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EXCEL - IDEA: XBRL DOCUMENT - AAA CENTURY GROUP USA, INC.Financial_Report.xls
EX-31.2 - EXHIBIT 31.2 - AAA CENTURY GROUP USA, INC.ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - AAA CENTURY GROUP USA, INC.ex31-1.htm
EX-21.1 - EXHIBIT 21.1 - AAA CENTURY GROUP USA, INC.ex21-1.htm
EX-32.1 - EXHIBIT 32.1 - AAA CENTURY GROUP USA, INC.ex32-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

 

FORM 10-Q

 

(Mark One)

 

[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 SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to ____________

 

Commission file number: 000-52769

 

CROWD SHARES AFTERMARKET, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada

 

26-0295367

(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
     

5000 Birch Street, Suite 4800

Newport Beach, CA

 

92660

(Address of Principal Executive Offices)   (Zip Code)

 

(949) 373-7281

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]   No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter time period that the registrant was required to submit and post such files).

Yes [X]   No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   [  ] Accelerated filer   [  ]
   
Non-accelerated filer   [  ] Smaller reporting company   [X]
(Do not check if a 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 [  ]   No [X]

 

As of November 19, 2014, 22,564,000 shares of the registrant’s common stock were outstanding.

 

 

 

 
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

CROWD SHARES AFTERMARKET, INC.

 

Table of Contents

 

      Page
PART I. FINANCIAL INFORMATION  
       
Item 1. Financial Statements (Unaudited)   F-1
  Balance Sheets at September 30, 2014 and December 31, 2013   F-1
  Statements of Operations for the Three and Nine Months Ended September 30, 2014 and 2013   F-2
  Statements of Stockholders’ Deficit for the Year Ended December 31, 2013 and for the Nine Months Ended September 30, 2014   F-3
  Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013   F-4
  Notes to Financial Statements   F-5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   3
Item 3. Quantitative and Qualitative Disclosures About Market Risk   9
Item 4. Controls and Procedures   9
       
PART II. OTHER INFORMATION  
       
Item 1. Legal Proceedings   10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   10
Item 3. Defaults Upon Senior Securities   10
Item 4. Mine Safety Disclosures   10
Item 5. Other Information   10
Item 6. Exhibits   11

 

2
 

 

Part I

FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

CROWD SHARES AFTERMARKET, INC.

FORMERLY VINYL PRODUCTS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

   September 30, 2014   December 31, 2013 
         
ASSETS          
           
CURRENT ASSETS          
Cash and cash equivalents  $2,097   $11,086 
Prepaid expenses     750      750 
TOTAL CURRENT ASSETS   2,847    11,836 
           
Property, plant and equipment, net of accumulated depreciation   5,403    8,896 
TOTAL ASSETS  $8,250   $20,732 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
           
CURRENT LIABILITIES          
Accounts payable  $85,805   $67,021 
Due to related parties   25,309    9,517 
Accrued interest, related parties   41,679    39,375 
Accrued interest, note payable   27,979    11,840 
Accrued expenses and other current liabilities   250    682 
Note payable, related party   12,500    12,500 
Convertible Notes Payable   215,000    215,000 
TOTAL CURRENT LIABILITIES   408,522    355,935 
           
TOTAL LIABILITIES   408,522    355,935 
           
STOCKHOLDERS’ EQUITY (DEFICIT)          
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2014 and December 31, 2013   -    - 
Common stock, $0.0001 par value; 100,000,000 shares authorized; 22,564,000 shares issued and outstanding at September 30, 2014 and December 31, 2013   2,256    2,256 
Additional paid-in capital   11,298    11,298 
Accumulated deficit   (413,826)   (348,757)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)   (400,272)   (335,203)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)  $8,250   $20,732 

 

See notes to financial statements

 

F-1
 

 

CROWD SHARES AFTERMARKET, INC.

FORMERLY VINYL PRODUCTS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

 

   Three Months Ending   Nine Months Ending 
   Sep 30   Sep 30 
   2014   2013   2014   2013 
                 
Revenue  $1,650   $12,209   $4,950   $27,411 
                     
Cost of revenue   1,165    664    3,493    9,328 
                     
Gross profit  $485   $11,545   $1,457   $18,083 
                     
Operating expenses                    
Marketing expenses   -    -    -    4,810 
General and administrative expenses   8,684    28,889    46,795    108,267 
                     
Total operating expenses  $8,684   $28,889   $46,795   $113,077 
                     
Net operating loss  $(8,199)  $(17,344)  $(45,338)  $(94,994)
                     
Interest expense   6,899    7,502    19,731    15,635 
                     
Net loss  $(15,098)  $(24,846)  $(65,069)  $(110,629)
                     
Basic and dilutive net loss  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                     
Weighted average number of common shares outstanding:                   
Basic   22,564,000    22,564,000    22,564,000    22,564,000 
Diluted   22,564,000    22,564,000    22,564,000    22,564,000 

 

See notes to financial statements

 

F-2
 

 

CROWD SHARES AFTERMARKET, INC.

