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 September 30, 2014
[  ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to__________
Commission File Number: 000-54434

 

Oxford City Football Club, Inc.

(Exact name of registrant as specified in its charter)

 

Florida	05-0554762
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

 

10 Fairway Drive, Suite 302, Deerfield Beach, FL 33441

(Address of principal executive offices)

 

617.501.6766

(Registrant’s telephone number)

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

 

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 [X] Yes [ ] 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). [X] Yes [ ] 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.

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 15,878,107 as of November 5, 2014.

 

TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4:	Controls and Procedures	8
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	9
Item 1A:	Risk Factors	9
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3:	Defaults Upon Senior Securities	9
Item 4:	Mine Safety Disclosures	9
Item 5:	Other Information	9
Item 6:	Exhibits

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:

 

F-1	Consolidated Balance Sheets as of September 30, 2014 and June 30, 2014 (unaudited);
F-2	Consolidated Statements of Operations for the three months ended September 30, 2014 and 2013 (unaudited);
F-3	Consolidated Statements of Cash Flows for the three months ended September 30, 2014 and 2013 (unaudited);
F-4	Notes to Consolidated Financial Statements (unaudited).

 

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended September 30, 2014 are not necessarily indicative of the results that can be expected for the full year.

OXFORD CITY FOOTBALL CLUB, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited) 

 

	September 30, 2014				June 30, 2014
ASSETS
Current assets:
Cash	$	603,350			$	1,259,359
Accounts receivable		12,413				21,395
Due from Academy of Healing Art, Message and Facial Skin Care, Inc.		—				62,895
Inventory		10,555				10,217
Prepaid expenses		67,820				77,432
Investment in WENR, Corp.		10,000				10,000
Investment in joint venture		100,000				—
Total current assets		804,138				1,441,298
Property and equipment, net		76,040				959,361
Oxford City Basketball League membership, net		—				8,437
Premier Arena Soccer League membership deposit		10,000				10,000
Investment in Oxford City FC of Texas, LLC		25,000				—
Investment in ANJO of SkyLake, Inc.		135,209				—
Online course development		100,000				100,000
Total assets	$	1,150,387			$	2,519,096
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	138,836			$	366,401
Officer compensation payable		4,801,337				3,454,837
Loan payable		33,943				35,592
Due to related parties		209,153				219,316
Long-term debt, current portion		—				16,450
Total current liabilities		5,183,269				4,092,596
Long-term debt, net of current portion		—				716,308
Stockholders' deficit:
Preferred stock: $0.0001 par value; authorized 40,000,000 shares; issued and outstanding: 0 and 0, respectively		—				—
Series A Convertible Preferred Stock: $0.0001 par value; designated 10,000,000 shares; issued and outstanding: 2,500 and 2,500, respectively		—				—
Series B Convertible Preferred Stock: $0.0001 par value; designated 5,000,000 shares; issued and outstanding: 84,000 and 84,000, respectively		8				8
Common stock: $0.0001 par value; authorized 500,000,000 shares; issued and outstanding:  15,669,399 and 15,246,734, respectively		1,569				1,526
Additional paid-in capital		10,159,545				9,764,593
Stock payable		403,141				564,591
Treasury Stock		(1,338	)			(1,338	)
Accumulated other comprehensive loss		(80,306	)			(87,522	)
Accumulated deficit		(13,787,916	)			(11,924,623	)
Total stockholders' deficit		(3,305,297	)			(1,682,765	)
Non-controlling interest		(727,585	)			(607,043	)
Total shareholders' deficit		(4,032,882	)			(2,289,808	)
Total liabilities and stockholders' deficit	$	1,150,387			$	2,519,096

 

