NOTES TO CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2018
NOTE 1 NATURE OF BUSINESS, PRESENTATION AND GOING CONCERN
The unaudited condensed financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The condensed financial statements and notes are presented as permitted on Form 10-Q and do not contain certain information included in the Companys annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America 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. It is suggested that these condensed financial statements be read in conjunction with the September 30, 2018 Form 10-K filed with the SEC, including the audited consolidated financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed financial statements are reasonable, the accuracy of the amounts is in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.
These unaudited condensed financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.
Organization
Alternative Investment Corporation (the "Company") was incorporated in Nevada on March 26, 2007 under the name of China Digital Ventures Corporation. The principal business of the Company was its web-based telecom and IPTV businesses, both of which were disposed of during the year ended September 30, 2010. As of the date hereof, the Company has no operations.
The Company is focused on new investment opportunities which lie in the real estate sector with primary focus on distressed real estate assets and/or alternative real estate developments as well as other technologies in the biotech sector. On July 17, 2018, Alternative Investments Corporation (AIKO) (the Company) entered into a binding Term Sheet (the Agreement) with Anew Biotechnology Inc., a private company (ANEW) to formulate a merger between the two. Under the terms of the Agreement, the parties shall enter into a merger agreement by way of share exchange or asset purchase whereby ANEW would be merged into a newly-formed subsidiary of the Company. The newly configured entity shall bear the name Anew Biotechnology Inc.. Upon execution of a Definitive Agreement, Dr. Joseph Sinkule the CEO of ANEW, shall be appointed as CEO, and ANEW shall appoint all other Directors to the Board.
On November 22, 2018, the Company and ANEW mutually agreed to postpone the execution date of the definitive agreement to occur no later than December 31, 2018. The parties further agreed that the closing of the capital raise simultaneous to the merger was to occur on or before January 17, 2019. Both parties continue to work together to close this deal and amend the agreement further to execute the agreement in the Companys second fiscal quarter of the 2019 fiscal year.
On January 13, 2019, the Company and ANEW mutually agreed to postpone the execution date of the definitive agreement to occur no later than February 28, 2019. The parties further agreed that the closing of the capital raise simultaneous to the merger was to occur on or before March 15, 2019.
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the SEC.
Basis of Presentation
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. The Company has incurred net losses of $60,647 and $452,765 for the three months ended December 31, 2018 and year ended September 30, 2018, respectively, and had an accumulated deficit of $1,888,712 at December 31, 2018. The Company had stockholders deficit of $673,109 at December 31, 2018. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to develop and sustain a viable business model capable of generating sufficient revenues to support ongoing operations and overhead and to continue to raise investment capital through the sale of Company stock.
F-4
ALTERNATIVE INVESTMENT CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2018
NOTE 1 NATURE OF BUSINESS, PRESENTATION AND GOING CONCERN (CONTINUED)
No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. No assurance can be given that the Company will be successful in these efforts.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the valuation of share-based payments and the valuation allowance on deferred tax assets.
Cash and Cash Equivalents
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At December 31, 2018 and September 30, 2018, the Company had no cash equivalents.
Earnings (Loss) Per Share
The Company computes income (loss) per share in accordance with the Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) ASC Topic 260, Earnings Per Share", which requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing income (loss) available to common shareholders by the weighted average number of shares outstanding during the period.
Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares for periods in which the Company incurs losses as their effect is anti-dilutive. As of December 31, 2018 and September 30, 2018, respectively, there were no common share equivalents outstanding which would be deemed as dilutive.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current period presentation. The reclassifications had no effect on the net loss or cash flows of the Company.
NOTE 3 RECENT ACCOUNTING PRONOUNCEMENTS
In June 2018, the FASB issued ASU No. 2018-07, CompensationStock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting which addresses accounting for issuance of all share-based payments on the same accounting model. Previously, accounting for share-based payments to employees was covered by ASC Topic 718 while accounting for such payments to non-employees was covered by ASC Subtopic 505-50. As it considered recently issued updates to ASC 718, the FASB, as part of its simplification initiatives, decided to replace ASC Subtopic 505-50 with Topic 718 as the guidance for non-employee share-based awards. Under this new guidance, both sets of awards, for employees and non-employees, will essentially follow the same model, with small variations related to determining the term assumption when valuing a non-employee award as well as a different expense attribution model for non-employee awards as opposed to employee awards. The ASU is effective for public business entities beginning in 2019 calendar years and one year later for non-public business entities. The Company is assessing the impact, if any, of implementing this guidance on its financial position and results of operations.
