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EX-32.2 - EXHIBIT 32.2 - ARROW CARS INTERNATIONAL INCex32-2.htm
EX-31.1 - EXHIBIT 31.1 - ARROW CARS INTERNATIONAL INCex31-1.htm
EX-32.1 - EXHIBIT 32.1 - ARROW CARS INTERNATIONAL INCex32-1.htm
EX-31.2 - EXHIBIT 31.2 - ARROW CARS INTERNATIONAL INCex31-2.htm
EXCEL - IDEA: XBRL DOCUMENT - ARROW CARS INTERNATIONAL INCFinancial_Report.xls

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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, 2014

 

or

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE TRANSITION FROM ______ TO ______.

 

Commission File Number: 000-55002

 

 

 

ARROW CARS INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

 

Florida   99-0374918
(State or other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)
     
Calle del Escritor Herrara Santaolalla, No. 2    
Churriana, Malaga, Spain   29140
(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number: + (34) 952623297

 

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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]   Accelerated filer [  ]
Non-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]

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS

DURING THE PRECEDING FIVE YEARS

 

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [  ] No [  ]

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of September 23, 2014, there were 30,450,000 outstanding shares of the Registrant’s Common Stock, $.001 par value.

 

 

 

 
 

 

INDEX

 

    Page
     
PART I – FINANCIAL INFORMATION   F-1
     
Item 1. Financial Statements.   F-1
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   4
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk   8
     
Item 4. Controls and Procedures   8
     
PART II – OTHER INFORMATION   10
     
Item 1. Legal Proceedings.   10
     
Item 1A. Risk Factors   10
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   10
     
Item 3. Defaults Upon Senior Securities   10
     
Item 4. Mine Safety Disclosure   10
     
Item 5. Other Information.   10
     
Item 6. Exhibits   11
     
SIGNATURES   12

 

2
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

CONTENTS

 

    Page(s)
     
Consolidated Balance Sheets – March 31, 2014 (Unaudited) and December 31, 2013   F-1
     
Consolidated Statements of Operations and Comprehensive Income (Loss) for three Months ended March 31, 2014 and 2013 (Unaudited)   F-2
     
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the three Months ended March 31, 2014 (Unaudited)   F-3
     
Consolidated Statements of Cash Flows for the three Months ended March 31, 2014 and 2013 (Unaudited)   F-4
     
Condensed notes to unaudited Consolidated Financial Statements   F-5

 

3
 

 

Arrow Cars International Inc. and Subsidiary

Consolidated Balance Sheets

 

   March 31, 2014   December 31, 2013 
   (Unaudited)     
ASSETS          
Current Assets          
Cash   5,308    3,366 
Accounts receivable - trade   -    3,545 
Prepayments   7,499    1,138 
Sales type capital lease receivables - Current   141,349    81,090 
           
Total Current Assets   154,156    89,139 
           
Sales type capital lease receivables, net of allowance for uncollectible accounts - Non Current   58,587    155,491 
Tax rebates receivable   1,492    - 
Lease deposits   7,289    7,296 
Bank compensating balances   -    42,675 
           
Total Other Assets   67,368    205,462 
           
Revenue earning equipment - cars, net of accumulated depreciation   504,908    473,566 
Property and equipment, net of accumulated depreciation   7,240    7,691 
           
Total Fixed Assets   512,148    481,257 
           
Total Assets   733,672    775,858 
           
LIABILITIES and SHAREHOLDERS’ EQUITY (DEFICIT)          
           
Current Liabilities          
Bank Overdraft   -    2,081 
Accounts Payable   13,155    3,455 
Payment received in advance - Easy Car Leasing   50,964    27,158 
Unearned interest on sales type capital leases   37,186    42,169 
Lines of credit   521,487    530,071 
Auto finance loans - Current   105,119    151,268 
Customer security deposits on rental cars   12,199    12,758 
Due to relates parties   136,373    80,728 
Due to third parties - Current   28,808    20,648 
Accrued salaries   10,315    12,672 
Accrued sales and payroll taxes payable   59,522    85,618 
Secured Loans-Current   24,224    - 
           
Total Current liabilities   999,352    968,625 
           
Long Term Liabilities          
Secured loans   69,812    99,005 
Auto finance loans   111,415    120,119 
Due to third parties   -    19,098 
           
Total Long Term liabilities   181,227    238,222 
           
Total liabilities   1,180,579    1,206,847 
           
Commitments and contingencies (Note 6)          
           
Shareholders Equity (Deficit)          
Common stock, $0,001 par value, 100,000,000 shares authorized, 30,450,000 and 30,450,000 shares issued and outstanding at March 31, 2014 and December 31, 2013 respectively.   30,450    30,450 
Additional paid in capital   145,145    145,145 
Accumulated deficit   (610,148)   (586,377)
Accumulated other comprehensive (Loss) / Gain   (12,354)   (20,207)
           
Total shareholders’ equity (deficit)   (446,907)   (430,989)
           
Total Liabilities and Shareholders’ Equity (Deficit)   733,672    775,858 

 

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

 

F-1
 

 

Arrow Cars International Inc. and Subsidiary

Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)

 