FORMERLY VINYL PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

 

               Total 
       Additional       Stockholders’ 
   Common Stock   Paid-In   Accumulated   Equity  
   Shares   Amount   Capital   Deficit   (Deficit) 
                     
Balance, December 31, 2012   22,564,000   $2,256   $(3,702)  $(195,863)  $(197,309)
                          
Additional Paid-In Capital from Related Party for services   -   -    15,000    -    15,000 
Net loss for the twelve months ended December 31, 2013   -    -    -    (152,894)   (152,894)
Balance, December 31, 2013   22,564,000   $2,256   $11,298   $(348,757)  $(335,203)
                          
Net loss for the nine months ended September 30, 2014   -    -    -    (65,069)   (65,069)
Balance, September 30, 2014   22,564,000   $2,256   $11,298   $(413,826)  $(400,272)

 

See notes to financial statements

 

F-3
 

 

CROWD SHARES AFTERMARKET, INC.

FORMERLY VINYL PRODUCTS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

   Nine Months Ending 
   September 30 
  2014   2013 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(65,069)  $(110,629)
Adjustments to reconcile net income (loss) from operating activities to net cash provided by (used in) operating activities:          
Depreciation and amortization   3,493    3,492 
Changes in:          
Prepaid expenses and other current assets   0    (480)
Accounts payable   18,784    (20,569)
Accrued interest, related party   2,304    9,214 
Accrued interest, note payable   16,139    6,421 
Accrued expenses and other current liabilities   (432)   1,000 
Net cash (used in) operating activities   (24,781)   (111,551)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Additions to property, plant and equipment   -   -
Net cash provided by (used in) investing activities   -    -
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Payments to related parties   (13,109)   (155,500)
Proceeds from related parties   28,901    88,737 
Proceeds from Convertible Notes Payable   -    215,000 
Net cash provided by financing activities   15,792    148,237 
           
NET INCREASE (DECREASE) IN CASH   (8,989)   36,686 
           
CASH AND CASH EQUIVALENTS, beginning of the period   11,086    7,963 
           
CASH AND CASH EQUIVALENTS, end of period  $2,097   $44,649 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION          
Cash paid during the period for:          
Interest  $1,182   $- 
Income taxes   -    1,670 
           
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:          
Related party contribution  $-   $- 

 

See notes to financial statements

 

F-4
 

 

CROWD SHARES AFTERMARKET, INC.

FORMERLY VINYL PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 — BACKGROUND AND ORGANIZATION

 

Organization

 

Crowd Shares Aftermarket, Inc. (“the Company”) was originally incorporated in the State of Delaware on May 24, 2007, under the name Red Oak Concepts, Inc. to serve as a vehicle for a business combination through a merger, capital stock exchange, asset acquisition or other similar business combination. On December 4, 2007, the Company changed its jurisdiction of domicile by merging with a Nevada corporation titled Red Oak Concepts, Inc. On November 21, 2008, the Company changed its name to Vinyl Products, Inc. in connection with a reverse acquisition transaction with The Vinyl Fence Company, Inc. (“VFC”), a California corporation. On September 26, 2013, the Company formed Crowd Shares Aftermarket, Inc., a wholly owned subsidiary of the Company. On October 8, 2013, the Company merged with its wholly owned subsidiary, Crowd Shares Aftermarket, Inc. and as part of the merger changed its name to Crowd Shares Aftermarket, Inc.

 

On November 20, 2008, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with VFC. Pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding capital stock of VFC from the VFC shareholders in exchange for 22,100,000 shares of the Company’s common stock. Pursuant to the Exchange Agreement, on November 21, 2008, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State for the State of Nevada to change its corporate name to “Vinyl Products, Inc.” to better reflect its business. On October 8, 2013, the Company merged with its wholly owned subsidiary, Crowd Shares Aftermarket, Inc. and as part of the merger changed its name to Crowd Shares Aftermarket, Inc.

 

Brackin O’Connor Transaction

 

On December 31, 2010, the Company entered into a definitive agreement to acquire all of the membership interests in Brackin O’Connor, LLC (“Brackin O’Connor”). Brackin O’Connor operates a passenger transportation business. Its initial operations are focused on servicing the tourism industry in Scottsdale, Arizona. The Company agreed to issue 20,000,000 shares of its common stock to the members of Brackin O’Connor in exchange for the membership interests in Brackin O’Connor (the “Equity Exchange”).

 

VFC Disposition

 

Following completion of the Equity Exchange, the Company entered into a definitive agreement to dispose of all of the capital stock of its subsidiaries, VFC and VFC Franchise Corp. to Gordon Knott, formerly the Company’s President and member of its Board of Directors, and Garabed Khatchoyan, formerly a member of its Board of Directors (the “VFC Disposition”). VFC conducts all of the Company’s vinyl product marketing and installation business.

 

In exchange for the capital stock of VFC and VFC Franchise Corp., Messrs Knott and Khatchoyan agreed to return to the Company 20,000,000 shares of the Company’s common stock and to assume up to $75,000 of liabilities arising from periods prior to December 31, 2010. In connection with the VFC Disposition, the Company agreed to reimburse certain expenses incurred by VFC through payment of $12,500 in cash and the issuance of a promissory note in the amount of $62,500. The promissory note was paid in full in April 2011. See Note 4 for further discussion.

