UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
  For the quarterly period ended March 31, 2017
   
[  ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
  For the transition period                   to __________
 
  Commission File Number:   000-504802
 

Transatlantic Capital Inc.
(Exact name of small business issuer as specified in its charter)

 

Nevada 98-0377767
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

30100 Telegraph Road

Suite 366

Bingham Farms, MI 48025

(Address of Principal Executive Offices)

 

(404)537-2900
(Issuer’s telephone number)
 
 

 

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 [ ] Yes [X] No

 

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] 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.

 

[ ] Large accelerated filer [ ] Accelerated filer
[ ] Non-accelerated filer [X] Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ X ] Yes [] No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 21,605,622 as of June 20, 2017.

 

 
 

 

 

  TABLE OF CONTENTS  
    Page
 
PART I – FINANCIAL INFORMATION
 
Item 1: Financial Statements 3
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations 3
Item 3: Quantitative and Qualitative Disclosures About Market Risk 4
Item 4: Controls and Procedures 4
 
PART II – OTHER INFORMATION
 
Item 1: Legal Proceedings 5
Item 1A: Risk Factors 5
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 5
Item 3: Defaults Upon Senior Securities 5
Item 4: Mine Safety Disclosures 5
Item 5: Other Information 5
Item 6: Exhibits 5

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements in this quarterly report on Form 10-Q contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Generally, the words “believes”, “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or comparable terminology are intended to identify forward-looking statements which include, but are not limited to, statements concerning the our expectations regarding our working capital requirements, financing requirements, business prospects, and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider all of the material risks in connection with any forward-looking statements that may be made herein.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this quarterly report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

 

2

 
 

PART 1 - FINANCIAL INFORMATION

 

 

Item 1 - FINANCIAL STATEMENTS

The unaudited interim financial statements and the notes thereto for the three month period ended March 31, 2017 (the “Financial Statements”), attached hereto and incorporated by this reference. The Financial Statements have been adjusted with all adjustments which, in the opinion of management, are necessary in order to make the Financial Statements not misleading. The Financial Statements have been prepared by Transatlantic Capital Inc., 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 as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. The Financial Statements include all the adjustments which, in the opinion of management, are necessary for a fair presentation of financial position and results of operations. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

 

Item 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

Business Objective:

We are currently a shell entity. We have no business operations or assets.

We have relied on loans from our officers and shareholders to finance our operations. We have no commitment for additional funding. As a result, we will require a significant cash infusion to commence operations and implement our business plan. Management’s goal is to take advantage of opportunities in the real estate field which may also include cannabis.

OUR PLAN OF OPERATIONS

We will need a significant infusion of capital, whether in the form of debt or equity financing to implement our business plan. We have no commitment for additional funding. Without this capital infusion, it is highly unlikely that we will be able to implement our business plan.

RESULTS OF OPERATIONS

For the three months ended March 31, 2017 and 2016

We did not generate any revenues during these periods. General and administrative expenses for the three months ended March 31, 2017 were $12,423 as compared to $45,577 in 2016. This decline is primarily attributable to management’s desire to minimize operating expenses until such time as working capital is secured. The Company’s operating loss for the three months ended March 31, 2017 and 2016 was $(12,423) and $(45,577).

Net Loss per share for the three months ended March 31, 2017 and 2016 was $(0.00.).

Until such time as we can implement our business plan we anticipate ongoing losses.

Except for Mr. Griggs, we had no full time employees. We anticipate adding additional employees, when adequate funds are available, and will continue using independent contractors, consultants, attorneys and accountants as necessary, to complement services rendered by our employees.

 

3

 
 

 

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2017 and December 31, 2016.

We had nominal assets in both periods. Total liabilities at March 31, 2017 totaled $192,207 consisting of accounts payable totaling $45,827 and advances from related parties totaling $146,380. At December 31, 2016 liabilities totaled $182,922 consisting of $42,060 in accounts payable and $140,862 in advances from related parties.

At March 31, 2017 we had an accumulated deficit of $(5,854,374) as compared to $(5,841,951) at December 31, 2016

Going Concern Consideration

Our continuation as a going concern is dependent upon amongst other things, securing a significant capital infusion in either the form of debt or equity financing. Securing additional financing is dependent on a number of items outside of our control and there exists material uncertainties that may cast significant doubt about our ability to continue as a going concern. There are no assurances that we will be able to implement our business plan or sustain operations.