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

OXFORD CITY FOOTBALL CLUB, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 

	For the three months ended September 30, 2014				For the three months ended September 30, 2013
Sales	$	122,777			$	105,756
Cost of sales		14,757				12,318
Gross profit		108,020				93,438
Operating expenses:
General and administrative		341,063				134,292
Amortization		8,437				118,913
Depreciation		3,127				2,132
Salaries and wages		38,155				29,048
Software development		—				887
Officer compensation		1,511,500				741,000
Professional fees		76,628				47,662
Total operating expenses		1,978,910				1,073,934
Other income (loss):
Gain on measurement of equity method investment in Oxford City FC (Trading) Limited		—				10,600
		—				10,600
Loss before income taxes		(1,870,890	)			(969,896	)
Provision for income taxes		—				—
Net loss		(1,870,890	)			(969,896	)
Net loss attributable to non-controlling interest		7,597				48,774
Net loss attributable to Oxford City Football Club, Inc.		(1,863,293	)			(921,122	)
Other comprehensive income (loss)
Foreign exchange translation adjustment		7,216				(26,749	)
Comprehensive loss	$	(1,856,077	)		$	(947,871	)
Basic loss per common share	$	(0.12	)		$	(2.28	)
Basic weighted average common shares outstanding		15,558,898				404,251

 

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

OXFORD CITY FOOTBALL CLUB, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 

	For the three months ended September 30, 2014				For the three months ended September 30, 2013
Cash flows from operating activities:
Net loss	$	(1,870,890	)		$	(969,896	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		3,127				2,132
Amortization		8,437				118,913
Gain on sale of equity investment		—				(10,600	)
Foreign exchange adjustment						(26,749	)
Changes in operating assets and liabilities:
Decrease in accounts receivable		(1,666	)			14,303
Decrease in advances due from Academy of Healing Art, Message and Facial Skin Care, Inc.		74,040				—
Increase in inventory		(835	)			(3,043	)
Increase (decrease) in prepaid expense		9,612				(7,209	)
Increase in officer compensation payable		1,346,500				719,343
Decrease in accounts payable and accrued liabilities		(201,797	)			(202,131	)
Decrease in deferred revenue		—				(2,500	)
Decrease in due to related parties		(2,400	)			—
Net cash used in operating activities		(635,872	)			(367,437	)
Cash flows from investing activities:
Purchase of fixed assets		(5,249	)			—
Investment in Oxford City FC of Texas, LLC		(25,000	)			—
Investment in joint venture		(100,000	)			—
Investment in Oxford City Football Club (Trading) Limited		—				—
Cash received from acquisition of Oxford City Football Club (Trading) Limited and Anjo of SkyLake, Inc.		—				135,127
Payments to non-controlling interest		(116,201	)			—
Net cash provided by (used in) investing activities		(246,450	)			135,127
Cash flows from financing activities:
Proceeds from issuance of stock		233,546				282,500
Purchase of treasury stock		—				27,387
Advance by related party		—				(15,843	)
Net cash provided by financing activities		233,546				294,044
Foreign exchange gain (loss)		(7,233	)			—
Net change in cash		(656,009	)			61,734
Cash, beginning of period		1,259,359				5,089
Cash, end of period	$	603,350			$	66,823
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	—			$	—
Cash paid for taxes	$	—			$	—
Non-cash investing and financing activities:
Derecognition of long-term debt	$	732,758			$	—
Stock issued for accounts payable	$	—			$	1,042,620
Stock issued for due to related parties	$	—			$	857,500

 

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

OXFORD CITY FOOTBALL CLUB, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1.

DESCRIPTION OF BUSINESS AND HISTORY

 

Description of business – Oxford City Football Club, Inc. (the "Company" or "Oxford City") is engaged in a vertically integrated growth strategy across a spectrum of sectors which includes professional sports teams, academic institutions, media and entertainment and real estate and property management. Oxford City has been a publicly listed company since 2009 and was incorporated in 2003.

 

At July 1, 2013, the Company ceased to be a development stage company as its principal planned operations of operating the Oxford City Football Club, commenced.

 

Effective July 1, 2013, all the stockholders and directors of Oxford City Football Club (Trading) Limited entered into a Voting Agreement whereby the Company, a 49% shareholder, has the right to appoint four Board members, Guerriero, LLC, a company which our CEO and director is the sole member and 1% shareholder of the Company, has the right to appoint one Board member and Oxford City Youth Football Club Limited, a 50% shareholder, has the right to appoint five Board members. Guerriero, LLC has agreed to appoint a Board Member as directed by the Company. In the case of all and any ties in voting of the Board of Directors, the Directors have agreed to give the Managing Director of the Company the authority to be the deciding vote. As a result of the Voting Agreement, the Company controls greater than 50% of the votes on the Board of Directors of Oxford City Football Club (Trading) Limited. In accordance with ASC 810, the Company on July 1, 2013 includes the accounts of Oxford City Football Club (Trading) Limited in its consolidated financial statements.

