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EX-32 - 906 CERTIFICATION - High Sierra Technologies, Inc.ex32.htm
EX-31 - 302 CERTIFICATION OF MELISSA LADAKIS - High Sierra Technologies, Inc.ex312.htm
EX-31 - 302 CERTIFICATION OF MICHAEL VARDAKIS - High Sierra Technologies, Inc.ex311.htm

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 March 31, 2018


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


For the transition period from ____________ to____________


Commission File No. 000-52036


GULF & ORIENT STEAMSHIP COMPANY, LTD.

(Exact name of Registrant as specified in its charter)


Colorado

84-1344320

(State or Other Jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

  


601 South State Street

Salt Lake City, Utah  84101

(Address of Principal Executive Offices)


(801) 550-5800

(Registrant’s telephone number, including area code)


N/A

(Former name, former address and former fiscal year,

if changed since last report)


Indicate by check mark whether the Registrant has (1) 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes [X]   No [  ].  The Company does not have a corporate Web site.


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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]

                                                                                                                        Emerging growth company [X]





If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]


Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X] No [  ]


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS


Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court.


Not applicable.


APPLICABLE ONLY TO CORPORATE ISSUERS


Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:  May 21, 2018 – 1,719,093 shares of common stock.



2





FORWARD-LOOKING STATEMENTS


In this Quarterly Report on Form 10-Q, references to “Gulf,” the “Company,” “we,” “us,” “our” and words of similar import refer to Gulf & Orient Steamship Company, Ltd., unless the context requires otherwise.


This Quarterly Report contains forward-looking statements within the meaning of 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”).  In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this report. These factors include, among others:


·

our ability to raise capital;

·

our ability to identify suitable acquisition targets;

·

our ability to successfully execute acquisitions on favorable terms;

·

declines in general economic conditions in the markets where we may compete;

·

unknown environmental liabilities associated with any companies we may acquire; and

·

significant competition in the markets where we may operate.


You should read any other cautionary statements made in this Quarterly Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. You should read this Quarterly Report completely. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.




3





JUMPSTART OUR BUSINESS STARTUPS ACT DISCLOSURE

We qualify as an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act of 1933, as amended (the “Securities Act”), as amended by the Jumpstart Our Business Startups Act (the “JOBS Act”). An issuer qualifies as an “emerging growth company” if it has total annual gross revenues of less than $1.0 billion during its most recently completed fiscal year, and will continue to be deemed an emerging growth company until the earliest of:


 

the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1.0 billion or more;


 

the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement;


 

the date on which the issuer has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or


 

the date on which the issuer is deemed to be a “large accelerated filer,” as defined in Section 240.12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).


As an emerging growth company, we are exempt from various reporting requirements. Specifically, we are exempt from the following provisions:


 

Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires evaluations and reporting related to an issuer’s internal controls;


 

Section 14A(a) of the Exchange Act, which requires an issuer to seek shareholder approval of the compensation of its executives not less frequently than once every three years; and


 

Section 14A(b) of the Exchange Act, which requires an issuer to seek shareholder approval of its so-called “golden parachute” compensation, or compensation upon termination of an employee’s employment.


Under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards that have different effective dates for public and private companies until such time as those standards apply to private companies. We have elected to use the extended transition period for complying with these new or revised accounting standards. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to the financial statements of companies that comply with public company effective dates. If we were to elect to comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.





4




PART I


Item 1.  Financial Statements


The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant and include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Registrant’s Financial Statements. The results from operations for the three months ended March 31, 2018, are not necessarily indicative of the results that may be expected for the year ended December 31, 2018. The unaudited condensed Financial Statements should be read in conjunction with the December 31, 2017, Financial Statements and footnotes thereto included in the Registrant’s Form 10-K Annual Report for the year ended December 31, 2017, filed with the Securities and Exchange Commission on April 17, 2018.










GULF & ORIENT

STEAMSHIP COMPANY, LTD.


UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


For the Periods Ended March 31, 2018, and 2017








5





CONTENTS




 

PAGE

 

 

 

 

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

7

 

 

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

8

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

9

 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

10








6






GULF & ORIENT STEAMSHIP COMPANY, LTD.


