UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual report under
Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2014.
[ ] Transition report
under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _______ to _______.
Commission
file number: 000-504802
TRANSATLANTIC
CAPITAL INC.
(Name of Registrant in Its Charter)
Nevada |
98-0377767 |
(State or Other Jurisdiction of Incorporation or |
(I.R.S. Employer Identification No.) |
Organization) |
|
30100 Telegraph Road
Suite 366
Bingham Farms, MI 48025
(Address of Principal Executive
Offices)
(404)537-2900
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of
the Exchange Act:
None
Securities registered under Section 12(g) of
the Exchange Act:
Common Stock, $0.001 par
value
Indicate by check mark if the registrant is
a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No x
Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No ☐
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 ☐ No x
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. ☐
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 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 ☐ |
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). Yes x No ☐
At June 30, 2014, the aggregate market value
of shares of common stock held by non-affiliates of the registrant computed by reference to the average bid and asked price was
approximately $1,096,000 (based upon a closing bid price of $2.998 per share and 365,622 shares held by non-affiliates on June
30, 2014.)
At January 6, 2016 there were 21,365,622 shares
of the registrant’s common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Cautionary Note Regarding Forward Looking Statements
PART I
Item 1. |
Business |
4 |
Item 1A. |
Risk Factors |
8 |
Item 1B. |
Unresolved Staff Comments |
12 |
Item 2. |
Properties |
12 |
Item 3. |
Legal Proceedings |
12 |
Item 4. |
Mine Safety Disclosures |
12 |
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PART II |
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Item 5. |
Market for Registrant’s Common Equity,
Related Stockholder Matters and Issuer Purchases of
Equity Securities |
13 |
Item 6. |
Selected Financial Data |
14 |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
14 |
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
15 |
Item 8. |
Financial Statements and Supplementary Data |
15 |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
16 |
Item 9A. |
Controls and Procedures |
16 |
Item 9B. |
Other Information |
17 |
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PART III |
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Item 10. |
Directors, Executive Officer and Corporate Governance |
18 |
Item 11. |
Executive Compensation |
21 |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
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Item 14. |
Principal Accountant Fees and Services |
23 |
PART IV
Item 15. |
Exhibits, Financial Statement Schedules |
23 |
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CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
Certain
statements contained in this Annual Report on Form 10-K other than historical facts, may be considered 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”). We intend for all such forward-looking statements
to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act
and Section 21E of the Exchange Act, as applicable by law. Such statements include, in particular, statements about our plans,
strategies, and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause
actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee
of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking
terminology such as “may,” “will,” “would,” “could,” “should,” “expect,”
“intend,” “anticipate,” “estimate,” “believe,” “continue,” or other
similar words.
Although
we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results
and performance could differ materially from those set forth in the forward-looking statements. Factors which could have a material
adverse effect on our operations and future prospects include, but are not limited to:
• our
ability to raise debt or equity funding;
• our ability
to effectively deploy the proceeds raised in any debt or equity financing;
• changes
in economic conditions generally and the real estate and securities markets;
Further, the effect of financial
leverage, including changes in interest rates, availability of credit, loss of flexibility due to negative and affirmative covenants,
refinancing risks at maturity and generally the increased risk of loss if our investments fail to perform as expected.
Forward-looking
statements that were true at the time made may ultimately prove to be incorrect or false. We caution readers not to place undue
reliance on forward-looking statements, which reflect our management’s view only as of the date this Annual Report on Form
10-K is filed with the Securities and Exchange Commission (the “SEC”). We make no representation or warranty (express
or implied) about the accuracy of any such forward-looking statements contained in this Annual Report on Form 10-K. Additionally,
we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated
events or changes to future operating results. The forward-looking statements should be read in light of the risk factors identified
in “Item 1A — Risk Factors” of this Annual Report on Form 10-K.
3
PART I
Description
of Business
Corporate History and Background
Corporate Overview
We were incorporated under the laws of the
State of Nevada on May 22, 2002, under the name of Medina International Corp. On May 4, 2006, we changed our name to ACRO Inc.
On May 28, 2014 we changed our name to Transatlantic Capital Inc.
Initially, our business had been to provide
professional consulting services for the technical and economic evaluation of petroleum and natural gas resources. We were not
successful with this business endeavor. We then endeavored to exploit a patent that we purchased (Patent No. 6.767,717) for the
detection of peroxide-based explosives. Due to rising costs, our cash flow was adversely affected and with additional financing
unavailable we terminated this business.
At December 31, 2014 we had no business operations.
Reverse Split
In January 2012, we effectuated a one for ten
(1:10) reverse stock split of our common stock.
In May 2014, we reverse split our common stock
on a 1:150 basis.
Change in Control
On
May 27, 2014, a change of control of the Company took place. In connection with the change in control, Joshua Griggs was appointed
our Chief Executive Officer and Director, Adrienne L. Lucas was appointed our Chief Operating Officer, Corporate Secretary
and Director and Kandance W. Norris was appointed a director.
Business Objective:
We are currently a shell entity. We have no
business operations and nominal cash available to conduct operations
We have relied on loans from our officers,
directors and shareholders to finance our operations. We have no commitment for additional funding. As a result, we will require
a significant cash infusion to commence operations and implement our business plan. With a new and experienced management team,
our goal is to take advantage of opportunities in the real estate field. As more specifically described below, we intend to identify
unique opportunities in commercial properties in the retail, office and industrial sectors throughout the United States and Canada.
We intend to accomplish these goals by identifying properties or assets which can be acquired with favorable loan to value ratios,
with credit worthy tenants under long term lease agreements.
The implementation of our business plan will
require a significant cash infusion of which there can be no assurance.
Investment Objectives and Policies
Our investment strategy is to invest
in, purchase, develop and sell within a diversified portfolio of commercial properties in the retail, office and industrial sectors
that are leased to creditworthy tenants under long-term net leases, and are strategically located throughout the United States
and Canada. Our investment in commercial properties will be limited to the retail, office and industrial sectors that meet our
investment criteria. The actual percentage of our portfolio that is invested in retail, office and industrial property categories
may fluctuate due to market conditions and investment opportunities.
4
Our
primary investment objectives are:
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to acquire quality commercial real estate properties,
net leased under long-term leases to creditworthy
tenants, which provide current operating cash
flow; and |
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• |
to provide a stable source of operating income;
and benefit from any capital appreciation of our investments
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We cannot assure investors that we
will achieve any of these objectives. Our Board of Directors will at all times have ultimate oversight over our investments.
Acquisition and Investment Policies:
The following discussion assumes that we
are able to secure a minimum of $50 million in debt or equity financing. To the extent that we cannot secure this financing, we
may not be able to implement our business plan. Further, until we secure the necessary financing, we will remain a “shell”
company.
Commercial
Real Estate Properties
We will invest primarily in single-tenant,
necessity commercial properties, which are leased to creditworthy tenants under long-term net leases and provide current operating
cash flow. We use the term necessity commercial properties to describe retail properties that are important to customers and office
and industrial properties that are essential to the business operations of a corporate tenant. The actual percentage of our portfolio
that is invested in the retail, office and industrial property categories may fluctuate due to market conditions and investment
opportunities.
Necessity retail describes companies
that provide consumers with products that are important to, and part of, their everyday lives. Examples of necessity retail properties
include pharmacies, home improvement stores, national superstores, restaurants and regional retailers that provide products considered
necessities to that region. Historically, the retail sector of commercial real estate has been able to withstand most market cycles
better than other sectors, due to the long-term resilience of consumer spending.
- Necessity office and industrial properties are essential to the business
operations of a corporate tenant, typically due to one or more of the following factors:
- difficulty of replacement or prohibitive costs to relocate;
- sole or major location for its distribution or office operations
- proximity to its distribution, manufacturing, research facilities or
customer base;
- lower labor, transportation and/or operating costs;
- more stable labor forces;
- optimal access to transportation networks that enable efficient distribution;
and
- Significant amounts of tenant funded capital improvements, such as
customized computer systems, information technology or cooling and refrigeration systems
For example,
distribution facilities, warehouses, manufacturing plants and corporate or regional headquarters are often considered to be necessity
office and industrial properties. We believe that necessity office and industrial properties provide a relatively greater level
of stability than other office and industrial property types because necessity properties typically involve long-term leases and
experience relatively low tenant turnover. We also believe that, as a result of recent and ongoing business developments, such
as the role of the internet in the distribution of products, globalization of importing and exporting products and consolidation
of businesses requiring office buildings to accommodate a single tenant, there is, and we expect there will continue to be, increasing
demand by commercial tenants for necessity office and industrial properties.
5
Our goal
is to acquire a portfolio of commercial properties that are diversified by way of location and industry, in order to minimize the
potential adverse impact of economic slow-downs or downturns in local markets or a specific industry. There is no limitation on
the number, size or type of properties that we may acquire or on the percentage of net proceeds of the Offering that may be invested
in a single property. The number and mix of properties comprising our portfolio will depend upon real estate market conditions
and other circumstances existing at the time we acquire properties, and the amount of proceeds we raise in any debt or equity financing.
We are not restricted to investments in commercial properties and we will not forgo a high quality investment because it does not
precisely fit our expected portfolio composition.
We intend
to incur debt to acquire properties. In addition, from time to time, we may acquire some properties without financing and later
incur mortgage debt secured by one or more of such properties if favorable financing terms are available.
Retail
Real Estate Properties.
We expect
the portion of our portfolio allocated to retail real estate properties will focus on regional or national name brand retail businesses
with creditworthy and established track records. It is our present intention to hold substantially all of the retail properties
that we acquire for a period in excess of five years. We will also pursue properties leased to tenants representing a variety of
retail industries to avoid concentration in any one industry. These industries include all types of retail establishments, such
as big box retailers, convenience stores, drug stores and restaurant properties. We expect that some of these investments will
provide long-term value by virtue of their size, location, quality and condition, and lease characteristics.
We believe
that focusing on the acquisition of single-tenant and multi-tenant necessity retail properties net leased to creditworthy tenants
presents lower investment risks and greater stability than many other sectors of today’s commercial real estate market. By
acquiring single-tenant and multi-tenant retail properties, we believe that lower than expected results of operations from one
or a few investments will not necessarily preclude our ability to realize our investment objective of cash flow from our overall
portfolio. We believe this approach can result in less risk to investors than an investment approach that targets other asset classes.
In addition, we believe that retail properties under long-term triple net and double net leases offer a distinct investment advantage
since these properties generally require less management and operating capital, have less recurring tenant turnover and, with respect
to single tenant properties, often offer superior locations that are less dependent on the financial stability of adjoining tenants.
In addition, since we intend to acquire properties that are geographically diverse, we expect to minimize the potential adverse
impact of economic slowdowns or downturns in local markets.
Many retail
companies today are entering into sale-leaseback arrangements as a strategy for applying capital that would otherwise be applied
to their real estate holdings to their core operating businesses. We believe that our investment strategy will enable us to take
advantage of the increased emphasis on retailers’ core business operations in today’s competitive corporate environment
as many retailers attempt to divest from real estate assets.