 

Brackin O’Connor, LLC was formed as an Arizona limited liability company in February, 2005 for the purpose of acquiring and operating a drinking lounge establishment in Scottsdale, Arizona.

 

On September 1, 2009, Brackin O’Connor entered into an agreement for sale of the drinking lounge. In 2010, Brackin O’Connor changed focus and entered the passenger transportation business commonly referred to as a chauffeured vehicle service. In accordance with ASC 915, Brackin O’Connor is considered to have re-entered into the development stage as Brackin O’Connor discontinued operations due to the sale of the drinking lounge.

 

On April 8, 2011, the Company entered into a Promissory note with Doug Brackin for a total of $62,500. The promissory note was not paid by the maturity date of July 31, 2011, and accordingly, the note started to accrue compounding interest at 1.25% per month effective August 1, 2011. Interest expense totaled $600 and $1,779 for the three and nine months ended September 30, 2014, respectively. The Company made a partial principal payment in the amount of $50,000 in July 2013. See Note 4 for further discussion.

 

F-5
 

 

Business Overview of Brackin O’Connor

 

Since its establishment until September 2009, Brackin O’Connor has been principally engaged in the drinking lounge business. In 2010, Brackin O’Connor changed focus and entered the passenger transportation business commonly referred to as a chauffeured vehicle service. Its initial operations are focused on servicing the tourism industry in Scottsdale, Arizona under the brand name of “Ride The Dougie”. Brackin O’Connor provides chauffeured vehicle service for concert and weddings, airport shuttles, business and association meetings, conventions, road shows, promotional tours, special events, incentive travel and leisure travel and mobile concierge services.

 

Business Overview of Crowd Shares Aftermarket, Inc.

 

During the quarter ended September 30, 2013, the Company began the development of a new business unit to support securities crowdfunding (SCF) activities. As part of this new business unit the Company developed a SCF platform and the business operations for supporting the Company’s entrée into this new market. The Company’s SCF platform includes an exchange for the trading of crowdfunded securities (i.e. a second market for crowdfunded shares), a front end issuer and investor SCF portal (for facilitating SCF transactions), and a US based broker dealer (“BD”) centric deal management and compliance platform (for BD white labeling and syndication).

 

The SCF industry is growing at a rapid pace and with regulatory changes promises to significantly enhance the access by lower middle market (“LMM”) companies to financing and investor access to private placements.

 

The Company has developed the SCF platform for use by the following:

 

Issuers who have sold securities via crowdfunding platforms
   
Investors who have purchased securities via crowdfunding platforms
   
Licensed financial entities, such as other FINRA member registered broker dealers

 

SCF in its simplest terms, is a global movement towards broadening the investor base in small businesses by lowering accreditation standards of investors and changing the rules around the marketing of investment opportunities. Steven Case, the former AOL exec, often quips that “an average middle class person can go to Vegas and gamble away $10,000, but that same person can’t invest $10,000 in Facebook before it’s public.” The SCF movement seeks to change this paradigm.

 

Reports have been published that suggest fund raising through crowdfunding mechanisms will grow from the current $2B mark in 2012 to over $500B in just the US alone. In essence, this suggests that the fundamental mechanism or process through which angel and seed funding will occur will be through technology-assisted SCF platforms. These platforms standardize the process, make it more transparent for both investors and entrepreneurs, and, most importantly, broaden the investor target reach or visibility. The SCF movement is less about blazing a new trail in new unchartered waters of finance; but rather, a shift towards utilizing technology platforms to make the existing process available to a wider audience less friction for all those involved. As with the first wave of ecommerce, the primary innovation will be simply expanding the potential audience for a given product/offering. No longer will deal access be singularly controlled by the few with deep rolodexes.

 

The Company believes (and data suggests) that most modern governments will push regulation towards a structure mirroring an environment like that seen in the UK today or the US with the JOBS Act changes. These changes coupled with technology platforms that span geographic boundaries, will enable a truly global network of small business funding. Just like a US consumer can buy products from the UK via the internet, investors will be able to see and access deals regardless of their geographic location.

 

The business model utilizes a platform service or listing fee structure, and does not contemplate a transaction or success fee component. This may change as the regulatory environment evolves in the US, and globally, but for now a simple service-fee model has been established. The Company began generating revenue for its SCF business unit during the quarter ended September 30, 2013.

 

F-6
 

 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation

 

The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The financial statements include the accounts of its wholly owned subsidiary, Brackin O’Connor. All significant intercompany balances and transactions have been eliminated.

 

Because the acquisition of Brackin O’Connor was treated as a reverse acquisition, the financial statements of the Company have been retroactively adjusted to reflect the acquisition from the beginning of the reported periods. The Equity Exchange transaction has been accounted as a reverse merger and recapitalization of the Company whereby Brackin O’Connor is deemed to be the accounting acquirer (legal acquiree) and the Company to be the accounting acquiree (legal acquirer). The basis of the assets, liabilities and retained earnings of Brackin O’Connor has been carried over in the recapitalization, and earnings per share have been retroactively restated to reflect the reverse merger.