   Three Months   Three Months 
   March 31, 2014   March 31, 2013 
         
Revenues          
Car rental and ancillary income  $81,807   $118,392 
           
Total Revenues   81,807    118,392 
           
Operating Expenses          
Cost of rental revenues (exclusive of depreciation presented below)   32,946    24,806 
General and Administrative   68,542    77,330 
Depreciation   9,535    10,362 
           
Total operating expenses   111,023    112,498 
           
Loss before other income (expenses)   (29,216)   5,894 
           
Other income (expenses):          
Net gains and earned interest on sales type capital leases  $5,910   $9,557 
Bad debt expense (recovery) on sales-type capital leases   2,259    (12,992)
Other income   12,903    - 
Interest income   42    256 
Interest expense   (15,669)   (11,001)
           
Total other income and (expenses), net  $5,445   $(14,180)
           
Net loss before provision for income taxes:  (23,771)   (8,286)
           
Provision for income taxes   -    - 
           
Net loss  $(23,771)  $(8,286)
           
Other Comprehensive Income (Loss):          
Unrealized foreign currency translation gain (loss)     7,853    - 
           
Comprehensive Loss  $(15,918)  $(8,286)
           
Basic and Diluted loss per Share   $(0.00)  $(0.00)
           
Basic and Diluted Weighted Average Number of Shares Outstanding   30,450,000    30,450,000 

 

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

 

F-2
 

 

Arrow Cars International Inc. and Subsidiary

Consolidated Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited)

For the three months ended March 31, 2014

 

               Other   Total 
   Common Stock   Additional   Accumulated   comprehensive   Stockholders’ 
   Shares   Amount   Paid in Capital   Deficit   (Loss)/Gain   Equity (Deficit) 
                         
December 31, 2013   30,450,000   $30,450   $145,145    (586,377)  $(20,207)  $(430,989)
                               
Net loss   -    -    -    (23,771)   -    (23,771)
                               
Other comprehensive gain (loss)   -    -    -    -    7,853    7,853 
                               
March 31, 2014   30,450,000   $30,450   $145,145    (610,148)   $(12,354)   $(446,907) 

 

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

 

F-3
 

 

Arrow Cars International Inc. and Subsidiary

Consolidated Statements of Cash Flows (Unaudited)

 

   March 31, 2014   March 31, 2013 
         
Operating activities:          
Net income (loss)  $(23,771)   (8,287)
           
Adjustments to reconcile net loss to cash provided by (used in) operating activities:          
           
Depreciation   9,535    10,362 
Bad debt expense (recovery)   (2,259)   12,992 
Gain on sale type capital lease   (5,910)   - 
Gain on repossession   (1,311)   - 
           
Changes in assets and liabilities:          
           
Accounts receivable   3,528    2,848 
Prepayments   (6,360)   - 
Sales type capital lease receivable   52,107    1,070 
Tax rebates receivable   (1,487)   (206)
Lease deposits   -    (404)
Accounts payable   9,679    9,206 
Payments received in advance   23,747    - 
Unearned interest on sales type capital lease   (4,922)   2,864 
Customer security deposits   (545)   7,573 
Accrued salaries   (2,336)   (4,429)
Accrued taxes   (25,915)   (18,678)
Other current liabilities   -    (38)
           
Net cash provided by (used in) operating activities  $23,780    14,873 
           
Investing activities:          
           
Proceeds from sales-type leases of revenue earning equipment, net of car purchase   (47,155)   (50,682)
Property and Equipment   -    (192)
Net cash provided by (used in) investing activities  $(47,155)   (50,874)
           
Financing activities:          
           
Auto finance loans   (54,378)   29,363 
Secured Loans   (4,851)   5,611 
Lines of credit   (8,016)   38,109 
Advances from related parties, net   55,454    (8,335)
Advances from third parties, net   (10,856)   3,368 
Bank overdraft   (2,072)   - 
Bank compensating balances   42,476    - 
           
Net cash provided by (used in) financing activities  $17,757    68,116 
           
Effect of exchange rate changes on cash   7,560    (22,429)
           
Net increase (decrease) in cash   1,942    9,686 
           
Cash, beginning of the period   3,366    6,198 
           
Cash, end of the period  $5,308    15,884 
           
Supplementary Cash Flow Information:          
Interest Paid  $ 15,669   $11,001 
Income tax paid  $ -   $- 
           
Supplementary disclosure of non-cash Investing and Financing activities:          
Repossessed cars recorded at fair value  $8,581   $- 

 

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

 

F-4
 

 

ARROW CARS INTERNATIONAL INC. AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014

 

Note 1. Organization and Nature of Operations

 

Arrow Cars International Inc. (“ACI”) a private company, was organized under the laws of Florida on March 8, 2012. Arrow Cars SL (“ACSL”) a private limited company, was organized under the laws of Spain on January 21, 2008. On April, 4, 2012, Arrow Cars SL executed a reverse recapitalization with Arrow Cars International Inc. The consolidated entity is referred to as “the Company”. ACI is a holding company that conducts operations through its wholly owned subsidiary ACSL. The company’s business model, described below, involves leasing and rent-to-own concepts. The Company’s clients, who are based in Spain, may go through a website called www.AutoOasis.com or walk-in to the offices to conduct transactions.