 

All activities of the Company to December 31, 2012 relate to its organization, share issuances for services and cash and the development of software platforms for e-commerce trade. Commencing on October 1, 2012, the Company started to implement its WMX Executive Training Program Strategic Action Plan. In order to facilitate the Strategic Action Plan, WMX has incorporated three wholly owned subsidiaries; CIT Cambridge Institute of Technology Christian University, Inc., WMX Wealth Advisors, LLC and WMX Insurance Group, Inc. On April 29, 2013, the Company acquired 100% of Oxford City Football Club, LLC, a commonly controlled entity that is owned by the Company’s CEO and Director, Mr. Thomas Guerriero, in a Share Exchange Agreement. Oxford City Football Club, LLC has a 49% equity method investment in Oxford City Football Club (Trading) Limited which operates the Oxford City Football Club located in the City of Oxford, England.

 

On June 20, 2012, the Board of Directors approved a change in fiscal year from December 31 to June 30.

 

On April 30, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WMX Group, Inc., a Nevada corporation ("WMX Private Co."), and SKGI Acquisition Corp., Nevada corporation, and a wholly-owned subsidiary of the Company (“Acquisition Sub”), pursuant to which Acquisition Sub merged with and into WMX Private Co. (the “Merger”) with the filing of the Articles of Merger with the Nevada Secretary of State on May 1, 2012 and became a wholly-owned subsidiary of the Company. In accordance with the terms of the Merger Agreement, at the closing an aggregate of 26,346 shares of the Company’s common stock was issued to the holders of WMX Private Co.’s common stock in exchange for their shares of WMX Private Co. WMX Private Co. was incorporated on January 18, 2011 in the Province of New Brunswick, Canada as World Mercantile Exchange, Ltd. and subsequently changed its name to WMX, Group, Inc. and re-domiciled to the State of Nevada.

The Merger has been accounted for as a reverse acquisition transaction for accounting purposes as WMX Private Co. was deemed to be the acquirer, and thus, these consolidated financial statements are the historical financial information and operating results of WMX Private Co. The carrying amounts of the Company’s assets and liabilities prior to the Merger (Smart Kids Group, Inc.) are included in these consolidated financial statements.

 

Oxford City Football Club, Inc. (formerly WMX Group Holdings, Inc.), (the "Company" or "Oxford City") was incorporated on February 11, 2003 in the State of Florida as Smart Kids Group, Inc. On June 11, 2012, the Company changed its name from Smart Kids Group, Inc. to WMX Holdings Group, Inc. and on July 8, 2013, the Company changed its name from WMX Holdings Group, Inc. to Oxford City Football Club, Inc. 

OXFORD CITY FOOTBALL CLUB, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

2.

BASIS OF PREPARATION

 

Pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q, the consolidated financial statements, footnote disclosures and other information normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The consolidated financial statements contained in this report are unaudited but, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the consolidated financial statements. All significant inter-company accounts and transactions have been eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of results for the full year. The consolidated balance sheet at June 30, 2014 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The information included in this Form 10-Q should be read in conjunction with the Company’s annual report filed on Form 10-K for the year ended June 30, 2014.

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Management reviews these estimates and assumptions on an ongoing basis using currently available information. Actual results could differ from those estimates.

 

Consolidation – The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company balances and transactions have been eliminated. The Company and its subsidiaries will be collectively referred to herein as the “Company”.

 

Investments - Investments in unconsolidated affiliates over which we exercise significant influence, but do not control, including joint ventures, are accounted for using the equity method. Investments in unconsolidated affiliates over which we are not able to exercise significant influence are accounted for under the cost method.

  

Use of estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.

 

Cash and cash equivalents – Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds. The carrying value of those investments approximates fair value.

 

Revenue Recognition – Revenue is only recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the price to the buyer is fixed or determinable, and (4) collectability is reasonably assured. Executive Training Program revenue is recognized as the services are performed.

 

We recognize revenue from the following sources:

i)      Executive Training Program revenue is recognized when the services are performed.

ii)    Hourly rental of facilities is recognized when the rental occurs.

iii)   Admission to sporting events is recognized when the event occurs.

iv)   Food and beverages revenue is recognized at the time of sale.

v)    Sponsorship revenue is recognized ratably over the period of the agreement.

