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EX-31.1 - EXHIBIT 31.1 - WEST COAST VENTURES GROUP CORP.ex31_1apg.htm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

 

[X]

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


For the quarterly period ended October 31, 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: 333-182199


Energizer Tennis, Inc.

(Exact name of registrant as specified in its charter)


Nevada

99-0377575

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)


Suite 3, 219 Bow Road

Docklands, London E3 2SJ, United Kingdom

(Address of principal executive offices) (Zip Code)


+44 203 086 8131

(Registrant’s telephone number, including area code)


 ________________________________________________

(Former name or former address, if changed since last report)

 


Indicate by check mark whether the issuer (1) has 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. [X] Yes   [   ] No

 

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

 

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

 

Large accelerated filer

[   ]

  

Accelerated filer

[   ]

Non-accelerated filer

[   ]

(Do not check if a smaller reporting company)

Smaller reporting company

[X]


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


As of December 15, 2014, there were 2,947,500 shares of the issuer’s $.001 par value common stock issued and outstanding.




Table of Contents                                                                                                                                                    Financial Statements




TABLE OF CONTENTS



PART I

  

  

 

Item 1.

Financial Statements

3

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

13

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

14

Item 4.

Controls and Procedures

15

  

  

 

PART II

  

  

 

Item 1.

Legal Proceedings

16

Item 1A.

Risk Factors

16

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

16

Item 3.

Defaults Upon Senior Securities

16

Item 4.

Mine Safety Disclosures

16

Item 5.

Other Information

16

Item 6.

Exhibits

16





2



Table of Contents                                                                                                                                                    Financial Statements




PART I


Item 1. Financial Statements


Energizer Tennis Inc.

Condensed Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of

 

As of

 

 

 

 

 

 

October 31,

 

April 30,

 

 

 

 

 

 

2014

 

2014

 

 

 

 

 

 

(Unaudited)

 

(Audited)

ASSETS

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

Cash

 

$

44 

$

44 

 

 

 

Prepaid Expenses

 

 

 

1,870 

 

Total Current Assets

 

 

44 

 

1,914 

 

FIXED ASSETS

 

 

 

 

 

 

 

Plant, Property, Equipment, net of accumulated depreciation of

$1,038 and $883, respectively.

 

209 

 

365 

 

 

Intangibles - instructional videos, net of accumulated amortization

of $462 and $313, respectively.

 

4,354 

 

4,503 

 

 

Intangibles- website development, net of accumulated amortization

of $2,562 and $2,199, respectively.

 

10,613 

 

10,976 

 

Total Fixed Assets

 

 

15,176 

 

15,844 

TOTAL ASSETS

 

$

15,220 

$

17,758 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY (DEFICIT)

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

Accounts Payable

 

 

9,965 

 

966 

 

 

Accrued Expenses

 

 

5,112 

 

3,900 

 

 

Advances from Stockholders

 

 

32,929 

 

23,730 

 

Total Liabilities

 

 

48,006 

 

28,596 

 

 

 

 

 

 

 

 

 

 

ENERGIZER TENNIS INC. STOCKHOLDERS' EQUITY (DEFICIT):

 

 

 

 

 

 

 Preferred stock, $.001 par value.  Authorized 10,000,000 shares,

 

 

 

 

 

 0 shares issued and outstanding.

 

 

 

 

 

 

 

 Common stock, $.001 par value. 100,000,000 authorized shares

 

2,948 

 

2,948 

 

 

 

 and 2,947,500 and 2,947,500 shares issued and outstanding, respectively

 

 

 

 

 

 

Additional Paid in Capital

 

 

76,371 

 

72,571 

 

 

 

 

 

 

 

 

 

 

 

Retained earnings

 

 

(112,505)

 

(86,357)

 

Total Energizer Tennis Inc. Stockholders' Deficit

 

 

(33,185)

 

(10,838)

TOTAL LIABILITIES & EQUITY (DEFICIT)

 

$

15,220 

$

17,758 

 

 

 

 

 

 

 

 

 

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





3



Table of Contents                                                                                                                                                    Financial Statements





Energizer Tennis Inc.