 

The Company’s brand name is “Auto Oasis” and the vehicles are leased and/or sold under this identity. The process works as follows:

 

  1. A new vehicle is provided by the “Auto Oasis Easy Car Leasing” service. Generally, the car will be rented for 36 months. The cars are rented for 28 day minimum duration periods. The client may extend the rental or return the car without penalty. This feature is for clients that do not wish to purchase the vehicle.
     
  2. Once the car surpasses the “Easy Car Leasing” phase which is generally a 36 month period, the Company transfers the vehicle to the Extended Leasing service and substantially “sells” the car under a rent-to-own generally 36 month contract.
     
  3. When the rent-to-own contract expires and the last quota is paid, the title of ownership is transferred to the client. The client may opt to return the car to “Auto Oasis”, using the vehicle as a deposit for a newer rent-to-own car and continue to pay monthly Rent to Own lease payments generally for an additional 36 months.
     
  4. Returned Extended Lease vehicles are restored and “re-sold” continuing the lease revenue generally for an additional 36 month term.

 

On December 16, 2010, the Company executed an agreement with GEP Partners Plc., a public limited company based in the United Kingdom. GEP Partners agreed to act as financial advisor in assisting the Company to merge with a fully listed, compliant, and registered company listed on the OTCBB in the United States. In exchange, the Company agreed to pay $135,000 in fees which were expensed in the respective years and exchange 3,000,000 shares of the company’s equity. In March 2012, it was mutually agreed that the Company would be acquired by a private Florida corporation and subsequently file a registration statement with the SEC.

 

Note 2. Going Concern, Basis of Presentation and Summary of Significant Accounting Policies

 

Going Concern

 

As reflected in the accompanying consolidated financial statements, the Company had a loss of $23,771 for the three months ended March 31, 2014 and a working capital deficit of $845,196, an accumulated deficit of $610,148 and a total stockholders’ deficit of $446,907 as of March 31, 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

 The ability of the Company to continue its operations is dependent on Management’s plans, which include the raising of capital through debt and/or equity markets until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur liabilities with certain related parties to sustain the Company’s existence.

 

In the event that operating cash flows are slowed or nonexistent, the Company plans to reduce its overhead wherever possible.

 

F-5
 

 

ARROW CARS INTERNATIONAL INC. AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014

 

Depending upon market conditions, the Company may not be successful in raising sufficient additional capital to achieve its business objectives. In such event, the business, prospects, financial condition, and results of operations could be materially adversely affected.

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Basis of Presentation

 

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

 

Management acknowledges its responsibility for the preparation of the accompanying interim financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the interim period presented. These financial statements should be read in conjunction with the summary of significant accounting policies and notes to financial statements included in the Company’s Form 10-K annual report for the year ended December 31, 2013. The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S.”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation.

 

Foreign Currency Translation and Comprehensive Income (Loss)

 

The Company’s functional currency is the Euro. For financial reporting purposes, the Euro has been translated into United States dollars ($) and/or USD as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity (deficit) as “accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency transactions are included in the statement of operations and comprehensive loss as other income (expense). There have been no significant fluctuations in the exchange rate for the conversion of Euros to USD after the latest balance sheet date.

 

Comprehensive loss from December 31, 2013 through March 31, 2014, includes only foreign currency translation gains (losses).

 

F-6
 

 

ARROW CARS INTERNATIONAL INC. AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014

 

Changes in Accumulated Other Comprehensive Income (Loss) by Component for the three months ended March 31, 2014 were as follows:

 

Foreign Currency    
      
Balance, December 31, 2013  $(20,207)
      
Translation rate gain (loss)   7,853 
      
Balance, March 31, 2014  $(12,354)

 

Use of Estimates

 

In presenting the consolidated financial statements in accordance with accounting principles generally accepted in the United States, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. Significant estimates during the periods presented include allowances on receivables, depreciation life on revenue earning equipment-cars, unearned interest on sales type capital leases and valuation allowances on deferred tax assets.

 

Fair Value Measurements and Fair Value of Financial Instruments

 

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy:

 

  Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets;
     
  Level 2—Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and
     
  Level 3—Unobservable inputs that are supported by little or no market activity that is significant to the fair value of assets or liabilities.

 

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

 

F-7
 

 

ARROW CARS INTERNATIONAL INC. AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014

 

Cash Equivalents

 

Cash equivalents include all highly liquid investments with an original maturity of three months or less. We maintain cash and cash equivalents at several Spanish financial institutions whereby the balances are insured under Spanish Law up to 100,000 Euros. We maintain cash and cash equivalents in one US bank. However, we have not experienced any losses in such accounts and believe we are not exposed to any significant credit risks on such accounts. As of March 31, 2014 and December 31, 2013, there were no cash equivalents.

 

Restricted Cash - Bank compensating balances

 

Our lenders may require us to maintain compensating balances at their institution as a guarantee of amounts we borrow from them. These amount are considered non-current assets.

