UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

(Mark One)

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

 

For the quarterly period ended September 30, 2014

 

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

 

For the transition period from ______________ to _____________

 

Commission file number 333-177792

 

SSTL, INC.

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

 

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

 

Susan Lokey, Chief Executive Officer

10508 Bailey Road, Suite 106

Cornelius, NC 28031

(Address of principal executive offices)

 

(404).918.3780

(Issuer’s telephone number)

 

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

 

Check whether the issues (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUES

 

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

 

There were 16,254,167 shares of the registrant’s common stock, $0.001 par value per share, outstanding on November 17, 2014.

 

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

 

Large Accredited filer o

Accelerated filer o

 

Non-accredited filer o

Smaller reporting company x

 

 

SSTL, Inc

 

TABLE OF CONTENTS

 

			Page
Part I – FINANCIAL INFORMATION
	Item 1.	Condensed Financial Statements:	1
		Condensed Balance Sheets at September 30, 2014 (unaudited) and December 31, 2013 (audited)	1
		Condensed Statements of Operations for the three and nine month periods ended September 30, 2014 and 2013, and for the period from November 10, 2010 (inception) through September 30, 2014 (unaudited)	2
		Condensed Statements of Cash Flows for the nine month periods ended September 30, 2014 and September 30, 2013, and for the period from November 10, 2010 (inception) through September 30, 2014 (unaudited)	3
		Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the period from November 10, 2010 (inception) through September 30, 2014 (unaudited)	4
		Notes to Condensed Financial Statements (unaudited)	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
	Item 4.	Controls and Procedures	16
Part II – OTHER INFORMATION
	Item 1.	Legal Proceedings	17
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
	Item 3.	Defaults Upon Senior Security	17
	Item 4.	Mine Safety Disclosures	17
	Item 5.	Other Information	17
	Item 6.	Exhibits	17
		Signatures	18

 

 

SSTL, Inc.

Financial Statements

(Unaudited)

 

 

TABLE OF CONTENTS

 

	Page
FINANCIAL STATEMENTS
Condensed Balance Sheets (unaudited)	1
Condensed Statements of Operations (unaudited)	2
Condensed Statements of Cash Flows (unaudited)	3
Condensed Statements of Changes in Stockholders’ Equity (Deficit) (unaudited)	4
Notes to Condensed (unaudited) Financial Statements	5

 

 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

 

SSTL, Inc.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

 

		September 30, 2014				December 31, 2013
		(Unaudited)				(Audited)
ASSETS
Current assets
Cash		$	11,999			$	44,055
Account receivable - related party			52,500				–
Prepaid legal fees			10,013				–
Total current assets			74,512				44,055
Fixed assets - net			40,000				65,415
Total Assets		$	114,512			$	109,470
LIABILITIES & STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable		$	798			$	9,537
Accrued expenses			10,013				900
Accrued interest payable - related party			14,954				402
Related party notes payable			200,000				200,000
Total current liabilties			225,765				210,839
Total Liabilities			225,765				210,839
Stockholders' Deficit
Preferred stock, $0.001 par value; 25,000,000 shares authorized; none issued and outstanding			–				–
Common stock, $0.001 par value; 100,000,000 shares authorized; 16,254,167 shares issued and outstanding			16,254				16,254
Additional paid in capital			419,496				419,496
Deficit accumulated during the development stage			(547,003	)			(537,119	)
Total Stockholders' Deficit			(111,253	)			(101,369	)
Total Liabilities and Stockholders' Deficit		$	114,512			$	109,470

 

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

 

 