F-5
ALTERNATIVE INVESTMENT CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2018
NOTE 3 RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In February 2016, the FASB issued ASU 2016-02, "Leases." ASU 2016-02 significantly changes the accounting for leases by requiring lessees to recognize assets and liabilities for leases greater than 12 months on their balance sheet. The lessor model stays substantially the same; however, there were modifications to conform lessor accounting with the lessee model, eliminate real estate specific guidance, further define certain lease and non-lease components, and change the definition of initial direct costs of leases requiring significantly more leasing related costs to be expensed upfront. ASU 2016-02 is effective for the Company in the first quarter of fiscal 2020, and we are currently assessing the impact this standard will have on the Company's financial statements. The Company is currently party to a long-term lease that is being considered relative to the adoption of this standard (See NOTE 5).
The Company has evaluated all other new ASU's issued by FASB and has concluded that these updates do not have a material effect on the Company's financial statements as of December 31, 2018.
NOTE 4 RELATED PARTIES
As of December 31, 2018 and September 30, 2018, $ 231,973, was due to Canton. This is an unsecured loan, non-interest bearing and there is no repayment date. Interest has been calculated at an imputed interest rate of 3% and reflected as interest expense and as an increase to additional paid in capital in the amount of $1,754 and $9,304 for the three months ended December 31, 2018 and year ended September 30, 2018, respectively. On April 1, 2018, Canton elected to convert $80,000 of the amount due into 94,118 common restricted shares of the Company ($0.85 per share). On August 16, 2018, the shares were issued.
On February 2, 2016, the Company entered into an expense sharing agreement with Fingi Inc., a company of which Canton may be deemed a controlling person. Under the expense sharing agreement, the Company shares the rent and utility expenses incurred in connection with occupancy of office space that is being leased by Fingi Inc. During the year ended September 30, 2018, amount due for rent was $5,684 per month. For the three months ended December 31, 2018 and year ended September 30, 2018 rent and utilities expenses amounted to $18,548 and $72,927, respectively. The rent due under expense sharing agreement for future periods is as follows:
|
| |
September 30,
|
|
2019
|
$
|
35,651
|
2020
|
|
73,441
|
2021
|
|
37,263
|
Total
|
$
|
146,355
|
Related party transactions are not necessarily indicative of an arms length transaction or comparable to a transaction that had been entered into with independent parties.
As of December 31, 2018 and September 30, 2018, the Company had a liability due to its former Chief Executive and Chief Financial Officer, Daniel Otazo in the amount of $6,000. The amount was reflected in accounts payable on the Companys financial statements. Amounts are due under a compensation for services provided agreement. Mr. Otazo resigned from the Company in all official capacities on November 30, 2017. As of December 31, 2018, the Company has a liability to its current Chief Financial and Chief Executive Officer, Antonio Treminio of $60,051. As of December 31, 2018, the Company had a total liability due to its current and former Chief Executive and Chief Financial Officers totaling $66,051.
NOTE 5 LOANS AND NOTES PAYABLE
Notes payable to companies consisted of the following as of:
|
|
|
|
| |
|
December 31, 2018
|
|
September 30, 2018
|
Alternative Strategy Partners (a)
|
$
|
50,000
|
|
$
|
50,000
|
Canton Investments, Ltd. (b)
|
|
35,000
|
|
|
35,000
|
Canton Investments, Ltd. (c)
|
|
4,000
|
|
|
4,000
|
Canton Investments, Ltd. (d)
|
|
35,000
|
|
|
35,000
|
Canton Investments, Ltd. (e)
|
|
7,000
|
|
|
7,000
|
Canton Investments, Ltd. (f)
|
|
5,000
|
|
|
5,000
|
JIFM LLC (g)
|
|
-
|
|
|
-
|
JIFM LLC (h)
|
|
-
|
|
|
-
|
Alternative Strategy Partners (i)
|
|
33,000
|
|
|
26,000
|
Total notes payable
|
$
|
169,000
|
|
$
|
162,000
|
Less - current portion of these notes
|
|
(169,000)
|
|
|
(162,000)
|
Notes Payable Long Term
|
$
|
-
|
|
$
|
-
|
F-6
ALTERNATIVE INVESTMENT CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2018
NOTE 5 LOANS AND NOTES PAYABLE (CONTINUED)
(a) On January 31, 2017, the Company entered into a six-month 8% loan agreement with Basil and Barns Capital Inc. in the amount of $50,000. The note had a maturity date of July 31, 2017. The Company is currently trying to cure the default under this note. As of December 31, 2018, this note had accrued interest of $7,660. On June 15, 2018, Basil and Barns Capital Inc. assigned this note to Alternative Strategy Partners Pte. Ltd.