CONSOLIDATED BALANCE SHEETS


 

 

March 31,

 

December 31,

 

 

2018

 

2017

ASSETS

 

(Unaudited)

 

 

CURRENT ASSETS

 

 

 

 

  Cash

$

-

$

32

 

 

 

 

 

     TOTAL CURRENT ASSETS

 

-

 

32

 

 

 

 

 

TOTAL ASSETS

$

-

$

32

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

  Bank overdraft

$

8

$

-

  Accounts payable

 

144,640

 

144,590

  Notes, advances, and interest payable - related parties

 

291,803

 

285,381

 

 

 

 

 

     TOTAL CURRENT LIABILITIES

 

436,451

 

429,971

 

 

 

 

 

     TOTAL LIABILITIES

 

436,451

 

429,971

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

Preferred stock no par value, non-voting, 5,000,000 shares authorized; 0 shares issued and outstanding

 

-

 

-

Common stock no par value, 50,000,000 shares authorized; 1,719,093 shares issued and outstanding

 

11,781

 

11,781

Retained deficit

 

(448,232)

 

(441,720)

 

 

 

 

 

     TOTAL STOCKHOLDERS’ DEFICIT

 

(436,451)

 

(429,939)

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$

-

$

32









See Notes to Unaudited Consolidated Financial Statements.




7






GULF & ORIENT STEAMSHIP COMPANY, LTD.


UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS


 

 

For the

 

 

Three Months Ended

 

 

March 31,

 

 

2018

 

2017

 

 

 

 

 

Income

$

-

$

-

 

 

 

 

 

Operating Expenses

 

 

 

 

  General and administrative expenses

 

90

 

3,702

    Total Operating Expenses

 

90

 

3,702

 

 

 

 

 

Other Income and Expenses

 

 

 

 

  Interest expense - related parties

 

6,422

 

5,613

    Total Other Income and Expenses

 

6,422

 

5,613

 

 

 

 

 

LOSS BEFORE TAXES

 

(6,512)

 

(9,315)

 

 

 

 

 

Provision for Income Taxes

 

-

 

-

 

 

 

 

 

NET LOSS

$

(6,512)

$

(9,315)

 

 

 

 

 

LOSS PER COMMON SHARE:

 

 

 

 

 

 

 

 

 

Basic and diluted net (loss) per weighted average common share outstanding

$

(0.00)

$

(0.01)

 

 

 

 

 

Weighted average number of common shares outstanding

 

1,719,093

 

1,719,093














See Notes to Unaudited Consolidated Financial Statements.



8




GULF & ORIENT STEAMSHIP COMPANY, LTD.


UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS



 

 

For the

 

 

Three Months Ended

 

 

March 31,

 

 

2018

 

2017

OPERATING ACTIVITIES

 

 

 

 

  Net loss

$

(6,512)

$

(9,315)

 Changes in operating liabilities:

 

 

 

 

  Increase (decrease) in accounts payable

 

50

 

(5,930)

  Increase in accrued interest on notes payable - related parties

 

6,422

 

5,613

 

 

 

 

 

   NET CASH USED IN OPERATING ACTIVITIES

 

(40)

 

(9,632)

 

 

 

 

 

INVESTING ACTIVITIES

 

-

 

-

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

  Increase in checks drawn in excess of bank balance

 

8

 

5,992

  Proceeds from notes payable - related parties

 

-

 

3,640

 

 

 

 

 

   NET CASH PROVIDED BY FINANCING ACTIVITIES

 

8

 

9,632

 

 

 

 

 

   NET INCREASE (DECREASE) IN CASH

 

(32)

 

-

 

 

 

 

 

   CASH AT BEGINNING OF PERIOD

 

32

 

-

 

 

 

 

 

   CASH AT END OF PERIOD

$

-

$

-

 

 

 

 

 

SUPPLEMENTAL CASH FLOW DISCLOSURES:

 

 

 

 

Cash paid for:

 

 

 

 

  Interest

$

-

$

-

  Income taxes

$

-

$

-











See Notes to Unaudited Consolidated Financial Statements.



9




GULF & ORIENT STEAMSHIP COMPANY, LTD.


NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1:

SUMMARY OF HISTORY AND SIGNIFICANT ACCOUNTING POLICIES


Basis of presentation

 

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


Nature of Operations


The Company was incorporated in the State of Colorado on May 9, 1996. The Company originally intended to engage in the business of marine transportation. These plans did not materialize, and the Company is currently considering alternative business opportunities.


On November 1, 2017, the Company incorporated Gulf Acquisition, Inc., a Utah corporation for the sole purpose of completing an Agreement and Plan of Merger.  This wholly-owned subsidiary has had no activities since it was incorporated.


Pursuant to the terms of the Merger Agreement, the parties had until December 15, 2017, to complete the Merger Agreement (the “Termination Date”).  The conditions of the Merger Agreement were not satisfied by the Termination Date, and therefore, the Merger Agreement has been terminated.


Income Taxes


The Company utilizes the liability method of accounting for income taxes as set forth in ASC Topic 740, “Accounting for Income Taxes.” Under the liability method, deferred taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.


Estimates


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


Cash and Cash Equivalents


For purposes of reporting cash flows, the Company considers all highly-liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.