OXFORD CITY FOOTBALL CLUB, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

2.

BASIS OF PREPARATION (CONTINUED)

 

Foreign Currency Translation - The Company determined the functional currency for Oxford City Football Club, Inc. and all its subsidiaries to be the U.S. dollar and, accordingly, our financial information is translated into U.S. dollars using exchange rates in effect at period-end. The income statement is translated at the average year-to-date exchange rate. Adjustments resulting from translation of foreign currency are included as a component of other comprehensive income within stockholders' deficit.

 

Impairment of Long-lived Assets - The carrying value of long-lived assets is evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable from the estimated undiscounted future cash flows expected to result from its use and eventual disposition. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment is measured as the amount by which the carrying amount of the assets exceeds the fair value as estimated by discounted cash flows. No impairment was recognized during the three months ended September 30, 2014.

 

Earnings (loss) per share – Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented.

 

Stock-based compensation – The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

 

Fair value of financial instruments - The Company's financial instruments consist of cash, accounts payable, accrued liabilities, advances, notes payable, and a loan payable. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

Advances to Academy of Healing Art, Message and Facial Skin Care, Inc. are non-interest bearing, unsecured and have no specific terms of repayment.

 

Concentration of credit risk – Financial instruments that potentially expose the Company to significant concentrations of credit risk consist principally of cash. The Company places its cash with financial institutions with high-credit ratings.

 

Recent Accounting Pronouncements – In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360)." ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

OXFORD CITY FOOTBALL CLUB, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

3.

GOING CONCERN

 

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. The Company has incurred losses since inception and has a cumulative retained deficit of $13,787,916 as of September 30, 2014. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. In order to mitigate the risk related with this uncertainty, the Company plans to issue additional shares of common stock for cash and services during the next 12 months.

 

4.

DUE FROM ACADEMY OF HEALING ART, MESSAGE AND FACIAL SKIN CARE, INC.

 

Advances to Academy of Healing Art, Message and Facial Skin Care, Inc. (“Academy of Palm Beach”) are non-interest bearing, unsecured and have no specific terms of repayment. Advances outstanding are $0 and $62,895 at September 30, 2014 and June 30, 2014, respectively. The advance due to the Company at June 30, 2014 was paid in cash. Academy of Palm Beach is the holdover tenant referred to in Note 6.

 

5.

INVESTMENT IN JOINT VENTURE

 

On July 10, 2014, the Company entered into a Joint Venture Agreement with Z-Square Technology, LLC (“Z-Square”) for the purpose of the development of technology of a single project. The Company is to provide funding of the project and Z-Square will provide the actual creation, development, and management of all technology. The contributions from each of the Joint Ventures (i) Company - $100,000 (ii) Z-Square - $0. Upon completion of the project, the Joint Venture will distribute the original capital invested of $100,000 plus $15,000 for a total of an $115,000 the Joint Venture ended in accordance with the terms of the agreement.,

 

6.

INVESTMENT IN ANJO OF SKYLAKE, INC.

 

On May 27, 2014, the Company closed on the purchase of 100% of the outstanding common stock of Anjo of SkyLake, Inc. (“Anjo”). Anjo owns a commercial building located at 3141 S Military Trail, Lake Worth, Florida. In addition, on closing Anjo held net financial assets (liabilities) of $22,360 and a $743,600 mortgage was secured by the building. In consideration for the common stock of Anjo, the Company paid $149,079 in cash. A selling shareholder is also the shareholder of Academy of Palm Beach which is a holdover tenant in the commercial building.

 

In eviction proceedings brought forward by Anjo against Academy of Palm Beach, the selling shareholders are now disputing whether the closing actually took place and have called into question the ownership of Anjo common stock. Accordingly, the Company derecognized related assets and liabilities. The investment in Anjo is recorded at carrying value commencing July 1, 2014. The Company is fully asserting its rights under the stock purchase agreement and believes there are sufficient assets available to recover its investment.

 

Assets and Liabilities the Company has deconsolidated as of July 1, 2014

 

Current assets
Accounts receivable	$	10,076
Non-current assets
Property and equipment		883,086
Current liabilities
Accounts payable and accrued liabilities		(16,450	)
Non-current liabilities
Long-term debt		(732,758	)
Net assets deconsolidated at July 1, 2014		143,954
Net recoveries during the three months ended September 30, 2014		(8,745	)
Carrying value of Investment in SkyLake, Inc.  at September 30, 2014	$	135,209

 

The results of Company reported in the Consolidated Statement of Operations for the year ended June 30, 2014 includes a loss from the operations of Anjo of SkyLake, Inc. of $19,585 for the period from May 27, 2014 to June 30, 2014.

