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D. Brooks and Associates CPAs, P.A.

Certified Public Accountants Valuation Analyst Advisors


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of Plaza Ballroom & Event Centre, LLC

We have audited the accompanying balance sheet of Plaza Ballroom & Event Centre, LLC as of December 31, 2012, and the related statements of operations, members’ deficit, and cash flows for the period from October 24, 2012 (inception) through December 31, 2012. Plaza Ballroom & Event Centre, LLC’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Plaza Ballroom & Event Centre, LLC as of December 31, 2012, and the results of its operations and its cash flows for the period from October 24, 2012 (inception) through December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred operating losses, has incurred negative cash flows from operations and has a working capital deficit. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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D. Brooks and Associates CPA’s, P.A.
West Palm Beach, Florida
December 31, 2013




D. Brooks and Associates CPA’s, P.A. 8918 Marlamoor Lane, West Palm Beach, FL 33412 – (954) 592-2507



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PLAZA BALLROOM & EVENT CENTRE, LLC

BALANCE SHEET

December 31, 2012

 

 

 

 

 

 

 

 

ASSETS:

 

 

 

CASH

 

 

 $       4,094

TOTAL CURRENT ASSETS:

 

 

          4,094

OTHER ASSETS:

 

 

 

DEFERRED RENT COSTS AND DEPOSITS

 

 

        20,292

TOTAL ASSETS

 

 

 $     24,386

 

 

 

 

LIABILITIES AND MEMBER'S DEFICIT

 

 

 

LIABILITIES:

 

 

 

ACCOUNTS PAYABLE

 

 

 $       1,043

DUE TO MEMBER

 

 

        31,231

TOTAL CURRENT LIABILITIES:

 

 

        32,274

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

MEMBER'S DEFICIT

 

 

         (7,888)

TOTAL LIABILITIES AND MEMBER'S DEFICIT

 

 

 $     24,386

 

 

 

 

See accompanying notes to financial statements




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PLAZA BALLROOM & EVENT CENTRE, LLC

 STATEMENT OF OPERATIONS AND MEMBER'S DEFICIT

FOR THE PERIOD FROM OCTOBER 24, 2012 (INCEPTION) THROUGH DECEMBER 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 $                    23,200

 

 

 

 

Total Revenue

 

 

                       23,200

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

Occupancy

 

 

                       13,358

Event costs

 

 

                         5,430

General and administrative

 

 

                       12,300

 

 

 

 

Total Expenses

 

 

                       31,088

 

 

 

 

Net Loss

 

 

                        (7,888)

 

 

 

 

Member's deficit, beginning of the period

 

 

                                 -

 

 

 

 

Member's deficit, end of the period

 

 

 $                     (7,888)

 

 

 

 

See accompanying notes to financial statements




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PLAZA BALLROOM & EVENT CENTRE, LLC

STATEMENT OF CASH FLOWS

FROM OCTOBER 24, 2012 (INCEPTION) THROUGH DECEMBER 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

Net Loss

 

 

 

 $                  (7,888)

 

Adjustments to reconcile net loss to net

 

 

 

 

cash used in operating activities:

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

  Increase in other assets

 

 

                     (1,500)

 

 

  Increase in accounts payable

 

                      1,043

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

                     (8,345)

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

   

 

 

Advances from member

 

 

                    12,439

Net provided by financing activities

 

 

                    12,439

Net change in cash and cash equivalents

 

                      4,094

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

                            -   

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

 $                   4,094

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

 

 

 

 

 

Interest  paid

 

 

 

 

 $                         -   

Taxes paid

 

 

 

 

 $                         -   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements



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PLAZA BALLROOM & EVENT CENTRE, LLC


NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Business


The Company is engaged in the business of providing ballroom dance lessons and hosting events in its leased facility, located in North Palm Beach, Florida. The Company was organized under the statutes of the State of Florida as a limited liability company.


Basis of Presentation


The accompanying financial statements are prepared in conformity with US generally accepted accounting standards.


Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions.  These assumptions, if not realized, could affect the 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.


Revenue Recognition


The Company earns revenue from the provision of dance lessons and the rental of its dance hall.  Revenue is recognized during the period in which dance lessons are provided and in which the Company’s facilities are utilized pursuant to rental arrangements.  The Company receives payments for services and rentals at the time of service or rental.


Deferred Rent Costs


In October 2012, a member of the Company paid $20,490 in settlement of past due rent owed by the prior lessor of the Company’s facilities.  In exchange for the payment, the Company agreed to repay the amount without interest upon demand.  The amount paid was recorded as deferred rent costs to be expense over the three-year term of the lease.