Revenue Recognition


The Company plans to recognize revenue when the following four conditions are present: (1) persuasive evidence of an agreement exists, (2) the price is fixed or determinable, (3) delivery has occurred or services are rendered, and (4) collection is reasonably assured.


Income (Loss) Per Common Share


Income (Loss) per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the periods presented. Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. The Company has no potentially dilutive securities, such as convertible preferred stock, options, or warrants, outstanding during the periods presented. Accordingly, basic and dilutive loss per common share are the same.


Recently Issued Accounting Pronouncements


The Company has reviewed recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.


Fair Value of Financial Instruments


It is not practicable to estimate the fair value of related party loans because there is no established market for these loans and it is inappropriate to estimate future cash flows, which are largely dependent on the Company establishing or acquiring operations at some future point. No financial instruments are held for trading purposes.


NOTE 2:

INCOME TAXES


At March 31, 2018, the Company had a net operating loss carryover of approximately $448,000 which expires from 2018 to 2037.


However, due to the fact that the Company has had a change in control, the loss will most likely never be utilized.


On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Company does not have any foreign earnings and therefore, we do not anticipate the impact of a transition tax. We have remeasured our U.S. deferred tax assets at a statutory income tax rate of 21%. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of any transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118, and no later than fiscal year end December 31, 2018.


At March 31, 2018, the Company had a deferred tax asset relating to the net operating losses, which includes accrued related interest of $116,000 at newly enacted Federal rates of 21% in the amount of $94,000. The amount has been reserved 100% due to the Company’s history of losses.


The increase in the valuation allowance was $1,692 and $3,633 for the periods ended March 31, 2018 and 2017, respectively.


Components of income tax are as follows:


 

 

Three Months Ended

March 31,

 

 

2018

 

2017

Current

 

 

 

 

Federal

$

-

$

-

State

 

-

 

-

Deferred

 

-

 

-

 

$

-

$

-




10




A reconciliation of the provision for income tax expense with the expected income tax computed by applying the federal statutory income tax to income before provision for income taxes is as follows:


 

 

Three Months Ended

March 31,

 

 

2018

 

2017

Income tax computed at

 

 

 

 

Federal statutory tax rate (21 % for 2018 and 34% for 2017)

$

(1,367)

$

(3,167)

State taxes (net of federal benefit)

 

(325)

 

(466)

Effect of rate changes on deferred tax

  assets and valuation allowance

 

-

 

-

Change in valuation allowance

 

1,692

 

3,633

 

$

-

$

-


The Company complies with the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized approximately no increase in the liability for unrecognized tax benefits. The Company has no tax position at March 31, 2018 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at March 31, 2018. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its limited activities. Tax years 2016 through 2018 are open to examination by the tax authorities.


NOTE 3: COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS


Agreement and Plan of Merger


On November 7, 2017, we, along with our newly formed wholly-owned subsidiary, Gulf Acquisition, and our President, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with US 3D Printing, Inc., a Utah corporation (“US 3D”), and certain of its principals and majority shareholders.  Additional information about the Merger Agreement is contained in the Company’s 8-K Current Report dated November 7, 2017, and filed with the SEC on November 9, 2017, and which, together with a copy of the Merger Agreement, is incorporated therein.


Pursuant to the terms of the Merger Agreement the parties had until December 15, 2017, to complete the Merger Agreement (the “Termination Date”), and could terminate the Merger Agreement if the conditions precedent to the Closing had not been satisfied on or before such date.  Further, the Company could terminate the Merger Agreement if the conditions provided in Article 5 thereof had not been satisfied by the Termination Date; and similarly, US 3D could terminate the Merger Agreement if the conditions provided in Article 5 thereof had not been satisfied by the Termination Date. The conditions of the Merger Agreement were not satisfied by the Termination Date, and therefore, the Merger Agreement has been terminated.


Management of the Company has conducted a diligent search and concluded that there were no other commitments, contingencies, or legal matters pending at the balance sheet dates that have not been disclosed.


NOTE 4: NOTES PAYABLE - RELATED PARTIES


At March 31, 2018, the Company owed $291,803 and as of December 31, 2017, the Company owed $285,381 to related parties for money advanced to the Company or expenses paid on behalf of the Company; $2,500 is non-interest bearing, $2,600 bears annual interest at 24%, $9,286 bears interest at 6%, $3,500 bears annual interest at 7%, $153,512 bears annual interest at 9%, $2,800 bears annual interest at 10% and $1,000 bears annual interest at 18%. The Company received proceeds from these related parties of $0 and $3,640 during the periods ended March 31, 2018 and 2017, respectively, and did not make any repayments during those periods. The Company accrued $6,422 and $5,613 in interest during the periods ended March 31, 2018 and 2017, respectively. The notes are all due on demand. Total principal and accrued interest at March 31, 2018, was $175,198 and $116,605, respectively, resulting in the total payable balance of $291,803.


