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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

[X]         QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2024

 

[ ]         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 000-24970

 

GLOBAL ACQUISITIONS CORPORATION
(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) 317-7302

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

  

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 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).      [X]   Yes   [ ] No

 


       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.

 

Large accelerated filer [ ] 

Accelerated filer [ ] 

Non-accelerated filer [X] 

 

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

  

The number of shares of Common Stock, $0.001 par value, outstanding on May 2, 2024 was 5,658,123 shares. 

 

 

 

GLOBAL ACQUISITIONS CORPORATION

FORM 10-Q

INDEX

 

 

 

Page

 

 

Number

 

 

 

PART I:

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Condensed Financial Statements

1

 

 

 

 

Condensed Balance Sheets at March 31, 2024 (Unaudited) and December 31, 2023

1

 

 

 

 

Condensed Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (Unaudited)

2

 

 

 

 

Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2024 and 2023 (Unaudited)

3

 

 

 

 

Condensed Statements of Cash Flows For the Three Months Ended March 31, 2024 and 2023 (Unaudited)

4

 

 

 

 

Notes to Condensed Financial Statements (Unaudited)

5

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

15

 

 

 

Item 4.

Controls and Procedures

15

 

 

 

PART II:

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

16

 

 

 

Item 1A.

Risk Factors

16

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

16

 

 

 

Item 3.

Defaults Upon Senior Securities

16

 

 

 

Item 4.

Mine Safety Disclosures

16

 

 

 

Item 5.

Other Information

16

 

 

 

Item 6.

Exhibits

17

 

 

 

SIGNATURES

 

 

  

 

 

PART 1 – FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS


GLOBAL ACQUISITIONS CORPORATION

CONDENSED BALANCE SHEETS

 

 

 

March 31, 2024

(unaudited)

 

 

December 31, 2023

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Prepaid expenses and other current assets

$

150

 

$

38

 

 

 

 

 

 

 

 

Total current assets

 

150

 

 

38

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

$

150

 

$

38

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

$

29,640

 

 $

22,680

 

Due to related parties

 

593,670

 

 

587,607

 

 

 

 

 

 

 

 

Total current liabilities

 

623,310

 

 

610,287

 

 

 

 

 

 

 

 

Commitment and Contingencies

 

 -

 

 

 -

 

 

 

 

 

 

 

 

Stockholders' Deficit:

 

 

 

 

 

 

Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023.

 

-

 

 

-

 

Common stock, $0.001 par value, 500,000,000 shares authorized, 5,658,123 and 5,658,123 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

 

5,658

 

 

5,658

 

Additional paid-in capital

 

28,728,912

 

 

28,728,912

 

Accumulated deficit

 

(29,357,730)

 

 

(29,344,819)

 

Total stockholder's deficit

 

(623,160)

 

 

(610,249)

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficit

$

150

 

$

38

 

  

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

1

 

 

 

GLOBAL ACQUISITIONS CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

For the 3 Months Ended March 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

General & administrative

 $

12,911

 

 $

21,683

 

 

 

 

 

 

 

 

Total operating expenses

 

12,911

 

 

21,683

 

 

 

 

 

 

 

 

Loss from operations

 

(12,911)

 

 

(21,683)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total expense

 

(12,911)

 

 

(21,683)

 

 

 

 

 

 

 

 

Net loss before provision for income tax

 

(12,911)

 

 

(21,683)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

$

(12,911)

 

 $

(21,683)

 

Weighted average number of common shares outstanding-basic and fully diluted

 

5,658,123

 

 

5,658,123

 

 

 

 

 

 

 

 

Net loss per share – basic and fully diluted

$

(0.00)

 

$

(0.00)

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements

 

2

 

 

 

GLOBAL ACQUISITIONS CORPORATION 

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

 

 

 

 

 

 

 

 

Common Stock

Additional

Paid in

Accumulated

 

 

Shares

Amount

Capital

Deficit

Total

Balance, December 31, 2022

5,658,123

$5,658

$28,728,912

$(29,274,944)

$(540,374)

Net loss

 

 -

 -

(21,683)

(21,683)

Balance, March 31, 2023

5,658,123

$5,658

$28,728,912

$(29,296,627)

$(562,057)

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2023

5,658,123

$5,658

$28,728,912

$(29,344,819)

$(610,249)

Net loss

-

-

-

(12,911)

(12,911)