OXFORD CITY FOOTBALL CLUB, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

7.

INTANGIBLE ASSETS

 

Oxford City Football Club trade name was acquired on July 1, 2013 for $475,651. The trade name is amortized on a straight-line basis over 12 months. The trade name of $0 (intangible assets of $475,651 less accumulated amortization of $475,651) and $0 are recorded on the consolidated balance sheet at September 30, 2014 and June 30, 2014, respectively.

 

Oxford City Basketball League membership was acquired on October 1, 2013 for $33,750. The Company acquired the Oxford City Basketball League membership from Oxford City Basketball Club, Inc., a commonly controlled entity that is owned by Thomas Guerriero, the Company’s Chief Executive Officer and sole director, in exchange for 80,000 shares of Series B Convertible Preferred Stock. As the Company and Oxford City Basketball Club, Inc., prior to the exchange, was under the control of Thomas Guerriero, the membership was valued at its carrying value of $33,750. As of September 30, 2014, the Company recorded a total of $8,437 in amortization expense with a net intangible asset of $0.

 

On April 22, 2014, the Company paid a $10,000 deposit to reserved the home territories of Sioux Falls, South Dakota and Boca Raton/Detray Beach, Florida in the Premier Arena Soccer League. An additional $20,000 per team is due in the season which begins play. The deposits expires on April 2, 2016.

 

On February 14, 2014, the Company entered into a contract with AlvaEDU, Inc. to develop online courses in sports management and financial and economics for undergraduate and graduate degree curriculum. On April 28, 2014, the Company made a $100,000 contribution towards the development of these online courses.

 

On July 15, 2014, the Company paid $25,000 to acquire the franchise rights for the Oxford City FC of Texas.

 

8.

STOCKHOLDERS’ EQUITY

 

Preferred Stock – The Company is authorized to issue 40,000,000 shares of $.0001 par value preferred stock. The Company has designated 10,000,000 shares of preferred stock as Series A Convertible Preferred Stock. As of September 30, 2014 and June 30, 2013, 2,500 and 2,500 Series A Convertible Preferred Stock are issued and outstanding, respectively.

 

The Company has designated 5,000,000 shares of preferred stock as Series B Convertible Preferred Stock. As of September 30, 2014 and June 30, 2013, 84,000 and 0 Series B Convertible Preferred Stock are issued and outstanding, respectively.

 

Series A Convertible Preferred Stock have the right to cast one hundred (100) votes for each share held of record on all matters submitted to a vote of holders of the Corporation’s common stock and provides that any one (1) share of Series A Convertible Preferred Stock are convertible into one hundred (100) shares of the Corporation’s common stock, par value $.0001 per share.

 

Series B Convertible Preferred Stock are entitled to vote together with the holders of our Series A Preferred Stock and common stock on all matters submitted to shareholders. The total aggregate issued shares of Series B Convertible Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 2 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of any Preferred Stock which are issued and outstanding at the time of voting.

 

Series B Convertible Preferred Stock shall have anti-dilution protection such that any issuance of Common Stock or other financial instruments shall result in an equal number of shares to be issued to the Series B Convertible Preferred Stock shareholders on a pro-rated basis to the number of shares then outstanding. If anti-dilution protection ends for whatever reason, then Holders of Series B Convertible Preferred Stock are entitled to dividends at the rate of 6% per annum. On September 30, 2014 and June 30, 2014, the Series B Convertible Preferred Stock holders are due 13,953,782 and 13,501,117 shares of common stock of the Company, respectively, for anti-dilution protection.

OXFORD CITY FOOTBALL CLUB, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

8.

STOCKHOLDERS’ EQUITY (CONTINUED)

 

Series B Convertible Preferred Stock have a preference in any liquidation, dissolution or winding up of the company in an amount equal to $4 per share, plus any declared but unpaid dividends, and may, at any time after 18 months, have rights to convert each share of Series B Convertible Preferred Stock into three hundred (300) shares of common stock.

