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EX-32 - 906 CERTIFICATION - DALE JARRETT RACING ADVENTURE INCjarrett10q1q09ex32am2.txt
EX-31 - 302 CERTIFICATION - DALE JARRETT RACING ADVENTURE INCdalejarrett10q1q09ex31am2.txt

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q/A

[x]     Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended March 31, 2009

-OR-

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the
Securities And Exchange Act of 1934 for the transaction period from
_________ to________

Commission File Number             333-39942

Dale Jarrett Racing Adventure, Inc.
--------------------------------------------
(Exact name of registrant as specified in its charter)

   FLORIDA                                      59-3564984
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(State or other jurisdiction                  (I.R.S. Employer
of incorporation or organization            Identification Number)

120 A North Main Avenue, Newton, NC                          28658
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     (Address of principal executive offices,               Zip Code)

(888) 467-2231
------------------------------------------
(Registrant's telephone number, including area code)

Indicate by check mark whether the issuer (1) 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 is a large accelerated
filer, an accelerated filer, a non-accelerate filer, or a small
reporting company as defined by Rule 12b-2 of the Exchange Act):

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

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).

Yes  [ ]      No [x]

The number of outstanding shares of the registrant's common stock,
May 11, 2009:

  Common Stock  -  24,110,502




2 DALE JARRETT RACING ADVENTURE, INC. FORM 10-Q For the quarterly period ended March 31, 2009 INDEX Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3. Quantitative and Qualitative Disclosure About Market Risk 10 Item 4T. Controls and Procedures 10 PART II - OTHER INFORMATION Item 1. Legal Proceedings 12 Item 1A. Risk Factors 12 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12 Item 3. Defaults upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits 12 SIGNATURES EXPLANATORY NOTE The Registrant is amending its Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, to correct the 302 certification attached as an exhibit. Except for the foregoing, no other information included in our original Form 10-Q for the quarter ended September 30, 2009, as amended and filed on October 19, 2009 is amended by the Form 10-Q/A
3 PART I Item I - FINANCIAL STATEMENTS Dale Jarrett Racing Adventure, Inc. Balance Sheets March 31, 2009 December 31, 2008 (Unaudited) ASSETS ------ Current assets: Cash $ 282,666 $ 522,695 Accounts receivable 193,962 51,725 Note receivable 10,000 - Inventory 4,000 5,522 Prepaid expenses and other current assets 139,124 140,883 ---------- ---------- Total current assets 629,752 720,825 ---------- ---------- Property and equipment, at cost, net of accumulated depreciation of $657,418 and $628,355 596,667 604,295 ---------- ---------- Other assets 9,808 6,684 ---------- ---------- $1,236,227 $1,331,804 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) --------------------------------------- Current liabilities: Current portion of long-term debt $ 26,565 $ 28,634 Accounts payable 50,979 198,121 Accrued expenses 37,115 15,337 Deferred revenue 1,150,649 946,469 ---------- ---------- Total current liabilities 1,265,308 1,188,561 ---------- ---------- Long-term debt 66,071 71,827 ---------- ---------- Stockholders' equity (deficit): Preferred stock, $.0001 par value, 5,000,000 shares authorized Common stock, $.0001 par value, 200,000,000 - - shares authorized, 24,110,502 and 24,995,502 shares issued and outstanding 24,110 24,995 Additional paid-in capital 6,096,821 6,095,936 Accumulated (deficit) (6,216,083) (6,049,515) ---------- ---------- (95,152) 71,416 ---------- ---------- $1,236,227 $1,331,804 ========== ========== See accompanying notes to financial statements.
4 Dale Jarrett Racing Adventure, Inc. Statements of Operations For The Three Months Ended March 31, 2009 and 2008 (Unaudited) 2009 2008 ---------- ----------- Sales $ 447,487 $ 416,787 Cost of sales and services 246,340 220,043 ---------- ---------- Gross profit 201,147 196,744 ---------- ---------- Expenses General and administrative expenses 366,727 458,733 ---------- ---------- 366,727 458,733 ---------- ---------- (Loss) from operations (165,580) (261,989) ---------- ---------- Other income and (expense): Interest income 548 6,386 Interest expense (1,536) (3,720) ---------- ---------- (988) 2,666 ---------- ---------- (Loss) before taxes (166,568) (259,323) Income taxes - - ---------- ---------- Net (loss) $ (166,568) $ (259,323) ========== ========== Per share information: Basic and diluted (loss) per share $ (0.01) $ (0.01) ========== ========== Weighted average shares outstanding 24,110,502 25,245,502 ========== ========== See accompanying notes to financial statements.
