UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

(Mark One)

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

 

For the quarterly period ended March 31, 2012

 

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

   For the transition period from ______________ to _____________

 

Commission file number 333-143672

 

SPEEDSPORT BRANDING, INC.

(Exact name of small business issuer as specified in its charter)

 

Nevada	20-4168979
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

 

Roy C. Montgomery, Chief Executive Officer

111 Sunrise Center Dr. Thomasville, NC 27360

(Address of principal executive offices)

 

(951) 656.1160

(Issuer’s telephone number)

 

 (Former name, former address and former fiscal year, if changed since last report)

 

Check whether the issues (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 S     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 T     No £

 

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

Yes o      No x

 

APPLICABLE ONLY TO CORPORATE ISSUES

 

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

 

On March 31, 2012, we had 16,535,838 shares of common stock issued and outstanding.

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accredited filer, a non-accredited filer, (or a  smaller reporting company in Rule 12b-2 of the Exchange Act.(check one)

 

Large Accredited filer £

Accelerated filer £

 

Non-accredited filer£

Smaller reporting company S

 

 

 Speedsport Branding, Inc

 

TABLE OF CONTENTS

 

			Page
Part I    FINANCIAL INFORMATION
	Item 1.	Condensed Financial Statements:
		Condensed Balance Sheets at March 31, 2012 (unaudited) and December 31, 2011 (audited)
		Condensed Statements of Operations for the three months ended March 31, 2012 and 2011 and the period from January 10, 2006 (inception) to March 31, 2012 (unaudited)
		Condensed Statements of Cash Flows for the three months ended March 31, 2012 and 2011 and the period from January 10, 2006 (inception) to March 31, 2012 (unaudited)
		Notes to Condensed Financial Statements (unaudited)
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Part II  OTHER INFORMATION
	Item 1.	Legal Proceedings
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk
	Item 4.	Controls and Procedures
	Item 6.	Exhibits
		Signatures

 

 

 

SPEEDSPORT BRANDING, INC.

 

FINANCIAL STATEMENTS

(Unaudited)

 

Quarter Ended March 31, 2012

 

 

 

 

 

 

Speedsport Branding, Inc.

Financial Statements

(Unaudited)

 

 

TABLE OF CONTENTS

 

 

		Page
FINANCIAL STATEMENTS
	Balance sheets	1
	Statements of operation	2
	Statements of cash flows	3
	Notes to consolidated financial statements	5

 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

 

 

Speedsport Branding, Inc.

(A Development Stage Company)

BALANCE SHEETS

 

 

						March 31, 2012
		Dec. 31, 2011				(Unaudited)
ASSETS
Current assets
Cash		$	23,377			$	30
Total current assets			23,377				30
Fixed assets - net			64,000				56,000
Total Assets		$	87,377			$	56,030
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable		$	773			$	773
Accrued interest payable			573				590
Accrued payables - related parties			525				525
Notes payable - related parties			2,000				2,000
Notes payable - current			8,677				5,553
Stock subscription payable			45,000				45,000
Total current liabilties			57,548				54,441
Notes payable			-				-
Total Liabilities			57,548				54,441
Stockholders' Equity
Preferred stock, $.001 par value;
10,000,000 shares authorized;
none issued or outstanding			-				-
Common stock, $.001 par value;
100,000,000 shares authorized;
16,535,838 issued and outstanding			16,536				16,536
Additional paid in capital			1,402,999				1,402,999
Deficit accumulated during the
development stage			(1,389,706	)			(1,417,946	)
Total Stockholders' Equity			29,829				1,589
Total Liabilities and Stockholders' Equity		$	87,377			$	56,030

 

 

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

 

 

 

 

Speedsport Branding, Inc.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

 

										Period From
										Jan. 10, 2006
		Three Months				Three Months				(Inception)
		Ended				Ended				To
		March 31, 2011				March 31, 2012				March 31, 2012
		(Unaudited)				(Unaudited)				(Unaudited)
Revenues		$	-			$	-			$	128,530
Lease income - related party			1,161				-				42,424
			1,161				-				170,954
Operating expenses:
Amortization & depreciation			8,392				8,000				227,260
General and administrative			6,376				19,888				1,267,060
			14,768				27,888				1,494,320
Operating - other:
Gain on asset sales			-				-				16,359
Gain (loss) from operations			(13,607	)			(27,888	)			(1,307,007	)
Other income (expense):
Interest income			257				-				1,286
Interest expense			(208	)			(352	)			(112,225	)
Income (loss) before
provision for income taxes			(13,558	)			(28,240	)			(1,417,946	)
Provision for income tax			-				-				-
Net income (loss)		$	(13,558	)		$	(28,240	)		$	(1,417,946	)
Net income (loss) per share
(Basic and fully diluted)		$	(0.00	)		$	(0.00	)
Weighted average number of
common shares outstanding			16,025,873				16,535,838