Office
and Industrial Real Estate Properties.
We expect
that our office properties will include recently constructed, high quality, low, mid- or high-rise office buildings that are necessary
to a principal tenant, subject to a long-term net lease, and used for purposes such as a corporate, regional or product-specific
headquarters. We also expect that our industrial property portfolio will include recently constructed, high quality industrial
properties that are necessary to a single principal tenant, subject to a long-term net lease, and used for purposes such as warehousing,
distribution, light manufacturing, research and development, or industrial flex facilities. It is our present intention to hold
substantially all of the office and industrial properties that we acquire for a period of more than seven years.
We expect
that some of our office and industrial properties will be multi-tenant properties, anchored by one or more principal tenants, who
are creditworthy and subject to long-term net leases. We expect that, from time to time, we may invest in corporate development
projects, designed to construct an income producing office or industrial property to serve one or more creditworthy tenants.
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Real
Estate Underwriting Process
In evaluating
potential property acquisitions consistent with our investment objectives, we will apply established underwriting processes to
determine the creditworthiness of potential tenants. Similarly, we will apply our credit underwriting criteria to possible new
tenants when we are re-leasing properties in our portfolio. Our underwriting process may include analyzing the financial data and
other available information about the tenant, such as income statements, balance sheets, net worth, cash flow, business plans,
data provided by industry credit rating services, and/or other information we deem relevant. In addition, we may obtain guarantees
of leases by the corporate parent of the tenant. In many instances, especially in sale-leaseback situations where we are acquiring
a property from a company and simultaneously leasing it back to the company under a long-term lease, we will meet with the tenant’s
senior management to discuss the company’s business plan and strategy.
Description
of Leases
In most
instances, we will acquire tenant properties with existing double net or triple net leases. “Net” leases mean leases
that typically require tenants to pay all or a majority of the operating expenses, including real estate taxes, special assessments
and sales and use taxes, utilities, maintenance, insurance and building repairs related to the property, in addition to the lease
payments. Triple net leases typically require the tenant to pay all costs associated with a property in addition to the base rent
and percentage rent, if any, including capital expenditures for the roof and the building structure. Double net leases typically
hold the landlord responsible for the capital expenditures for the roof and structure, while the tenant is responsible for all
lease payments and remaining operating expenses associated with the property. Double net and triple net leases help ensure the
predictability and stability of our expenses.
Not all
of our leases will be net leases. With respect to our multi-tenant properties, we expect to have a variety of lease arrangements
with tenants. Since each lease is an individually negotiated contract between two or more parties, each lease will have different
obligations of both the landlord and the tenant. Many large national tenants have standard lease forms that generally do not vary
from property to property. We will have limited ability to revise the terms of leases to those tenants. We may acquire properties
subject to “gross” leases. “Gross” leases means leases that typically require the tenant to pay a flat
rental amount, and we would pay for all property charges regularly incurred as a result of our owning the property. When spaces
in a property become vacant, existing leases expire, or we acquire properties under development or requiring substantial refurbishment
or renovation, we anticipate entering into net leases.
Typically,
we expect to enter into leases that have existing terms of ten years or more; however, certain leases may have a shorter term.
We may acquire properties under which the lease term has partially expired. We also may acquire properties with shorter lease terms
if the property is in an attractive location, if the property is difficult to replace, or if the property has other significant
favorable real estate attributes. Under most commercial leases, tenants are obligated to pay a predetermined annual base rent.
Some of the leases also will contain provisions that increase the amount of base rent payable at points during the lease term.
We expect that many of our leases will contain periodic rent increases.
Other
Possible Commercial Real Estate Investments
Although
we expect to invest primarily in necessity retail, office and industrial properties, we also may invest in other income-producing
properties, where the properties share some of the same characteristics as our core properties, including one or more principal,
creditworthy tenants, long-term leases, and/or strategic locations. We may also invest in ground leases.
Investment
Decisions
Our Board
of Directors has substantial discretion with respect to the selection of our specific investments. In making an investment decision,
our board may consider such factors as:
7
| · | Tenant rolls and tenant creditworthiness; |
| · | Property Location, visibility and access; |
| · | Age, physical condition and street appeal of the property; |
| · | Local market conditions including vacancy rates; |
Because
the factors considered, including the specific weight we will place on each factor, vary for each potential investment, we do not,
and are not able to, assign a specific weight or level of importance to any particular factor.
Item 1A. Risk Factors
THE RISKS AND UNCERTAINTIES DESCRIBED BELOW
ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN OR THAT WE CURRENTLY DEEM IMMATERIAL MAY
ALSO IMPAIR OUR BUSINESS OPERATIONS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED.
IN SUCH CASE, WE MAY NOT BE ABLE TO PROCEED WITH OUR PLANNED OPERATIONS AND YOUR INVESTMENT MAY BE LOST ENTIRELY.
It is possible investors may lose
their entire investment.
Prospective investors
should be aware that if we are not successful in our contemplated business activities, your entire investment in the Company could
become worthless. Even if we are successful, in securing financing and acquiring properties, there can be no assurances that we
will generate any revenues and our losses will continue.
Our auditors have raised substantial
doubt about its ability to continue as a going concern.
As of December 31, 2014 the Company had an
accumulated deficit of $5,776,302 The Company’s ability to continue as a going concern is dependent upon its ability to secure
additional financing, purchase real estate and generate sufficient cash flows to meet its obligations on a timely basis.
We are a shell company with limited cash
and no operations.
As of December 31, 2014 we have nominal cash
and no operations. We are a “shell” company. Management’s new focus is real estate investments. However, in order
to implement this business strategy, we will require a significant capital infusion. To date, we have no commitments for funding
nor can there be any assurance that we will secure sufficient financing to implement our business plan.
We have limited
capital and will need to raise additional capital in the future.
We do not currently have
sufficient capital to fund both our continuing operations and our planned growth. We may be unable to obtain additional capital
when required. Future business development activities, as well as our administrative requirements (such as salaries, insurance
expenses and general overhead expenses, as well as legal compliance costs and accounting expenses) will require a substantial amount
of additional capital and cash flow.
We may pursue sources
of additional capital through various financing transactions or arrangements, including joint venturing of projects, debt financing,
equity financing or other means. We may not be successful in identifying suitable financing transactions in the time period required
or at all, and we may not obtain the capital we require by other means. If we do not succeed in raising additional capital, we
will not be able to implement our business plan.
Any additional capital
raised through the sale of equity may dilute the ownership percentage of our stockholders. Raising any such capital could also
result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding
equity. The terms of securities we issue in future capital transactions may be more favorable to our new investors, and may include
preferences, superior voting rights and the issuance of other derivative securities, and issuances of incentive awards under equity
employee incentive plans, which may have a further dilutive effect.
8
Our ability to obtain
financing, if and when necessary, may be impaired by such factors as the capital markets (both generally and in our industry in
particular), our limited operating history, national unemployment rates and the departure of key employees. Further, economic downturns
will likely decrease our revenues may increase our requirements for capital. If the amount of capital we are able to raise from
financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs (even to the extent
that we reduce our operations), we may be required to cease our operations, divest our assets at unattractive prices or obtain
financing on unattractive terms.
We will compete with larger, better capitalized
competitors in the real estate industry.
The real estate industry is intensely competitive
in all of its phases, including financing, technical resources, personnel, property acquisitions and management. It requires significant
capital, technical resources, personnel and operational experience to effectively compete in this field. Larger companies with
significant resources have an advantage over us. As a result, we may be unable to maintain or acquire financing, personnel
or technical resources.
We may have difficulty identifying prospective
properties.
Targeted real estate acquisitions may not meet
our underwriting guidelines. We will be relying on consultants, brokers and other third party providers to identify prospective
real estate acquisitions. However, our underwriting guidelines may identify title defects, environmental issues or zoning issues
which would restrict the acquisition of these properties. Remediation issues may result in significant costs which would deter
us from making an investment.
We face many operating risks.
The acquisition, management and sale of real
estate involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome.
These risks include, among other things, lease defaults, uninsured property damage and personal liability insurance, eminent domain
as well as natural disasters.
We are subject to significant governmental
regulations.
Real estate ownership and management is subject to significant
government regulation. Regulations such as zoning restrictions, environmental matters and labor issues on the federal, state and
local levels may adversely impact our operating results. While we intend to comply with all government restrictions, if we acquire
a property that is otherwise in compliance, changes to governmental rules, may make compliance difficult and costly
We may experience difficulty attracting and retaining qualified
management.
We are dependent on the services of our executive
officers. We will have to hire other highly skilled and experienced consultants. Due to our relatively small size, the
loss of these persons or our inability to attract and retain highly skilled employees may have a material adverse effect on our
business or future operations. We do not maintain key-man life insurance on any of our officers or directors.
The loss of key members of our
senior management team could adversely affect the execution of our business strategy and our financial results.
We believe that the successful execution of
our business strategy depends on the continued employment of key members of our senior management team. If any members of our senior
management team become unable or unwilling to continue in their present positions, our financial results and our business could
be materially adversely affected.
Legislation, including the Sarbanes-Oxley
Act of 2002, may make it difficult for us to retain or attract officers and directors.
We may be unable to attract and retain qualified
officers, directors and members of board committees required to provide for our effective management as a result of rules and regulations
which govern publicly-held companies. The Sarbanes-Oxley Act has resulted in a series of rules and regulations that increase responsibilities
and liabilities of directors and executive officers. We are a small company with a limited operating history and no revenues. This
may influence the decisions of potential candidates we may recruit as directors or officers. The perceived increased personal risk
associated with these recent changes may deter qualified individuals from accepting these roles.
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Two
shareholders control a significant percentage of our current outstanding common stock.
NFA Securities and IMIR Management LLC
control in total over 93% of our issued and outstanding shares of common stock. This concentration of voting control gives management
substantial influence over any matters which require a stockholder vote, including without limitation the election of directors
and approval of merger and/or acquisition transactions, even if their interests may conflict with those of other stockholders.
It could have the effect of delaying or preventing a change in control of, or otherwise discouraging, a potential acquirer from
attempting to obtain control of the company. This could have a material adverse effect on the market price of our common stock
or prevent our stockholders from realizing a premium over the then prevailing market prices for their shares of common stock.
Risks related to our
common stock:
There presently
is a limited market for our common stock, and the price of our common stock may be volatile.
Our common stock is currently
quoted on the Over the Counter quotation system “Pink Sheets”. We have a limited market for our common stock. If a
market for our common stock ever develops, there could be volatility in the volume and market price of our common stock. This volatility
may be caused by a variety of factors, including the lack of readily available quotations, the absence of consistent administrative
supervision of “bid” and “ask” quotations and generally lower trading volume. In addition, factors such
as quarterly variations in our operating results, changes in financial estimates by securities analysts or our failure to meet
our or their projected financial and operating results, litigation involving us, factors relating to our industry, actions by governmental
agencies, national economic and stock market considerations as well as other events and circumstances beyond our control could
have a significant impact on the future market price of our common stock and the relative volatility of such market price.