Balance, March 31, 2024

5,658,123

$5,658

$28,728,912

$(29,357,730)

$(623,160)

 

The accompanying notes are an integral part of these unaudited condensed financial statements

 

3

 

 

 

GLOBAL ACQUISITIONS CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

 

 

 

 

 

 

For the three Months Ended March 31,

 

 

2024

 

 

2023

Cash flows from operating activities

 

 

 

 

 

Net loss

$

(12,911)

 

$

(21,683)

Adjustment to reconcile net loss to net cash used in operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

Prepaid expenses and other current assets

 

(112)

 

 

(112)

Accounts payable and accrued expenses

 

6,960

 

 

9,839

 

 

 

 

 

 

Net cash used in operating activities

 

(6,063)

 

 

(11,956)

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Net cash used in investing activities

 

-

 

 

-

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from related parties

 

6,063

 

 

11,956

Net cash provided by financing activities

 

6,063

 

 

11,956

 

 

 

 

 

 

Net change in cash

 

-

 

 

-

 

 

 

 

 

 

Cash, beginning of year

 

-

 

 

-

Cash, end of period

$

-

 

$

-

 

 

 

 

 

 

Supplemental Disclosures of cash flow information:

 

 

 

 

 

Cash paid for taxes

$

-

 

$

-

Cash paid for Interest

$

-

 

$

-

 

 

 

 

 

 

Supplemental disclosure of noncash and financing activities

$

-

 

$

-

  

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

4

 

 

 

GLOBAL ACQUISITIONS CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1. ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION

 

a.  ORGANIZATION

 

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 to All-American SportPark, Inc. (“AASP”) on December 14, 1998. Effective February 15, 2021, the name of the Company was changed to “Global Acquisitions Corporation.”

 

On October 18, 2016, All-American Sportpark, LLC (“AASP” or 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”).

 

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.

 

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.

 

Also, 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.

 

5

 

 

  

b. BASIS OF PRESENTATION

 

The unaudited condensed interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

 

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these unaudited condensed interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2023 and notes thereto included in the Company's Form 10-K.  The Company follows the same accounting policies in the preparation of interim reports.

 

Results of operations for interim periods may not be indicative of annual results.

 

c. BUSINESS ACTIVITIES

 

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.

 

 

6

 

 

 

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.  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. 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.

 

 

7

 

 

 

c. FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company adopted the ASC-820 “Fair Value Measurement” related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

•

Level 1: Observable inputs such as quoted prices in active markets;

 

•

Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

 

•

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

At March 31, 2024, and December 31, 2023, the carrying amount of prepaid, accounts payable and accrued liability and due to related parties approximate fair value because of the short maturity of these instruments.

 

d. 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 3 months ended March 31, 2024 and 2023.

 

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 2024 and 5,658,123 in 2023, respectively.

 

e. RELATED PARTIES

 

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

 

8

 

 

 

f. 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 unaudited condensed 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 of March 31, 2024, we had an accumulated deficit of $29,357,730 and a stockholders’ deficit of $623,160.

 

The Company’s management believes that its operations may not be sufficient to fund operating cash needs  over at least the next 12 months. The Company has no significant assets and continues to depend on affiliates to provide funds to pay its ongoing expenses. There can be no assurance however that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. These factors raise substantial doubt about the company’s ability to continue as a going concern within one year after the date that the unaudited condensed financial statements are issued.

 

The unaudited condensed 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 March 31, 2024 and December 31, 2023, the total amounts owed to AAGC were $593,670 and $587,607, respectively.

 

 

9

 

 

 

NOTE 5- COMMITMENTS

 

The Company has no commitments.

 

NOTE 6 – CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES

 

PREFERRED STOCK

 

Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023.  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

 

Effective February 15, 2021, the number of authorized common stock, $0.001 par value, was increased to 500,000,000 shares.  There were 5,658,123 and 5,658,123 shares of common stock issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.

 

NOTE 7- SUBSEQUENT EVENTS

 

Management has evaluated all subsequent events through the date of the filing and determined that there were none.

 

 

10

 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

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 inherent risks and uncertainties. The factors affecting these risks and uncertainties include, but are not limited to:


 

•

the ability 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.

 

 

11

 

 

 

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.

 

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.

 

12

 

 

 

Results of Operations for the three months ended March 31, 2024 and 2023 compared.

 

INCOME:

 

Revenue

 

There were no revenues for the three months ended March 31, 2024 and 2023. 