 

Revenue Earning Equipment

 

Revenue earning equipment is carried at cost, net of accumulated depreciation. Depreciation for vehicles is calculated on a straight line basis and assumes a residual salvage value of 85% of the purchase price based on typical sales prices in the rent-to-own program.

 

Revenue Recognition

 

Revenues from our Easy Car Leasing Program are recognized after the lease agreement is executed by both parties in conjunction with the following:

 

  Persuasive evidence of an arrangement exists.
     
  Delivery has occurred or services have been rendered.
     
  The seller’s price to the buyer is fixed or determinable.
     
  Collectability is reasonably assured using management’s estimates and empirical evidence through various years of experience.

 

Specifically we recognize revenues from the leases pro rata as earned over the lease term. Payments received in advance of the lease period are recorded as “payments made in advance-Easy Car Leasing” a liability, and recognized as revenue when earned. Revenues from ancillary services such as car repairs upon lease termination and repairs and insurance for the rent-to-own cars are recognized as the services are provided.

 

The Company reports revenues net of any tax assessed by a governmental authority that is both imposed on and concurrent with a specific revenue-producing transaction between a seller and a customer.

 

Accounts Receivable-Trade

 

Accounts receivable trade reflect the amounts due from easy car lease customers which have not been paid in advance.

 

Recognition of Gains on Sales-Type Leases under Rent-to-Own Leasing Program

 

In connection with our Rent-to-Own leasing program the leases are treated as sales type capital leases in accordance with ASC 840 “Leases”. Accordingly, we recognize an initial gain on the sales-type capital leases, as other income upon execution of the agreement which provides for non-refundable lease terms generally for thirty-six months. The customer has the right to acquire title through payment of all required lease payments. Unearned interest income, which is measured as the difference between the future minimum lease payments and the present value of those lease payments, on the capital lease is recorded as a liability upon execution of the lease and recognized as part of the gains prospectively over the lease term.

 

F-8
 

 

ARROW CARS INTERNATIONAL INC. AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014

 

Sales Type Capital Lease Receivables and Allowance for Doubtful Accounts

 

The Company records accounts receivable at the rent-to-own lease execution date. Such accounts receivables reflect the gross payments (aggregate future minimum lease payments to be received) net of the down payment due under the lease. The accounts receivable is reflected as a current or non-current asset based upon the due dates of the lease payments.

 

The Company maintains a general provision for possible non-collectability of the sales-type capital lease receivables. Any receivables that are deemed not collectible would either be written off or removed as an offset to the repossessed car.

 

Property and Equipment

 

Property and equipment (including leasehold improvements) are stated at cost, net of accumulated depreciation and amortization. Depreciation is computed utilizing the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements is computed utilizing the straight-line method over the estimated benefit period of the related assets, which may not exceed 20 years, or the lease term, if shorter. Revenue earning assets-Cars are depreciated at a 5% rate over 3-years based on an estimated 85% salvage value resulting in a net carrying value equal to 85% of the original purchase price at the time these assets are offered as rent-to-own cars.

 

Useful lives are as follows:

 

Furniture, fixtures & equipment  3 to 10 years
Capitalized software  3 to 7 years
Buses and support vehicles  4 to 15 years
Revenue earning assets - Cars  3 years

 

Impairment of Long-Lived Assets

 

The Company is required to assess long-lived assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company performs its annual impairment assessment in the fourth quarter of each year at the reporting unit level. If the carrying value of an asset exceeds its undiscounted projected cash flows, an impairment loss is recognized in an amount equal to the excess of the carrying value over the fair value.

 

Advertising Expenses

 

Advertising costs are generally expensed in the period incurred. Advertising expenses, recorded within general and administrative expense on our Statements of Operations, include radio, television, “yellow pages” and other advertising, Internet advertising and other promotions and were $1,047 and $3,724 for the three months ended March 31, 2014 and 2013, respectively.

 

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 statement 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.

 

F-9
 

 

ARROW CARS INTERNATIONAL INC. AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014

 

The Company records net deferred tax assets to the extent it believes that it is more likely than not that these assets will be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent results of operations. In the event the Company were to determine that it would be able to realize the deferred income tax assets in the future in excess of their net recorded amount, the Company would adjust the valuation allowance, which would reduce the provision for income taxes.

 

The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

 

Loss per Common Share

 

Basic earnings (loss) per common share are based upon the weighted average number of common shares outstanding during each period presented. Diluted earnings per common share are based upon the weighted average number of common shares outstanding during the period, plus, if dilutive, the assumed exercise of stock options at the beginning of the year, or for the period outstanding during the period for current year issuances.

 

New Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that we adopt as of the specified effective date. Unless otherwise discussed, we believe the impact of any other recently issued standards that are not yet effective are either not applicable to us at this time or will not have a material impact on our consolidated financial statements upon adoption.

 

Note 3. Sales-Type Capital Lease Receivables

 

Once a car surpasses the initial rental phase, the Company transfers it to the Extended Leasing service and substantially “sells” the car under a rent-to-own contract which is generally 36 months. When this car is sold, it is removed from fixed assets and the net gain is recorded as other income under the accounting guidance for sales-type capital leases with the Company as the lessor. The Company records receivables from sales-type capital leases under our rent-to-own program. The receivables generally are payable over a period of 36 months and therefore are presented with current and non-current components on our balance sheet. The Company makes a provision for possible bad debt on these receivables. Bad debt expense (recovery) was $2,259 and $(12,992) for the three months ended March 31, 2014 and 2013, respectively.