 

Common Stock - The Company is authorized to issue 500,000,000 shares of $.0001 par value common stock. As of September 30, 2014 and June 30, 2014, 15,669,399 and 15,246,734 shares were issued and outstanding, respectively.

 

From July 1, 2014 to September 30, 2014, the Company received $110,995 in cash in exchange for 110,995 shares of common stock ($1.00 per share) and received $5,000 in cash for 2,000 shares of common stock ($2.50 per share).

 

From July 1, 2014 to September 30, 2014, the Company issued 309,670 shares of common stock to satisfy obligations under share subscription agreements for $279,000.

 

Stock Payable

 

From July 1, 2014 to September 30, 2014, the Company received $117,550 in cash in exchange for a common stock payable of 113,050 shares of common stock ($1.00 per share).

 

Treasury Stock

 

As of September 30, 2014 and June 30, 2014, the Company has a treasury stock balance of $1,338. 

 

9.

RELATED PARTY TRANSACTIONS

 

At September 30, 2014 and June 30, 2014, $209,153 and $219,316, respectively, is due to the managing director of the Oxford City Football Club (Trading) Limited, a subsidiary of the Company. The advances are non-interest bearing, unsecured and due on demand.

 

Employment – On December 1, 2012, the Company executed a consulting agreement (the “Agreement”) with GCE Wealth, Inc. (“GCE”), a company controlled by our CEO, Mr. Thomas Guerriero. Pursuant to the terms and conditions of the Agreement, among other things GCE will act as our consultant through December 2015 and GCE will receive $950 per hour for services rendered. The total expense related to this agreement was $1,511,500 and $741,000 for the three months ended September 30, 2014 and 2013, respectively.

 

As of September 30, 2014 and June 30, 2014, $4,801,337 and $3,454,837 of total officer compensation was unpaid and recorded as payable, respectively.

 

On December 1, 2013, the Company executed a consulting agreement (the “Agreement”) with Dorset Solutions Inc., and its representative Philip Clark. Pursuant to the terms and conditions of the Agreement, among other things Philip Clark will act as a Chief Financial Officer through November 30, 2014 and will receive $3,000 per month for services rendered. The total expense related to this agreement was $9,000 and $0 for the three months ended September 30, 2014 and 2013, respectively. As of September 30, 2014 and June 30, 2014, $0 of total compensation was unpaid and recorded as payable.

 

10.

SUBSEQUENT EVENTS

 

Common Stock

From October 1, 2014 to November 5, 2014, the Company issued 208,708 shares of common stock to satisfy obligations under share subscription agreements for $120,000.

 

Stock Payable

From October 1, 2014 to November 5, 2014 the Company received $118,000 in cash in exchange for a common stock payable of 276,444 shares of common stock.

 

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

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

Company Overview

 

Oxford City Football Club, Inc., a Florida corporation (the “Company”, “Oxford City” or “OXFC”), is an international diversified holding company, which serves as the controlling owner of Oxford City Football Club (Trading) Limited, (the "Oxford City FC" or "Club") located in Oxford, England which owns the Oxford City Football Club and manages Oxford City Stadium, the Club’s home stadium. The Club also manages Oxford City 3G Training Facility. References to the "Company," including the financial information included or incorporated by reference in this Annual Report, refer to OXFC and the Club, unless the context requires otherwise.

 

The Company owns five (5) professional sports teams that are currently active and the rights to two (2) other expansion teams.

 

1)

Oxford City FC is a professional outdoor soccer team, which competes in the “Conference North” of the English Football Association under the name Oxford City Football Club. The team has been in existence for 132 years, being established in 1882. The Conference North, and its member clubs, are collectively able to compete for the prestigious English FA Cup, competing against some of the best English teams in the world for this championship trophy.

 

2)

Oxford City Nomads is the Company’s 2nd professional outdoor soccer team, which competes in the “Hellenic Premier League” of the English Football Association under the name Oxford City Nomads. The Hellenic Premier League, and its member clubs, are collectively able to compete for the prestigious English FA Vase, competing against some of the best English teams in the lower steps for this championship trophy.

 

3)

Oxford City Futsal is the Company’s 1st professional indoor soccer team, which competes in the “Hellenic Premier League” of the English Football Association under the name Oxford City Futsal. The Premier League, and its member clubs, are collectively able to compete for the prestigious English FA Cup for Futsal, competing against some the best English Futsal teams for this championship trophy.