 

Going Concern

 

The Company’s financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America, and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company incurred a net loss from continuing operations of $65,069 during the nine months ended September 30, 2014 and an accumulated deficit of $413,826 since inception. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through sales of common stock and or a debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are adjusted to reflect actual experience when necessary. Significant estimates and assumptions affect many items in the financial statements. These include allowance for doubtful trade receivables, asset impairments, and contingencies and litigation. Significant estimates and assumptions are also used to establish the fair value and useful lives of depreciable tangible and certain intangible assets. Actual results may differ from those estimates and assumptions, and such results may affect income, financial position or cash flows.

 

Cash and Cash Equivalents

 

Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. The Company did not have any cash equivalents at September 30, 2014 or December 31, 2013.

 

F-7
 

 

Property, Plant and Equipment

 

Equipment is recorded at cost and depreciated using straight line methods over the estimated useful lives of the related assets. The Company reviews the carrying value of long-term assets to be held and used when events and circumstances warrant such a review. If the carrying value of a long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair market value. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. The cost of normal maintenance and repairs is charged to operations as incurred. Major overhaul that extends the useful life of existing assets is capitalized. When equipment is retired or disposed, the costs and related accumulated depreciation are eliminated and the resulting profit or loss is recognized in income.

 

Impairment of Long-Lived Assets

 

The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. The Company performed an annual review for impairment and none existed as of December 31, 2013.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with accounting principles generally accepted in the United States of America. The Company’s current revenue stream consists of chauffeured vehicle services. Such revenue is recognized when the services are performed.

 

Revenues are recognized when persuasive evidence of an arrangement exists, the fees to be paid by the customer are fixed or determinable, collection of the fees is probable, delivery of the service and or product has occurred, and no other significant obligations on the part of the Company remain.

 

Revenue received from transportation customers consists of payments via credit cards, checks and cash and is deposited into the Company’s bank account when received, either directly or through the Company’s merchant account.

 

Stock Based Compensation

 

The Company accounts for stock-based employee compensation arrangements using the fair value method in accordance with the accounting provisions relating to share-based payments (“Codification Topic 718”). The company accounts for the stock options issued to non-employees in accordance with these provisions. Stock options are valued using a Black-Scholes options pricing model which requires estimates such as expected term, discount rate and stock volatility.

 

Issuance of Shares for Non-Cash Consideration

 

The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably determinable. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

 

Income Taxes

 

The Company accounts for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations.

 

F-8
 

 

No provision for federal income taxes has been recorded due to the net operating loss carry forwards totaling approximately $363,545 as of September 30, 2014 that will be offset against future taxable income. The available net operating loss carry forwards of approximately $360,000 will expire in various years through 2034. No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance the carry forwards will expire unused.

 

Fair value of financial instruments

 

The Company’s financial instruments consist of cash, accounts payable, accrued liabilities and long-term debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The carrying value of long-term debt also approximates fair value since their terms are similar to those in the lending market for comparable loans with risks. None of these instruments are held for trading purposes. The Company utilizes various types of financing to fund its business needs, including convertible debt. The Company reviews its conversion features of securities issued as to whether they are freestanding or contain an embedded derivative and, if so, whether they are classified as a liability at each reporting period until the amount is settled and reclassified into equity with changes in fair value recognized in current earnings.

 

Recent Accounting Pronouncements

 

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.

 

In July 2013, the FASB issued ASU No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carry forwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

 

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

 

Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
   
Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

 

F-9
 

 

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

 

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

 

NOTE 3 — PROPERTY, PLANT AND EQUIPMENT

 

Components of property, plant and equipment were as follows:

 

   September 30, 2014   December 31, 2013 
         
Vehicles  $23,243   $23,243 
Total property, plant and equipment   23,243    23,243 
           
Less: accumulated depreciation   (17,840)   (14,347)
           
Property, plant and equipment, net  $5,403   $8,896 

 

Depreciation expense totaled $3,493 and $3,492 for the nine months ended September 30, 2014 and 2013, respectively. The Company’s parent Company has issued a promissory note and this promissory note is secured by a vehicle owned by Brackin O’Connor.

 

NOTE 4 — NOTES PAYABLE

 

On December 31, 2010, in connection with the VFC Disposition, the Company agreed to reimburse certain expenses incurred by VFC through the issuance of a promissory note in the amount of $62,500. The promissory note was paid in full in April 2011.

 

On April 8, 2011, the Company entered into a Promissory note with Doug Brackin for a total of $62,500. The promissory note was not paid by the maturity date of July 31, 2011, and accordingly, the note started to accrue compounding interest at 1.25% per month effective August 1, 2011. Interest expense totaled $1,779 and $5,882 for the nine months ended September 30, 2014 and 2013, respectively. The Company made a partial principal payment in the amount of $50,000 in July 2013. The total outstanding balance was $12,500 at September 30, 2014 and 2013, respectively. No interest was paid by the Company to Doug Brackin during the nine months ended September 30, 2014 and 2013, respectively.