 

Condensed Statements of Operations (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Three Months

 

 

 Three Months

 

 

 Six Months

 

 

 Six Months

 

 

 

 

 

 

 Ended

 

 

 Ended

 

 

 Ended

 

 

 Ended

 

 

 

 

 

 

October 31,

 

 

October 31,

 

 

October 31,

 

 

October 31,

 

 

 

 

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

$

 

$

 

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Goods Sold

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Goods Sold

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General & Administrative Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

 

 

331 

 

 

314 

 

 

667 

 

 

635 

 

 

General & Administrative Expenses

 

 

10,420 

 

 

11,657 

 

 

12,368 

 

 

17,531 

 

 

Professional Fees

 

 

 

9,923 

 

 

3,915 

 

 

12,548 

 

 

7,973 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total General & Administrative Expenses

 

 

 

20,674 

 

 

15,886 

 

 

25,583 

 

 

26,139 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

 

$

(20,674)

 

 

(15,886)

 

 

(25,583)

 

 

(26,139)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

 

 

 

 

 

 

 

165 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit/(loss)

 

 

 

(20,674)

 

 

(15,886)

 

 

(25,748)

 

 

(26,139)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

(0.01)

 

 

(0.01)

 

 

(0.01)

 

 

(0.01)

 

 

Diluted

 

 

 

(0.01)

 

 

(0.01)

 

 

(0.01)

 

 

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of

 

 

 

2,947,500 

 

 

2,947,500 

 

 

2,947,500 

 

 

2,947,500 

 

  common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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





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Energizer Tennis Inc.

Condensed Statements of Cash Flows (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months

 

 

Six Months

 

 

 

 

 

 

 

 Ended

 

 

 Ended

 

 

 

 

 

 

 

October 31,

 

 

October 31,

 

 

 

 

 

 

 

2014

 

 

2013

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

Net loss

$

(25,748)

 

$

(26,139)

 

 

 

 

Adjustments to reconcile Net Loss

 

 

 

 

 

 

 

 

 

to net cash provided by operations:

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

667 

 

 

635 

 

 

 

 

 

Forgiveness of Debt by related party

 

 

 

3,278 

 

 

 

 

 

Additional paid-in capital in exchange for facilities provided by related party

1,800 

 

 

1,800 

 

 

 

 

 

Additional paid-in capital in exchange for contributed services

 

2,000 

 

 

 

 

 

 

 

Increase/Decrease in accounts payable

 

9,000 

 

 

(5,270)

 

 

 

 

 

Increase/Decrease in accrued expenses

 

1,212 

 

 

1,000 

 

 

 

 

 

Advances from Stockholders

 

9,199 

 

 

14,895 

 

 

 

 

 

Increase/Decrease in prepayments

 

1,870 

 

 

(2,645)

 

 

 

Net cash used in Operating Activities

 

 

 

(12,446)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash increase for period

 

 

 

(12,446)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash at beginning of period

 

44 

 

 

13,920 

 

 

 

 

 

 

 

 

 

 

 

 

Cash at end of period

$

44 

 

 

1,474 

 

 

 

 

 

 

 

 

 

 

 

 

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




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Table of Contents                                                                                                                                                    Financial Statements




Energizer Tennis, Inc.

Notes to Unaudited, Condensed Financial Statements

October 31, 2014


NOTE 1.  BACKGROUND INFORMATION


Organization and Business


Energizer Tennis Inc. was incorporated on June 16, 2011 in the State of Nevada for the purpose of developing, producing and selling instructional tennis videos to the global tennis community. The videos are available to view or download online, either via our website or via iTunes where our apps are available. Consumers can pay for an annual online subscription to the website which gives access to instructional videos and a host of expert tennis advice.  Additionally, per download charges allow consumers to purchase our apps online. Our target market varies from beginners to individuals who compete regularly including all tennis enthusiasts wanting to improve any aspect of their game.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation


The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC.  The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 3 regarding the assumption that the Company is a “going concern”).  


The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these condensed 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 considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended April 30, 2014 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”).