Offers or
availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.
Our stockholders could sell substantial amounts
of common stock in the public market, including shares upon the expiration of any statutory holding period under Rule 144 of the
Securities Act of 1933 (the “Securities Act”), if available, or upon trading limitation periods. Such volume could
create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common
stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make it more difficult
for us to secure additional financing through the sale of equity or equity-related securities in the future at a time and price
that we deem reasonable or appropriate.
Our directors and officers have rights
to indemnification.
We will indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such person is or was our director or officer, or who is
or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with the action, suit or proceeding, to the full extent permitted by Nevada law. The inclusion of
these provisions in our Articles may have the effect of reducing the likelihood of derivative litigation against directors and
officers, and may discourage or deter stockholders or management from bringing a lawsuit against directors and officers for breach
of their duty of care, even though such an action, if successful, might otherwise have benefited us and our stockholders.
We do not intend to pay dividends.
We have never paid a dividend to our shareholders. We
intend to retain cash for the continued development of our business. As a result, your return on investment will be solely determined
by your ability to sell your shares in a secondary market.
The market valuation of our business may fluctuate due to
factors beyond our control and the value of your investment may fluctuate correspondingly.
The market valuation of developmental stage
companies, such as us, frequently fluctuate due to factors unrelated to the past or present operating performance of such companies. Our
market valuation may fluctuate significantly in response to a number of factors, many of which are beyond our control, including:
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- changes in securities analysts’ estimates of our financial performance, although there are currently no analysts covering our stock;
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- fluctuations in stock market prices and volumes, particularly among securities of emerging growth companies;
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- changes in market valuations of similar companies
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- announcements by us or our competitors of significant contracts, acquisitions, commercial relationships, joint ventures or capital commitments
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- variations in our operating results, if any; and
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- additions or departures of key personnel.
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Compliance with SEC reporting requirements
can be costly.
We do not have any employees to segregate responsibilities
and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees. During
the course of our operations, we may identify other deficiencies that we may not be able to remedy in time to satisfy the requirements
imposed by the Sarbanes-Oxley Act for compliance with that Section 404. If we fail to achieve and maintain the adequacy
of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal
controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal
controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are
important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business
and operating results could be harmed, investors could lose confidence in our reported financial information.
We are subject to penny stock regulations
and restrictions, and you may have difficulty selling shares of our common stock.
The SEC has adopted regulations which generally
define a “penny stock” as an equity security that has a market price less than $5.00 per share or an exercise price
of less than $5.00 per share, subject to certain exemptions. Our common stock is a “penny stock” and is subject to
Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule.” This rule imposes additional sales practice requirements
on broker-dealers that sell such securities to persons other than established customers and “accredited investors”
(generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with
their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser
and have received the purchaser's written consent to the transaction prior to sale. As a result, this rule may affect the ability
of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary
market, thus possibly making it more difficult for us to raise additional capital.
For any transaction involving a penny stock,
unless exempt, the rules require delivery, prior to any transaction in penny stock, of a disclosure schedule required by the SEC
relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer
and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent
disclosing recent price information for the penny stock held in the account and information on the limited market of penny stocks.
There can be no assurance that our common stock
will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule,
we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict persons from participating
in a distribution of a penny stock, under certain circumstances, if the SEC finds that such a restriction would be in the public
interest.
THE RISKS SET FORTH ABOVE SHOULD NOT BE CONSTRUED
AS A COMPLETE LIST OF THE RISKS WHICH MAY AFFECT THE COMPANY’S BUSINESS, THE OFFERING OR THE RISKS WHICH YOU FACE AS A PROSPECTIVE
INVESTOR. THE SECURITIES OFFERED INVOLVE A HIGH DEGREE OF RISK AND MAY RESULT IN THE LOSS OF YOUR ENTIRE INVESTMENT. ANY PERSON
CONSIDERING THE PURCHASE OF THESE SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET FORTH IN THIS MEMORANDUM AND SHOULD
CONSULT WITH HIS, HER OR ITS LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN SECURITIES. THE SECURITIES SHOULD
ONLY BE PURCHASED BY INVESTORS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
11
Item 1(b) Unresolved Staff Comments
Not applicable.
Item 2. Properties
Our corporate office is located at 30100 Telegraph Road, Suite 366
Bingham Farms, Michigan 48025, During the year ended December 31, 2014, we did not incur any lease expense. We currently lease
space in an executive suite at a cost of $700 per month. We believe that this space is sufficient for our limited operations.
Item 3. Legal Proceedings
None.
Item 4. Mine Safety Disclosure
Not applicable.
12
PART II
Item 5. Market for Registrant’s Common Equity and Related
Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is quoted on the OTC Pink
Sheets under the symbol “TACI”. Trading in our common stock in the over-the-counter market has been very limited and
the quotations set forth below are not necessarily indicative of actual market conditions. The high and low sales prices for our
common stock for each quarter of the fiscal years ended December 31, 2014 and for the 9 months ended September 30, 2015 as set
forth below do not reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent
actual transactions.
2014
Quarter ended March 31, |
$4.50 |
$1.50 |
Quarter ended June 30 |
$9.97 |
$1.50 |
Quarter ended September 30 |
$25.00 |
$3.00 |
Quarter ended December 31 |
$8.10 |
$0.60 |
2015:
Quarter ended March 31, |
$1.40 |
$0.60 |
Quarter ended June 30 |
$0.80 |
$0.01 |
Quarter ended September 30 |
$0.07 |
$0.01 |
Penny Stock
The SEC has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of
less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in such securities is provided by the exchange or system.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure
document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and
of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities
laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and
the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary
actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains
such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior
to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation
of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or
other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement
showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require
that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment
of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and
dated copy of a written suitability statement.
These disclosure requirements may have the
effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.
13
Holders of Our Common Stock
As of December 31, 2014, we had 20,365,622
shares of our common stock issued and outstanding. We had approximately 30 shareholders of record.
Dividends
There are no restrictions in our articles of
incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring
dividends where after giving effect to the distribution of the dividend:
1. we would not be able to pay our debts as
they become due in the usual course of business, or;
2. our total assets would be less than the
sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights
superior to those receiving the distribution.
We have not declared any dividends and we do
not plan to declare any dividends in the foreseeable future.
Securities Authorized for Issuance under
Equity Compensation Plans
We do not have any equity compensation or incentive
plans.
Recent Sales of Unregistered Securities
The Company did not issue any shares of common
stock in 2012 or 2013. The Company issued 65,787 shares of common stock to Top Alpha Capital Ltd. pursuant to the conversion of
$9,867.99 of outstanding debt.
The Company relied on the exemptive provisions
of Section 4(2) of the Securities Act.
Item 6. Selected Financial Data
A smaller reporting company is not required to provide the information
required by this Item.
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical
information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results,
and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking
statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,”
“estimates,” “intends,” “strategy,” “plan,” “may,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and similar expressions.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which
may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations
and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory
changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties
should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
14
General
The following analysis of our financial condition and results of
operations should be read in conjunction with the financial statements, including footnotes, and other information presented elsewhere
in this report on Form 10-K.
The following Management’s Discussion
and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand
our results of operations and financial condition.
Results of Operations for the years ended December 31, 2014 and
2013:
We are a shell corporation. We did not generate revenue in either
the 2014 or 2013 fiscal year. Our operating expenses for the year ended December 31, 2014 totaled $179,759 and $232,175 for the
year ended December 31, 2013. Net loss for 2014 and 2013 totaled $312,535 and $1,022,504, which include $130,174 and $786,053 in
expenses attributable for benefit conversion features.
Net loss per share in 2014 totaled $(0.04) as compared to a Net
Loss per share of $(3.41) in 2013.
Liquidity and Capital:
At December 31, 2014 we had no assets and only
nominal cash totaling $793 at December 31, 2013. Total liabilities at December 31, 2014 totaled $144,968 consisting of $74,813
in accounts payable, $69,155 in advances from related parties and a $1,000 convertible promissory note. At December 31, 2013 we
had total liabilities of $277,932 consisting of $2,750 in accounts payable and $275,182 in payables due to related parties.
We do not have sufficient funds to meet our
ongoing operations or satisfy existing liabilities. Unless we secure additional financing, of which there can be no assurance,
we may cease operations.
Current and Future Financing Needs
We have an accumulated deficit of $5,776,302.
We have incurred negative cash flow from operations
since inception and have primarily financed our operations through the sale of stock and issuance of debt. The opinion of our independent
registered public accounting firm for the fiscal year ended December 31, 2014, states that there is substantial doubt as to our
ability to continue as a going concern.
We do not have sufficient cash to operate our
business for the next twelve months. We will not be able to fully establish our business if we do not have adequate working capital
so we will need to raise additional funds, whether through a stock offering or otherwise. The purchase of real estate will involve
a significant capital infusion. If we do not secure at least $5 million in financing, it is very unlikely that we will be able
to acquire real estate properties.
ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.
Our consolidated financial statements for the
fiscal years ended December 31, 2013 and 2014 are attached hereto.
15
ITEM 9. Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure
As reported in the Company’s Form 8-K
filed with the Securities and Exchange Commission on July 16, 2015, on February 5, 2015 we terminated
Anton & Chia, LLP (“Anton”) as the Company’s independent registered public accounting firm. Anton was appointed
as the Company’s independent registered public accounting firm on May 27, 2014. Anton did not audit any of the Company’s
financial statements and no audit report was issued by Anton. Anton did review our financial statements for the quarters ended
June 30 and September 30, 2014.
During the quarters ended June 30, 2014 and September 30, 2014 and
any subsequent period through February 5, 2015, the date of Anton’s termination, there were no disagreements with
Anton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of Anton, would have caused it to make reference to the subject matter
of the disagreements in connection with any reports which may be issued by Anton.
Following the termination of Anton on February 6, 2015, we engaged
Malone Bailey, LLP (“Malone Bailey”) as our independent registered public accounting firm.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and
Procedures
Under the supervision and with the participation
of our management, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2014. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that, as of the end of the period covered by this report, our disclosure
controls and procedures were not effective and adequately designed to ensure that the information required to be disclosed by us
in the reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the applicable rules and forms and that such information was accumulated and communicated to our principal executive officer
and principal financial officer, in a manner that allowed for timely decisions regarding disclosure.
Management’s Annual Report on Internal
Control over Financial Reporting.
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in
the United States. Our internal control over financial reporting includes those policies and procedures that:
|
(i) |
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
|
(ii) |
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements; and |
|
(iii) |
provide reasonable assurance regarding prevention or timely detection of unauthorized transactions. |
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with policies or procedures may deteriorate.
In making this assessment, our management used
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control –
Integrated Framework and Internal Control over Financial Reporting – Guidance for Smaller Public Companies.