 

F-10
 

 

On June 14, 2013, the Company entered into Note Purchase Agreements with six accredited investors for the purchase and sale by the Company of $215,000 of its 10% Senior Secured Convertible Promissory Notes due December 31, 2014 (“Convertible Notes”). The Convertible Notes, issued on June 14, 2013, constitute the senior indebtedness of the Company. The Company and investors agreed that no indebtedness senior to the Convertible Notes may be created without the consent of holders of a majority in interest of the Convertible Notes. The Convertible Notes and all accrued interest are convertible by the Convertible Note holders into shares of Common Stock at a price equal to $1.00 per share (“Conversion Price”). Shares acquired upon conversion will be eligible for sale pursuant to Rule 144 six months after the date of issue of the Convertible Notes. The Convertible Notes are secured by a lien on all of the Company’s assets. Interest on the Convertible Notes will accrue and be paid at maturity or converted into common stock when each respective Convertible Note is converted. The Convertible Notes shall be subject to mandatory conversion at the applicable Conversion Price upon the completion of a qualified financing, defined as an equity financing of not less than $1.5 million in aggregate gross proceeds from any equity or equity derivative financing. The Company agreed to include the shares of Common Stock underlying the Convertible Notes (unless eligible for resale under Rule 144) in any registration statement filed by the Company other than in connection with compensation plans and certain other types of transactions.

 

As of September 30, 2014, the Company had $215,000 in Convertible Notes outstanding. Interest expense totaled $16,140 and $6,421 for the nine months ended September 30, 2014 and 2013, respectively. No interest was paid by the Company to note holders during the nine months ended September 30, 2014 and 2013, respectively.

 

During the nine months ended September 30, 2014, Doug Brackin, the Company’s Chief Executive Officer, did not advance the Company any additional monies. During the nine months ended September 30, 2014, the Company repaid Mr. Brackin $8,818. The total outstanding advance balance from Doug Brackin to the Company at September 30, 2014 was $0. The advance bears interest at a rate of 1% per month. Interest expense totaled $150 and $802 for the nine months ended September 30, 2014 and 2013, respectively. Total interest paid by the Company to Doug Brackin during the nine months ended September 30, 2014 and 2013 was $1,182 and $0, respectively.

 

During the nine months ended September 30, 2014, Cardiff Partners, LLC advanced to the Company $28,902 and the Company repaid Cardiff Partners, LLC $4,291. Keith Moore, the Company’s Treasurer, Secretary, and Director, is a managing member and 50% owner of Cardiff Partners. The total outstanding advance balance from Cardiff Partners to the Company at September 30, 2014 was $25,309. The advance bears interest at a rate of 1% per month. Interest expense totaled $1,556 and $3,897 for the nine months ended September 30, 2014 and 2013, respectively. No interest was paid by the Company to Cardiff Partners during the nine months ended September 30, 2014 and 2013, respectively.

 

NOTE 5 — SHAREHOLDERS’ EQUITY

 

The Company is authorized to issue 100,000,000 shares of $.0001 par value common stock, and had 22,564,000 and 22,564,000 shares outstanding at September 30, 2014 and December 31, 2013, respectively.

 

The Company is authorized to issue 10,000,000 shares of $.0001 par value preferred stock. The Company has never issued any shares of preferred stock.

 

During the nine months ended September 30, 2014 and 2013, there were $0 of contributions from owners and $0 of owners’ withdrawals.

 

NOTE 6 — COMMITMENTS AND CONTINGENCIES

 

Contingencies

 

The Company is not currently a party to any pending or threatened legal proceedings. Based on information currently available, management is not aware of any matters that would have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

 

NOTE 7 — RELATED PARTY TRANSACTIONS

 

On December 31, 2010, we entered into a definitive agreement to dispose of all of the capital stock of our subsidiaries, VFC and VFC Franchise Corp. to Gordon Knott, formerly our President and member of our Board of Directors, and Garabed Khatchoyan, formerly a member of our Board of Directors. In exchange for the capital stock of VFC and VFC Franchise Corp., Messrs Knott and Khatchoyan agreed to return to us 20,000,000 shares of our common stock and to assume up to $75,000 of our liabilities arising from periods prior to December 31, 2010. In connection with the transaction, we agreed to reimburse certain expenses incurred by VFC through payment of $12,500 in cash and the issuance of a promissory note in the amount of $62,500. The promissory note was paid in full in April 2011. See Note 4 for further discussion.

 

F-11
 

 

On April 8, 2011, the Company entered into a Promissory note with Doug Brackin for a total of $62,500. The promissory note was not paid by the maturity date of July 31, 2011, and accordingly, the note started to accrue compounding interest at 1.25% per month effective August 1, 2011. Interest expense totaled $1,779 and $5,882 for the nine months ended September 30, 2014 and 2013, respectively. The Company made a partial principal payment in the amount of $50,000 in July 2013. The total outstanding balance was $12,500 at September 30, 2014 and 2013, respectively. No interest was paid by the Company to Doug Brackin during the nine months ended September 30, 2014 and 2013, respectively.