 

Cost of Sales/Gross Profit Percentage of Sales

 

There was no cost of sales for the three months ended March 31, 2024 and 2023. 

 

EXPENSES:

 

General and Administrative Expenses

 

General and administrative expenses for the three months ended March 31, 2024 were $12,911, a decrease of $8,772 or 40.46%, from $21,683 for the three months ended March 31, 2023.  This change is primarily due to timing of accrual of audit fees.

 

Net Loss

 

We had a net loss of $12,911 for the three months ended March 31, 2024 as compared to net loss of $21,683 for the three months ended March 31, 2023, a decrease of $8,772 or 40.46%. The decreased net loss was primarily due to timing of accrual of audit fees.

 

 

13

 

 

 

Liquidity and Capital Resources

 

The following table summarizes our current assets, liabilities, and working capital at March 31, 2024 compared to December 31, 2023.

 

 

March 31,

2024

December 31,
2023

Increase / (Decrease)

$

%

 

 

 

 

 

Current Assets

$150

$38

$112

294.74%

Current Liabilities

623,310

610,287

13,023

2.13%

Working Capital Deficit

$623,160

$610,249

 

 

 

Going Concern

 

The accompanying unaudited condensed 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 of March 31, 2024, we had an accumulated deficit of $29,357,730 and a stockholders’ deficit of $623,160.

 

The Company’s management believes that its operations may not be sufficient to fund operating cash needs over at least the next 12 months. The Company has no significant assets and continues to depend on affiliates to provide funds to pay its ongoing expenses. There can be no assurance however that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed financial statements are issued.

 

The unaudited condensed 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.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Critical Accounting Policies and Estimates

 

Related party transactions:   Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

 

14

 

 

 

Recent Accounting Developments

 

The Company believes there are no new accounting standards adopted but not yet effective that are relevant to the readers of our financial statements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Principal Financial Officer to allow timely decisions regarding required financial disclosure.

 

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, to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, completely and accurately, within the time periods specified in SEC rules and forms due to a control deficiency. Specifically, at March 31, 2024 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.

 

Changes in Internal Control over Financial Reporting

           

There were no changes in internal control over financial reporting that occurred during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.

 

15

 

 

 

PART II--OTHER INFORMATION

 

ITEM 1.  LEGAL PROCEEDINGS.

 

There are no legal proceedings in which the Company is involved at this time.

 

ITEM 1A. RISK FACTORS.

 

Not required

 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

We did not have any unregistered sales of equity securities during the quarter ended March 31, 2024.     

 

We did not repurchase any of our equity securities during the quarter ended March 31, 2024.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

           

ITEM 5. OTHER INFORMATION.

 

None.

 

ITEM 6.  EXHIBITS.

 

 

 

 

 

Incorporated by reference 

Exhibit 

 

Filed 

 

Period 

Exhibit

Filing 

number 

Exhibit description 

herewith 

Form

ending 

No.

date 

 

 

 

 

 

 

 

31.1 

Certification of Chief Executive and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

 

 

 

 

 

 

 

 

 

 

 

32.1 

Certification of Chief Executive and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

 

 

 

 

 

 

16

 

 

 

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.


GLOBAL ACQUISITIONS CORPORATION

(Registrant)


Date: May 13, 2024

By: 

/s/ Ronald Boreta

 

 

Ronald Boreta, President, Chief Executive Officer,

and Treasurer (On behalf of the Registrant and as
Principal Financial Officer)

 

EXHIBIT 31

 

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A) AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Ronald Boreta, certify that:

 

1.

I have reviewed Quarterly Report on Form 10-Q of Global Acquisitions Corporation;

 

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.

I am 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 that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.

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 the 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 material or not, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: May 13, 2024

 

/s/  Ronald Boreta                                            

Ronald Boreta
Chief Executive Officer
(Principal Executive Officer and
Principal Financial Officer) 

 

EXHIBIT 32

 

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER OF

GLOBAL ACQUISITIONS CORPORATION

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I hereby certify that, to the best of my knowledge, the Quarterly Report on Form 10-Q of Global Acquisitions Corporation for the quarter ended March 31, 2024:

 

(1) 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 aspects, the financial condition and results of operations of Global Acquisitions Corporation 

 

 

Dated: May 13, 2024

 

 