 

4)

Oxford City FC of Texas is the Company’s 2nd professional indoor soccer team was purchased in July 2014 and competes in the “MASL” of the Major Arena Soccer League in the United States under the name Oxford City FC of Texas. The MASL and its member clubs are collectively able to compete for the prestigious MASL Cup, competing against the best American teams for this championship trophy.

 

5)

Oxford City FC Basketball is the Company’s professional basketball team, which competes in the “EBL” of the English Basketball League under the name Oxford City Basketball. The EBL and its member clubs are collectively able to compete for the prestigious EBL Championship, competing against the best English Basketball teams for this championship trophy.

 

The Company has reserved the rights to the home territories of Sioux Falls, South Dakota and Boca Raton/Detray Beach, Florida in the Premier Arena Soccer League.

 

The Company owns and operates the Oxford City Broadcasting, which broadcasts Oxford City content online around the world. In the past, Oxford City Broadcasting has purchased airtime on 740AM in South Florida through Beasley Broadcasting to broadcast content on terrestrial radio. At this time, Oxford City Broadcasting plans to only broadcast online as the Company believes that the internet is the best vehicle to reach listeners around the world.

 

The Company owns CIT University. CIT University has just completed the preparation of content for its’ first degree program, the Masters Degree in Sports Management. CIT University expects to partner with a regionally accredited institution to deliver the degree program globally online.

 

The Company is a Florida corporation incorporated in 2003. The Company's principal executive offices are located at 10 Fairway Drive, Suite 302, Deerfield Beach, FL 33441, and its telephone number is (866) 776-8674.

 

Results of operations for the three months ended September 30, 2014 and 2013

 

Our operating results for the three months ended September 30, 2014 and 2013 are summarized as follows:

 

	Three Months Ended September 30, 2014				Three Months Ended September 30, 2013
Revenue	$	122,777			$	105,756
Cost of sales		(14,757	)			(12,318	)
Gross profit		108,020				93,438
Operating Expenses		(1,978,910	)			(1,073,934	)
Gain on re-measurement of equity		—				10,600
Net Loss		(1,870,890	)			(969,896	)
Net income (loss) attributed to non-controlling interest		7,597				48,774
Net Loss attributable to Oxford City Football Club, Inc.	$	(1,863,293	)		$	(921,122	)

Revenues

 

Our sales revenue increased by $17,021 for the three months ended September 30, 2014, as compared with the three months ended September 30, 2013. The increase in revenue is primarily due to the acquisition of Oxford City Football Club, Inc. on July 1, 2013. From our operations of the Oxford City Football Club we earn revenues from gate receipts, concessions, advertising, sponsorship and grants.

 

We recognize revenue from the following sources:

i)      Executive Training Program revenue is recognized when the services are performed.

ii)     Hourly rental of facilities is recognized when the rental occurs.

iii)   Admission to sporting events is recognized when the event occurs.

iv)    Food and beverages revenue is recognized at the time of sale.

v)     Sponsorship revenue is recognized ratably over the period of the agreement.

Cost of Sales

 

Our cost of sales increased by $2,439 for the three months ended September 30, 2014, as compared with the three months ended September 30, 2013. The increase is due to the purchase of food, drinks and goods for our concessions as a result of the consolidation of Oxford City Football Club.

 

Operating Expenses

 

Our expenses for the three months ended September 30, 2014 and 2013 are outlined in the table below:

 

	Three Months Ended September 30, 2014				Three Months Ended September 30, 2013
General and administrative	$	341,063			$	134,292
Amortization		8,437				118,913
Depreciation		3,127				2,132
Salaries and wages		38,155				29,048
Software development		—				887
Officer compensation		1,511,500				741,000
Professional fees		76,628				47,662
Total	$	1,978,910			$	1,073,934

 

Our operating expenses increased by $904,976 for the three months ended September 30, 2014 as compared with the three months ended September 30, 2013. Our large increase in operating expenses is largely attributable to general and administrative, officer compensation, professional fees and salaries and wages.

 

1)

General and administrative expenses have increased due increases in promotion, rent, subcontractor, travel and player costs. Much of the increase in general and administrative expenses can be attributed to startup costs for Oxford City of Texas FC.