SSTL, Inc.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

																		Period From
																		Nov. 10, 2010
																		(Inception)
		For the Three Months Ended								For the Nine Months Ended								To
		September 30, 2014				September 30, 2013				September 30, 2014				September 30, 2013				September 30, 2014
Revenues - Related Party		$	7,500			$	15,000			$	52,500			$	45,000			$	187,500
Operating expenses:
Amortization & depreciation			7,500				16,250				25,415				48,750				250,554
General and administrative			4,631				18,374				22,417				42,630				464,952
Total Operating Expenses			12,131				34,624				47,832				91,380				715,506
Income (loss) from Operations			(4,631	)			(19,624	)			4,668				(46,380	)			(528,006	)
Other income (expense):
Insurance income			–				–				–				–				19,076
Gain on sale of equipment			–				–				–				16,554				16,555
Interest expense - Related Party			(4,411	)			(4,813	)			(14,552	)			(14,439	)			(54,628	)
Total other income (expense)			(4,411	)			(4,813	)			(14,552	)			2,116				(18,997	)
Income (loss) before provision for income taxes			(9,042	)			(24,437	)			(9,884	)			(44,265	)			(547,003	)
Provision for income tax			–				–				–				–				–
Net income (loss)		$	(9,042	)		$	(24,437	)		$	(9,884	)		$	(44,265	)		$	(547,003	)
Net income (loss) per share
Basic and Fully Diluted		$	(0.00	)*		$	(0.00	)*		$	(0.00	)*		$	(0.00	)*
Weighted average number of shares -
Basic and Fully Diluted			16,254,167				16,254,167				16,254,167				16,254,167

 

* denotes a loss less than $(0.01) per share.

 

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

 

 

SSTL, Inc.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

										Period From
										Nov. 10, 2010
		For the Nine Months Ended								(Inception) To
		September 30,				September 30,				September 30,
		2014				2013				2014
Cash Flows From Operating Activities:
Net income (loss)		$	(9,884	)		$	(44,265	)		$	(547,003	)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Amortization & depreciation			25,415				48,750				250,554
Compensatory stock issuances			–				–				104,000
Gain on fixed asset sales			–				(16,555	)			(16,555	)
Movement in operating assets and liabilities:
Accounts receivable			(52,500	)			–				(52,500	)
Prepaid Legal Fees			(10,013	)			–				(10,013	)
Accrued expenses and accounts payables			(74	)			15,915				35,766
Net cash provided by (used for) operating activities			(47,056	)			3,845				(235,751	)
Cash Flows From Investing Activities:
Fixed assets - purchases			–				–				(25,000	)
Fixed assets - sales proceeds			–				41,000				41,000
Net cash provided by (used for) investing activities			–				41,000				16,000
Cash Flows From Financing Activities:
Note payable - borrowings			–				–				225,000
Note payable - payments			–				–				(50,000	)
Non-refundable advance for legal fees relating to Merger Agreement			15,000				–				15,000
Issuance of stock for cash			–				–				36,750
Paid in capital			–				–				5,000
Net cash provided by (used for) financing activities			15,000				–				231,750
Net Increase (Decrease) In Cash			(32,056	)			44,845				11,999
Cash At The Beginning Of The Period			44,055				5,234				–
Cash At The End Of The Period		$	11,999			$	50,079			$	11,999
Schedule Of Non-Cash Investing And Financing Activities
Common stock issued for assets		$	–			$	–			$	290,000
Supplemental Disclosure:
Cash paid for interest		$	–			$	–			$	39,673
Cash paid for income taxes		$	–			$	–			$	–

 

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

 

 

SSTL, Inc.

(A Development Stage Company)

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY ( DEFICIT)

(Unaudited)

 