/s/  Ronald Boreta                                            

Ronald Boreta

Chief Executive Officer

(Principal Executive Officer and

Principal Financial Officer)

 

v3.24.1.1.u2
Cover - shares
 3 Months Ended
Mar. 31, 2024
May 02, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 000-24970  
Entity Registrant Name GLOBAL ACQUISITIONS CORPORATION  
Entity Central Index Key 0000930245  
Entity Tax Identification Number 88-0203976  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 6730 South Las Vegas Boulevard  
Entity Address, City or Town Las Vegas  
Entity Address, State or Province NV  
Entity Address, Postal Zip Code 89119  
City Area Code (702)  
Local Phone Number 317-7302  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company true  
Entity Common Stock, Shares Outstanding   5,658,123
v3.24.1.1.u2
CONDENSED BALANCE SHEETS - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Prepaid expenses and other current assets $ 150 $ 38
Total current assets 150 38
Total Assets 150 38
Current liabilities:    
Accounts payable and accrued expenses 29,640 22,680
Due to related parties 593,670 587,607
Total current liabilities 623,310 610,287
Commitment and Contingencies
Stockholders' Deficit:    
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023.
Common stock, $0.001 par value, 500,000,000 shares authorized, 5,658,123 and 5,658,123 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively 5,658 5,658
Additional paid-in capital 28,728,912 28,728,912
Accumulated deficit (29,357,730) (29,344,819)
Total stockholder's deficit (623,160) (610,249)
Total Liabilities and Stockholders' Deficit $ 150 $ 38
v3.24.1.1.u2
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
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 500,000,000 500,000,000
Common Stock, Shares, Issued 5,658,123 5,658,123
Common Stock, Shares, Outstanding 5,658,123 5,658,123
v3.24.1.1.u2
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Operating Expenses:    
General & administrative $ 12,911 $ 21,683
Total operating expenses 12,911 21,683
Loss from operations (12,911) (21,683)
Total expense (12,911) (21,683)
Net loss before provision for income tax (12,911) (21,683)
Net Loss $ (12,911) $ (21,683)
Weighted average number of common shares outstanding-basic and fully diluted 5,658,123 5,658,123
Net loss per share – basic and fully diluted $ (0.00) $ (0.00)
v3.24.1.1.u2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Beginning balance, value at Dec. 31, 2022 $ 5,658 $ 28,728,912 $ (29,274,944) $ (540,374)
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2022 5,658,123      
Net loss (21,683) (21,683)
Ending balance, value at Mar. 31, 2023 $ 5,658 28,728,912 (29,296,627) (562,057)
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2023 5,658,123      
Beginning balance, value at Dec. 31, 2023 $ 5,658 28,728,912 (29,344,819) $ (610,249)
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2023 5,658,123     5,658,123
Net loss (12,911) $ (12,911)
Ending balance, value at Mar. 31, 2024 $ 5,658 $ 28,728,912 $ (29,357,730) $ (623,160)
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2024 5,658,123     5,658,123
v3.24.1.1.u2
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash flows from operating activities    
Net loss $ (12,911) $ (21,683)
Changes in operating assets and liabilities:    
Prepaid expenses and other current assets (112) (112)
Accounts payable and accrued expenses 6,960 9,839
Net cash used in operating activities (6,063) (11,956)
Cash flows from investing activities    
Net cash used in investing activities
Cash flows from financing activities    
Proceeds from related parties 6,063 11,956
Net cash provided by financing activities 6,063 11,956
Net change in cash
Cash, beginning of year
Cash, end of period
Supplemental Disclosures of cash flow information:    
Cash paid for taxes
Cash paid for Interest
Supplemental disclosure of noncash and financing activities
v3.24.1.1.u2
ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION

 

NOTE 1. ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION

 

a.  ORGANIZATION

 

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 to All-American SportPark, Inc. (“AASP”) on December 14, 1998. Effective February 15, 2021, the name of the Company was changed to “Global Acquisitions Corporation.”

 

On October 18, 2016, All-American Sportpark, LLC (“AASP” or 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”).

 

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.

 

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.

 

Also, 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.

  

b. BASIS OF PRESENTATION

 

The unaudited condensed interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

 

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these unaudited condensed interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2023 and notes thereto included in the Company's Form 10-K.  The Company follows the same accounting policies in the preparation of interim reports.

 

Results of operations for interim periods may not be indicative of annual results.

 

c. BUSINESS ACTIVITIES

 

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.