The results of operations for the six month period ended October 31, 2014 are not necessarily indicative of the results for the full fiscal year ending April 30, 2015.


Use of Estimates


The preparation of financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.


Fiscal Year End


The Company has elected April 30 as its fiscal year end.


Cash and Cash Equivalents


The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents were $44 at October 31, 2014 and April 30, 2014.


Cash Flows Reporting


The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230 to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in




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net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.


Earnings (Loss) Per Share


The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.  Diluted earnings per share is not presented due to the net loss and presentation would be anti-dilutive.  There were no common stock equivalents as of October 31, 2014.


Commitments and Contingencies


The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.  There were no commitments nor contingencies as of October 31, 2014 and April 30, 2014.


Fair Value of Financial Instruments


The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.


FASB Accounting Standards Codification ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:


Level 1:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2:

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3:

Inputs that are both significant to the fair value measurement and unobservable.


Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of October 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value.

The Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis.


Revenue Recognition


The Company follows ASC 605, Revenue Recognition, and recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met:






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1.

persuasive evidence of an arrangement exists;

2.

the product has been shipped or the services have been rendered to the customer;

3.

the sales price is fixed or determinable; and,

4.

collectability is reasonably assured.


Major revenue activities are expected to be generated from the sale of instructional tennis videos, providing professional tennis coaching, providing access to online player management tools including tournament program scheduling, nutrition programs, injury prevention booklets, arranging tennis holidays, sale of company branded merchandise.


Income Taxes


The Company accounts for income taxes under ASC 740, Income Taxes.  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements 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.  Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.


A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.


The Company files income tax returns in the United States which are subject to examination by tax authorities in these jurisdictions.  Generally, three years of returns remain subject to examination by major tax jurisdictions.  The state impact, if any, of any federal changes to prior year remains subject to examination for a period of up to five years after formal notification to the states.

 

The Company has evaluated tax positions in accordance with ASC 740, Income Taxes, and has not identified any significant tax positions, other than those disclosed.


Long-Lived Assets


Property and equipment is stated at cost.  Depreciation is computed by the straight-line method over estimated useful lives (3-7 years).  Intellectual property assets are stated at their fair value acquisition cost. Amortization of intellectual property assets is calculated by the straight line method over their estimated useful lives (15 years).  Historical costs are reviewed and evaluated for the net realizable value of the assets. The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of long-lived assets existed at October 31, 2014.


Long-lived assets such as property and equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable.  When required impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  We did not recognize any impairment losses for any periods presented.


Foreign Currency


The Company’s functional currency is the United States Dollar (USD) and its reporting currency is also the USD.  Foreign currency transactions are primarily undertaken in the British Pound (GBP).


The financial statements of the Company are translated to USD in accordance with ASC 830, Foreign Currency Translation Matters.  Assets and liabilities are translated at the current exchange rate prevailing at the balance sheet date. Equity accounts are translated at historical amounts. Revenues and expenses are translated using average rates during the year.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in Stockholders’ Equity.





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Related parties


The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.


Shipping Costs


The company incurs no shipping costs as products and services are web-based and sales are completed on line.


NOTE 3.  GOING CONCERN


The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not yet established an ongoing source of revenue.  As a result, the Company has a net loss, negative operating cash flow, and an accumulated deficit. 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.


Management’s plan to obtain such resources for the Company include, obtaining loans sufficient to meet its minimal operating expenses from management and significant stockholders.  Additionally, management hopes to raise equity funding.  However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.


There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company.  In addition, profitability will ultimately depend upon the level of revenues received from business operations.  However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


NOTE 4.  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS


From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.


Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification (ASC) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements.


In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements – Going Concern; Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern.  The amendments in this update provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures.  The guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter.  Early adoption is permitted but not required.   As the objective of this accounting standard is to provide guidance on the disclosure of uncertainties about an entity’s ability to continue as a going concern, the adoption of this standard is not expected to impact our financial position or results of operations.


In June 2014, the FAAB issued ASU 2014-10, Development Stage Entities (Topic 915):  Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.  The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities and also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk.  These amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein, with early application permitted.  Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities).  As the objective of the amendments in this update is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities our early adoption of this guidance has not impacted our financial position or results of operations.