Our management evaluated the effectiveness
of our internal control over financial reporting as of December 31, 2014. Based on this evaluation, our management concluded
that, as of December 31, 2014, we did not maintain effective internal control over financial reporting.
16
A material weakness is a deficiency, or a combination of control
deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected on a timely basis.
The material weakness which existed as of December 31, 2014 is:
(1) Segregation of Duties:
the Company did not effectively segregate certain accounting duties due to the small size of its accounting staff, and maintain
a sufficient number of adequately trained personnel necessary to anticipate and identify risks critical to financial reporting
and the closing process.
Changes in internal control over financial
reporting
There were no changes in our internal control
over financial reporting during the year ended December 31, 2014, that have materially affected, or are reasonably likely to materially
affect our internal control over financial reporting.
Our management, including our principal executive
officer and principal financial officer, do not expect that its disclosure controls or internal controls will prevent all error
and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud,
if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented
by the individual acts of some persons, by collusion of two or more people or by management’s override of the control. The
design of any systems of controls 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. Over
time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures
may deteriorate. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud
may occur and not be detected. Individual persons perform multiple tasks which normally would be allocated to separate
persons and therefore extra diligence must be exercised during the period these tasks are combined.
ITEM 9B. OTHER INFORMATION
None.
17
PART III
Item 10. Directors, Executive Officers
and Corporate Governance
Our executive officers and directors are as follows:
Name |
Age |
Position(s) and Offices |
|
|
|
Joshua Griggs |
39 |
President, Chairman and interim CFO. |
|
|
|
Adrienne L. Lucas |
48 |
Former Chief Operating Officer, Secretary and Director |
|
|
|
Kandance Weems Norris |
47 |
Former Director |
Joshua Griggs:
Since June 2014 Joshua Griggs has served
as President and Chairman of the Board of the Company. He obtained his Bachelors’ degree in Business Administration
with an emphasis in Management from Howard University in Washington, D.C. After college Mr. Griggs set his sights on being an entrepreneur
and ventured into government contracting and real estate. From 2006 to 2015 he served as a Principal and Chief Investment Officer
for SG Capital Group, a real estate private equity firm located in Michigan, with a primary focus in the multi-family apartment sector.
Prior Thereto from 2004 -2006 serving as a government contractor, he secured a real estate management contract overseeing valuation
services for (HUD) US Department of Housing and Urban Development in multiple states. Prior thereto, from 2001- 2004 Mr Griggs
managed his own real estate investment company specializing in the acquisition, construction, management and disposition of single
family houses.
His responsibilities with Transatlantic Capital
will include investor presentations, fund raising activities, overseeing investment performance, and approving decisions on
investment opportunities. Additional responsibilities will include assessing market value of investments and maintaining relationships
with various government groups.
Mr. Griggs is a Member of the Detroit
Athletic Club - Detroit, MI, Board Member Gesu Catholic School - Detroit, MI, and Member and Co-founder of Legacy Associates
Foundation of Michigan.
Adrienne L. Lucas:
Served as our Chief Operating Officer, Secretary
and Director. She is a private equity, commercial real estate professional and former executive management consultant with over
15 years’ experience serving fortune 500 companies. As a principal and COO of ICG Advisors, LLC (ICGA), Ms. Lucas worked
with other members of management and assisted with building the Company from a start-up phase to a company with approximately $200
million in assets under management (AUM). At its peak, ICGA held approximately 3 million square feet of real estate across the
US. The firm’s efforts were recognized in Black Enterprise Magazine, July 2011 issue where the firm ranked tenth (10th) on
the list of the top Black owned private equity firms. ICGA was ranked among the top again in 2012. As a consultant with CSC Index,
Ms. Lucas was a part of its financial services and utilities practices. She was adept at helping clients compete in newly deregulated
environments and restructuring lackluster groups into high-performance teams responsible for increased productivity and profitability.
In 1998, Ms. Lucas joined HomeBanc Mortgage Company in Atlanta, Georgia as the Vice President for Strategy & Operations. Ms.
Lucas was instrumental in preparing the company for privatization through her improvement of production operations. Lance Lucas
graduated cum laude with a B.A. in Economics from Spelman College and an MBA from Harvard University.
Ms. Lucas tendered her resignation on October
30, 2015.
18
Kandance Weems Norris:
Served as a director She is a partner at Cumby
& Weems LLP, a corporate and commercial real estate law firm with offices in New York, suburban Philadelphia and Durham, NC
representing large corporations, start-up businesses, non-profit organizations and high net worth individuals. Ms. Norris also
serves as an Executive Recruiter for McKinsey & Company with a focus on finding talented experienced diverse professionals
to join their consulting practice. Ms. Norris has served on the Board of Directors of the National Black MBA Association, Angioma
Alliance, and KENO Fund and as a coordinator of the Winning Strategy for Young Black Men Conferences. She served as an Adjunct
Professor of Business Law and Ethics at the Elon University Love School of Business and the North Carolina Central University School
of Business. Prior to forming Cumby & Weems LLP, Ms. Weems Norris was an attorney at Sullivan & Cromwell LLP in the firm's
Commercial Real Estate Group (1996 – 2005) and worked as a management consultant at McKinsey & Company (1990 –
1992). She received her JD and MBA from Harvard University, where she was a member of the Harvard Law Review, and she received
her BA from Spelman College.
Ms. Norris tendered her resignation as a director
on October 30, 2015.
Involvement in Certain Legal Proceedings:
During the past ten years:
1. None of our officers
or directors has been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic
violations and other minor offenses);
2. None of our officers
or directors has been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court
of competent jurisdiction, permanently or temporarily enjoining any such officer or director from engaging in any activity in connection
with the purchase or sale of securities or in connection with any violation of federal or state securities laws or federal commodities
laws;
3. None of our officers
or directors has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal
or state authority.
4. None of our officers
or directors has been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission
to have violated any federal or state securities laws; or.
5. None of our officers
or directors has been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of
any self-regulatory organization
Directors
Our bylaws authorize no less than one (1) director.
At December 31, 2014 we had 3 directors.
Term of Office
Our Directors are appointed for a one-year
term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our
bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Family Relationships
There are no family relationships between or among the directors,
executive officers or persons nominated or chosen by the Company to become directors or executive officers.
19
Code of Ethics
We have not adopted a code of ethics. With
the appointment of new officers and directors, the Company will undertake to adopt and approve a code of ethics.
Audit Committee
The Board of Directors has not yet established
a separately designated standing audit committee, and accordingly, the entire Board is currently acting as our audit committee.
At some point in the future, we anticipate adding an audit committee financial expert to the Board, but we have not yet identified
an ideal candidate.
Nomination Committee
Our Board of Directors does not maintain a
nominating committee. As a result, no written charter governs the director nomination process.
When evaluating director nominees, our directors
consider the following factors:
- |
The appropriate size of our Board of Directors; |
- |
Our needs with respect to the particular talents and experience of our directors; |
- |
The knowledge, skills and experience of nominees,
including experience in finance, administration or public
service, in light of prevailing business conditions
and the knowledge, skills and experience already possessed
by other members of the Board; |
- |
Experience in political affairs; |
- |
Experience with accounting rules and practices; and |
- |
The desire to balance the benefit of continuity
with the periodic injection of the fresh perspective
provided by new Board members. |
Our goal is to assemble a Board that brings
together a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the
Board will also consider candidates with appropriate non-business backgrounds.
Other than the foregoing, there are no stated
minimum criteria for director nominees, although the Board may also consider such other factors as it may deem are in our best
interests as well as our stockholders. In addition, the Board identifies nominees by first evaluating the current members of the
Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business
and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue
in service or if the Board decides not to re-nominate a member for re-election, the Board then identifies the desired skills and
experience of a new nominee in light of the criteria above. Current members of the Board are polled for suggestions as to individuals
meeting the criteria described above. The Board may also engage in research to identify qualified individuals. To date, we have
not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in
the future to retain a third party search firm, if necessary. The Board does not typically consider shareholder nominees because
it believes that its current nomination process is sufficient to identify directors who serve our best interests.
Section 16(a) Beneficial
Ownership Reporting Compliance
Compliance with Section 16(a) of the
Securities Exchange Act of 1934
For companies registered pursuant to
section 12(g) of the Exchange Act, Section 16(a) of the Exchange Act requires our executive officers and directors, and persons
who beneficially own more than ten percent of our equity securities, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Officers, directors and greater than ten percent shareholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file. As of the date of this report, Section 16(a) filings
have not been made. The Company is undertaking to file the required Section 16(a) forms and has notified shareholders owning more
than 10% of the Company’s outstanding common stock of the filing requirements.
20
ITEM 11. EXECUTIVE COMPENSATION
There is currently no agreement in place for
the payment of any salaries to any of our officers or directors. We anticipate that our officers will not receive any cash compensation
until such time as the Company secures additional financing. However our officers and directors may be awarded stock awards and
stock options.
Our Compensation Policy:
The Board of Directors is responsible for establishing, implementing
and monitoring the policies governing compensation for executives. Officers may be members of the Board of Directors and are able
to vote on matters of compensation. There is no independent compensation committee.
In determining a compensation
package for our officers, the Board will take into consideration the Company’s overall remuneration strategy and, where information
is available, verifying the appropriateness of existing remuneration levels using external sources for comparison; (ii) comparing
the nature and amount of the Company’s directors’ and executive officers’ compensation to performance against
goals set for the year while considering relevant comparative information, independent expert advice and the financial position
of the Company; (iii) ensuring maximum shareholder benefit from the retention of high quality board and executive team members;
(iv) considering nominees for independent directors of the Company; and (v) planning for the succession of directors and executive
officers of the Company, including appointing, training and monitoring senior management to ensure that the Board of Directors
and management have appropriate skill and experience.
The executive employment market in general
is very competitive due to the number of companies with whom we compete to attract and retain executive and other staff with the
requisite skills and experience to carry out our strategy and to maintain compliance with multiple Federal and State regulatory
agencies. Many of these companies have significantly greater economic resources than our own. The Board has recognized that compensation
packages must be able to attract and retain highly talented individuals that are committed to the Company’s goals and objectives,
without at this time paying cash salaries that are competitive with some peers that have greater economic resources. The Company’s
compensation structure is weighted towards equity compensation in the form of stock awards and options to acquire common stock,
which the Board believes motivates and encourages executives to pursue strategic opportunities while managing the risks involved
in our current business stage, and aligns compensation incentives with value creation for our shareholders.
The following table provides summary information
for the years ended December 31, 2014 and 2013 concerning cash and non-cash compensation paid or accrued to or on behalf of certain
executive officers (“named executive officers”).