																Deficit
																Accumulated
				Common								Additional				During The
		Issue		Stock				Amount				Paid in				Developmental				Shareholders
		Date		Shares				($.001 Par)				Capital				Stage				Deficit
Balances at (inception) November 10, 2010 – audited					–			$	–			$	–			$	–			$	–
Net income (loss) for the period					–				–				–				–				–
Shares issued for services		Nov-10			2,100,000				2,100				44,368				–				46,468
Balances at December 31, 2010 – audited					2,100,000				2,100				44,368				–				46,468
Shares issued for cash					100,000				100				1,000				–				1,000
Capital contributions - related party		Feb-11			–				–				5,000				–				5,000
Shares issued for assets		Feb-11			9,666,667				9,667				280,333				–				290,000
Shares issued for services		Feb-11			1,000,000				1,000				21,128				–				22,128
Shares issued for services		Aug-11			800,000				800				16,902				–				17,702
Shares issued for services		Sep-11			800,000				800				16,902				–				17,702
Shares issued for cash		Jul-11			1,025,000				1,025				19,475				–				20,500
Shares issued for cash		Aug-11			125,000				125				2,375				–				2,500
Shares issued for cash		Sep-11			575,000				575				10,925				–				11,500
Shares issued for cash		Oct-11			62,500				63				1,188				–				1,251
Net income (loss) for the year					–				–				–				(312,952	)			(312,952	)
Balances at December 31, 2011 – audited					16,254,167				16,254				419,596				(312,952	)			122,798
Net income (loss) for the year					–				–				–				(156,347	)			(156,347	)
Balances at December 31, 2012 – audited					16,254,167				16,254				419,596				(469,299	)			(33,549	)
Net income (loss) for the year					–				–				–				(67,820	)			(67,820	)
Balances at December 31, 2013 – audited					16,254,167				16,254				419,596				(537,119	)			(101,369	)
Net income (loss) for the quarter					–				–				–				(9,884	)			(9,884	)
Balances at September 30, 2014 – unaudited					16,254,167				16,254			$	419,596			$	(547,003	)		$	(111,253	)

 

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

 

 

SSTL, Inc.

(A Development Stage Company)

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND 2013 AND THE PERIOD FROM

NOVEMBER 10, 2010 (INCEPTION) TO SEPTEMBER 30, 2014

 

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

 

SSTL, Inc. (the “Company”) was incorporated in the State of Nevada on November 10, 2010 (“Inception”). The Company designs and assembles motorsport racing vehicles for its own use and plans to compete in organized racing events. The Company has currently only conducted limited activities and is considered to be in the development stage.

 

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted December 31 fiscal year end.

 

Unaudited Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the Unites States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

 

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

 

Development Stage Company

The Company is in the development stage as defined under the then current Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 “Development-Stage Entities,” and among the additional disclosures required as a development stage company are that our financial statements were identified as those of a development stage company, and that the statements of operations, stockholders’ deficit and cash flows disclosed activity since the date of our inception (November 10, 2010) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has not elected to early adopt these provisions and consequently these additional disclosures are included in these financial statements.

 

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

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

 

Accounts Receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At September 30, 2014 the Company had no balance in allowance for doubtful accounts.

 

Financial Instruments

The Company has adopted the guidance of ASC 820, “Fair Value Measurement” which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. 

 

The Company’s financial instruments consist principally of cash, accounts receivable, prepayments, accounts payable, accrued interest and related party note payable. The recorded values of all these financial instruments approximate their current fair values because of the short term nature of these financial instruments.

 

Property and Equipment

Property and equipment are recorded at cost and depreciated under straight line methods over each item’s estimated useful life. The Company uses a three year life for racing vehicles, and five years for transport vehicles and furniture and fixtures.

 

 

Long-lived Assets

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

 

Income Tax

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

 

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid in any of the periods shown.

 

Revenue Recognition

Revenue is recognized when all of the following criteria were met: persuasive evidence of an arrangement existed, services had been provided, all significant contractual obligations had been satisfied, and collection was reasonably assured.

 

Advertising Costs

Advertising costs are expensed as incurred. The Company recorded no advertising costs for the three and nine months ending September 2013 and 2014.

 

Stock Based Compensation

The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measured. To date, the Company has not adopted a stock option plan and has not granted any stock options.

 

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of share of common stock outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company’s preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. No potentially dilutive debt or equity instruments were issued or outstanding during the three and nine month periods ended September 30, 2014 or 2013.

 

 

Products and Services, Geographic Areas and Major Customers

The Company currently earns revenue from leasing its racing vehicles on a month to month basis. All Company revenues during the three and nine month periods ended September 2013 and 2014 were from one customer, a company related by common control.

 

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations other than in respect of the early adoption of the new regulations relating to Development Stage Entities as discussed above.

 

NOTE 2. RELATED PARTY TRANSACTIONS

 

As at September 30, 2014 and December 31, 2013, the Company owed an officer $25,000 for working capital advances on a verbal, non-interest bearing, due on demand basis.