Off-Balance Sheet Arrangements

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

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not Applicable.

 

Item 4. Controls and Procedures


As of the end of the period March 31, 2017, the Company's chief executive officer and its principal financial officer (the “Certifying Officers”), evaluated the effectiveness of the Company's "disclosure controls and procedures," as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, the Certifying Officers concluded that, as of the date of their evaluation, the Company's disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed in the Company's periodic filings under the Securities Exchange Act of 1934 is accumulated and communicated to management, including these officers, to allow timely decisions regarding required disclosure.

 

The Certifying Officers have also indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.

 

Our management does not expect that our disclosure controls or our internal controls will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

4

 
 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A. Risk Factors

 

There have been no changes to our risk factors as reported in our annual report on Form 10-K for the year ended December 31, 2016.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

We did not issue any shares of our common stock during the quarter ended March 31, 2017.

 

Item 3. Defaults upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosure

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit Number Description of Exhibit
31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

5

 
 

 

 

SIGNATURES

 

 

 In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Transatlantic Capital Inc.

 

By: /s/ Joshua Griggs
 

Joshua Griggs

President, Chief Executive Officer and

Chief Financial Officer

 

  June ____ , 2017

 

 

  

  6

 
 

 

 

TRANSATLANTIC CAPITAL INC.
BALANCE SHEETS
         
     
    March 31, 2017   December 31, 2016
    (Unaudited)    
         
ASSETS        
         
CURRENT ASSETS:        
    Cash   $ 70     $ 5  
                 
             Total Current Assets   $ 70     $ 5  
                 
    TOTAL ASSETS   $ 70     $ 5  
                 
LIABILITIES AND SHAREHOLDERS' DEFICIT                
                 
CURRENT LIABILITIES                
    Accounts payable   $ 45,827     $ 42,060  
    Advances - related parties     146,380       140,862  
                 
              Total Current Liabilities   $ 192,207     $ 182,922  
                 
    TOTAL LIABILITIES   $ 192,207     $ 182,922  
                 
SHAREHOLDERS' DEFICIT                
    Preferred Stock:                
50,000,000 shares authorized par value $0.001 per share; none issued and outstanding   $ —       $ —    
    Common Stock:                
700,000,000 shares authorized par value $0.001 per share; issued and outstanding, 21,605,622 shares at March 31, 2017 and 21,605,622 at December 31, 2016     21,606       21,606  
     Additional paid-in-capital     5,640,631       5,637,428  
     Accumulated Deficit     (5,854,374 )     (5,841,951 )
                 
      TOTAL SHAREHOLDERS' DEFICIT   $ (192,137 )   $ (182,917 )
                 
      TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT   $ 70     $ 5  

 

 

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

 

F-1

 
 

 

 

TRANSATLANTIC  CAPITAL INC.
STATEMENTS OF OPERATIONS
(Unaudited)
         
         
    For the three Months
    Ended March 31,
    2017   2016
         
Operating Expenses                
General and administrative expenses   $ 12,423     $ 45,577  
                 
Total Operating Expenses   $ 12,423     $ 45,577  
                 
Operating Loss   $ (12,423 )   $ (45,577 )
                 
Net loss   $ (12,423 )   $ (45,577 )
                 
                 
                 
Basic and diluted net loss per common share   $ (0.00 )   $ (0.00 )
                 
                 
Weighted average common shares used in computing basic and diluted net loss per share     21,605,622       21,365,622  

 

 

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

 

F-2

 
 

TRANSATLANTIC CAPITAL INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
         
         
         
    For the three Months
    Ended March 31,
    2017   2016
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net loss   $ (12,423 )   $ (45,577 )
                 
Adjustments to reconcile net loss to net cash used by operating activities:                
Stock-based compensation     3,203       —    
                 
Changes in operating assets and liabilities:                
Accounts payable and account payable-related party     5,085       19,846  
Net cash used in operating activities     (4,135 )     (25,731 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:                
Proceeds from related party advances     4,200       25,274  
Net Cash Provided by Financing Activities     4,200       25,274  
                 
Net increase (decrease) in cash and cash equivalents     65       (457 )
Cash and cash equivalents at beginning of the period     5       463  
Cash and cash equivalents at of period   $ 70     $ 6  
                 
                 
Supplemental disclosure of cash flow information                
Interest paid   $ —       $ —    
Income taxes paid   $ —       $ —    
                 
Supplemental disclosure of non cash financing activity                
Expenses paid directly by related party on behalf of the Company   $ 1,318     $ —    

 

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

 

F-3

 
 

 

TRANSATLANTIC CAPITAL INC.