Name Principal | |
Fiscal Year | |
Salary ($) | |
Bonus ($) | |
Stock Awards (1) | |
Option Awards | |
Non Equity Incentive Plan ($) | |
Non Qualified Deferred Comp ($) | |
All other | |
Total ($) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
Joshua Griggs | |
| 2014 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | -0- | |
President/Director | |
| 2013 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | -0- | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Kandance Weems | |
| 2014 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | -0- | |
Norris | |
| 2013 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | -0- | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Adrienne Lucas | |
| 2014 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | -0- | |
COO/Sec/Director | |
| 2013 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | -0- | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Assat Porat | |
| 2014 | | |
| 33,901 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | 33,901 | |
Former CEO/CFO | |
| 2013 | | |
| 70,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
$ | 70,000 | |
(1) The amounts in these columns reflect the
dollar amount recognized for financial statement reporting purposes for the fiscal years indicated in accordance with Statement
of Financial Accounting Standards No. 123R (SFAS 123R.). These amounts reflect the Company’s accounting expense for these
awards, and do not correspond to the actual value that will be recognized by the named executives.
21
Outstanding Equity Awards at Fiscal Year
End
None.
Compensation of Directors
At present, we do not pay our Directors for
attending meetings of the Board of Directors, although we may adopt a director compensation policy in the future. We have no standard
arrangement pursuant to which Directors are compensated for any services they provide or for committee participation or special
assignments.
Compensation Policies and Practices as They
Relate to Risk Management
We attempt to make our compensation programs
discretionary, balanced and focused on the long term. We believe goals and objectives of our compensation programs reflect
a balanced mix of quantitative and qualitative performance measures to avoid excessive weight on a single performance measure.
Our approach to compensation practices and policies applicable to employees and consultants is consistent with that followed for
its executives. Based on these factors, we believe that our compensation policies and practices do not create risks
that are reasonably likely to have a material adverse effect on us.
ITEM 12. |
|
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters. |
The table below sets forth the number and percentage of shares of
our equity securities owned as of December 31, 2014 by the following persons: (i) stockholders known to us who own 5% or more of
our outstanding shares, (ii) each of our executive officers and directors, and (iii) our executive officers and directors as a
group. As of December 31, 2014, there were 20,365,622 shares of our common stock outstanding.
Name and address of |
Amount of |
|
Beneficial Ownership |
Beneficial Owner |
Percent of Class |
|
|
|
NFA Securities 3LC. |
13,333,333 |
65.47% |
18530 Mack Avenue |
|
|
Suite 399 |
|
|
Grosse Point Farms, MI 48236 |
|
|
|
|
|
IMIR Management LLC (1) |
6,666,667 (1) |
32.73% |
6689 Orchard Lake Rd 151 west |
|
|
Bloomfield, MI 48322 |
|
|
|
|
|
Kandance Weems Norris |
-0- |
|
201 South Bend Drive |
|
|
Durham, NC 27713 |
|
|
|
|
|
Adrienne Lucas |
-0- |
|
1400 Veterans Memorial Hwy SE |
|
|
Suite 134-271 |
|
|
Mableton , GA 30126 |
|
|
|
|
|
(All officers and directors as a group) |
6,666,667 |
32.73% |
(1) Joshua Griggs is the managing member
and sole owner of IMIR Management.
Item 13. Certain Relationships and Related
Transactions, and Director Independence
Reference is made to the disclosure set forth
above under “Note 3 – Related Party Transactions” of the notes to the financial statements that are included
in this report, which disclosure is incorporated herein by reference.
22
Director Independence
We do not have independent directors. Each
of our directors is also an officer of the Company. Further, we have not yet established what independence standards will be used
in making a determination whether a director is in fact independent.
Item 14. Principal Accounting Fees and Services.
AUDIT FEES. The aggregate fees billed for professional services
rendered was $4,000 and $2,250 for the audit of our annual financial statements for the fiscal years ended December
31, 2014 and 2013, and $5,120 and $6,000 for the reviews of the financial statements included in our Forms 10-Q for the fiscal
years ended December 31, 2014 and 2013 respectively.
AUDIT-RELATED FEES. The
aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that
are reasonably related to the performance of the audit or review of our financial statements and not reported under the caption
"Audit Fee."
TAX FEES. No fees were
billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance,
tax advice and tax planning services.
ALL OTHER FEES. Other than
the services described above, there were no other services provided by our principal accountants for the fiscal years ended December
31, 2014 and 2013.
We do not have an audit committee. Therefore,
our entire Board of Directors (the "Board") serves in the capacity of the audit committee. In discharging its oversight
responsibility as to the audit process, our Board obtained from the independent auditors a formal written statement describing
all relationships between the auditors and us that might bear on the auditors' independence as required by Independence Standards
Board Standard No. 1, "Independence Discussions with Audit Committees."
Our Board discussed with the auditors any relationships
that may impact their objectivity and independence, including fees for non-audit services, and satisfied itself as to the auditors'
independence. The Board also discussed with management and the independent auditors the quality and adequacy of its internal controls.
The Board reviewed with the independent auditors their management letter on internal controls.
Our Board discussed and reviewed with the independent
auditors all matters required to be discussed by auditing standards generally accepted in the United States of America, including
those described in Statement on Auditing Standards No. 61, as amended, "Communication with Audit Committees". Our entire
Board, acting in the capacity of the audit committee reviewed the audited consolidated financial statements of the Company as of
and for the year ended December 31, 2014 with the independent auditors. Management has the responsibility for the preparation of
the Company's financial statements and consolidated financial statements and recommended that they be included in its Annual Report
on Form the independent auditors have the responsibility for the examination of those statements. Based on the above-mentioned
review and discussions with the independent auditors our Board of Directors approved the Company's audited 10-K for the year ended
December 31, 2014, for filing with the Securities and Exchange Commission.
Item 15. Exhibits, Financial Statement
Schedule.
(a) |
Financial Statements and Schedules |
The following financial statements and schedules
listed below are included in this Form 10-K.
Financial Statements (See Item 8)
Exhibit No. |
|
|
|
31.1 |
Certification of Chief Executive Officer pursuant to Section 302 of the |
|
Sarbanes Oxley Act |
31.2 |
Certification of Chief Financial Officer pursuant to Section 302 of the |
|
Sarbanes Oxley Act |
32.1 |
Certification of Chief Executive Officer pursuant to Section 906 of the |
|
Sarbanes Oxley Act. |
32.2 |
Certification of Chief Financial Officer pursuant to Section 906 of the |
|
Sarbanes Oxley Act |
23
SIGNATURES
Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be been signed on its behalf by the undersigned
thereunto duly authorized.
|
Transatlantic Capital Inc. |
|
|
|
|
|
Date: January 7, 2016 |
By: |
/s/Joshua Griggs |
|
|
|
Joshua Griggs, Chief Executive Officer |
|
Date: January 7, 2016 |
By: |
/s/Joshua Griggs |
|
|
|
Joshua Griggs, Principal Financial Officer |
|
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has caused this report to be been signed on its behalf by the undersigned thereunto duly authorized.
Date: January 7, 2016 |
By: |
/s/Joshua Griggs |
|
|
|
Joshua Griggs, CEO/Director |
|
24
|
|
|
|
TRANSATLANTIC CAPITAL INC. |
(formerly ACRO INC.) |
|
|
|
|
Financial Statements |
|
|
|
|
|
For the Years ended December 31, 2014 and 2013 |
|
|
|
|
|
|
|
|
TRANSATLANTIC CAPITAL INC. |
(formerly ACRO INC.) |
|
|
|
|
Financial Statements |
|
|
|
|
|
For the Years ended December 31, 2014 and 2013 |
|
|
|
|
|
CONTENTS |
|
|
Page |
|
|
|
|
|
|
|
|
|
FINANCIAL STATEMENTS: |
|
|
|
|
|
|
|
Reports Of Independent Registered Public Accounting Firms |
|
F-1 |
|
|
|
|
|
|
|
|
|
Balance Sheets |
|
F-3 |
|
|
|
|
|
|
|
|
|
Statements of Operations |
|
F-4 |
|
|
|
|
|
|
|
|
|
Statements of Changes in Shareholders' Deficit |
|
F-5 |
|
|
|
|
|
|
|
|
|
Statements of Cash Flows |
|
F-6 |
|
|
|
|
|
|
|
|
|
Notes to the Financial Statements |
|
F-7 |
|
|
|
|
|
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board
of Directors of
ACRO Inc. (A Development Stage
Company(:
We have audited the accompanying
consolidated balance sheets of ACRO Inc. (A Development Stage Company the “Company”) and its subsidiary as of December
31, 2013 and 2012 and the related consolidated statements of comprehensive income (loss), changes in shareholders’ deficiency
and cash flows for years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audits included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall consolidated financial statements presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company
as of December 31, 2013 and 2012, and the consolidated results of its operations, changes in shareholders' deficiency and cash
flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial
statements have been prepared assuming the Company will continue as a “going concern”. As discussed in Note 1b to
the financial statements, the company has suffered recurring losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a “going concern”. Management’s plans in regard to these matters
are also described in Note 1b. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Barzily & Co.
Barzily & Co.
Jerusalem, Israel
March 21, 2014
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and Stockholders of
Transatlantic Capital Inc.
Bingham Farms, Michigan
We have audited the accompanying balance sheet
of Transatlantic Capital Inc. (the “Company”) as of December 31, 2014, and the related statements of operations, changes
in shareholders’ deficit and cash flows for the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements referred
to above present fairly, in all material respects, the financial position of Transatlantic Capital Inc. as of December 31, 2014,
and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the
Company continues to incur losses from operations and has a negative working capital. These conditions raise significant doubt
about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note
2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
January 7, 2016
F-2
TRANSATLANTIC CAPITAL INC. |
(formerly ACRO INC.) |
BALANCE SHEETS |
| |
| |
|
| |
December 31, |
| |
2014 | |
2013 |
| |
| |
|
| |
| |
|
ASSETS | |
| |
|
| |
| |
|
CURRENT ASSETS: | |
| |
|
Accounts receivable | |
$ | — | | |
$ | 793 | |
| |
| | | |
| | |
Total Current Assets | |
$ | — | | |
$ | 793 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | — | | |
$ | 793 | |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS' DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Accounts payable | |
$ | 74,813 | | |
$ | 2,750 | |
Accounts payable - related parties | |
| — | | |
| 275,182 | |
Advances - related parties | |
| 69,155 | | |
| | |
Convertible promissory note | |
| 1,000 | | |
| — | |
| |
| | | |
| | |
Total Current Liabilities | |
$ | 144,968 | | |
$ | 277,932 | |
| |
| | | |
| | |
TOTAL LIABILITIES | |
$ | 144,968 | | |
$ | 277,932 | |
| |
| | | |
| | |
SHAREHOLDERS' DEFICIT | |
| | | |
| | |
Preferred Stock: | |
| | | |
| | |
50,000,000
shares authorized par value $0.001 per share; none issued and outstanding | |
$ | — | | |
$ | — | |
Common Stock: | |
| | | |
| | |
700,000,000 shares
authorized par value $0.001 per share; issued and outstanding, 20,365,622 shares at December 31, 2014 and 299,835 at
December 31, 2013 | |
| 20,366 | | |
| 300 | |
Additional paid-in-capital | |
| 5,610,968 | | |
| 5,186,328 | |
Accumulated Deficit | |
| (5,776,302 | ) | |
| (5,463,767 | ) |
| |
| | | |
| | |
TOTAL SHAREHOLDERS' DEFICIT | |
$ | (144,968 | ) | |
$ | (277,139 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | |
$ | — | | |
$ | 793 | |
The accompanying notes are an integral part of these financial statements.