 

 

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

 

 

 

 

Speedsport Branding, LLC

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

 

										Period From
										Jan. 10, 2006
		Three Months				Three Months				(Inception)
		Ended				Ended				To
		March 31, 2011				March 31, 2012				March 31, 2012
		(Unaudited)				(Unaudited)				(Unaudited)
Cash Flows From Operating Activities:
Net income (loss)		$	(13,558	)		$	(28,240	)		$	(1,417,946	)
Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Amortization & depreciation			8,392				8,000				227,260
Stock issued for services			-				-				117,476
Non cash lease income			(1,161	)			-				(33,762	)
Non cash interest income/expense (net)			340				40				9,030
Gain (loss) on asset sales			-				-				(16,359	)
Increase in accounts receivable			-				-				(15,000	)
Accrued payables			(1,938	)			17				79,052
Receivable writedowns			-				14,508				61,765
Accrued payables - related parties			-				-				108,525
Net cash provided by (used for)
operating activities			(7,925	)			(5,675	)			(879,959	)
Cash Flows From Investing Activities:
Funds loaned to related party			-				(30,408	)			(75,515	)
Collections of related party loans			-				15,900				28,750
Fixed asset purchases			-				-				(383,805	)
Fixed asset sales			-				-				132,400
Net cash provided by (used for)
investing activities			-				(14,508	)			(298,170	)

 

  

 (Continued On Following Page) 

 

 

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

 

 

 

Speedsport Branding, Inc.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Continued From Previous Page)

 

 

										Period From
										Jan. 10, 2006
		Three Months				Three Months				(Inception)
		Ended				Ended				To
		March 31, 2011				March 31, 2012				March 31, 2012
		(Unaudited)				(Unaudited)				(Unaudited)
Cash Flows From Financing Activities:
Notes & loans payable - borrowings			114,750				295				2,154,522
Notes & loans payable - payments			(96,800	)			(3,459	)			(1,106,363	)
Sales of common stock			-				-				130,000
Net cash provided by (used for)
financing activities			17,950				(3,164	)			1,178,159
Net Increase (Decrease) In Cash			10,025				(23,347	)			30
Cash At The Beginning Of The Period			40,012				23,377				-
Cash At The End Of The Period		$	50,037			$	30			$	30
Schedule Of Non-Cash Investing And Financing Activities
Common stock issued for services		$	-			$	-			$	117,476
Asset sold for assumption of debt		$	-			$	-			$	140,737
Debt converted to capital		$	-			$	-			$	1,172,059
Supplemental Disclosure
Cash paid for interest		$	201			$	335			$	23,394
Cash paid for income taxes		$	-			$	-			$	-

 

 

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

 

 

 

SPEEDSPORT BRANDING, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Speedsport Branding, Inc. (the “Company”), was incorporated in the State of Nevada on January 10, 2006. The Company purchases or leases motorsport racecars for its own use, and competes in organized racing events. The Company is currently considered to be in the development stage, and has generated only limited revenues from its activities in the racing business.

 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and 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.

 

Cash and cash equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

 

Accounts receivable

 

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.

 

Property and equipment

 

Property and equipment are recorded at cost and depreciated under accelerated or straight line methods over each item's estimated useful life.

 

 

 

SPEEDSPORT BRANDING, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

 

Revenue recognition

 

Revenue is recognized on an accrual basis as earned under contract terms.

 

Advertising costs

 

Advertising costs are expensed as incurred.

 

Income tax

 

The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Net income (loss) per share

 

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

 

Financial Instruments

 

The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheets, approximates fair value.

 

Long-Lived Assets

 

In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that may suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.

 

 

SPEEDSPORT BRANDING, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

 

Stock based compensation

 

The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

 

 

 

 

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

 

Safe Harbor for Forward-Looking Statements

 

When used in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, operating results, and financial position.  Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual result may differ materially from those included within the forward-looking statements as a result of various factors.  Such factors are discussed under the “Item 2.  Management’s Discussion and Analysis of Financial Condition or Plan of Operations,” and also include general economic factors and conditions that may directly or indirectly impact the Company’s financial condition or results of operations.