 

F-10
 

 

ARROW CARS INTERNATIONAL INC. AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014

 

Sales-type capital lease receivables at March 31, 2014 and December 31, 2013, are as follows:

 

   March 31, 2014   December 31, 2013 
Sales type capital lease receivables – Current  $141,349   $81,090 
Sales-type lease receivables – Non-current   69,111    168,295 
Allowance for doubtful accounts   (10,524)   (12,804)
Sales-type capital lease receivables – non-current, net   58,587    155,491 
Total Sales-type capital lease receivables, net  $199,936   $236,581 

 

Note 4. Revenue Earning Equipment-Cars and Property and Equipment

 

The Company’s tangible assets at March 31, 2014 and December 31, 2013 consisted of the following:

 

   March 31, 2014   December 31, 2013 
         
Cars  $744,165   $712,572 
Property   18,572    18,591 
Subtotal   762,737    731,163 
           
Accumulated depreciation - Cars   (239,257)   (239,007)
Accumulated depreciation - Property   (11,332)   (10,899)
Subtotal   (250,589)   (249,906)
           
Net Value  $512,148   $481,257 

 

Leased vehicles are carried at cost, net of accumulated depreciation. Depreciation for vehicles is provided using straight line method taking into consideration the estimated residual value at the expected date of disposition.

 

Depreciation expense for the three months ending March 31, 2014 and March 31, 2013 was $9,535 and $10,362 respectively.

 

F-11
 

 

ARROW CARS INTERNATIONAL INC. AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014

 

Note 5. Debt

 

A)Due to Related Parties

 

From time to time, the Company receives advances from related parties such as officers, directors or principal shareholders in the normal course of business. As of March 31, 2014 and December 31, 2013 the Company owed shareholders and directors $136,373 and $80,728 respectively. The advances are non-interest bearing, unsecured and due on demand.

 

B)Due to Third Parties

 

The amounts due to third parties on a current and noncurrent basis are as follows:

 

   March 31, 2014   December 31, 2013 
Due to third parties - Current  $28,808   $20,648 
Due to third parties - Non Current   -    19,098 
   $28,808   $39,746 

 

C)Auto finance loans, secured loans and lines of credit

 

A summary of the company’s auto finance loans, secured loans and letters of credit is as follows:

 

   March 31, 2014   December 31, 2013 
Lines of credit  $521,487   $530,071 
Auto finance loans   216,264    271,387 
Secured loans   94,036    99,005 
   $831,787   $900,463 
Less Current Portion   (129,443)   (151,268)
Total - Non Current   702,444    749,195 

 

Collateral:

 

  1. The Company uses the cars that they buy as collateral to guarantee the auto finance loans, the lines of credit and the secured loans.
     
  2. The Company also maintained a compensating bank deposit as collateral with Bank Popular as reflected on the accompanying consolidated balance sheets at December 31, 2013 which was refunded to the Company as of March 31, 2014.

 

F-12
 

 

ARROW CARS INTERNATIONAL INC. AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014

 

Guarantees:

 

  1. Jeremy Harris, CEO of the Company, has personally guaranteed each of the loans.
     
  2. Banco Popular auto finance loans and a secured loan is currently being guaranteed by a third party.
     
  3. A third party guaranteed the two lines of credit with Bankinter and this party was paid 20% of the common shares of the Company as a fee in the year 2010 and is currently a principal shareholder.

 

Note 6. Commitments and Contingencies

 

Leases

 

The Company executed a five year lease for its offices and a warehouse on April 12, 2012 expiring May 31, 2017. The rental expense was $7,236 and $9,617 the three months ended March 31, 2014 and March 31, 2013 respectively. The rental contract is automatically renewed on a year by year basis.

 

Contingencies

 

We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us, except as follows:

 

Arrow Cars SL previously contracted with Peter Stuart Rogers for him to provide certain services to Arrow Cars SL. On November 10, 2010, Arrow Cars SL unilaterally cancelled the contract with Mr. Rogers. In December, Mr. Rogers then filed an arbitration action against Arrow Cars SL claiming damages for the cancellation of the contract. The arbitration action was filed before the Arbitration & Settlement Office (“CMAC”), file numbers 12627/2010 and 12625/2010. The arbitration case was closed without agreement. As a consequence, Mr. Rogers filed a claim against Arrow Cars SL in the Malaga Employment Courts, with the same numbers. Prior to appearing in court, Arrow Cars SL and Mr. Rogers agreed privately that Arrow Cars SL would pay 18,500 Euros (U.S. $24,420) to Mr. Rogers, which has been paid. In addition, in the event Arrow Cars SL successfully raises 4 million Euros (U.S. $5,000,000) in a public offering in the United States, Arrow Cars SL will be obligated to pay an additional 100,000 Euros ($125,000) to Mr. Rogers, one half of which amount will have to be paid within 16 weeks after the Company receives $5,000,000 in the proceeds of a public offering. The balance of 50,000 Euros will be payable to Mr. Rogers one year later.