 

During the nine months ended September 30, 2014, Doug Brackin, the Company’s Chief Executive Officer, did not advance the Company any additional monies. During the nine months ended September 30, 2014, the Company repaid Mr. Brackin $8,818. The total outstanding advance balance from Doug Brackin to the Company at September 30, 2014 was $0. The advance bears interest at a rate of 1% per month. Interest expense totaled $150 and $802 for the nine months ended September 30, 2014 and 2013, respectively. Total interest paid by the Company to Doug Brackin during the nine months ended September 30, 2014 and 2013 was $1,182 and $0, respectively.

 

During the nine months ended September 30, 2014, Cardiff Partners, LLC advanced to the Company $28,902 and the Company repaid Cardiff Partners, LLC $4,291. Keith Moore, the Company’s Treasurer, Secretary, and Director, is a managing member and 50% owner of Cardiff Partners. The total outstanding advance balance from Cardiff Partners to the Company at September 30, 2014 was $25,309. The advance bears interest at a rate of 1% per month. Interest expense totaled $1,556 and $3,897 for the nine months ended September 30, 2014 and 2013, respectively. No interest was paid by the Company to Cardiff Partners during the nine months ended September 30, 2014 and 2013, respectively.

 

On June 14, 2013, the Company entered into Note Purchase Agreements with six accredited investors for the purchase and sale by the Company of $215,000 of its 10% Senior Secured Convertible Promissory Notes due December 31, 2014 (“Convertible Notes”). The Company paid Monarch Bay Securities, LLC, the Managing Placement Agent, a sales commission equal to ten percent (10%) of the aggregate purchase price of the Convertible Notes sold in the Offering. The Company has agreed to indemnify the Managing Placement Agent against certain liabilities, including liabilities under the Securities Act, as amended. Keith Moore, a member of our Board of Directors, is a managing director and owner of the Managing Placement Agent.

 

NOTE 8 — SUBSEQUENT EVENTS

 

There have been no subsequent events as of the date of this filing.

 

F-12
 

 

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

 

In this Quarterly Report on Form 10-Q, unless the context requires otherwise, “we,” “us” and “our” refer to Crowd Shares Aftermarket, Inc., a Nevada corporation. The following Management’s Discussion and Analysis of Financial Condition and Results of Operation provide information that we believe is relevant to an assessment and understanding of our financial condition and results of operations. The following discussion should be read in conjunction with our financial statements and notes thereto included with this Quarterly Report on Form 10-Q, and all our other filings, including Current Reports on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) through the date of this report.

 

Forward Looking Statements

 

This Quarterly Report on Form 10-Q includes both historical and forward-looking statements, which include information relating to future events, future financial performance, strategies, expectations, competitive environment and regulations. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Such statements are intended to operate as “forward-looking statements” of the kind permitted by the Private Securities Litigation Reform Act of 1995, incorporated in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). That legislation protects such predictive statements by creating a “safe harbor” from liability in the event that a particular prediction does not turn out as anticipated. Forward-looking statements should not be read as a guarantee of future performance or results and will probably not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. You should review carefully the section entitled “Risk Factors” beginning on page 4 of our Annual Report on Form 10-K for a discussion of certain of the risks that could cause our actual results to differ from those expressed or suggested by the forward-looking statements.

 

The inclusion of the forward-looking statements should not be regarded as a representation by us, or any other person, that such forward-looking statements will be achieved. You should be aware that any forward-looking statement made by us in this Quarterly Report on Form 10-Q, or elsewhere, speaks only as of the date on which we make it. We undertake no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on the forward-looking statements contained in this Quarterly Report on Form 10-Q.

 

Overview

 

Brackin O’Connor operates a passenger transportation business commonly referred to as a chauffeured vehicle service. Its initial operations are focused on servicing the tourism industry in Scottsdale, Arizona under the brand name of “Ride The Dougie”. The Company provides chauffeured vehicle service for concert and weddings, airport shuttles, business and association meetings, conventions, road shows, promotional tours, special events, incentive travel and leisure travel and mobile concierge services.

 

Recent Developments Affecting the Company

 

Securities Crowdfunding

 

During the quarter ended September 30, 2013, the Company began the development of a new business unit to support securities crowdfunding (SCF) activities. As part of this new business unit the Company developed a SCF platform and the business operations for supporting the Company’s entrée into this new market. The Company’s SCF platform includes an exchange for the trading of crowdfunded securities (i.e. a second market for crowdfunded shares), a front end issuer and investor SCF portal (for facilitating SCF transactions), and a US based broker dealer (“BD”) centric deal management and compliance platform (for BD white labeling and syndication).

 

3
 

 

The SCF industry is growing at a rapid pace and with regulatory changes promises to significantly enhance the access by lower middle market (“LMM”) companies to financing and investor access to private placements.

 

The Company has developed the SCF platform for use by the following:

 

  Issuers who have sold securities via crowdfunding platforms
  Investors who have purchased securities via crowdfunding platforms
  Licensed financial entities, such as other FINRA member registered broker dealers

 

SCF in its simplest terms, is a global movement towards broadening the investor base in small businesses by lowering accreditation standards of investors and changing the rules around the marketing of investment opportunities. Steven Case, the former AOL exec, often quips that “an average middle class person can go to Vegas and gamble away $10,000, but that same person can’t invest $10,000 in Facebook before its public.” The SCF movement seeks to change this paradigm.