 

As at September 30, 2014 and December 31, 2013, the Company had a notes payable to a related party company under common control for $175,000, unsecured, bearing interest at 10% per annum, with $175,000 currently due. Interest expense for the three months ending September 30, 2013 and 2014 was $4,813 and $4,411. Interest expense for the nine months ending September 30, 2013 and 2014 was $14,439 and $14,552. Accrued interest payable at December 31, 2013 and September 30, 2014 was $402 and $14,954.

 

All Company revenues during the three month period ending September 30, 2013 and 2014 of $15,000 and $7,500 and all Company revenues during nine month period ending September 30, 2013 and 2014 of $45,000 and $52,500 and the accompanying accounts receivable balances were derived from month to month equipment lease fees from a company controlled by a major shareholder.

 

The Company occupies racing storage and shop space from a Company under common control on a verbal, as agreed, month to month basis and pays no rent.

 

 

NOTE 3. PREPAID LEGAL FEES

 

During the three months ended September 30, 2014, the Company received a non-refundable payment of $15,000 to pay for legal fees in connection with the proposed Merger agreement as disclosed in Note 8 Subsequent Events below. The funds have been paid to our attorneys as a retainer and accordingly we recognized $15,000 of prepaid legal fees and a matching accrual of $15,000 for legal fees payable.

 

During the three months ended September 30, 2014 we incurred legal fee of $4,987 in respect of the of the proposed Merger agreement which consequently reduced the balance of the retainer held by our attorneys to $10,013 with a corresponding reduction in the balance of the accrual for legal fees payable.

 

NOTE 4. FIXED ASSETS

 

Fixed asset values recorded at cost are as follows:

 

		Sept. 30, 2014				December 31, 2013
Racing vehicles and equipment		$	105,000			$	105,000
Transport vehicles			150,000				150,000
		$	255,000			$	255,000
Less accumulated depreciation			(215,000	)			(189,585	)
Total		$	40,000			$	65,415

 

Depreciation expense for the nine months ending September 30, 2014 and 2013 was $25,415 and $48,750. Depreciation expense for the three months ending September 30, 2014 and 2013 was $7,500 and $16,250.

 

NOTE 5. RELATED PARTY NOTES PAYABLE

 

As at September 30, 2014 and December 31, 2013, the Company owed an officer $25,000 for working capital advances on a verbal, non-interest bearing, due on demand basis.

 

The Company at December 31, 2013 and September 30, 2014 had notes payable to a related party company under common control for $175,000, unsecured, bearing interest at 10% per annum, with $175,000 currently due. Interest expense for the three months ending September 30, 2013 and 2014 was $4,813 and $4,411. Interest expense for the nine months ending September 30, 2013 and 2014 was $14,439 and $14,553. Accrued interest payable at December 31, 2013 and September 30, 2014 was $402 and $14,955.

 

 

NOTE 6. INCOME TAXES

 

Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur.

 

At September 30, 2014 and December 31, 2013 the Company had net operating loss carryforwards of approximately $547,003 and $537,119 which begin to expire in 2031. The deferred tax asset of $219,000 and $215,000, calculated at an effective tax rate of 40% and created by the net operating losses, has been offset by a 100% valuation allowance.

 

NOTE 7. GOING CONCERN

 

The Company has suffered a loss from operations which raises substantial doubt about the Company’s ability to continue as a going concern. Continued losses could cause the Company to be unable to continue in the racing industry or to meet debt obligations. The Company believes that racing requires significant capital outlays on a continual basis to successfully fund operations, but with adequate funding that profitable operations can be achieved.

 

The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions. By doing so, the Company hopes to generate profits from racing activities. Management believes that actions presently being taken to obtain funding provide the opportunity for the Company to continue as a going concern.