 
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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.  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. 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.

 

 

c. FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company adopted the ASC-820 “Fair Value Measurement” related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

•

Level 1: Observable inputs such as quoted prices in active markets;

 

•

Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

 

•

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

At March 31, 2024, and December 31, 2023, the carrying amount of prepaid, accounts payable and accrued liability and due to related parties approximate fair value because of the short maturity of these instruments.

 

d. 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 3 months ended March 31, 2024 and 2023.

 

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 2024 and 5,658,123 in 2023, respectively.

 

e. RELATED PARTIES

 

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

 

f. 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.

 
v3.24.1.1.u2
GOING CONCERN
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

 

NOTE 3- GOING CONCERN

 

The accompanying unaudited condensed 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 of March 31, 2024, we had an accumulated deficit of $29,357,730 and a stockholders’ deficit of $623,160.

 

The Company’s management believes that its operations may not be sufficient to fund operating cash needs  over at least the next 12 months. The Company has no significant assets and continues to depend on affiliates to provide funds to pay its ongoing expenses. There can be no assurance however that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. These factors raise substantial doubt about the company’s ability to continue as a going concern within one year after the date that the unaudited condensed financial statements are issued.

 

The unaudited condensed 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.
v3.24.1.1.u2
RELATED PARTY TRANSACTIONS
 3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

 

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 March 31, 2024 and December 31, 2023, the total amounts owed to AAGC were $593,670 and $587,607, respectively.

 
v3.24.1.1.u2
COMMITMENTS
 3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS

 

NOTE 5- COMMITMENTS

 

The Company has no commitments.
v3.24.1.1.u2
CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES

 

NOTE 6 – CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES

 

PREFERRED STOCK

 

Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023.  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

 

Effective February 15, 2021, the number of authorized common stock, $0.001 par value, was increased to 500,000,000 shares.  There were 5,658,123 and 5,658,123 shares of common stock issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.
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SUBSEQUENT EVENTS
 3 Months Ended
Mar. 31, 2024
Subsequent Events  
SUBSEQUENT EVENTS

 

NOTE 7- SUBSEQUENT EVENTS

 

Management has evaluated all subsequent events through the date of the filing and determined that there were none.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
USE OF ESTIMATES

 

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.  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.
INCOME TAXES

 

b. 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.

 
FAIR VALUE OF FINANCIAL INSTRUMENTS

 

c. FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company adopted the ASC-820 “Fair Value Measurement” related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

•

Level 1: Observable inputs such as quoted prices in active markets;

 

•

Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

 

•

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

At March 31, 2024, and December 31, 2023, the carrying amount of prepaid, accounts payable and accrued liability and due to related parties approximate fair value because of the short maturity of these instruments.
EARNINGS (LOSS) PER SHARE

 

d. 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 3 months ended March 31, 2024 and 2023.

 

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 2024 and 5,658,123 in 2023, respectively.
RELATED PARTIES

 

e. RELATED PARTIES

 

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.
RECENT ACCOUNTING POLICIES

 

f. 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.
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ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION (Details Narrative)
 1 Months Ended
Oct. 18, 2016
USD ($)
shares
Defined Benefit Plan Disclosure [Line Items]  
Disposal Group, Including Discontinued Operation, Description and Timing of Disposal 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.
Debt Conversion, Converted Instrument, Shares Issued | shares 1,000,000
Extinguishment of Debt, Amount $ 8,864,255
Increase (Decrease) in Deferred Compensation $ 340,000
All American Golf Center [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Subsidiary, Ownership Percentage, Parent 51.00%
A A G C [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Extinguishment of Debt, Amount $ 4,267,802
Enties Controlled By Boretas [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Extinguishment of Debt, Amount $ 27,615
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Accounting Policies [Abstract]    
Weighted Average Number of Shares Outstanding, Basic 5,658,123 5,658,123
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GOING CONCERN (Details Narrative) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Retained Earnings (Accumulated Deficit) $ 29,357,730 $ 29,344,819
[custom:StockholdersEquity1-0] $ 623,160  
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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
A A G C [Member]    
Related Party Transaction [Line Items]    
Notes Payable $ 593,670 $ 587,607
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CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES (Details Narrative) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Equity [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 500,000,000 500,000,000
Common Stock, Shares, Issued 5,658,123 5,658,123
Common Stock, Shares, Outstanding 5,658,123 5,658,123
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