Advertising Costs


Advertising costs are expensed as incurred and totaled $1,005 for the period from October 24, 2012 (inception) through December 31, 2012.


Income Taxes

The Company is a single member limited liability company, which is not subject to income taxes. Instead, the Company’s member is taxed individually on the Company’s corporate income or loss.  Accordingly, no provision or liability for income taxes is reflected in the accompanying financial statements.  Management has concluded the the Company is a pass-through entity and there are no uncertain tax positions that would require recognition in the financial statements.  If the Company were to incur an



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PLAZA BALLROOM & EVENT CENTRE, LLC


NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012



income tax liability in the future, interest on any income tax liability would be reported as in interest expense and penalties and any income tax liability would be reported as income taxes.  The Company’s conclusion regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of tax laws, regulations and interpretations thereof as well as other factors.  Generally, federal state and local authorities may examine the Company’s tax returns for three years from the date of filing.


Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers all short-term highly liquid notes and certificates of deposits with original maturities of three months or less to be cash equivalents.


Recent Pronouncements


The Financial Accounting Standards Board ("FASB") periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting.  We have reviewed the recently issued pronouncements and concluded that there are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on the Company's financial position, results of operations or cash flows.


Going Concern


The Company has a working capital deficit of approximately $28,000 as of December 31, 2012.  Further the Company sold substantially of its assets in October 2013.  See note 4.  These and other factors raise substantial doubt about the Company’s ability to continue as a going concern.


NOTE 2: DUE TO MEMBERS

During the period from October 24, 2012 (inception) through December 31, 2012, members of the Company paid $20,490 in settlement of past due rent owed by the prior lessor of the Company’s facilities and advanced $12,450 for working capital purposes. These amounts are non-interest bearing, due on demand and totaled $32,231 as of December 31, 2012.


NOTE 3: COMMITMENTS, CONTINGENCIES AND OTHER MATTERS


The Company entered into a three-year lease for its dance facility.  The lease requires monthly payments of $5,500 commencing on November 1, 2012 increasing by 5% on each anniversary date. The aggregate rental payments required throughout the term of the lease are expensed on a straight line basis over the term of the lease.  A member of the Company paid $20,490 directly to the landlord in settlement of amounts owed by a prior lessor.  Such amounts have been recorded as deferred rent costs and are being expensed over the term of the lease.  Future minimum rental payments under the lease are as follows:


Year Ending
December 31,

 

2013

$66,550

2014

2015

69,878

60,640

$197,068

 

 

 

 

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PLAZA BALLROOM & EVENT CENTRE, LLC


NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012




Rent expense totaled $13,358 for the period from October 24, 2012 (inception) through December 31, 2012.


NOTE 4: SUBSEQUENT EVENTS


Management has reviewed subsequent events through December 31, 2013, which is the date these financial statements were available for issuance.


The Company on October 18, 2013 sold substantially all of its assets to Ballroom Dance Fitness, Inc. (BDF), a Florida company.  In accordance with the terms and provisions of the Asset Purchase Agreement, the Company sold certain assets to BDF including, but not limited to, a dance studio and associated lease, domain address and associated website and data base of approximately 1,100 customers. In consideration for the purchase of the Assets by BDF, BDF shall pay aggregate consideration to Plaza Ballroom members in the amount of $325,000 consisting of: (i) cash in the amount of $25,000 of  which $5,000 was a non-refundable advance; and (ii) issue in the name of Plaza Ballroom or its designee an aggregate of 1,000,000 shares of its restricted common stock at a per share price of $0.30 valued at $300,000.  In further accordance with further terms if on the date nine months (June 18, 2014) from the date of the Asset Purchase Agreement the Company members are unable to sell the 1,000,000 shares of common stock on the open market to realize an aggregate proceeds of $300,000 because the BDF’s shares of common stock dropped below a per share price of $0.30, the BDF shall further issue to Plaza Ballroom members that number of shares of common stock based upon the trading price on June 18, 2014 to resolve the difference between the $300,000 and the amount received by Plaza Ballroom members  from the sale of the original 1,000,000 shares of common stock during the nine month period. In the event Plaza Ballroom members cannot sell the new shares and the original 1,000,000 shares for $300,000, Plaza Ballroom members will notify BDF and request cash payment aggregating $300,000 due thirty days from Plaza Ballroom members request. In the event the BDF does not make the payment, the Asset Purchase Agreement will be rescinded and the business will be returned to Plaza Ballroom members and Plaza Ballroom will return the 1,000,000 shares issued to it to the BDF for cancellation.




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