 

NOTE 8. SUBSEQUENT EVENTS

 

On October 30, 2014, Zenovia Digital Exchange Corporation, a Delaware corporation (the “ Zenovia”), entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with the Company, and SSTL Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), providing for the merger of Merger Sub with and into the Zenovia (the “Merger”), with Zenovia surviving the Merger as a wholly-owned subsidiary of the Company. The Merger Agreement was approved by Zenovia’s Board of Directors (the “Board”) and the sole Director of the Company.

 

At the effective time of the Merger, each share of Zenovia common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares owned by (i) Zenovia, Merger Sub or any direct or indirect subsidiary of any of them immediately prior to the effective time of the Merger or (ii) stockholders who have properly exercised and perfected appraisal rights under Delaware law) will be converted automatically into the right to receive three (3) shares of common stock of the  Company. Other securities of Zenovia convertible or exchangeable into common stock will also be exchanged for securities of the Company based upon the same exchange ratio.

 

 

Upon the Closing of the Merger:

 

·

1,000,000 shares of common stock held by our pre-closing principal stockholder will be exchanged for all of pre-closing assets and liabilities of the Company and such 1,000,000 shares will be cancelled

 

·

certain of our pre-closing stockholders will cancel 10,355,500 of common stock for no consideration for the purpose of making our capitalization more attractive to future equity investors.

 

Following the completion of the transactions contemplated by the Merger Agreement, there will be 37,973,667 shares of common stock of the Company issued and outstanding.  

 

Consummation of the Merger is subject to customary conditions, including without limitation: (i) the delivery to the Company of the required audited and unaudited consolidated financial statements, (ii) executed resignations of all officers and directors of the Company, (iii) receipt by Zenovia of all required consents to the consummation of the Merger, including the written consent of the holders of at least 80% of the aggregate principal amount of Zenovia's 14% senior secured notes; and (iv) the absence of any law, injunction, judgment or ruling that prohibits, restrains or makes illegal the consummation of the Merger. Moreover, each party’s obligation to consummate the Merger is subject to certain other conditions, including without limitation: (x) the accuracy of the other party’s representations and warranties contained in the Merger Agreement (subject to materiality qualifiers) and (y) the other party’s performance of its obligations under the Merger Agreement in all material respects. In addition, the obligation of the Company and Merger Sub to consummate the Merger is subject to the absence, since the date of the Merger Agreement, of any effect, development, fact, circumstance, change, event or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Merger Agreement). 

  

The Merger Agreement contains certain termination rights for the Company and Zenovia.  If the Merger Agreement is terminated by Zenovia other than for the specified circumstances provided in the Merger Agreement, Zenovia will be required to pay the Company a termination fee of $500,000. 

 

In preparing these financial statements, the Company has analyzed its operations subsequent to September 30, 2014 to the date these financial statements were available to be issued on November 17, 2014 and has determined that, other than as disclosed above, it does not have any material subsequent events to disclose in these financial statements.

 

 

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

 

Safe Harbor for Forward-Looking Statements

 

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

 

Business of the Company

 

The Company was incorporated in the State of Nevada on November 10, 2010 (Inception) as GB Race Leasing, Inc. The name was changed to SSTL, Inc. on April 14, 2011.  We are a developmental stage motorsports equipment leasing company that intends to offer to lease custom built racing vehicles for use in the National Association for Stock Car Auto Racing ("NASCAR") "Camping World” truck racing series.  . Each vehicle consists of a chassis and a truck body, with no engine or transmission, (the vehicles are referred to in the motorsports industry as “Racing Trucks" or "Race Truck Chassis "). The vehicles are offered for lease to potential clients that compete exclusively in the NASCAR Camping World Truck Series (“NCWTS”) of sanctioned NASCAR oval track racing events at intermediate and superspeedway tracks.  We intend to offer to lease our vehicles to qualified companies and individuals for their use in racing competitions in the United States.

 

Our revenue is and is expected to be generated from leasing of race truck chassis and our RV to motorsports organizations competing in the NASACAR Camping World Truck Series. To date, all of our revenues have been from Pro-Driver Development, Inc., a corporation which is controlled by Mr. Steven Urvan. Mr. Urvan owns a majority interest in GB Investments, Inc., which owns approximately sixty six percent (66%) of our outstanding common stock. Pro-Driver provides funding, development and training to inexperienced race drivers specifically for NASCAR sanctioned racing. Mr. Urvan is also the majority shareholder of GB Investments, Inc.