During 2014, the Company and the President agreed to accrue $3,000 of interest on previous non-interest bearing obligations of about $29,235 and began charging 9% interest on such obligations, effective January 1, 2015.


During the year ended December 31, 2007, the Company converted two notes into its common stock. One note for $5,000 was due on October 13, 2005 and accrued a total interest of $2,500 on that date. This note was converted to common stock at $.07 per share for 71,429 shares. The $2,500 interest on the note is still outstanding and is included in the note payable balance at March 31, 2018.


A second note for $2,500 was converted to common stock during the year ended December 31, 2007, at $.07 per share for 35,714 shares. Accrued interest on the note was not converted and is included in the note payable balance at March 31, 2018.


NOTE 5: GOING CONCERN


The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At March 31, 2018, the Company had a retained deficit of $448,232 and a working capital deficit of $436,451 which raises substantial doubt about the Company’s ability to continue as a going concern.


The Company’s continued existence is dependent on its ability to generate sufficient cash flow to cover operating expenses and to invest in future operations. Management is actively pursuing possible business opportunities. The Company will look to related parties to fund continuing operations until a suitable business opportunity is identified.


NOTE 6: SUBSEQUENT EVENTS


The Company has evaluated events from March 31, 2018, through the date whereupon the consolidated financial statements were issued and has determined that there are no additional items to disclose.




11




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


Forward-looking Statements


Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.


Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.


Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.


Plan of Operation


Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected.


During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing; the payment of our Securities and Exchange Commission and Exchange Act reporting filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization.  We anticipate that these funds will be provided to us in the form of loans from Michael Vardakis, our current President.  There are no written agreements requiring Mr. Vardakis to provide these cash resources; and to the extent funds are provided, such funds will bear interest and will be due on demand.  As of the date of this Quarterly Report, we have not actively begun to seek any business or acquisition candidate.  


Results of Operations


We have generated no revenues since inception.  We had net losses of ($6,512) and ($9,315) for the three months ended March 31, 2018, and 2017, respectively.  Primarily all of these losses are the result of legal and accounting expenses.


Liquidity


We had $0 cash as of March 31, 2018.


During the next 12 months, our only foreseeable cash requirements will relate to the payment of our Securities and Exchange Commission and Exchange Act reporting filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization.  We do not have any cash reserves to pay for our administrative expenses for the next 12 months.  In the event that additional funding is required in order to keep us in good standing, we may attempt to raise such funding through loans or through additional sales of our common stock.




12




Item 3.  Quantitative and Qualitative Disclosures About Market Risk.


Not required.


Item 4.  Controls and Procedures.


Evaluation of disclosure controls and procedures


Our management, with the participation of our chief executive officer and acting chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our 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.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.


Based on that evaluation, our chief executive officer and acting chief financial officer concluded that, as of March 31, 2018, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and acting chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.


Changes in internal control over financial reporting


Our management, with the participation of the chief executive officer and acting chief financial officer, has concluded there were no significant changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II - OTHER INFORMATION


Item 1. Legal Proceedings.


None; not applicable.


Item 1A.  Risk Factors.


Not required.


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


None; not applicable.


Item 3. Defaults Upon Senior Securities.


None; not applicable.


Item 4. Mine Safety Disclosures.


None; not applicable.


Item 5. Other Information.


None; not applicable.


Item 6. Exhibits.


Exhibit No.                         Identification of Exhibit


31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Michael Vardakis, President and Director.

31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Melissa Ladakis, Secretary, Treasurer, Acting Chief Financial Officer and Director

32

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Michael Vardakis, President and Melissa Ladakis, Secretary, Treasurer, Acting Chief Financial Officer.

101.INS

XBRL Instance Document

101.PRE.

XBRL Taxonomy Extension Presentation Linkbase

101.LAB

XBRL Taxonomy Extension Label Linkbase

101.DEF

XBRL Taxonomy Extension Definition Linkbase

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

101.SCH

XBRL Taxonomy Extension Schema


8-K Current Report dated November 7, 2017, and filed with the SEC on November 9, 2017.*


*

Incorporated by reference.


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


Gulf & Orient Steamship Company, Ltd.


Date:

May 21, 2018

  

By:

/s/Michael Vardakis

  

  

  

  

Michael Vardakis, President  and Director


Date:

May 21, 2018

  

By:

/s/Melissa Ladakis

  

  

  

  

Melissa Ladakis, Secretary, Treasurer and Acting Chief Financial Officer




13