 

The Company believes that if it, in fact, raises the $5,000,000 pursuant to a public offering, then it will owe 100,000 Euros (equivalent U.S. Dollars according to the exchange rate at the time such payments are due) to Mr. Rogers. In the event the Company is unsuccessful in raising the $5,000,000 pursuant to a public offering, the Company will not owe Mr. Rogers any additional money pursuant to the arbitration proceeding.

 

Note 7. Equity

 

A)Common Stock

 

The Company has 100,000,000 authorized common shares and 30,450,000 issued and outstanding at both March 31, 2014 and December 31, 2013.

 

There were no issuances of common stock during the three months ended March 31, 2014.

 

F-13
 

 

ARROW CARS INTERNATIONAL INC. AND SUBSIDIARY

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014

 

Note 8. Concentrations

 

Geographic Concentration

 

The Company conducts its business with customers located primarily in the province of Malaga in Spain. Substantially all of the Company’s assets are located in Spain.

 

Concentration of Credit Risk

 

The primary accounts receivable of the Company result from long term rent-to own leasing contracts accounted for as capital leases. Although there is a greater risk of non-payment due to the long term monthly payment terms, the Cars that are leased are fitted with GPS devices to allow for immediate repossession of the car as needed and we have also established as allowance for bad debt on the non-current portion of such receivables.

 

Loan Concentrations

 

Financing for the capital leasing of cars by the Company is provided primarily by two Spanish banks.

 

Note 9. Related parties.

 

The Company has balances due to related parties of $136,373 and $80,728 as of March 31, 2014 and December 31, 2013 respectively as discussed in Note 5A.

 

F-14
 

 

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

 

Arrow Cars International Inc. (“Company”, or “ACI”), a private company, was organized under the laws of Florida on March 8, 2012. Arrow Cars SL (“ACSL”), a private limited company, was organized under the laws of Spain on January 21, 2008. On April, 4, 2012, Arrow Cars SL executed a reverse recapitalization with Arrow Cars International Inc. ACI is a holding company that conducts operations through its wholly-owned subsidiary ACSL. The Company’s business model, described below, involves leasing and rent-to-own concepts whereby the respective clients are usually unable, unwilling, or lack credit-worthiness to purchase or lease vehicles conventionally. Clients may go through a website called www.autooasiseurope.com or walk-in to the offices to conduct transactions.

 

FOR THREE MONTHS ENDED MARCH 31, 2014 AND MARCH 31, 2013:

 

The Company had revenues derived from “Car Rentals” and ancillary income from “Rent to own”, such as maintenance, repairs and insurance as earned, amounting to $81,807 and $118,392 for the three months ended March 31, 2014 and March 31, 2013 respectively. The $36,585 downturn in rental income was mainly due to the number of cars that went from the “Easy Car Leasing” service to the “Rent to Own” service (where the rentals are lower cost) and the inability of the company to raise finance to purchase sufficient replacement “Easy Car Leasing” cars.

 

The cost of car rentals amounted to $32,946 and $24,806 for the three months ended March 31, 2014 and March 31, 2013 respectively. This cost is made up of repairs and maintenance, road tax and car insurance.

 

The general and administrative costs for the three months ended March 31, 2014 and March 31, 2013 respectively were $68,542 and $77,330.

 

   March 31, 
   2014   2013 
Rent  $7,236   $9,617 
Salaries   41,669    40,068 
Professional services   5,739    12,612 
Bank service charges   4,915    1,566 
Marketing and Advertising   1,048    3,725 
Soft costs   3,625    2,282 
Other costs and services   4,310    7,460 
   $68,542   $77,330 

 

Depreciation expense for the three months ended March 31, 2014 and March 31, 2013 was $9,535 and $10,362 respectively.

 

4
 

 

The net operating profit (loss) for the three months ended March 31, 2014 and 2013 respectively amounted to $(29,216) and $5,894.

 

The Company’s other income and (expenses) amounted to $5,445 for the three months ended March 31, 2014 and $(14,180) for the three months ended March 31, 2013.

 

The company incurred and paid $15,669 and $11,001 of interest for the three months ended March 31, 2014 and March 31, 2013; the majority of these interest payments were due to the auto financing loans, letters of credit and secured loans. Only a small proportion was interest levied on the bank overdraft and a guarantor agreement with a non-affiliate third party.

 

The net loss for the three months ended March 31, 2014 and March 31, 2013 respectively was $23,771 and $8,287.

 

The comprehensive loss including unrealized foreign currency translations losses was $15,918 and $8,286 for the three months ended March 31, 2014 and March 31, 2013 respectively.

 

The weighted average of the company issued and outstanding stock at March 31, 2014 and March 31, 2013 was 30,450,000 and 30,450,000 respectively which translated into a loss per shares of $(0.00) and (0.00) for the same periods.