Notes to the Interim Financial Statements

As of March 31, 2017

(Unaudited)

 

 

 

NOTE 1 - ORGANIZATION

 

Organization and Line of Business

 

Transatlantic Capital Inc. was incorporated on May 22, 2002, under the laws of the State of Nevada, as Medina International Corp. On May 4, 2006, the Company changed its name to ACRO Inc., and again on May 24, 2014 to Transatlantic Capital Inc.

 

The Company was originally an oil and gas consulting company in Canada and the United States that later shifted operations to Israel to engage in development of products for the detection of military and commercial explosives for the homeland security market. On May 24, 2014 a change of control took place and the Company changed its business model to develop and manage real estate. As a result, the Company’s address was moved from Israel to Georgia.

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited interim financial statements of Transatlantic Capital, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the period ended December 31, 2016 as filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements as reported in the annual report on Form 10-K have been omitted.

 

Going Concern

 

In conformity with generally accepted accounting principles, it has been assumed that the Company will continue as a going concern. The Company, however, continues to incur losses from operations and has a negative working capital. This raises substantial doubt about the Company's ability to continue as a going concern. Management intends to raise financing through public equity or other means and interests that it deems necessary.  These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

 

  

NOTE 3 – RELATED PARTY TRANSACTIONS

 

From time to time, the Company received advances from a significant stockholder, IMIR Management LLC, as a loan which are unsecured, non-interest bearing and due on demand. During the three months ended March 31, 2017, $3,518 was loaned to the Company, of which $1,318 was directly paid on behalf of the Company. As of March 31, 2017, advances from IMIR total $34,932.

 

On June 1, 2014, the Company executed a funding agreement with NFA Securities L3C, a stockholder, to fund ongoing company operations with a loan of up to $150,000. During the three months ended March 31, 2017, $2,000 was loaned to the Company. As of the three months ended March 31, 2017, advances from NFA total $111,448. These advances are unsecured, non-interest bearing and are due on demand.

 

The total related parties balance as of March 31, 2017 and December 31, 2016 are $146,380 and $140,862, respectively.

 

 

F-4

 
 

 

TRANSATLANTIC CAPITAL INC.

Notes to the Interim Financial Statements

As of March 31, 2017

(Unaudited)

 

 

 

NOTE 4 – SHAREHOLDERS’ DEFICIT

 

On November 1, 2016 the Company issued 240,000 shares of restricted common stock, with a par value of $0.001 per share and a market value of $0.23 per share, according to a consulting agreement with Capital Markets which included stock-based compensation. Capital Markets was engaged on May 16, 2016 to assist with the Company’s capital raise. Upon execution of the consulting agreement, 60,000 shares were vested. The remaining 180,000 shares have a vesting schedule that extends through May 15, 2017. As of December 31, 2016, a total of 165,000 shares were vested, and the recognized value of the vested stock was $26,700. During the three months ended March 31, 2017, 45,000 shares were vested, and the recognized value of the vested stock was $3,203.

 

 

NOTE 5 – SUBSEQUENT EVENTS

 

Related Party Transactions

 

Subsequent to March 31, 2017, the Company received advances from a significant stockholder, IMIR Management LLC, of $5,596 as a non-interest bearing, unsecured loan due on demand. Of which, $496 of expenses were directly paid on behalf of the Company. This resulted in total advances from IMIR of $40,528.

 

Subsequent to March 31, 2017, NFA Securities L3C loaned the Company $4,000 under the funding agreement resulting in a balance due of $115,448. These advances are unsecured, non-interest bearing and are due on demand.

 

Contractual Agreements

 

On May 24, 2017 the Company entered into a six month consulting agreement with First Look Equities, LLC, capital campaign management consultants. Compensation for services under this agreement consist of six monthly payments of $5,000 and stock financing of 70,000 shares of stock issued at $0.50 per share, equaling $35,000 in value. The stock issuance is to occur within 20 days of the signing of the contract.

 

 

F-5

 

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