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NOTE 5.  PREPAID EXPENSES


Prepaid expense totaled $0 and $1,870 at October 31, 2014 and April 30, 2014, respectively; and consisted solely of a legal retainer.


NOTE 6.  PROPERTY AND EQUIPMENT


Property consists of equipment purchased for the production of revenues.  As of:


 

October 31,

 

April 30,

 

2014

 

2014

Property and equipment

1,247

 

1,247

Less accumulated depreciation

1,038

 

882

 Property and equipment, net

209

 

365



Assets are depreciated over their useful lives beginning when placed in service. Depreciation expenses were $78 and $156 for each of the three and six month periods ended October 31, 2014 and 2013.


NOTE 7.  INTANGIBLES


Intangibles consisted of:


 

October 31,

 

April 30,

 

2014

 

2014

Website development

13,174

 

13,174

Instructional videos   

4,816

 

4,816

Less accumulated amortization

3,024

 

2,512

   Intangibles, net

14,967

 

15,478



Intangible assets are amortized over their useful lives beginning when placed in service. Amortization expenses were $254 and $512 for the three and six months ended October 31, 2014 and $271 and $547 for the three and six months ended October 31, 2013, respectively. Estimated aggregate amortization expense is $1,200 for each of the next five years.


NOTE 8.  INCOME TAXES


The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.  As of October 31, 2014, the Company has incurred net losses of approximately $112,100, resulting in a net operating loss for income tax purposes. NOLs begin expiring in 2032.  The loss results in a deferred tax asset of approximately $39,200 at the effective statutory rate of 35%.  The deferred tax asset has been off-set by an equal valuation allowance.


 

 

October 31,

2014

 

April 30,

2014

 

Deferred tax asset, generated from net operating loss at statutory rates

 

$

39,200 

 

$

30,200 

 

Valuation allowance

 

 

(39,2000)

 

 

(30,200)

 

 

 

$

 

$

 








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Table of Contents                                                                                                                                                    Financial Statements




The reconciliation of the effective income tax rate to the federal statutory rate is as follows:


Federal income tax rate

 

 

35.0

%

Increase in valuation allowance

 

 

(35.0

%)

Effective income tax rate

 

 

0.0

%



NOTE 9.  COMMITMENTS AND CONTINGENCIES


Litigation


The Company is not presently involved in any litigation.


Lease Obligations


At October 31, 2014, the Company does not have any capital or operating leases.  The Company uses office space with a value of $300 per month that is contributed in kind by the Company's CEO.


NOTE 10.  RELATED PARTY TRANSACTIONS


Equity


On May 26, 2013, Alexander Farquharson, our President, Secretary, Director, purchased 1,000,000 shares of Company stock from Daniel Martinez (former Treasurer and Director) for $10,000 USD in a private transaction.  Mr. Farquharson used his personal funds to pay for the stock.  As a result of this stock acquisition, Mr. Farquharson is now the holder of 68% of the issued and outstanding stock of the Company, and is thus the sole controlling shareholder. There are no arrangements or understandings between Mr. Farquharson and Daniel Martinez with respect to the election of directors or other matters.


On June 24, 2011, officers-directors purchased 2,000,000 common shares, at a price of $0.01 per share at a total price of $20,000.


Advances from stockholders


From time to time, stockholders of the Company advance funds to the Company for working capital purposes. Those advances are unsecured, non-interest bearing, and due on demand.


Advances during the six months ended October 31, 2014 totaled $9,199.  As of October 31, 2014, advances totaled $32,929. All advances are from our CEO who is also a principal owner of the Company.


Other


The Company neither owns nor leases any real or personal property. Our CEO has provided office space without charge. Rental expense is recorded in the financial statements as additional paid-in capital and totaled $1,800 for the six months ended October 31, 2014.


NOTE 11.  SHAREHOLDERS’ EQUITY


Common Stock


The authorized common stock of the Company consists of 100,000,000 shares with a par value of $0.001.  There were 2,947,500 shares of common stock issued and outstanding as of October 31, 2014.


