$
|
85,739
|
|
|
Depreciation and amortization
|
|
55
|
|
|
251
|
|
|
Total expenses
|
|
80,774
|
|
|
85,990
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
(80,774
|
)
|
|
(85,990
|
)
|
|
|
|
|
|
|
|
|
|
Total other expense
|
|
(80,774
|
)
|
|
(85,990
|
)
|
|
|
|
|
|
|
|
|
|
Net loss before provision for income tax
|
|
(80,774
|
)
|
|
(85,990
|
)
|
|
Provision for income tax expense
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
$
|
(80,774
|
)
|
$
|
(85,990
|
)
|
|
Weighted average number of common shares outstanding-basic and fully
diluted
|
|
5,658,123
|
|
|
5,637,013
|
|
|
|
|
|
|
|
|
|
|
Net loss per share – basic and fully diluted
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
The accompanying notes are an integral part of these
financial statements.
F-3
A
LL-A
MERICAN S
PORTPARK, I
NC.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
F
OR
T
HE Y
EARS E
NDED D
ECEMBER 31, 2018 A
ND 2017
|
|
|
Common
Stock
|
|
|
Additional
Paid in
|
|
|
Accumulated
|
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
|
Balance, December 31, 2016
|
|
5,624,123
|
|
$
|
5,624
|
|
$
|
28,685,503
|
|
$
|
(28,797,736
|
)
|
$
|
(106,609
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for prepaid services
|
|
34,000
|
|
|
34
|
|
|
33,626
|
|
|
|
|
|
33,660
|
|
|
Debt forgiveness- related party
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
-
|
|
|
9,783
|
|
|
-
|
|
|
9,783
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(85,990
|
)
|
|
(85,990
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2017
|
|
5,658,123
|
|
$
|
5,658
|
|
$
|
28,728,912
|
|
$
|
(28,883,726
|
)
|
$
|
(149,156
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(80,774
|
)
|
|
(80,774
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2018
|
|
5,658,123
|
|
$
|
5,658
|
|
$
|
28,728,912
|
|
$
|
(28,964,500
|
)
|
$
|
(229,930
|
)
|
The accompanying notes are an integral part of these
financial statements.
F-4
A
LL -A
MERICAN S
PORTPARK, I
NC.
STATEMENTS OF CASH
FLOWS
|
|
|
For
the Years Ended December 31,
|
|
|
|
|
2018
|
|
|
2017
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
Net loss
|
$
|
(80,774
|
)
|
$
|
(85,990
|
)
|
|
Depreciation expense
|
|
55
|
|
|
251
|
|
|
Amortization of prepaid stock based
compensation
|
|
14,177
|
|
|
5,345
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
10
|
|
|
(49
|
)
|
|
Accounts payable and accrued expenses
|
|
(11,541
|
)
|
|
(17,014
|
)
|
|
Net cash used in operating activities
|
|
(78,073
|
)
|
|
(97,457
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
Proceeds from related parties
|
|
78,073
|
|
|
97,457
|
|
|
Net cash provided
by financing activities
|
|
78,073
|
|
|
97,457
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
-
|
|
|
-
|
|
|
Cash, beginning of period
|
|
-
|
|
|
-
|
|
|
Cash, end of period
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Cash paid for taxes
|
$
|
-
|
|
$
|
-
|
|
|
Cash paid for Interest
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Non-Cash investing and financing:
|
|
|
|
|
|
|
|
Shares prepaid for services
|
$
|
-
|
|
$
|
33,660
|
|
|
Accounts payable forgiven by related party
|
|
-
|
|
$
|
9,783
|
|
The accompanying notes are an integral part of these
financial statements.
F-5
ALL -AMERICAN SPORTPARK, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION
a. BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with the
accounting principles generally accepted in the United States of America (“GAAP”).
b. BUSINESS ACTIVITIES
The Company was incorporated in Nevada on March 6, 1984, under the name “Sporting Life,
Inc.” The Company’s name was changed to “St. Andrews Golf Corporation” on December 27, 1988, to “Saint Andrews Golf
Corporation” on August 12, 1994, and finally to All-American SportPark, Inc. (“AASP”) on December 14, 1998.
In December 1994, the Company completed an initial public offering of 1,000,000 Units,
each Unit consisting of one share of Common Stock and one Class A Warrant. The net proceeds to the Company from this
public offering were approximately $3,684,000. The Class A Warrants expired unexercised on March 15, 1999.