 

Reports have been published that suggest fund raising through crowdfunding mechanisms will grow from the current $2B mark in 2012 to over $500B in just the US alone. In essence, this suggests that the fundamental mechanism or process through which angel and seed funding will occur will be through technology-assisted SCF platforms. These platforms standardize the process, make it more transparent for both investors and entrepreneurs, and, most importantly, broaden the investor target reach or visibility. The SCF movement is less about blazing a new trail in new unchartered waters of finance; but rather, a shift towards utilizing technology platforms to make the existing process available to a wider audience less friction for all those involved. As with the first wave of ecommerce, the primary innovation will be simply expanding the potential audience for a given product/offering. No longer will deal access be singularly controlled by the few with deep rolodexes.

 

The Company believes (and data suggests) that most modern governments will push regulation towards a structure mirroring an environment like that seen in the UK today or the US with the JOBS Act changes. These changes coupled with technology platforms that span geographic boundaries, will enable a truly global network of small business funding. Just like a US consumer can buy products from the UK via the internet, investors will be able to see and access deals regardless of their geographic location.

 

The business model utilizes a platform service or listing fee structure, and does not contemplate a transaction or success fee component. This may change as the regulatory environment evolves in the US, and globally, but for now a simple service-fee model has been established. The Company began generating revenue for its SCF business unit during the quarter ended September 30, 2013.

 

Results of Operations

 

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

 

Revenue

 

Revenues totaled $1,650 for the three months ended September 30, 2014 versus $12,209 in the comparable period in the prior year. The decrease in revenues was related to a slowdown in the passenger transportation business and the leasing of the transportation business to a subcontractor for a fixed monthly payment of $550 for those months in which the subcontractor provides the transportation services.

 

Cost of Revenue

 

Cost of revenue consists of depreciation expense for the Company’s transportation vehicles as well as other direct costs of providing services. Cost of revenue totaled $1,165 for the three months ended September 30, 2014 versus $664 in the comparable period of the prior year. The increase was related to a credit from a vendor which was received in the three months ended September 30, 2013.

 

4
 

 

Marketing Expenses

 

Marketing expenses totaled $0 for the three months ended September 30, 2014 compared to $0 in the comparable period of the prior year. The Company did not incur any marketing expenses during the quarter to coordinate marketing budgets with projected transportation requirements.

 

General and Administrative Expenses

 

General and administrative expenses totaled $8,684 for the three months ended September 30, 2014 compared to $28,889 for the three months ended September 30, 2013. The decrease in general and administrative expenses was a result of prior professional fees related to the sale of the Company’s Convertible Secured Promissory Notes. The current period expenses are primarily comprised of $7,698 of professional fees and other general and administrative expenses.

 

Other Expenses

 

Other expense totaled $6,899 for the three months ended September 30, 2014 compared to $7,502 for the three months ended September 30, 2013. The current period other expenses are comprised of interest expense.

 

Net Loss

 

Net loss totaled $15,098 for the three months ended September 30, 2014 due primarily to general and administrative expenses discussed above which exceeded gross profits generated. Net loss totaled $24,846 for the three months ended September 30, 2013.

 

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

 

Revenue

 

Revenues totaled $4,950 for the nine months ended September 30, 2014 versus $27,411 in the comparable period in the prior year. The decrease in revenues was related to a slowdown in the passenger transportation business and the leasing of the transportation business to a subcontractor for a fixed monthly payment of $550 for those months in which the subcontractor provides the transportation services and a decrease in revenues related to the Company’s SCF business.

 

Cost of Revenue

 

Cost of revenue consists of depreciation expense for the Company’s transportation vehicles as well as other direct costs of providing services. Cost of revenue totaled $3,493 for the nine months ended September 30, 2014 versus $9,328 in the comparable period of the prior year. The decrease was related to a decrease in transportation services and the leasing of the transportation business to a subcontractor whereby the subcontractor is responsible for all transportation costs for those months in which the subcontractor provides the transportation services.

 

Marketing Expenses

 

Marketing expenses totaled $0 for the nine months ended September 30, 2014 compared to $4,810 in the comparable period of the prior year. The Company did not incur any marketing expenses during the period to coordinate marketing budgets with projected transportation requirements.

 

General and Administrative Expenses

 

General and administrative expenses totaled $46,795 for nine months ended September 30, 2014 compared to $113,077 for the nine months ended September 30, 2013. The current period expenses are primarily comprised $32,537 in professional fees, as well as other general and administrative expenses. Expenses for the nine months ended September 30, 2013 were primarily comprised of $61,638 of professional fees, as well as other general and administrative expenses.

 

5
 

 

Other Expenses

 

Other expense totaled $19,731 for the nine months ended September 30, 2014 compared to $15,635 for the nine months ended September 30, 2013. The current period expenses are comprised of interest expense.

 

Net Loss

 

Net loss totaled $65,069 for the nine months ended September 30, 2014 due primarily to the general and administrative expenses discussed above which exceeded gross profits generated. Net loss totaled $110,629 for the nine months ended September 30, 2013.