 

LIQUIDITY AND CAPITAL RESERVES

 

As of March 31, 2014 and December 31, 2013, the Company had $5,308 and $3,366 in cash and the net cash provided by (used in) operations for the same periods was $23,780 and ($82,129). The working capital deficit amounted to $820,972 at March 31, 2014 and $879,486 at December 31, 2013. Finally, the Company had a Shareholders’ Equity deficit amounting to $446,907 at March 31, 2014 and $430,989 at December 31, 2013.

 

A summary of the company’s auto finance loans, secured loans and letters of credit is as follows:

 

   March 31, 2014   December 31, 2013 
Lines of credit  $521,487   $530,071 
Auto finance loans – Current   105,119    151,268 
Auto finance loans – Non-current   111,145    120,119 
Secured loans   94,036    99,005 
   $831,787   $900,463 

 

Jeremy D. Harris is the personal guarantor of the Company’s secured loans, credit lines and auto finance contracts.

 

The ability of the Company to continue its operations is dependent on Management’s plans, which include the raising of capital through debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur liabilities with certain related parties to sustain the Company’s existence.

 

This section of the Form 10-Q, includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

 

5
 

 

The following table provides selected financial data about our Company as of March 31, 2014. For detailed financial information, see the consolidated financial statements included in this prospectus.

 

BALANCE SHEET DATA:

 

Cash  $5,308 
Total assets  $733,672 
Total liabilities  $1,180,579 
Shareholders’ deficit  $446,907 

 

PROPOSED MILESTONES TO IMPLEMENT OUR BUSINESS OPERATION

 

We intend to use best efforts to raise $1,000,000 and use the revenue generated from our future business operations to accomplish the milestones. The amount of revenue from future business operations necessary to accomplish our plan of operation during the first 12 months is $1,750,000

 

Our specific plan of operations and milestones for September 2014 through September 2015 are as follows:

 

DURING THE FOURTH QUARTER OF 2014, WE INTEND TO:

 

SPAIN

 

SOURCE, ORDER AND COORDINATE DELIVERY OF THE INITIAL BATCH OF OUR EXTENDED VEHICLE FLEET.

 

COSTS: $950,000. For the purchase of 88 vehicles outright.

 

We intend delivery of the new fleet of vehicles to be staggered over the year to help maximize fleet utilization by replacing many of our existing fleet already on long term hire. The older fleet will be transferred to “Rent to Own” clients.

 

OPEN A NEW AUTOOASIS “SUB HUB” FACILITY CLOSE TO GIBRALTAR

 

In October 2014, we intend to begin to offering our services from a small, fully equipped premises close to Gibraltar, on the South western most tip of Spain. Much of our current business originates from this region. We believe this Auto oasis “sub hub” will improve our customer satisfaction level for this customer base.

 

COSTS: $40,000 – for equipment, staffing and branding.

 

6
 

 

DURING THE FIRST QUARTER OF 2015, WE INTEND TO:

 

SPAIN

 

ASSIGN A MINIMUM OF TWO WORLDWIDE HOLIDAY CAR RENTAL BROKERS.

 

ZERO COST: The car rental brokers would be given “Net” rates and add their own commission to these rates.

 

In preparation for peak holiday season in Spain we will assign worldwide holiday car rental brokers to market our long term car rental product to foreign home owners in Spain staying for extended periods. As is already the case, we intend to have advance reservations for our long term car rental service, therefore maximizing fleet utilization immediately.

 

APPROACH SMALL TO MEDIUM SIZED BUSINESSES IN SPAIN - STAFF COSTS ONLY

 

Between January and April 2015, we believe that a minimum of three companies will return their existing fleets to their current suppliers and switch over to our AutoOasis “Easy Car Leasing” program and transfer to an AutoOasis “Easy Car Leasing” fleet. We are confident our low cost/high benefit model will tempt many Spanish companies to transfer their fleet business to us. Due to contractual restrictions, the transfer process can take several months. We anticipate the transfer of corporate clients will begin in earnest during the second quarter of 2015. This will coincide with the return of vehicles hired by foreigners during low and mid holiday season. As of the date of this Prospectus, we do not have an executed agreement with any company to switch over to our AutoOasis “Easy Car Leasing” program. There is no guarantee that any company will transfer its fleet to us. We do not expect to incur any material costs in obtaining these new fleet customers other than normal vehicle acquisition costs. These beliefs are related more to the number of vehicles we can provide that to our ability to convert these companies to use our services.

 

EXPAND OUR OPERATION IN GIBRALTAR.

 

MARKETING COSTS: $650 per month plus staff costs

 

24% of our entire fleet is driven by customers working in the tax free haven of Gibraltar (on the south western tip of Spain). Gibraltar is home for many off shore gaming companies employing foreigners on a temporary basis. We believe we can increase our client base here by a minimum of 200%; however, there is no guarantee that we will be able to increase our client base by a minimum of 200%.

 

We intend to increase our client base in Gibraltar by:

 

  1) Employing the services of an independent sales company to sell our service directly to these potential clients.
     
  2) Collaborating with the companies directly to introduce our services as part of a “welcome package” to new arrivals to ensure their arrival in new country is a more relaxed process.

 

7
 

 

DURING THE SECOND QUARTER OF 2015, WE INTEND TO:

 

SPAIN

 

IMPROVE EXISTING PREMISES.

