The accompanying notes are an integral part of these
unaudited condensed financial statements.
The accompanying notes are an integral part of these
unaudited condensed financial statements.
The accompanying notes are an integral part of these
unaudited condensed financial statements
The accompanying notes are an integral part of these
unaudited condensed financial statements.
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
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, 2020 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.
In late 2019, there was an outbreak of a new strain of
coronavirus (“COVID-19”) which appears to have originated from Wuhan, China. COVID-19 has since spread to over 100
countries, including every state in the United States. On March 11, 2020, the World Health Organization declared the
COVID-19 outbreak a global pandemic and on March 13, 2020 the United States declared a national emergency with respect
to COVID-19. The COVID-19 outbreak and pandemic has resulted in a widespread health crisis that could materially and
adversely affect the economies and financial markets worldwide. In addition, the operations and financial position
of any potential target business with which we consummate a business combination could be materially and adversely
affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19
restrict travel limit the ability to have meetings with the personnel and representatives of potential target companies
and may adversely affect our ability to negotiate and consummate a transaction in a timely manner. The extent to which
COVID-19 may impact our search for a business combination will depend on future developments which are uncertain and
cannot be predicted. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive
period, our ability to consummate a business combination, or the operations of a target business with which we
ultimately consummate a business combination may be materially adversely affected.
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. The recorded values of long-term debt approximate their fair values, as interest approximates market
rates. 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:
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Level 1: Observable inputs such as quoted prices in active
markets;
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Level 2: Inputs, other than quoted prices in active markets, that
are observable either directly or indirectly; and
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Level 3: Unobservable inputs in which there is little or no market
data, which require the reporting entity to develop its own assumptions.
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At each of June 30, 2021 and December 31, 2020, the
carrying amount of due to related party, and accounts payable and accrued liabilities approximates fair value because of
the short maturity of these instruments.
d. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) 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 six months ended June 30, 2021 and 2020.
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 and 5,658,123 at June 30, 2021 and 2020
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.
Note 3 – Going concern
As of June 30, 2021, we had an accumulated deficit of
$29,183,085. In addition, the Company’s current liabilities exceed its current assets by $448,516 as of June 30,
2021.
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
Prior to October 18, 2016, the Company’s employees
provided administrative/accounting support for three golf retail stores, named Saint Andrews Golf Shop ("SAGS"),
Las Vegas Golf and Tennis ("Boca Store") and Las Vegas Golf and Tennis Superstore (“Westside 15 Store”), owned by Ronald
Boreta, the Company's President, and his brother, John Boreta, a Director of the Company. The SAGS store is the retail
tenant in the Taylor Made Golf Experience.
AAGC has advanced funds to pay certain expenses of the
Company.
At June 30, 2021 and December 31, 2020, the total amounts
owed to AAGC were $442,898 and $361,987, respectively.
Note 5 – Stockholders'
deficit
PREFERRED STOCK
Preferred stock, $0.001 par value, 5,000,000 shares
authorized, no shares issued and outstanding as of June 30, 2021 and December 31, 2020. 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 issued and
outstanding as of June 30, 2021 and December 31, 2020, respectively.
Note 6 – Subsequent Events
Management has evaluated all subsequent events through the
date of the filing and determined that there were none.