Initially 947,500 common shares were issued to 27 investors in the Company’s S-1 offering for the aggregate sum of $39,700 in cash. The Regulation S-1 offering was declared effective by the Securities and Exchange Commission on October 23, 2012 and completed on April 18, 2013.


The Company does not have any potentially dilutive instruments as of October 31, 2014 and, thus, anti-dilution issues are not applicable.





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Table of Contents                                                                                                                                                    Financial Statements




Preferred Stock


The authorized preferred stock of the Company consists of 10,000,000 shares with a par value of $0.001.  The Company has not issued any shares of Class A Convertible Preferred Stock as of October 31, 2014.


Pertinent Rights and Privileges


Holders are not entitled to pre-emptive or referential rights to subscribe to unissued stock or other securities. Holders do not have cumulative voting rights.  Preferred stockholders of Class A Convertible Preferred Stock do not have a right to vote their shares.


Additional Paid In Capital


One of our officers contributed office space in period ending October 31, 2014 and 2013 and valued at $1,800.


A non-related party contributed accounting and tax services totaling $2,000 during the period ending October 31, 2014.


NOTE 12.  SUBSEQUENT EVENTS


Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation no events have occurred requiring adjustment or disclosure to the financial statements.

 




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Table of Contents                                                                                                                                                    Financial Statements




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


Forward-looking Statements.


This Quarterly Report of Energizer Tennis, Inc. on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management's best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management's Discussion and Analysis of Financial Condition and Results of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements.


The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.


Critical Accounting Policies and Estimates.


We prepare our consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed consolidated financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our condensed consolidated financial statements.


While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed consolidated financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.


For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2014 Annual Report on Form 10-K.


Overview.  Energizer Tennis Inc. (“Energizer Tennis,” “we,” or the “Company”) was incorporated in the State of Nevada on June 16, 2011.


We are a company specializing in providing expert advice for tennis players of every level through an informative website containing a host of relevant information and professional instructional high definition videos.  Our business includes creating, developing and selling, tennis instructional videos to our customers and other interested parties. Our website (www.energizertennis.com) provides expert advice on technique, strategy and game craft, physical preparation training, and nutrition advice and injury-prevention guidelines. Our objective is to create an online resource where players can access professional and accurate information and video instruction with the option to have their own game analyzed.  The videos have been developed as a series with each video focusing on specific issues including ground-strokes, serve and return, net play, movement on court, racket stringing, singles and doubles tactics, fitness sessions, advanced tactics, shot recognition, physical testing and training, speed/agility, coordination, fitness games in addition to playing on different surfaces.


The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the period ended October 31, 2014, together with notes thereto, which are included in this report.


Change of Control of Registrant

 

As of November 25, 2014, Alexander Farquharson, officer, director and majority shareholder of Energizer Tennis, Inc. (the “Company”), sold all of his restricted common shares in the Company, totaling an aggregate of 2,000,000 shares of the common stock of the Company, to Mayya Khalay in a private transaction.  As a result of this transaction, Mayya Khalay owns approximately 68% of the issued and outstanding shares of common stock of the Company and is the now the majority shareholder of the Company.




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Table of Contents                                                                                                                                                    Financial Statements





For the three and six months ended October 31, 2014, as compared to the three and six months ended October 31, 2013.


Results of Operations.


Revenues. We had no revenues or profits for the three and six months ended October 31, 2014 and 2013. We expect revenues as we continue operations and implement our business plan.


Operating Expenses. For the three and six months ended October 31, 2014, our total operating expenses were $20,674 and $25,748. Expenses were attributable to depreciation and amortization of $331 and $667, general and administrative expenses of $10,255 and $12,368, and professional fees of $9,923 and $12,548 respectively. Our general and administrative expenses were primarily attributable to payments for rent and transfer agent fees which included costs to obtain DTC certification. We successfully became DTCC full service eligible on August 29, 2014. Our professional fees primarily consisted of audit and review fees, accounting and tax fees and EDGAR fees. In comparison, our total operating expenses for the three and six months ended October 31, 2013 were $15,886 and $26,139, respectively, which consisted primarily of legal and accounting fees associated with becoming a public company.