F-3
TRANSATLANTIC CAPITAL INC. |
(formerly ACRO INC.) |
STATEMENTS OF OPERATIONS |
|
| |
| |
|
| |
| |
|
| |
|
| |
Years Ended December 31, |
| |
2014 | |
2013 |
Operating Expenses | |
| |
|
General and administrative expenses | |
$ | (179,759 | ) | |
$ | (232,175 | ) |
| |
| | | |
| | |
Total Operating Expenses | |
$ | (179,759 | ) | |
$ | (232,175 | ) |
| |
| | | |
| | |
Operating Loss | |
$ | (179,759 | ) | |
$ | (232,175 | ) |
| |
| | | |
| | |
Interest expenses | |
$ | (2,602 | ) | |
$ | (4,276 | ) |
Expenses for benefit conversion feature | |
| (130,174 | ) | |
| (786,053 | ) |
| |
| | | |
| | |
Net loss | |
$ | (312,535 | ) | |
$ | (1,022,504 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
Basic and diluted net loss per common share | |
$ | (0.04 | ) | |
$ | (3.41 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
Weighted average shares used in computing basic and diluted net loss per share | |
| 8,230,259 | | |
| 299,835 | |
The accompanying notes are an integral part of these financial statements.
F-4
TRANSATLANTIC CAPITAL INC. |
(formerly ACRO INC.) |
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
Shares |
|
Amount |
|
Additional Paid-in-Capital |
|
Accumulated Decifit |
|
Total |
Balance as of December 31, 2012 |
|
|
299,835 |
|
|
$ |
300 |
|
|
$ |
4,276,244 |
|
|
$ |
(4,441,263 |
) |
|
$ |
(164,719 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature (note 4) |
|
|
— |
|
|
|
— |
|
|
|
910,084 |
|
|
|
— |
|
|
$ |
910,084 |
|
Loss for the year |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
(1,022,504 |
) |
|
$ |
(1,022,504 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2013 |
|
|
299,835 |
|
|
$ |
300 |
|
|
$ |
5,186,328 |
|
|
$ |
(5,463,767 |
) |
|
$ |
(277,139 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares issued for settlement of convertible debt (note 4) |
|
|
20,065,787 |
|
|
|
20,066 |
|
|
|
9,802 |
|
|
|
— |
|
|
$ |
29,868 |
|
Beneficial conversion feature (note 4) |
|
|
— |
|
|
|
— |
|
|
|
21,000 |
|
|
|
— |
|
|
$ |
21,000 |
|
Liabilities forgiven by related party (note 3) |
|
|
— |
|
|
|
— |
|
|
|
393,838 |
|
|
|
— |
|
|
$ |
393,838 |
|
Loss for the year |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(312,535 |
) |
|
$ |
(312,535 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2014 |
|
|
20,365,622 |
|
|
$ |
20,366 |
|
|
$ |
5,610,968 |
|
|
$ |
(5,776,302 |
) |
|
$ |
(144,968 |
) |
The accompanying notes are an integral part of these financial statements.
F-5
TRANSATLANTIC CAPITAL INC. |
(formerly ACRO INC.) |
STATEMENTS OF CASH FLOWS |
|
| |
| |
|
| |
| |
|
| |
| |
|
| |
|
| |
Years Ended December 31, |
| |
2014 | |
2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| |
|
Net Loss | |
$ | (312,535 | ) | |
$ | (1,022,504 | ) |
| |
| | | |
| | |
Adjustments to reconcile net loss to net cash used by operating activities: | |
| | | |
| | |
Depreciation | |
$ | — | | |
$ | 4,097 | |
Expenses for benefit conversion feature | |
| 130,174 | | |
| 786,053 | |
Interest expense | |
| — | | |
| 4,276 | |
| |
| | | |
| | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| 793 | | |
| — | |
Accounts payable and Accounts payable - related parties | |
| 112,413 | | |
| 228,078 | |
Net cash used in operating activities | |
$ | (69,155 | ) | |
$ | — | |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
Proceeds from related party advances | |
$ | 69,155 | | |
$ | — | |
Net Cash Provided by Financing Activities | |
$ | 69,155 | | |
$ | — | |
| |
| | | |
| | |
Net increase (decrease) in cash and cash equivalents | |
$ | — | | |
$ | — | |
Cash and cash equivalents at beginning of the year | |
$ | — | | |
$ | — | |
Cash and cash equivalents at year end | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
| |
| | | |
| | |
Supplemental disclosure of cash flow information | |
| | | |
| | |
Interest paid | |
$ | — | | |
$ | — | |
Income taxes paid | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
Supplemental disclosure of non cash financing activity | |
| | | |
| | |
Debt discount originated from beneficial conversion feature | |
$ | 21,000 | | |
$ | — | |
Debt converted into stocks | |
$ | 29,868 | | |
$ | — | |
Liabilities forgiven by related party | |
$ | 393,838 | | |
$ | — | |
The accompanying notes are an integral part of these financial statements.
F-6
TRANSATLANTIC CAPITAL INC.
(formerly ACRO INC)
Notes to the Financial Statements
For the Years Ended December 31, 2014
and 2013
NOTE 1 - ORGANIZATION
Organization and Line of Business
Transatlantic Capital Inc. was incorporated
on May 22, 2002, under the laws of the State of Nevada, as Medina International Corp. On May 4, 2006, the Company changed its name
to ACRO Inc., and again on May 24, 2014 to Transatlantic Capital Inc.
The Company was originally an oil and
gas consulting company in Canada and the United States that later shifted operations to Israel to engage in development of products
for the detection of military and commercial explosives for the homeland security market. On May 24, 2014 a change of control took
place and the Company changed its business model to develop and manage real estate. As a result, the Company’s address was
moved from Israel to Georgia.
The Company’s common stock was
first listed on the Over-the-Counter Bulletin Board, or “OTC Bulletin Board” in April of 2003. It now trades on the
OTCQB under the ticker symbol “TACI”.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements have been prepared in accordance
with generally accepted accounting principles in the United States (“US GAAP”).
Use of Estimates
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and accompanying notes. The reported amounts of revenues
and expenses during the reporting period may be affected by the estimates and assumptions management is required to make. Estimates
and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to
be necessary. It is at least reasonably possible that management’s estimates could change in the near term with respect to
these matters, as actual results could differ from these estimates.
Going Concern
In conformity with generally accepted
accounting principles, it has been assumed that the Company will continue as a going concern. The Company, however, continues
to incur losses from operations ($312,535 in the year ended December 31, 2014) and has a negative working capital ($144,968 as
of December 31, 2014). This raises substantial doubt about the Company's ability to continue as a going concern. Management intends
to raise financing through public equity or other means and interests that it deems necessary. These financial statements
do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Financial Statements in U.S. Dollars
The Company has determined the U.S.
dollar as the currency of its primary economic environment and thus, its functional and reporting currency. Non-U.S. dollar transactions
and balances have been re-measured into U.S. dollars. All transaction gains and losses from the re-measurement of monetary balance
sheet items denominated in non-dollar currencies are reflected in the statements of operations as other income or expenses, as
appropriate.
F-7
TRANSATLANTIC CAPITAL INC.
(formerly ACRO INC)
Notes to the Financial Statements
For the Years Ended December 31, 2014
and 2013
Convertible debt with beneficial
conversion feature
The Company accounts for convertible
debt with beneficial conversion feature in accordance with ASC 470-20 which requires the Company to recognize separately, at issuance,
the embedded beneficial conversion feature in additional paid-in capital. The recognition is done by allocating a portion of the
proceeds equal to the intrinsic value of that feature in additional paid-in capital. The intrinsic value is calculated as the difference
between the effective conversion price of the convertible debt and the fair value of the shares at issuance date.
Income taxes
The Company accounts for income taxes
by the liability method whereby deferred tax assets and liability account balances are determined based on differences between
financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary to reduce the
amount of deferred tax assets to their estimated realizable value.
Related Parties
A party is considered to be related
to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under
common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate
families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls
or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties
might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or
operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly
influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate
interests is also a related party.
Basic and Diluted Net Income (Loss)
per Share
Basic net income (loss) per share is
computed based on the weighted average number of common shares outstanding during each year. Diluted income (loss) per share is
computed based on the weighted average number of common shares outstanding during each year, plus dilutive potential common shares
considered outstanding during the year.
Reclassifications
Certain prior period amounts were reclassified
to conform to the manner of presentation in the current period. These reclassifications had no effect on the net loss or stockholders’
equity.
Recent Accounting Pronouncements
In
June 2014, the FASB issued guidance which eliminates the concept of a development stage entity. Accordingly,
the incremental reporting requirements for a development stage entity, including inception-to-date information, will no longer
apply. The Company has adopted early implementation of the amendments, as permitted. The amendments will be effective for the Company
for reporting periods beginning after March 31, 2014. The Company will apply the guidance using a retrospective approach, except
for certain disclosure requirements which will be applied prospectively. The Company does not expect these amendments to have a
material effect on its financial position, results of operations, or cash flows.
F-8
TRANSATLANTIC CAPITAL INC.
(formerly ACRO INC)
Notes to the Financial Statements
For the Years Ended December 31, 2014
and 2013
NOTE 3 – RELATED PARTY TRANSACTIONS
During the year ended December 31, 2014,
the following three liabilities were assigned to a related party, and then forgiven by the related party, Top Alpha consulting
agreement, Porat employment agreement, and Top Alpha convertible promissory note. There were no changes in terms.
For the year ended December 31, 2013,
the Company had incurred and accrued an expense of $141,015 related to consulting services provided by Top Alpha, majority shareholder
(presented as Accounts payable –related parties on the accompanying balance sheets). During 2014, additional expenses were
incurred and accrued in the amount of $6,449, leaving an accrued balance prior to the assignment and forgiveness on May 22, 2014
of $147,464, which was written off and charged to Additional Paid-in Capital as a liability forgiven by a related party.
On February 1, 2012, the Company entered
into employment agreement with Mr. Porat. Pursuant to this employment agreement, Mr. Porat shall serve as President, CEO, and CFO
of the Company at an annual salary of $70,000. During the year ended December 31, 2013, the Company incurred an expense of $70,000
for Mr. Porat’s salary. As of December 31, 2013, a total of $134,167 Mr.Porat’s salary had been accrued (presented
as Accounts payable – related parties on the accompanying balance sheets).