 

We intend to offer to lease our Racing Truck Chassis on a short term basis, usually from 7 to 10 days. Our Racing Trucks comply with NASCAR rules (the "Rules"). The Rules are established in an annual rule book published by NASCAR.

 

The Rules provide that each team that intends to compete in a sanctioned NASCAR event must have their competition racing trucks pass a complete technical inspection that is completed by NASCAR racing officials. The Rules specify the weight of vehicle, engine size, engine RPM limits, tire size and templates for body specifications, certain limits and other technical specifications.

  

Technical inspection is commenced by NASCAR before the first practice session of each race event. No competitor can enter the race track for practice without having completed a pre-practice technical inspection and having received a NASCAR official distributed practice decal, which is then attached to the front windshield of the race truck.  A second technical inspection is required before the main qualifying event for the racing event.

 

We believe that our Racing Truck Chassis are in full compliance with NASCAR Rules. Our Racing Truck Chassis have previously been inspected and approved in race day directed NASCAR pre-practice technical and pre-qualifying NASCAR mandated inspections.

 

 

Our lessees must supply and install their own engines transmissions, driver seats and racing tires. Our Racing Trucks are designed to race at ½ mile oval tracks, intermediate distance oval tracks (1 mile to 1.5 mile) and "superspeedway" tracks, such as those tracks located at Daytona, Florida and Talladega, Alabama.

 

Engines for use in our Racing Trucks are available to be leased from independent engine builders and lessors on a per race basis, or certain engines may be purchased from independent engine suppliers. We do not lease or offer to sell engines.

 

NASCAR is the only professional sanctioning body that conducts races in which our Racing Trucks complete. NASCAR was established in 1948 to organize, sanction, and sponsor professional race events in automobile oval track and road course racing in North America. NASCAR is a separate and distinct entity from us and we do not have any formal contractual arrangements with NASCAR. 

 

On February 15, 2011, the Company acquired seven (7) customized NASCAR Racing Trucks from GB Investments, Inc. Each of the Racing Trucks we acquired conforms to the rules of NASCAR and is eligible to compete in the NASCAR Camping World Truck Series. The total purchase price for the seven (7) Racing Trucks was $140,000 USD.  We issued a total of 4,666,667 shares of our common stock valued at $.03 per share to GB Investments, Inc. as payment for the Racing Trucks.

 

Additionally on February 15, 2011, we acquired a motor coach ("RV") for a purchase price of   $150,000 from GB Investments, Inc.  We issued a total of 5,000,000 shares of our common stock valued at $.03 per share to GB Investments, Inc. as payment for the RV.

 

The Company intends to lease the RV as part of a "leasing package" which includes our Racing Trucks and the RV.  We believe that offering the RV is desirable to potential lessees for the following reasons:

 

	o	The RV will provide overnight accommodations for lessee's personnel at less than the cost of  lodging at a hotel or motel;
	o	The RV can be located on the grounds of the racing event, thereby saving time and expense of lessees personnel transportation between the lodging point and the track;
	o	Lessee’s personnel can travel to the event in the RV thereby saving on transportation costs.

 

We may attempt to acquire additional new or used Race Truck Chassis if our business grows and there is demand for more equipment than we have available. However, there can be no assurance that we will have available the necessary finances to acquire additional Race Truck Chassis, or even if we have the financial resources, that we will be able to obtain additional Race Truck Chassis at acceptable cost.

 

We intend to lease our Race Truck Chassis for any NASCAR Camping World Series events that are held at an approved track on the NASCAR race or test schedule(s). Our Race Truck Chassis and related transportation equipment such as our RV are also for rent for use on testing and practice days at various tracks and circuits.

 

Marketing of our Race Truck Chassis was conducted by Jason White, our former CEO, through March 4, 2013 directly with potential lessees. We are currently seeking to hire a marketing and sales person to provide the services formerly provided by Jason White. In addition, we intend to advertise the availability of our Race Truck Chassis in trade magazines and other trade periodicals.