5 Dale Jarrett Racing Adventure, Inc. Statements of Cash Flows For The Three Months Ended March 31, 2009 and 2008 (Unaudited) 2009 2008 ---------- ---------- Net cash provided by (used in) operating activities $ (207,644) $ (327,786) ---------- ---------- Cash flows from investing activities: Acquisition of plant and equipment (24,560) (117,575) ---------- ---------- Net cash (used in) investing activities (24,560) (117,575) ---------- ---------- Cash flows from financing activities: Repayment of long-term debt (7,825) (5,649) ---------- ---------- Net cash (used in) financing activities (7,825) (5,649) ---------- ---------- (Decrease) in cash (240,029) (451,010) ---------- ---------- Cash and cash equivalents, beginning of period 522,695 1,323,215 ---------- ---------- Cash and cash equivalents, end of period $ 282,666 $ 872,205 ========== ==========
6 DALE JARRETT RACING ADVENTURE, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2009 (UNAUDITED) (1) Basis Of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information and Rule 8.03 of Regulation SX. They do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the financial statements of the Company as of and for the year ended December 31, 2008, including notes thereto included in the Company's Form 10-K. (2) Earnings Per Share The Company calculates net income (loss) per share as required by Statement of Financial Accounting Standards (SFAS) 128, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods when anti-dilutive commons stock equivalents are not considered in the computation. (3) Inventory Inventory is valued at the lower of cost or market on a first-in first-out basis and consists primarily of finished goods and includes primarily promotional items that bear the Company's logo. (4) Basis of Reporting The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced a significant loss from operations as a result of its investment necessary to achieve its operating plan, which is long-range in nature. From inception to March 31, 2009, the Company incurred net losses of $6,216,083 and for the three months ended March 31, 2009, the Company incurred a net loss of $166,568. In addition, the Company has a working capital deficit of $635,556 at March 31, 2009.
7 The Company's ability to continue as a going concern is contingent upon its ability to attain profitable operations and secure financing. In addition, the Company's ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which the Company operates. The Company is pursuing equity financing for its operations. Failure to secure such financing or to raise additional capital or attain materially profitable operations may result in the Company depleting its available funds and not being able pay its obligations. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Trends and Uncertainties. Demand for the Corporation's products are dependent on, among other things, general economic conditions which are cyclical in nature. Inasmuch as a major portion of the Corporation's activities are the receipt of revenues from its driving school services and products, the Corporation's business operations may be adversely affected by the Corporation's competitors and prolonged recessionary periods. There are no known trends, events or uncertainties that have or are reasonably likely to have a material impact on the corporation's short term or long term liquidity. Sources of liquidity both internal and external will come from the sale of the corporation's products as well as the private sale of the Corporation's stock. There are no material commitments for capital expenditure at this time. There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations. There are no significant elements of income or loss that do not arise from the Corporation's continuing operations. There are no known causes for any material changes from period to period in one or more line items of the corporation's financial statements. The Corporation currently has classes planned through December 2009. Capital and Source of Liquidity. The Corporation currently has no material commitments for capital expenditures. The Corporation has no plans for future capital expenditures such as additional race cars at this time. The Corporation believes that there will be sufficient capital from revenues to conduct operations for the next twelve(12) months. Presently, the Corporation's revenue and cash comprises one hundred(100) percent of the total cash necessary to conduct operations. Future revenues from classes and events will determine the amount of additional financing necessary to continue operations. The board of directors has no immediate offering plans in place. The board of directors shall determine the amount and type of financing as the Corporation's financial situation dictates. For the three months ended March 31, 2009, the Corporation acquired plant and equipment of $24,560 resulting in net cash used in investing activities of $24,560. Comparatively, for the three months ended March 31, 2008, the Corporation acquired plant and equipment of $117,575 resulting in net cash used in investing activities of $117,575.