On July 12, 1996, the Company entered into a lease agreement of land in Las Vegas,
Nevada, on which the Company developed a Golf Center and All-American SportPark, (“SportPark”) properties. The
discontinued SportPark that opened for business in October 1998 was disposed of in May 2001.
On June 15, 2011, the Company entered into a Stock Transfer Agreement with Saint Andrews
pursuant to which the Company transferred 49% of the outstanding common stock of All-American Golf Center, Inc.
("AAGC"), a subsidiary of the Company, to Saint Andrews Golf Shop, Ltd. ("Saint Andrews") in exchange for the
cancellation of $600,000 of debt owed by the Company to Saint Andrews.
Saint Andrews is owned by Ronald Boreta, the Company's President and a Director and John
Boreta, his brother. John Boreta is a principal shareholder of the Company and became Director of the Company in 2012.
The debt owed by the Company to Saint Andrews was from advances made in the past by Saint Andrews to provide the Company
with working capital.
On June 10, 2016, the Company entered into a Transfer Agreement for the sale and
transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”), which constituted substantially all
of the Company’s assets. On October 18, 2016, the Company completed the closing of the Transfer Agreement pursuant
to which the Company transferred the 51% interest in AAGC to Ronald Boreta and John Boreta (the “Boretas”), and also
issued to the Boretas 1,000,000 shares of the Company’s common stock, in exchange for the cancellation of promissory
notes held by the Boretas and accrued interest of $8,864,255.
In connection with the closing of the Transfer Agreement, AAGC assumed the obligation of
the Company to pay Ronald Boreta for deferred salary of $340,000. In addition, AAGC cancelled $4,267,802 in advances
previously made by it to the Company to fund its operations.
F-6
Also in connection with the closing
of the Transfer Agreement, entities controlled by the Boretas cancelled $1,286,702 owed to them by the Company. In
addition, the Company cancelled $27,615 of amounts due from entities controlled by the Boretas.
As a result of the Transfer Agreement, on October 18, 2016, the Company derecognized the
assets and liabilities of AAGC.
The sale and transfer of the Company’s 51% interest in AAGC to the controlling
shareholders of the Company is a common control transaction and recorded at book value. Any difference between the
proceeds received by the Company and the book value of assets and liabilities of AAGC, cancellation of promissory notes
and accrued interest, assumption of deferred salary, cancellation of amounts due to and due from entities controlled by
the Boretas is recognized as a capital transaction with no gain or loss recorded
At this time, the Company’s purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to the Company by persons or firms who or which desire
to seek the perceived advantages of a corporation whose securities are registered pursuant to the Exchange Act.
The Company will not restrict our search to any specific business or geographical location.
c. RECLASSIFICATIONS
Certain reclassifications have been made in prior periods’ financial statements to
conform to classifications used in the current period.
NOTE 2
.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. USE OF ESTIMATES
The preparation of 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, and the disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amount of revenues and expenses during the reporting period. Significant estimates
and assumptions made by management include, but are not limited to, the determination of the provision for income taxes,
and valuation of fixed assets. The Company bases the estimates on historical experience and on various other
assumptions that are believed to be reasonable. Actual results could differ from those estimates.
b. CASH AND CASH EQUIVALENTS
All highly liquid investments with original maturities of three months or less are
classified as cash and cash equivalents. The fair value of cash and cash equivalents approximates the amounts shown on
the financial statements. Cash and cash equivalents consist of unrestricted cash in accounts maintained with major
financial institutions.
F-7
c. INCOME TAXES
The Company accounts for income taxes under the asset and liability method, which
requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that
have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined
based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on
deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company
records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized.
In making such determination, the Company considers all available positive and negative evidence, including future
reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent
financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for
recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in
the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which
would reduce the provision for income taxes.
The Company follows the accounting guidance which provides that a tax benefit from an
uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon
examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income
tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially
and in subsequent periods. Also included is guidance on measurement, de-recognition, classification, interest and
penalties, accounting in interim periods, disclosure and transition.
d. STOCK-BASED COMPENSATION
The Company accounts for all compensation related to stock, options or warrants using a
fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is
recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing
model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for
compensation is valued using the market price of the stock on the date of the related agreement.
e. EQUIPMENT
Equipment (Note 5) are stated at cost. Depreciation and amortization is provided for on
a straight-line basis over the following estimated useful lives of the assets:
|
Furniture and equipment
|
3-10 years
|
F-8
f. ADVERTISING
The Company expenses advertising costs as incurred. The Company incurred no advertising
expenses for the three and twelve months ended December 31, 2018 and 2017, respectively.