  

Terms of Our Rental Agreement

 

As a condition to leasing our Race Truck Chassis or related equipment, potential lessees must provide us with evidence of their credit worthiness and ability to fulfill the leasing agreement, as well as the names of the drivers and ancillary personnel.  We will determine from this information whether we will lease our Race Truck Chassis to the potential lessee.

 

Our Race Truck Chassis can lease for $15,000 per event or can be leased on a flat rate plan to be negotiated by the Company with the potential lessee. Our flat rate plan would include the use of the Race Truck Chassis over a set period of time for use in racing in multiple events for a specified type of racing track (superspeedway versus short track)  as well as for use in promotional and non-competition events.

 

 

Under the flat rate plan, our Company will be able eliminate individual event preparation costs and race to race minor repair costs, by passing these costs to the lessee under a flat rate plan. We anticipate that lessees under a Flat Rate Plan will receive an approximate 20% reduction in price from our usual per race event option.

 

Our lease agreement stipulates the race and race track in which the truck is used, the make of the truck and the body design, and the amount of damage the renter is responsible for.  We take responsibility for minor crash damage that occurs in a given event to a limit of $500 in labor and parts. Any damage in excess of this amount is the responsibility of the renter.  The Company determines the extent of the damage and the costs to repair the damage. In certain instances, special insurance can be obtained private party to insure the Race Truck Chassis against loss.

 

Our Race Truck Chassis and related equipment are managed from a facility in Mooresville, North Carolina.

 

Three Months Ended September 30, 2014 Compared to Three Months Ended September 30, 2013 

 

Revenues

 

Total revenues for the three months ended September 30, 2014 were $7,500 compared to $15,000 for the same period ending September 30, 2013, representing an decrease of $7,500 from the same period in 2013. Revenues during the three month periods ending September 30, 2014 and 2013 were derived from leasing its racing vehicles on a month to month basis to one customer, a company related by common control.

 

Operating Expenses

 

Operating expenses for the three months ended September 30, 2014 were $12,131 compared to $34,624 for the same period ended September 30, 2013, a decrease of $22,293. The decrease was principally due to a decrease in general and administrative and depreciation and amortization expenses. General and administrative expenses for the three months ended September 30, 2014 were $4,631 compared to $18,374 for the same period in 2013, a difference of $13,743 due to a reduction in legal and consulting fees as we incurred less costs in investigating potential merger opportunities in 2014 than we did in 2013. Depreciation and amortization expenses for the three months ended September 30, 2014 was $7,500 compared to $16,250 for the same period in 2013, a difference of $8,750 due to the sale of equipment. 

 

Interest and Financing Costs

 

Interest and financing costs for the three months ended September 30, 2014 were $4,411, broadly comparable to $4,813 for the period ended September 30, 2013.

 

Net Income (Loss)

 

The Company recognized a net loss of $9,042 during the three month period ended September 30, 2014 compared to a loss of $24,437 during the three month period ended September 30, 3013 due to the factors discussed above.

 

 

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

 

Revenues

 

Total revenues for the three months ended September 30, 2014 were $52,500 compared to $45,000 for the same period ending September 30, 2013, representing an increase of $7,500 from the same period in 2013. Revenues during the nine month period ending September 30, 2014 and 2013 were derived from leasing its racing vehicles on a month to month basis to one customer, a company related by common control.

 

Operating Expenses

 

Operating expenses for the nine months ended September 30, 2014 were $47,832 compared to $91,380 for the same period ended September 30, 2013, a decrease of $43,548. The decrease was principally due to a decrease in general and administrative and depreciation and amortization expenses. General and administrative expenses for the nine months ended September 30, 2014 were $22,417 compared to $42,630 for the same period in 2013, a difference of $20,213 due to a reduction in legal and consulting fees as we incurred less costs in investigating potential merger opportunities in 2014 than we did in 2013. Depreciation and amortization expenses for the nine months ended September 30, 2014 was $25,415 compared to $48,750 for the same period in 2013, a difference of $23,335 due to the sale of equipment. 