9 For the three months ended March 31, 2009, the Corporation reduced its outstanding debt by repaying long-term debt of $7,825. As a result, the Corporation had net cash used in financing activities of $7,825 for the three months ended March 31, 2009. Comparatively, for the three months ended March 31, 2008, the Corporation reduced its outstanding debt by repaying long-term debt of $5,649. As a result, the Corporation had net cash used in financing activities of $5,649 for the three months ended March 31, 2008. On a long term basis, liquidity is dependent on continuation of operation and receipt of revenues. Results of Operations. For the three months ended March 31, 2009, the Corporation had sales of $447,487 with cost of sales of $246,340 for a gross profit of $201,147. For the three months ended March 31, 2009, the Corporation had general and administrative expenses of $366,727. The percentage of general and administrative expenses to revenues for the three months ended March 31, 2009 decreased from 110% to 82% for the three months ended March 31, 2008 due to management's ongoing effort to maintain and/or reduce these types of expenses. For the three months ended March 31, 2008, the Corporation had sales of $416,787 with cost of sales of $220,043 for a gross profit of $196,744. For the three months ended March 31, 2008, the Corporation had general and administrative expenses of $458,733. The percentage of general and administrative expenses to revenues for the three months ended March 31, 2008 increased to 110% from 85% for the three months ended March 31, 2007 in spite of management's ongoing effort to maintain and/or reduce these types of expenses. Plan of Operation. The Corporation may experience problems; delays, expenses and difficulties sometimes encountered by an enterprise in the Corporation's stage, many of which are beyond the Corporation's control. These include, but are not limited to, unanticipated problems relating to additional costs and expenses that may exceed current estimates and competition. The Corporation is not delinquent in any of its obligations even though the Corporation has generated limited operating revenues. The Corporation intends to market its products and services utilizing cash made available from operations. The Corporation's management is of the opinion that future revenues will be sufficient to pay its expenses for the next twelve months. Our auditors have expressed reservations concerning our ability to continue as a going concern. The Corporation has incurred significant losses from operations. This factor raises substantial doubt about our ability to continue as a going concern.
10 Our ability to continue as a going concern is contingent upon our ability to increase revenues, increase ownership equity and attain profitable operations. In addition, the Corporation's ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which the Corporation operates. The Corporation is not currently pursuing financing for its operations. The Corporation is seeking to expand its revenue base. Failure to expand its revenue base may result in the Corporation depleting its available funds and not being able pay its obligations. Item 3. Quantitative and Qualitative Disclosures About Market Risk We do not consider the effects of interest rate movements to be a material risk to our financial condition. We do not hold any derivative instruments and do not engage in any hedging activities. Item 4T. Controls and Procedures. During the three months ended March 31, 2009, there were no changes in our internal controls over financial reporting (as defined in Rule 13a- 15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of March 31, 2009. Based on this evaluation, our chief executive officer and chief principal financial officers have concluded such controls and procedures to be effective as of March 31, 2009 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
11 PART II - OTHER INFORMATION Item 1. Legal Proceedings. not applicable. Item 1A. Risk Factors. not applicable Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. not applicable. Item 3. Defaults Upon Senior Securities. not applicable. Item 4. Submission of Matters to a Vote of Security Holders. not applicable. Item 5. Other Information. not applicable. Item 6. Exhibits Exhibit 31 - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 32 - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: December 8, 2009 DALE JARRETT RACING ADVENTURE, INC. By: /s/Timothy Shannon --------------------------- Timothy Shannon, Principal Executive Officer