g. REVENUES
The Company earned no revenues for the twelve months ended December 31, 2018 and 2017, respectively.
h. GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses consisted principally of management, accounting and
other administrative employee payroll and benefits.
i. IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets, including property and equipment, are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset may not be
recoverable. If the long-lived asset or group of assets is considered to be impaired, an impairment charge is recognized
for the amount by which the carrying amount of the asset or group of assets exceeds its fair value. Long-lived assets to
be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.
j. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company adopted ASC 820 which defines fair value as the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair
value hierarchy in order to increase the consistency and comparability of fair value measurements and the related
disclosures. Under this standard certain assets and liabilities must be measured at fair value, and disclosures are
required for items measured at fair value.
The Company currently does not have non-financial assets or
non-financial liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial
assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are
as follows:
Level 1 - Inputs are unadjusted quoted prices in active
markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair
value of the Company’s cash is based on quoted prices and therefore classified as Level 1.
Level 2 - Inputs include quoted prices for similar assets and
liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not
active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield
curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or
other means (market corroborated inputs).
F-9
Level 3 -
Unobservable inputs that reflect management’s assumptions about the assumptions that market participants would use in
pricing the asset or liability.
At December 31, 2018, and 2017, the carrying amount of prepaid, accounts payable and
accrued liability, accounts payable and accrued liability–related parties, and due to related parties approximate fair
value because of the short maturity of these instruments.
k. EARNINGS (LOSS) PER SHARE
Basic earnings per share excludes any dilutive effects of options, warrants, and
convertible securities. Basic earnings per share is computed using the weighted average number of shares of common stock
and common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the
computation if their effect is antidilutive. The Company did not have any stock equivalent shares for the years ended
December 31, 2018 and 2017.
Loss per share is computed by dividing reported net loss by the weighted average number
of common shares outstanding during the period. The weighted-average number of common shares used in the calculation of
basic loss per share was 5,658,123 in 2018 and 5,658,123 in 2017, respectively.
l. RECENT ACCOUNTING POLICIES
The Company believes there was no new accounting guidance adopted but not yet effective
that either has not already been disclosed in prior reporting periods or is relevant to the readers of the Company’s
financial statements.
The Company continually assesses any new accounting
pronouncements to determine their applicability to the Company. Where it is determined that a new accounting
pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of
the change to its financial statements and assures that there are proper controls in place to ascertain that the
Company’s financials properly reflect the change.
NOTE 3.
GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in
the accompanying financial statements, for the year ended December 31, 2018, the Company had net loss of $80,774. As of
December 31, 2018 the Company had an accumulated deficit of $28,964,500 and a stockholder deficit of $229,930.
The Company’s management believes that its operations may not be sufficient to fund
operating cash needs and debt service requirements over at least the next 12 months. As described in Note 1, the
Company’s Board of Directors determined that it was in the best interests of the Company to enter into the Transfer
Agreement with the Boretas. The closing of that agreement resulted in the elimination of nearly all of the debt of
the Company. However, after the closing, the Company has no significant assets and continues to depend on
affiliates to provide funds to pay its ongoing expenses. These factors raise substantial doubt about the company’s
ability to continue as a going concern within one year after the date that the financials are issued.
F-10
The financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to continue as a going concern.
NOTE 4
.
RELATED PARTY TRANSACTIONS
Due to related parties
AAGC has advanced funds to pay certain expenses of the
Company. The Company formerly owned a 51% interest in AAGC.
At December 31, 2018 and December 31, 2017, the total
amounts owed to AAGC were $237,354 and $159,281, respectively.
NOTE 5. PROPERTY AND EQUIPMENT
Property and equipment included the following as of December 31:
|
|
|
2018
|
|
|
2017
|
|
|
Furniture and
Equipment
|
$
|
11,692
|
|
$
|
11,692
|
|
|
Less: Accumulated Depreciation
|
|
11,692
|
|
|
11,637
|
|
|
|
$
|
-
|
|
$
|
55
|
|
Depreciation expenses totaled $55 and $251 for the years ended December 31, 2018 and
2017, respectively.
F-11
NOTE 6
.
COMMITMENTS
The Company has no commitments.
NOTE 7. INCOME TAXES
The Company accounts for income taxes under ASC Topic 740:
Income Taxes, which requires the recognition of deferred tax assets and liabilities for both the expected impact of
differences between the financial statements and the tax basis of assets and liabilities, and for the expected future
tax benefit to be derived from tax losses and tax credit carry-forwards. ASC Topic 740 additionally requires the
establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.