 

Gain on Sale of Equipment

 

During the three months ended September 30, 2013 we recognized a gain of $16,554 on the sale of a fixed asset.

 

We made no such sale of fixed assets during the three months ended September 30, 2014.

 

Interest and Financing Costs

 

Interest and financing costs for the nine months ended September 30, 2014 were $14,552 broadly similar to the $14,439 for the nine month period ended September 30, 2013.

 

Net Income (Loss)

 

The Company recognized net loss of $9,884 during the nine month period ended September 30, 2014 compared to a loss of $44,265 during the nine month period ended September 30, 3013 due to the factors discussed above.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Liquidity

 

At September 30, 2014, the Company had current assets, comprising of cash, accounts receivable, and prepaid expenses of $74,512 and current liabilities of $225,765 resulting in a working capital deficit of $151,253. We have experienced losses since our inception (November 10, 2010) and had an accumulated deficit of $547,003 at September 30, 2014. This raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. 

 

The Company’s current source of cash is capital raised for its operations, proceeds from the sale of its common stock and loans from related parties. The Company will continue to explore other sources of capital to expand and fund its current operations.

 

 

Cash Flows for the Nine Months Ended September 30, 2014.

 

Operating activities

 

Operating activities for the nine months ended September 30, 2014 used $47,056 in cash compared to cash of $3,845 generated in operating activities during the nine months ended September 30, 2013. During the nine months ended September 30, 2014 we generated a loss of $9,884 and an increase in accounts receivable of $52,500, in prepayments of $10,013 and a decrease in accounts payable and accrued expenses of $74 which was only partially offset for cash flow purposes by $25,415 in non-cash expenses. By comparison during the nine months ended September 30, 2013 we incurred a loss of $44,265 and a increase in accrued expenses and payables of $15,915 which was offset for cash flow purposes by $48,750 in non-cash expenses and a net gain of $16,555 on the sale of fixed assets.

 

Investing activities

 

The Company neither generated nor used cash in investing activities during the nine months ended September 30, 2014. By comparison, during the nine months ended September 30, 2013 the Company generated cash of $41,000 from investing activities from the proceeds from the sale of a fixed asset.

 

Financing Activities

 

During the nine months ended September 30, 2014, we received a $15,000 non-refundable advance to pay for legal expenses to be incurred by the Company in respect of the proposed Merger Agreement as discussed in Note 8 Subsequent Events of our financial statements presented above. By comparison, the Company neither generated nor used cash in financing activities during the nine months ended September 30, 2013.

 

Consequently the Company financed its operating losses in the nine months ended September 30, 2014 from its brought forward cash resources

and for the nine month period ended September 30, 2013 from the proceeds from the sale of one of its fixed assets.

 

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.

 

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

 

ITEM 4. Controls and Procedures

 

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

 

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

 

 

PART II – OTHER INFORMATION

 

ITEM 1. Legal Proceedings

 

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

 

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

 

During the nine months ended September 30, 2014, the Company did not sell or issue any shares.

 

ITEM 3. Default Upon Senior Securities

 

During the nine months ended September 30, 2014, the Company had no senior securities issued and outstanding.

 

ITEM 4. Mine Safety Disclosures

 

Not applicable to our Company.

 

ITEM 5. Other Information

 

None.

 

ITEM 6. Exhibits

 

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

 

SEC Ref. No.		Title of Document
31.1*		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of the Principal Executive Officer pursuant to U.S.C. pursuant to Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of the Principal Financial Officer pursuant to U.S.C. pursuant to Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Schema Document
101.CAL*		XBRL Calculation Linkbase Document
101.DEF*		XBRL Definition Linkbase Document
101.LAB*		XBRL Label Linkbase Document
101.PRE*		XBRL Presentation Linkbase Document

 

*

Filed herewith.

 

 

SIGNATURES

  

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

 

SSTL, INC.

 

November 17, 2014

 

By: /s/ Susan Lokey                                   

       Susan Lokey

       Chief Executive Officer