	2)	Amortization costs decreased as the Oxford City Football Club trade name was fully amortized at June 30, 2014.
	3)	Professional fees comprise audit and legal costs for SEC compliance and fees related to evaluating acquisitions.

We anticipate that we will incur approximately $90,000 for operating expenses, including, legal, accounting and audit expenses associated with our reporting requirements as a public company under the Exchange Act during the next twelve months.

 

Net Loss

 

As a result of an increase in operating costs and other expenses, our net loss for the three months ended September 30, 2014 was $1,870,890 compared to net loss of $969,896 for the three months ended September 30, 2013.

 

Liquidity and Capital Resources

 

Working Capital

 

	September 30, 2014				September 30, 2013
Current Assets	$	804,138			$	1,441,298
Current Liabilities	$	5,183,269			$	4,092,596
Working Capital (Deficit)	$	(4,379,131	)		$	(2,651,298	)

 

Cash Flows

 

	Three months Ended September 30, 2014				Three months Ended September 30, 2013
Cash used in Operating Activities	$	(635,872	)		$	(367,437	)
Cash provided by (used in) Investing Activities	$	(246,450	)		$	135,127
Cash provided by Financing Activities	$	233,546			$	294,044
Foreign exchange gain (loss)	$	(7,233	)			—
Increase (Decrease) in Cash	$	(656,009	)		$	61,734

 

 

Cash Used In Operating Activities

 

Our net loss for the three months ended September 30, 2014 was the main contributing factor for our negative operating cash flow, offset mainly by the amortization of $8,437, decrease of advances due from Academy of Healing Art, Message and Facial Skin Care, Inc. of $74,040 and increase in officer compensation payable of $1,346,500.

 

Cash from Investing Activities

 

We used $246,450 in cash for the three months ended September 30, 2014 for investment activities. Significant investing activities includes $25,000 for the purchase of the Oxford City FC of Texas franchise, $100,000 investment in a joint venture project and $116,201 of payments to a non-controlling interest.

 

Cash from Financing Activities

 

We generated $233,546 in cash from the issuance of common stock during the three months ended September 30, 2014.

 

As of September 30, 2014, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 

Off Balance Sheet Arrangements

 

As of September 30, 2014, there were no off balance sheet arrangements.

 

Going Concern

 

The accompanying 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. We have incurred losses since inception and have a cumulative retained deficit of $13,787,916 as of September 30, 2014. We require capital for our contemplated operational and marketing activities. Our ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations. The ability to successfully resolve these factors raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

In order to mitigate the risk related with this uncertainty, we plan to issue additional shares of common stock for cash and services during the next 12 months.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

 

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending June 30, 2015, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2014 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

On October 7, 2014, Oxford City Football Club Inc.'s wholly owned subsidiary, Anjo of Skyline, Inc. (“Landlord”), filed a complaint in the County Court for Palm Beach County, Florida, to evict a holdover tenant, Academy of Palm Beach (“Tenant”), and we have requested past due rent, legal costs, and damages. These and other matters are scheduled for a hearing before the court on November 6th, 2014.

 

Item 1A: Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

 

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

 

We incurred the following stock transactions during this quarter and thereafter:

 

From July 1, 2014 to September 30, 2014, the Company received $110,995 in cash in exchange for 110,995 shares of common stock ($1.00 per share) and received $5,000 in cash for 2,000 shares of common stock ($2.50 per share).

 

From July 1, 2014 to September 30, 2014, the Company issued 309,670 shares of common stock to satisfy obligations under share subscription agreements for $279,000.

 

From October 1, 2014 to November 5, 2014, the Company issued 208,708 shares of common stock to satisfy obligations under share subscription agreements for $120,000.

 

From October 1, 2014 to November 5, 2014 the Company received $118,000 in cash in exchange for a common stock payable of 276,444 shares of common stock.

 

Unless otherwise indicated, these securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None 

 

Item 6. Exhibits

 

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 formatted in Extensible Business Reporting Language (XBRL).

**Provided herewith

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	OXFORD CITY FOOTBALL CLUB, INC.
Date:	November 14, 2014   By: /s/ Thomas Guerriero Thomas Guerriero Title: Chief Executive Officer and Director
Date:	November 14, 2014   By: /s/ Philip Clark Philip Clark Title: Chief Financial Officer