On December 22, 2017, the U.S. federal government enacted
the Tax Cuts and Jobs Act (the “2017 Tax Act”). Management reviewed and incorporated the new tax bill implications in
the 2017 financial statements. The main change is the re-measurement of deferred taxes at the new corporate tax rate of
21%, which reduced the Company’s net deferred tax assets, before valuation allowance, by $2.2 million. Due to full
valuation allowance, the change in deferred taxes was fully offset by the change in valuation allowance.
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
Deferred
tax liabilities:
|
|
|
|
|
Temporary
differences related to:
|
|
|
|
|
|
Depreciation
|
|
(63,569)
|
|
(142,855)
|
|
|
|
|
|
|
|
Deferred tax assets:
|
|
|
|
|
|
Net operating loss carry forward
|
|
3,049,712
|
|
4,787,809
|
|
Related Party
interest
|
|
1,452,887
|
|
2,039,030
|
|
Other
|
|
-
|
|
-
|
Net deferred tax asset before
valuation allowance
|
|
4,439,030
|
|
6,683,984
|
|
Valuation Allowance
|
|
(4,439,030)
|
|
(6,683,984)
|
|
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
Income tax at federal rate
|
|
21.00%
|
|
35.00%
|
|
Permanent differences
|
|
-35.00%
|
|
-35.00%
|
|
|
|
|
|
|
|
Effective income tax
rate
|
|
0.00%
|
|
0.00%
|
F-12
As of December 31, 2018 and 2017, the Company had available for income tax purposes
approximately $21.0 million and $21.0 million respectively in federal net operating loss carry forwards, which may be
available to offset future taxable income. These loss carry forwards expire in 2019 through 2038. The Company may be
limited by Internal Revenue Code Section 382 in its ability to fully utilize its net operating loss carry forwards due
to possible future ownership changes. Management has established a 100% valuation allowance against the net
deferred tax asset since it appears more likely than not that it will not be realized.
The provision (benefit) for income taxes attributable to income (loss) from continuing
operations does not differ materially from the amount computed at the federal income tax statutory rate.
NOTE 8. CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES
PREFERRED STOCK
Preferred stock, Series "B", $0.001 par value, 10,000,000 shares authorized, no shares
issued and outstanding as of December 31, 2018 and 2017. The Company’s Board of Directors shall determine the
rights, preferences, privileges and restrictions of the preferred stock, including dividends rights, conversion rights,
voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting
any series or the designation of any series.
COMMON STOCK
Common stock, $0.001 par value, 50,000,000 shares authorized, 5,658,123 and 5,658,123
shares issued and outstanding as of December 31, 2018 and 2017, respectively.
On August 15, 2017, the Company granted 34,000 shares of restricted common stock to one
employee for services. The restricted common stock granted to the employee was valued at $33,660 and will vest as
follows: 33% of the shares on January 1, 2018, an additional 33% of the shares on January 1, 2019, and the remaining 34%
of the shares on January 1, 2020. The share-based compensation will be amortized ratably over the three year
vesting period. The Company recorded share-based compensation of $14,177 and $5,345 for the years ended December 31,
2018 and 2017, respectively.
NOTE 9
.
SUBSEQUENT EVENTS
Management has evaluated all subsequent events through the date of the filing and
determined that there were none.
F-13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the
undersigned there under duly authorized.
ALL-AMERICAN SPORTPARK, INC.
|
|
|
|
|
Dated: April 1, 2019
|
By:
|
/s/
Ronald S. Boreta
|
|
|
|
Ronald S. Boreta, Chief Executive Officer (Principal Executive Officer and
Principal Financial Officer)
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has
been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
|
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
DATE
|
|
|
|
|
|
/s/
Ronald S. Boreta
|
|
President (Chief Executive Officer),Treasurer (Principal Financial Officer) and Director
|
April 1, 2019
|
|
Ronald S. Boreta
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Steven Miller
|
|
Director
|
April 1, 2019
|
|
Steven Miller
|
|
|
|
|
|
|
/s/
Cara Corrigan
|
|
Director
|
April 1, 2019
|
|
Cara Corrigan
|
|
|
|
|
|
|
/s/
John Boreta
|
|
Director
|
April 1, 2019
|
|
John Boreta
|
|
|
|
Global Acquisitions (PK) (USOTC:AASP)
Historical Stock Chart
From Oct 2024 to Nov 2024
Global Acquisitions (PK) (USOTC:AASP)
Historical Stock Chart
From Nov 2023 to Nov 2024