Net Profit/Loss. For the three and six months ended October 31, 2014, our net loss was $20,674 and $25,748. In comparison, our net loss for the three and six months ended October 31, 2013 was $15,886 and $26,139. The reduction in relative net loss is directly attributable to lower operating expenses. We expect to continue to incur net losses for the foreseeable future related to the sale of our products and services until we generate significant revenue from sales.


Liquidity and Capital Resources.  As of October 31, 2014, we have cash of $44 which constitutes our total current assets. Our total assets of $15,220 consist of our current assets of $44 and fixed assets which are comprised of intangibles, comprised of website development valued at $10,613 and instructional video valued at $4,354, and plant, property and equipment valued at $209.


As of October 31, 2014, we had total liabilities of $48,405, which were comprised of accounts payable of $5,200, accrued expenses of $10,276 and advances from stockholders of $32,929.  We have no long-term liabilities or commitments or contingencies.


In the opinion of management, available funds are not sufficient to satisfy our working capital requirements for the next twelve months. We cannot guarantee that we will obtain additional financing or generate sufficient revenues to meet our working capital requirements. Our failure to raise additional capital will negatively impact our business and, potentially, our ability to continue operations.  Accordingly, the notes to our financial statements for the period ended October 31, 2014 disclose uncertainty as to our ability to continue as a going concern.


Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors.  We intend to pursue capital through public or private financing as well as borrowings and other sources, such as our officers and directors. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, we hope that our officers and directors will contribute funds to pay for our expenses to achieve our objectives over the next twelve months, although we cannot guarantee they will do so.  We have no formal or informal arrangement with any of our officers, directors or principal shareholders to advance funds to us.


We do not anticipate that we will purchase any significant equipment if we raise the necessary funds in this offering. In the event that we generate significant revenues and expand our operations, then we may need to hire additional employees or independent contractors.


We are not currently conducting any research and development activities. We do not anticipate conducting such activities in the near future.


Off Balance Sheet Arrangements


We had no off balance sheet arrangements at October 31, 2014.


Item 3. Quantitative and Qualitative Disclosures about Market Risk.


Not applicable.







14



Table of Contents                                                                                                                                                    Financial Statements




Item 4. Controls and Procedures.


Evaluation of disclosure controls and procedures. We maintain disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.


Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of October 31, 2014.  Based on their evaluation, our chief executive officer and chief financial officer have concluded that, as of October 31, 2014, our disclosure controls and procedures were not effective.


For a full discussion of our internal control over financial reporting, please refer to Item 9A, “Controls and Procedures” in our 2014 Annual Report on Form 10-K.


Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





15



Table of Contents                                                                                                                                                    Financial Statements




PART II — OTHER INFORMATION


Item 1. Legal Proceedings.


None.


Item 1A. Risk Factors.


Not applicable.


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


None.


Item 3. Defaults Upon Senior Securities.


None.


Item 4. Mine Safety Disclosures.


Not applicable.


Item 5. Other Information.


None.


Item 6. Exhibits.


31.1

Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934 (1)

31.2

Certification of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934 (1)

32.1

Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

32.2

Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

101.ins

Instance Document (1)

101.sch

XBRL Taxonomy Schema Document (1)

101.cal

XBRL Taxonomy Calculation Linkbase Document (1)

101.def

XBRL Taxonomy Definition Linkbase Document (1)

101.lab

XBRL Taxonomy Label Linkbase Document (1)

101.pre

XBRL Taxonomy Presentation Linkbase Document (1)

 

(1)  

 

 Filed herewith.





16



Table of Contents                                                                                                                                                    Financial Statements




SIGNATURES

 

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

 

 

  

Energizer Tennis, Inc.,

a Nevada corporation

  

  

  

  

  

December 18, 2014

By:

/s/ Alexander Farquharson

  

  

 

Its:

Alexander Farquharson

President, Chief Executive Officer, Secretary, Director

(Principal Executive Officer)

 

  





17