On February 1, 2014, the Company entered
into a new employment agreement with Mr. Porat. Pursuant to this new employment agreement, Mr. Porat shall continue to serve as
President, CEO, and CFO of the Company at an annual salary of $90,000. The new employment agreement was effective as of February
1, 2014, and was to be in effect for a term of two years. However, Mr. Porat submitted a letter of resignation on May 27, 2014.
During the year ended December 31, 2014, the Company incurred an expense of $33,901 for Mr. Porat’s salary. As of May 22,
2014 the Company had accrued and owed salary to Mr. Porat in the amount of $168,068, prior to the assignment and forgiveness, which
was written off and charged to Additional Paid-in Capital as a liability forgiven by a related party.
On May 23, 2014, related party liabilities
totaling $393,838 were written off and charged to Additional Paid-in Capital as liabilities forgiven by a related party. These
liabilities consisted of salary owed to Mr. Porat in the amount of $168,068, debt due to Top Alpha Capital related to a consulting
agreement for $147,464, and a portion of the Top Alpha Capital convertible promissory note in the amount of $78,306. Refer to Note
4 – Convertible Promissory Note for details related to the conversion, assignment, and the debt forgiven under the promissory
note.
In May of 2014, the Company received
advances from a stockholder as a loan with no interest and due on demand in the amount of $600 for filings with the State of Nevada.
On June 1, 2014, the Company executed
a funding agreement with NFA Securities L3C, a stockholder, to fund ongoing company operations with a loan of up to $150,000. During
the year ended December 31, 2014, NFA Securities L3C loaned the Company $68,555 under the funding agreement. The advances had no
interest and were due on demand.
In November of 2014, the Company engaged
NFA Seneca, LLC for consulting services. NFA Seneca, LLC and NFA Securities L3C, a stockholder, have common principal owners. During
the year ended December 31, 2014 the Company incurred an expense of $28,000 for consulting services including traveling expenses.
F-9
TRANSATLANTIC CAPITAL INC.
(formerly ACRO INC)
Notes to the Financial Statements
For the Years Ended December 31, 2014
and 2013
NOTE 4 – CONVERTIBLE PROMISSORY NOTE
On December 31, 2013 the Company signed an
amended convertible promissory note with Top Alpha Capital Ltd in the amount of $103,339 plus accrued interest of $5,835, totaling
$109,174. This note shall accrue interest at the rate of 6% per annum, the interest shall be payable semi-annually on June 30 and
December 31. The original note was dated June 30, 2012 for $62,255. The due date for the note has been extended to December 31,
2014, and in consideration for this extension, the conversion rate has been amended from one share of Common Stock for each $2.480745
principal amount of the note and accrued interest, to one share of Common Stock for each $0.15 principal amount of the note and
accrued interest. The convertible promissory note had a balance of $0 as of December 31, 2013, net of $109,174 debt discount.
During the year ended December 31, 2013 in
respect of the promissory note, a debt discount originating from the beneficial conversion feature in the amount of $910,084 was
charged to Additional Paid-in Capital. $786,053 of the above discount was amortized to expense.
On May 22, 2014, the Company had convertible
debt outstanding in the amount of $109,174, which was assigned by Top Alpha to a related party. Out of the $109,174, $9,868 was
converted by the related party into 65,787 shares of common stock. $21,000 was assigned by the related party to other parties,
and the balance of $78,306 was forgiven and charged to Additional Paid-in Capital as a liability forgiven by a related party. Refer
to Note 3 – Related Party Transactions for details related to related party liabilities forgiven.
Upon assignment of the $21,000 in convertible
debt, three new convertible promissory notes were created, the conversion price changed from $0.15 per common stock share to $$0.001
per share, the interest rate was modified from 6% to 5% per annum, and the due date was modified from December 31, 2014 to November
22, 2014. As a result, the Company evaluated the application of ASC 470-50 and ASC 470-60 and modifications constituted a debt
extinguishment rather than a troubled debt restructuring, with the old debt written off and the new debt initially recorded at
fair value with a new effective interest rate. The Company accounted for the intrinsic value of a beneficial conversion feature
inherent to the new convertible promissory notes and a total debt discount of $21,000 was recorded.
These promissory notes totaling $21,000 are
to be converted into 21,000,000 of newly issued restricted shares of common stock. These shares shall be issued as follows, 13,333,333
shares of common stock to NFA Securities L3C and 6,666,667 shares of common stock to IMIR Management LLC, and 1,000,000 shares of
common stock to Friction & Heat, LLC, a third party. As of December 31, 2014 $20,000 of the debt was converted into 20,000,000
shares. The Friction & Heat convertible promissory note in the amount of $1,000 remained outstanding as of December 31, 2014.
During the year ended December 31, 2014 in
respect of the promissory note, a debt discount originating from the beneficial conversion feature in the amount of $21,000 was
charged to Additional Paid-in Capital and $130,174 debt discount was amortized to expense.
NOTE 5 – SHAREHOLDERS’ DEFICIT
Financial statements as of December 31, 2013
reported additional paid-in-capital of $4,291,101 and a capital reserve of $895,227. The capital reserve has been regrouped into
the additional paid-in-capital account for a net balance of $5,186,328.
On December 31, 2013 the Company signed an
amended convertible promissory note resulting in a debt discount originating from beneficial conversion feature in the amount of
$910,084, which was charged to Additional Paid-in Capital. See Note 4 – Convertible Promissory Note for additional details.
In May of 2014 shares of common stock of 20,065,787
were issued for the settlement of $29,868 convertible debts. The assignment of $21,000 in convertible debt resulted in an extinguishment
of debt. $21,000 debt discount originated from beneficial conversion feature inherent to the new convertible promissory notes was
charged to additional paid-in capital; see Note 4 – Convertible Promissory Note. Related party liabilities were forgiven
in the amount of $393,838 increasing additional paid-in capital, as referenced in Note 3 – Related Party Transactions.
F-10
TRANSATLANTIC CAPITAL INC.
(formerly ACRO INC)
Notes to the Financial Statements
For the Years Ended December 31, 2014
and 2013
On
May 24, 2014, the Company executed a 150 to 1 reverse split of all common shares. Following the reverse split, the par value per
common share decreased from $0.01 to $0.001. Each 150 shares of Common Stock (“Old Stock”) issued and outstanding were
automatically, without any action by the holder, changed and reclassified into 1 share of fully-paid and non-assessable Common
Stock (“New Stock”). All fractional shares were rounded up to the next whole share. All shares under 100 shares were
rounded to 100 shares. The earnings per share calculations and outstanding share information for all periods presented have been
recast to reflect the impact of the stock split.
In addition, the Company increased the authorized shares from 700,000,000
to 750,000,000 shares of stock consisting of 700,000,000 shares of common stock with a par value of $0.001 and 50,000,000 shares
of preferred stock with a par value of $0.001.
NOTE 6 – INCOME TAXES
Tax rates
Transatlantic is subject to a 15%-35% corporate
tax rate in the United States. Income taxable in Israeli is subject to a tax rate of 25% in 2013 and 26.5% for 2014.
For financial reporting purposes, income (loss)
before income taxes includes the following components:
| |
Year ended December 31, |
| |
2014 | |
2013 |
| |
| |
|
United States | |
$ | (312,535 | ) | |
$ | (1,018,407 | ) |
Israel | |
| | | |
| (4,097 | ) |
| |
$ | (312,535 | ) | |
$ | (1,022,504 | ) |
For the years ended December 31, 2014 and 2013,
the Company did not recognize expenses for the benefit conversion feature of $130,174 and $786,053 respectively, for tax purposes.
Deferred Tax
| |
Year ended December 31, |
| |
2014 | |
2013 |
Deferred tax assets: | |
| |
|
Net Operating loss carry forwards | |
$ | 1,132,014 | | |
$ | 1,070,011 | |
Valuation allowance | |
| (1,132,014 | ) | |
| (1,070,011 | ) |
Net deferred tax assets | |
$ | — | | |
$ | — | |
The deferred tax assets have been fully offset
by a valuation allowance. The net change in the total valuation allowance for the years ended December 31, 2014 and 2013 was an
increase of $62,003 and a decrease of $476,438 respectively. In assessing the realization of deferred tax assets, management considers
whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of
deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences
are reducible. Management considers projected taxable income and tax planning strategies in making this assessment. In order to
fully realize the deferred tax asset, the Company will need to generate future taxable income prior to the expiration of the deferred
tax assets governed by the tax code. Based on the level of historical taxable losses, management believes that it is more likely
than not that the Company will not realize the benefits of these deductible differences.
F-11
TRANSATLANTIC CAPITAL INC.
(formerly ACRO INC)
Notes to the Financial Statements
For the Years Ended December 31, 2014
and 2013
As of December 31, 2014, the Company has net
operating loss carry forwards for federal income tax purposes of approximately $3.3 million, after consideration of approximately
$201,400 of net operating loss carry forwards that are expected to expire unused due to an ownership change as defined under the
Internal Revenue Code section 382 that occurred in early 2006. These federal net operating loss carry forwards will expire if not
utilized on various dates through 2027.
Reconciliation of Income Tax Benefit (Expense)
A reconciliation of the theoretical income
tax computed on the loss before income taxes at the statutory tax rate and the actual income tax provision is presented as follows:
| |
Year ended December 31, |
| |
2014 | |
2013 |
| |
| |
|
Loss before income taxes as per the income statement | |
$ | (312,535 | ) | |
$ | (1,022,504 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
Tax calculated according to the statutory tax rate of 34% | |
| (106,262 | ) | |
| (347,651 | ) |
| |
| | | |
| | |
Increase (decrease) in income tax resulting from: | |
| | | |
| | |
Non tax benefit losses | |
| 106,262 | | |
| 347,282 | |
Foreign tax rate differential | |
| — | | |
| — | |
Total income tax benefit | |
$ | — | | |
$ | — | |
The income tax payable as of December 31, 2014
and 2013 was $0.
Accounting for Uncertainty in Income Taxes
As of January 1, 2014 and for the 12 months
ended December 31, 2014, the Company did not have any unrecognized tax benefits and do not expect that the amount of unrecognized
tax benefits will change significantly within the next 12 months. The Company’s accounting policy is to accrue interest and
penalties related to unrecognized tax benefits as a component of income tax expense.
NOTE 7 – SUBSEQUENT EVENTS
On March 6, 2015, the remaining $1,000 convertible
promissory note was converted to 1,000,000 shares of common stock.
F-12
EXHIBIT 31.1
OFFICER'S CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEY
ACT
I, Joshua Griggs, certify that:
1. I have reviewed this Annual Report on Form 10-K
for the year ended December 31, 2014 for Transatlantic Capital Inc. ;
2. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
3. Based on my knowledge, the
financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods
presented in this report;
4. The issuer's other certifying officer(s) and
I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
a) Designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control
over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the issuer's
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
d) Disclosed in this report
any change in the issuer's internal control over financial reporting that occurred
during the issuer's most recent fiscal quarter (the issuer's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial
reporting; and
5. The issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the issuer's auditors and the audit committee of the small business issuer's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.