(b) On November 30, 2016, the Company entered into a six-month 8% loan agreement with JIFM LLC in the amount of $35,000. The note had a maturity date of May 30, 2017. The Company is currently trying to cure the default under this note. On February 28, 2018, the noteholder, JIFM LLC., entered into a settlement agreement with Basil and Barnes Holding LLC. Under terms of the settlement all outstanding notes were transferred to Canton Investments, Ltd. As of December 31, 2018, this note had accrued interest of $5,838.
(c) On January 3, 2017, the Company entered into a six-month 8% loan agreement with JIFM in the amount of $4,000. The note had a maturity date of July 3, 2017. The Company is currently trying to cure the default under this note. On February 28, 2018, the noteholder, JIFM LLC., entered into a settlement agreement with Basil and Barnes Holding LLC. Under terms of the settlement all outstanding notes were transferred to Canton Investments, Ltd. As of December 31, 2018, this note had accrued interest of $637.
(d) On January 17, 2017, the Company entered into a six-month 8% loan agreement with JIFM LLC in the amount of $35,000. The note had a maturity date of July 17, 2017. The Company is currently trying to cure the default under this note. On February 28, 2018, the noteholder, JIFM LLC., entered into a settlement agreement with Basil and Barnes Holding LLC. Under terms of the settlement all outstanding notes were transferred to Canton Investments, Ltd. As of December 31, 2018, this note had accrued interest of $5,470.
(e) On January 19, 2017, the Company entered into a six-month 8% loan agreement with JIFM LLC in the amount of $7,000. The note had a maturity date of July 19, 2017. The Company is currently trying to cure the default under this note. On February 28, 2018, the noteholder, JIFM LLC., entered into a settlement agreement with Basil and Barnes Holding LLC. Under terms of the settlement all outstanding notes were transferred to Canton Investments, Ltd. As of December 31, 2018, this note had accrued interest of $1,091.
(f) On January 23, 2017, the Company entered into a six-month 8% loan agreement with JIFM LLC in the amount of $5,000. The notes had a maturity date of July 23, 2017. The Company is currently trying to cure the default under this note. On February 28, 2018, the noteholder, JIFM LLC., entered into a settlement agreement with Basil and Barnes Holding LLC. Under terms of the settlement all outstanding notes were transferred to Canton Investments, Ltd. As of December 31, 2018, this note had accrued interest of $775.
(g) On September 1, 2017, the Company entered into a loan agreement with JIFM LLC. The loans will be treated as a line of credit bearing 8% interest and each drawdown will have a one-year term. The drawdowns will carry a default interest rate of lower of 1.5% per month or the maximum interest rate allowable by law. The initial drawdown in the amount of $9,000 and was funded on September 29, 2017. During the three months ended December 31, 2018, the Company repaid the $9,000 advance.
(h) On October 30, 2017, the Company received a loan advance pursuant to a loan agreement with JIFM LLC dated September 1, 2017 (see g above). The amount of the advance was $17,500. During the three months ended December 31, 2018, the Company repaid the $17,500 balance of this loan.
(i) During the year ended September 30, 2018, the Company received $26,000 from Alternative Strategy Partners in the form of advances under three promissory notes bearing an interest rate of 8%. On October 3, 2018, the Company was advanced an additional $7,000. As of December 31, 2018, accrued interest was $783.
NOTE 6 STOCKHOLDERS DEFICIT
The Company has authorized 1,600,000,000 shares of Common Stock, $0.001 par value. At December 31, 2018 and September 30, 2018, the Company had 432,192 shares issued and 431,991 shares outstanding.
Fiscal year 2019
No shares were issued during the three months ended December 31, 2018.
NOTE 7 SUBSEQUENT EVENTS
The Company has analyzed its operations subsequent to December 31, 2018 to the date these financial statements were issued and has not found any transactions or events requiring disclosure.
F-7