 

Description of Business:

 

We are a developmental stage motorsports organization which was organized in February of 2006 to participate in the Grand American Road Racing Association (“Grand Am”) sanctioned ”Grand-Am Cup Series” road racing events.  The Grand American Road Racing Association was established in 1999 to organize, sanction, and sponsor professionally race prepared “Sports Car” automobile road racing in North America. Grand Am is a separate and distinct entity from us and we do not have any formal contractual arrangements with Grand Am. 

 

Since February of 2007, we have participated in the Grand Am Rolex Series events using Rolex Series GT (Grand Touring) production based automobiles that we have leased from P-1, Inc. a company whose majority shareholder is Kevin P. O’Connell.  We participated in four road racing events in 2006, six in 2007 and nine races in 2008.  The last race in which we participated was in September of 2008 at Miller Motorsports Park in Toole, Utah.   Our cessation in racing was due primarily to the lack of availability of capital due to a downturn in the economy.  We did not enter any events in 2009,  2010 or the first nine months of 2011.

 

Until early in 2007, we owned and operated one Grand Am qualified professionally race prepared Sports Car.  In early 2007, the Company decided to sell it’s factory built sports car and participated in racing competition utilizing primarily leased professionally prepared sports cars.

 

 

On December 31, 2008, the Company  acquired a Grand Am spec 997 GT-3 Porsche racecar (the (the "997 Porsche") from P-1. The purchase price was $160,000. Additionally, on December 31, 2008, we acquired a Grand Am spec 997 GT-3 Porsche racecar from P-1.  The purchase price was $160,000, for which we issued 533,333 shares ($.30 per share) of our common stock for the purchase of the race vehicle.

 

In 2008, the Company continued to participate in the Grand-Am Rolex Series race series in North America and entered and competed in races in Mexico City, Mexico and Montreal, Canada.  The inclusion of the international races provided a wider audience for potential sponsorship and marketing clients.

  

We have not generated any revenue from sponsorships or the sale of advertising space.  Our losses from inception through the period ended June 30, 2011 was ($1,263,578). 

 

Expected management estimates for the cost of operating the business will continue to require additional capital of up to One Hundred Fifty Thousand dollars ($150,000) consisting of: $5,000 for registration and licenses required for entry in select sanctioned racing events; $10,000 for travel and lodging; $3,000 for marketing and promotion; $20,000 for legal and accounting; $20,000 for engineers and consultants; $25,000 for parts, $20,000 for fuels and tires; $7,000 for racecar transporter travel; $20,000 for debt service of all Company notes payable; and $20,000 in miscellaneous expenses.

 

In 2009 and 2010, and through September, 2011, due to the downturn in the overall economy and the lack of sponsorship for our company, we did not enter of participate in any of the Grand-Am Rolex Series race series in North America.   

 

When the events in which we intend to participate are chosen, we will decide whether to enter the 997 Porsche that we own or a leased race vehicle.  Our decision will be based upon the characteristics of the race venue and the suitability of the 997 Porsche or another vehicle to race at the chosen venue.  Our planned limited schedule for 2010 is due to the weakness in the overall economy and the prospects of securing sponsorship for motorsports events. Our ability to attract sponsors will, in part, be dependent upon the success of our racecars in the races we may decide to enter. We believe that if we win, or finish within the top 10 finishing places in a race, our ability to attract sponsors will be enhanced. Further, our past record of sporadic "Top 10" finishing places, has diminished our ability to attract sponsors.

 

Our 997 Porsche GT-3 Cup Car and our leased vehicles are managed for racing from a facility in Riverside, California that is owned by Riverside Acceptance, LLC a company in which 50% of the economic interests are held  by Kevin P. O'Connell.

 

Revenue is expected to be derived from the sale of advertising space from sponsors on each vehicle we enter in a Grand Am race and from winning a share of cash purses that are provided by Grand Am event sponsors. In addition, we intend to utilize professionally race prepared Sports Cars to provide marketing and public relations services to clients desiring to use our racing sports cars to market their products or services by having our vehicles promote their brand by carrying their logo. However, we have had no advertisers, sponsors or public relations clients to date, and there are no present commitments from advertisers, sponsors, or public relations clients.  There can be no assurance that we will be able to obtain any such advertising revenue, sponsorships or public relations clients in the future. We have conducted limited operations to date, and our operations will continue to be limited until such time as we are able to obtain additional funds to carry out our overall business plans.

 

If we are able to obtain additional funding, we intend to enter additional Grand Am racing events, obtain various types of equipment, hire, on a consultative basis, engineers and professionals that we will need to enter events, and to purchase the replacement parts that we may need in the event of mechanical failures throughout a racing event.