 

COSTS: $2,000

 

To help maximize efficiency, we intend to improve our existing premises with the addition of wheel and chassis alignment equipment.

 

BEGIN NEGOTIATIONS FOR THE 2015/2016 FLEET OF VEHICLES.

 

Once peak holiday season is finished, new or nearly new vehicles offers are extremely attractive. We intend to have our initial batch of vehicles for the first and second quarter of 2016, sourced and assigned for delivery before the end of the second Quarter 2015.

 

Cautionary Forward - Looking Statement

 

The following discussion and analysis of the results of operations and financial condition of Arrow Cars International Inc. should be read in conjunction with the unaudited financial statements, and the related notes. References to “we,” “our,” or “us” in this section refers to the Company and its subsidiaries. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions.. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

 

Certain matters discussed herein may contain forward-looking statements that are subject to risks and uncertainties. Such risks and uncertainties include, but are not limited to, the following:

 

  the volatile and competitive nature of our industry,
     
  the uncertainties surrounding the rapidly evolving markets in which we compete,
     
  the uncertainties surrounding technological change of the industry,
     
  our dependence on its intellectual property rights,
     
  the success of marketing efforts by third parties,
     
  the changing demands of customers and
     
  the arrangements with present and future customers and third parties.

 

Should one or more of these risks or uncertainties materialize or should any of the underlying assumptions prove incorrect, actual results of current and future operations may vary materially from those anticipated.

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk.

 

Not applicable.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934) were effective.

 

8
 

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

 

  (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
     
  (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and
     
  (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

As of March 31, 2014, we carried out an evaluation required by Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”) under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

 

Based upon such evaluation, such person concluded that as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level because, due to financial constraints, the Company does not maintain a sufficient complement of personnel with an appropriate level of technical accounting knowledge, experience and training in the application of generally accepted accounting principles commensurate with our financial accounting and reporting requirements. In the event that we may receive sufficient funds for internal operational purposes, we plan to retain the services of additional internal management staff to provide assistance to our current management with the monitoring and maintenance of our internal controls and procedures.

 

Changes in internal control over financial reporting.

 

We did not change our internal control over financial reporting during our last fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

9
 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us, except as follows:

 

Arrow Cars SL previously contracted with Peter Stuart Rogers for him to provide certain services to Arrow Cars SL. On November 10, 2010, Arrow Cars SL unilaterally cancelled the contract with Mr. Rogers. In December, Mr. Rogers then filed an arbitration action against Arrow Cars SL claiming damages for the cancellation of the contract. The arbitration action was filed before the Arbitration & Settlement Office (“CMAC”), file numbers 12627/2010 and 12625/2010. The arbitration case was closed without agreement. As a consequence, Mr. Rogers filed a claim against Arrow Cars SL in the Malaga Employment Courts, with the same numbers. Prior to appearing in court, Arrow Cars SL and Mr. Rogers agreed privately that Arrow Cars SL would pay 18,500 Euros (U.S. $24,420) to Mr. Rogers, which has been paid. In addition, in the event Arrow Cars SL successfully raises 4 million Euros (U.S. $5,000,000) in a public offering in the United States, Arrow Cars SL will be obligated to pay an additional 100,000 Euros ($125,000) to Mr. Rogers, one half of which amount will have to be paid within 16 weeks after the Company receives $5,000,000 in the proceeds of such public offering. The balance of 50,000 Euros will be payable to Mr. Rogers one year later.

 

The Company believes that if it, in fact, raises the $5,000,000 pursuant to its initial public offering, then it will owe 100,000 Euros (equivalent U.S. Dollars according to the exchange rate at the time such payments are due). In the event the Company is unsuccessful in raising the $5,000,000 pursuant to such initial public offering, the Company will not owe Mr. Rogers any additional money pursuant to the arbitration proceeding.

 

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.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

10
 

 

Item 6. Exhibits.

 

See Exhibit Index below for exhibits required by Item 601 of regulation S-K.

 

EXHIBIT INDEX

 

List of Exhibits attached or incorporated by reference pursuant to Item 601 of Regulation S-K:

 

Exhibit Description
     
31.1*   Certification under Section 302 of Sarbanes-Oxley Act of 2002
     
31.2*   Certification under Section 302 of Sarbanes-Oxley Act of 2002
     
32.1*   Certification under Section 906 of Sarbanes-Oxley Act of 2002
     

32.2*

 

Certification under Section 906 of Sarbanes-Oxley Act of 2002

     
101.INS   XBRL Instance Document**
101.SCH   XBRL Taxonomy Extension Schema Document**
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB   XBRL Taxonomy Extension Label Linkbase Document**
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document**

 

* Filed herewith.

 

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.

 

11
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

  ARROW CARS INTERNATIONAL INC.

 

Date: October 16, 2014 /s/ Jeremy D. Harris
  Jeremy D. Harris
  President and Chief Executive Officer
  (Principal Executive Officer)

  

Date: October 16, 2014 /s/ Sergio Perez Conejo
  Sergio Perez Conejo
  Chief Financial Officer
  (Principal Accounting and Financial Officer)

 

12