 

Liquidity and Capital Resources

 

The accompanying financial statements have been prepared assuming that we will continue as a going concern. As shown in the accompanying financial statements, we incurred losses of $65,069 for the nine months ended September 30, 2014 and have an accumulated deficit of $413,826 at September 30, 2014. At September 30, 2014, we had cash of $2,097.

 

We started to generate revenue in January 2011, however, in order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations, we will need, among other things, additional capital resources. Accordingly, management’s plans to continue as a going concern include raising additional capital through sales of common stock and other securities.

 

On June 14, 2013, the Company entered into Note Purchase Agreements with six accredited investors for the purchase and sale by the Company of $215,000 of its 10% Senior Secured Convertible Promissory Notes due December 31, 2014 (“Convertible Notes”). The Convertible Notes, issued on June 14, 2013, constitute the senior indebtedness of the Company. The Company and investors agreed that no indebtedness senior to the Convertible Notes may be created without the consent of holders of a majority in interest of the Convertible Notes. The Convertible Notes and all accrued interest are convertible by the Convertible Note holders into shares of Common Stock at a price equal to $1.00 per share (“Conversion Price”). Shares acquired upon conversion will be eligible for sale pursuant to Rule 144 six months after the date of issue of the Convertible Notes. The Convertible Notes are secured by a lien on all of the Company’s assets. Interest on the Convertible Notes will accrue and be paid at maturity or converted into common stock when each respective Convertible Note is converted. The Convertible Notes shall be subject to mandatory conversion at the applicable Conversion Price upon the completion of a qualified financing, defined as an equity financing of not less than $1.5 million in aggregate gross proceeds from any equity or equity derivative financing. The Company agreed to include the shares of Common Stock underlying the Convertible Notes (unless eligible for resale under Rule 144) in any registration statement filed by the Company other than in connection with compensation plans and certain other types of transactions.

 

As of September 30, 2014, the Company had $215,000 in Convertible Notes outstanding.

 

Our current funding is sufficient to continue our operations for the remainder of the fiscal year ending December 31, 2014, however, we will require additional debt and/or equity financing to continue our operation beyond December 31, 2014. We cannot provide any assurances that additional financing will be available to us or, if available, may not be available on acceptable terms.

 

If we are unable to obtain adequate capital, we could be forced to cease or delay development of our operations, sell assets or our business may fail. In each such case, the holders of our common stock would lose all or most of their investment. Please see “Risk Factors” for information regarding the risks related to our financial condition.

 

Inflation Risk

 

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. However, if our costs such as gasoline were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

 

6
 

 

Off Balance Sheet Arrangements

 

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

 

Capital Resources and Requirements

 

Our future liquidity and capital requirements will be influenced by numerous factors, including:

 

  the extent and duration of future operating income;
  the level and timing of future sales and expenditures;
  working capital required to support our growth;
  investment capital for transportation vehicles and equipment;
  our sales and marketing programs;
  investment capital for potential acquisitions;
  competition; and
  market developments.

 

Critical Accounting Policies and Estimates

 

We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

 

The following critical accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements.

 

Impairment of Long-Lived Assets

 

The Company adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. The Company performed an annual review for impairment and none existed as of December 31, 2013.

 

Issuance of Shares for Non-Cash Consideration

 

The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably determinable. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

 

7
 

 

Recently Issued Accounting Pronouncements

 

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.

 

In July 2013, the FASB issued ASU No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carry forwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

 

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

 

  Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
     
  Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

 

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

 

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

We are a smaller reporting company and therefore, we are not required to provide information required by this item of Form 10-Q.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and our Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2014. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2014, and this assessment identified certain material weakness in our internal control over financial reporting, including material weaknesses due to our management’s lack of segregation of duties in financial transactions or reporting as a result of the fact that we only have two officers. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

Based on that evaluation, management concluded that our internal control over financial reporting was not effective as of September 30, 2014.

 

Changes in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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Part II

OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are not a party to any material legal proceedings.

 

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

 

On June 14, 2013, the Company issued and sold $215,000 of its 10% Senior Secured Convertible Promissory Notes due December 31, 2014. These securities were offered to accredited investors in reliance on an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) under Regulation D. The securities in the offering have not been registered under the Securities Act or any state “blue sky” securities laws, and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information.

 

None.

 

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Item 6. Exhibits.

 

Exhibit No.   Description
     

21.1*

 

Subsidiaries of Registrant

     
31.1*   Certification of Chief Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2*   Certification of Principal Financial Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1*   Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101.INS   XBRL Instance
101.SCH   XBRL Taxonomy Extension Schema
101.CAL   XBRL Taxonomy Extension Calculation
101.DEF   XBRL Taxonomy Extension Definition
101.LAB   XBRL Taxonomy Extension Labels
101.PRE   XBRL Taxonomy Extension

 

* – Filed herewith

 

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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 on the 19th day of November, 2014.

 

  CROWD SHARES AFTERMARKET, INC.
     
  By: /s/ Doug Brackin
    Doug Brackin
    Chief Executive Officer
    (Principal Executive Officer)

 

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