 

 

Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011

 

Revenues

 

There were no revenues for the three months ended March 31, 2012, compared to $1,161 for the same period ending March 31, 2011.  The decrease in revenue for the quarter was due to lack of non recurring consulting income for the period and a lack of scheduled North American motorsports events during this period in the year.

 

Cost of Revenues

 

There were no costs of revenues for the three months ended March 31, 2012 or the three months ended March 31, 2011.

 

Operating Expenses

 

Operating expenses for the three months ended March 31 2012 were $27,888 or 100% of revenue compared to $14,768 or 1272% of revenue for the same period ended March 31, 2011.  The increase in operating expenses was due to an overall increase in general and administrative expenses, including $5,000 in accounting expenses and $352 in interest expense and 14,507 in receivable reserve expenses.  Depreciation and amortization expenses for the three months ended March 31, 2012 was $8,000 or 100% of revenue compared to $8,392 or 723% of revenue for the same period in 2011. 

 

Interest and Financing Costs

 

Interest and financing costs for the three months ended March 31 2012 were $(352) or 100% of revenue compared to $(208) or 18% of revenue for the period ended March 31, 2011. The increase for the three months period ended March 31, 2012 as compared to the same period in 2011 was due to an incremental increase in indebtedness in the Company.

 

Other Non-operating Income

 

The Company had zero non-operating income for the three month ended March 31, 2012 compared to $257 for the same period in 2011. 

 

Net Loss

 

Net loss for the three months ended March 31, 2012 was $(27,888) or 100% of revenue compared to $(13,558) or 1168% of revenue for the same period ended March 31, 2011.  The increase in the net loss for this period in 2012 is due to a increase in general and administrative costs, specifically our receivable reserve expense. 

 

LIQUIDITY AND CAPITAL RESOURCES

 

Cash

 

Our primary source of liquidity is cash provided by operating, investing, and financing activities. Net cash used in operations for the three months ended March 31, 2012 was $(5,675) as compared to $(7,925) for the period ended March 31, 2011.   During the three months ended March 31, 2012 we used $(5,675) in cash from operating activities.  

 

Liquidity

 

The accompanying consolidated financial statements have been prepared assuming that the company will continue as a going concern. The Company incurred a net loss of $(28,240) and utilized cash in operating activities of $(5,675) during the three months ended March 31, 2012.  These matters raise substantial doubt about the Company’s ability to continue as a going concern.  As of March 31, 2012 the Company had current assets that exceeded current liabilities by $56,030.

 

 

The Company’s current source of cash is capital raised for its operations, advances drawn down on the company’s line of credit and proceeds from the sale of its common stock.  The Company will continue to explore other sources of capital to expand and fund its current operations.

 

Cash Flows for the Three Months Ended March 31, 2012.

 

Operating activities for the three months ended March 31, 2012 produced no cash.  As of March 31, 2012 accounts payable remained the same at $773.  Depreciation and amortization for the three months ended March 31, 2012 totaled $8000, a decrease from $8,392 for the same period in 2011. There were no prepaid expenses for the period.

 

Net cash provided used by financing activities was $(14,508) for the three months ended March 31, 2012, compared to $nil for the same period of 2011.  There was no  increase in cash for the three months ended March 31, 2012, as compared to the same period in 2011.

 

Stockholder Matters

 

Stockholder’s equity was $56,030 on March 31, 2012, or $ 0.003 per share outstanding.  As of March 31, 2011 stockholder’s equity was $87,377 or $ 0.005 per share outstanding.

 

 

PART II – OTHER INFORMATION

 

ITEM 1.  Legal Proceedings

 

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or material pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

 

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

 

No sales of unregistered securities were made in the three months ended March 31, 2012.

 

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.

 

As a “smaller reporting company,” we are not required to provide the information under this Item 3.

 

ITEM 4. Controls and Procedures

 

(a) Evaluation of disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e) required by Securities Exchange Act Rules 13a-15(b) or 15d-15(b), our Chief Executive Officer/Chief Financial Officer has concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.

 

(b) Changes in internal controls. There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

ITEM 6.  Exhibits

 

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K

 

SEC Ref. No.		Title of Document
31.1		Certification of the Principal Executive
		Officer/ Principal Financial Officer pursuant
		to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of the Principal Executive Officer/
		Principal Financial Officer pursuant to U.S.C.
		Section 1350 as adopted pursuant to Section 906
		of the Sarbanes-Oxley Act of 2002*

* Filed herewith.

 

   

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

SPEEDSPORT BRANDING, INC.

 

Date: May 9, 2012

By: /s/ Roy C. Montgomery                                   

Roy C. Montgomery

Chief Executive Officer/Chief Financial Officer