Date: January 7, 2016 |
By: |
/s/Joshua Griggs |
|
|
|
Joshua Griggs |
|
|
|
Chief Executive Officer |
|
EXHIBIT 31.2
OFFICER'S CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEY
ACT
I, Joshua Griggs, certify that:
1. I have reviewed this Annual Report on Form 10-K
for the year ended December 31, 2014 for Tramsatlantic Capital Inc..;
2. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
3. Based on my knowledge, the
financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods
presented in this report;
4. The issuer's other certifying officer(s) and
I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
a) Designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control
over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the issuer's
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
d) Disclosed in this report
any change in the issuer's internal control over financial reporting that occurred
during the issuer's most recent fiscal quarter (the issuer's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial
reporting; and
5. The issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the issuer's auditors and the audit committee of the small business issuer's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.
Date: January 7, 2016 |
By: |
/s/Joshua Griggs |
|
|
|
Joshua Griggs |
|
|
|
Principal Financial Officer |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION
1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Transatlantic Capital Inc.
(the "Company") on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), each of the undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his
knowledge:
1. The Report
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information
contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
3. A
signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission or its staff upon request.
Date: January 7, 2016 |
By: |
/s/Joshua Griggs |
|
|
|
Joshua Griggs, CEO |
|
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION
1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Transatlantic Capital Inc.
(the "Company") on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), each of the undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his
knowledge:
1. The Report
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information
contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
3. A
signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission or its staff upon request.
Date: January 7, 2016 |
By: |
/s/Joshua Griggs |
|
|
|
Joshua Griggs |
|
|
|
Principal Financial Officer |
|
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v3.3.1.900
Balance Sheets - USD ($)
|
Dec. 31, 2014 |
Dec. 31, 2013 |
CURRENT ASSETS: |
|
|
Accounts receivable |
|
$ 793
|
Total Current Assets |
|
793
|
TOTAL ASSETS |
$ 0
|
793
|
CURRENT LIABILITIES |
|
|
Accounts payable and accrued liabilities |
$ 74,813
|
2,750
|
Accounts payable - related parties |
|
$ 275,182
|
Advances - related parties |
$ 69,155
|
|
Convertible promissory note |
1,000
|
|
Total Current Liabilities |
144,968
|
$ 277,932
|
TOTAL LIABILITIES |
144,968
|
277,932
|
STOCKHOLDERS' EQUITY (DEFICIENCY) |
|
|
Common Stock: 700,000,000 shares authorized par value $0.001 per share; issued and outstanding, 20,365,622 shares at December 31, 2014 and 299,835 at December 31, 2013 |
20,366
|
300
|
Additional paid-in-capital |
5,610,968
|
5,186,328
|
Deficit accumulated |
(5,776,302)
|
(5,463,767)
|
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) |
(144,968)
|
(277,139)
|
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY |
$ 0
|
$ 793
|
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v3.3.1.900
Condensed Balance Sheets (Parenthetical) - $ / shares
|
Dec. 31, 2014 |
Dec. 31, 2013 |
Statement of Financial Position [Abstract] |
|
|
Preferred stock; par value |
$ 0.001
|
$ 0.001
|
Preferred stock; shares authorized |
50,000,000
|
50,000,000
|
Preferred stock; shares issued |
|
|
Preferred stock; shares outstanding |
|
|
Common stock; par value |
$ 0.001
|
$ 0.001
|
Common stock; shares authorized |
700,000,000
|
700,000,000
|
Common stock; shares issued |
20,365,622
|
299,835
|
Common stock; shares outstanding |
20,365,622
|
299,835
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X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Statements of Operations - USD ($)
|
12 Months Ended |
Dec. 31, 2014 |
Dec. 31, 2013 |
Operating Expenses |
|
|
General and administrative expenses |
$ (179,759)
|
$ (232,175)
|
Total Operating Expenses |
(179,759)
|
(232,175)
|
Operating Loss |
(179,759)
|
(232,175)
|
Interest expenses |
(2,602)
|
(4,276)
|
Expenses for benefit conversion feature |
(130,174)
|
(786,053)
|
Net loss |
$ (312,535)
|
$ (1,022,504)
|
Basic and diluted net loss per common share |
$ (0.04)
|
$ (3.41)
|
Weighted average shares used in computing basic and diluted net loss per share |
8,230,259
|
299,835
|
X |
- DefinitionThe amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
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v3.3.1.900
Statements of Cash Flows - USD ($)
|
12 Months Ended |
Dec. 31, 2014 |
Dec. 31, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
Net Loss |
$ (312,535)
|
$ (1,022,504)
|
Adjustments to reconcile net loss to net cash used by operating activities: |
|
|
Depreciation |
|
4,097
|
Expenses for benefit conversion feature |
$ 130,174
|
786,053
|
Interest expense |
|
$ 4,276
|
Changes in operating assets and liabilities: |
|
|
Accounts receivable |
$ 793
|
|
Accounts payable and Accounts payable - related parties |
112,413
|
$ 228,078
|
Net cash used in operating activities |
(69,155)
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
Proceeds from related party advances |
69,155
|
|
Net Cash Provided by Financing Activities |
$ 69,155
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
Cash and cash equivalents at beginning of the year |
|
|
Cash and cash equivalents at year end |
|
|
Supplemental disclosure of cash flow information |
|
|
Interest paid |
|
|
Income taxes paid |
|
|
Supplemental disclosure of non cash financing activity |
|
|
Debt discount originated from beneficial conversion feature |
$ 21,000
|
$ 910,084
|
Debt converted into stocks |
29,868
|
|
Liabilities forgiven by related party |
$ 393,838
|
|
X |
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v3.3.1.900
Statement of Changes in Shareholders Deficit - USD ($)
|
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total |
Beginning Balance, Shares at Dec. 31, 2012 |
299,835
|
|
|
|
Beginning Shares, Amount at Dec. 31, 2012 |
$ 300
|
$ 4,276,244
|
$ (4,441,263)
|
$ (164,719)
|
Beneficial conversion feature (note 4) |
|
910,084
|
|
910,084
|
Net loss |
|
|
(1,022,504)
|
(1,022,504)
|
Ending Balance, Shares at Dec. 31, 2013 |
299,835
|
|
|
|
Ending Balance, Amount at Dec. 31, 2013 |
$ 300
|
5,186,328
|
(5,463,767)
|
(277,139)
|
Common shares issued for settlement of convertible debt, shares (note 4) |
20,065,787
|
|
|
|
Common shares issued for settlement of convertible debt, amount (note 4) |
$ 20,066
|
9,802
|
|
29,868
|
Beneficial conversion feature (note 4) |
|
21,000
|
|
21,000
|
Liabilities forgiven by related party (note 3) |
|
393,838
|
|
393,838
|
Net loss |
|
|
(312,535)
|
(312,535)
|
Ending Balance, Shares at Dec. 31, 2014 |
20,365,622
|
|
|
|
Ending Balance, Amount at Dec. 31, 2014 |
$ 20,366
|
$ 5,610,968
|
$ (5,776,302)
|
$ (144,968)
|
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v3.3.1.900
Organization
|
12 Months Ended |
Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Organization |
NOTE 1 - ORGANIZATION
Organization and Line of Business
Transatlantic Capital Inc. was incorporated
on May 22, 2002, under the laws of the State of Nevada, as Medina International Corp. On May 4, 2006, the Company changed its name
to ACRO Inc., and again on May 24, 2014 to Transatlantic Capital Inc.
The Company was originally an oil and
gas consulting company in Canada and the United States that later shifted operations to Israel to engage in development of products
for the detection of military and commercial explosives for the homeland security market. On May 24, 2014 a change of control took
place and the Company changed its business model to develop and manage real estate. As a result, the Companys address was
moved from Israel to Georgia.
The Companys common stock was
first listed on the Over-the-Counter Bulletin Board, or OTC Bulletin Board in April of 2003. It now trades on the
OTCQB under the ticker symbol TACI.
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- DefinitionThe entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.
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v3.3.1.900
Summary of Significant Accounting Policies
|
12 Months Ended |
Dec. 31, 2014 |
Accounting Policies [Abstract] |
|
Summary of Significant Accounting Policies |
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements have been prepared in accordance
with generally accepted accounting principles in the United States (US GAAP).
Use of Estimates
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and accompanying notes. The reported amounts of revenues
and expenses during the reporting period may be affected by the estimates and assumptions management is required to make. Estimates
and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to
be necessary. It is at least reasonably possible that managements estimates could change in the near term with respect to
these matters, as actual results could differ from these estimates.
Going Concern
In conformity with generally accepted
accounting principles, it has been assumed that the Company will continue as a going concern. The Company, however, continues
to incur losses from operations ($312,535 in the year ended December 31, 2014) and has a negative working capital ($144,968 as
of December 31, 2014). This raises substantial doubt about the Company's ability to continue as a going concern. Management intends
to raise financing through public equity or other means and interests that it deems necessary. These financial statements
do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Financial Statements in U.S. Dollars
The Company has determined the U.S.
dollar as the currency of its primary economic environment and thus, its functional and reporting currency. Non-U.S. dollar transactions
and balances have been re-measured into U.S. dollars. All transaction gains and losses from the re-measurement of monetary balance
sheet items denominated in non-dollar currencies are reflected in the statements of operations as other income or expenses, as
appropriate.
Convertible debt with beneficial
conversion feature
The Company accounts for convertible
debt with beneficial conversion feature in accordance with ASC 470-20 which requires the Company to recognize separately, at issuance,
the embedded beneficial conversion feature in additional paid-in capital. The recognition is done by allocating a portion of the
proceeds equal to the intrinsic value of that feature in additional paid-in capital. The intrinsic value is calculated as the difference
between the effective conversion price of the convertible debt and the fair value of the shares at issuance date.
Income taxes
The Company accounts for income taxes
by the liability method whereby deferred tax assets and liability account balances are determined based on differences between
financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary to reduce the
amount of deferred tax assets to their estimated realizable value.
Related Parties
A party is considered to be related
to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under
common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate
families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls
or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties
might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or
operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly
influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate
interests is also a related party.
Basic and Diluted Net Income (Loss)
per Share
Basic net income (loss) per share is
computed based on the weighted average number of common shares outstanding during each year. Diluted income (loss) per share is
computed based on the weighted average number of common shares outstanding during each year, plus dilutive potential common shares
considered outstanding during the year.
Reclassifications
Certain prior period amounts were reclassified
to conform to the manner of presentation in the current period. These reclassifications had no effect on the net loss or stockholders
equity.
Recent Accounting Pronouncements
In
June 2014, the FASB issued guidance which eliminates the concept of a development stage entity. Accordingly,
the incremental reporting requirements for a development stage entity, including inception-to-date information, will no longer
apply. The Company has adopted early implementation of the amendments, as permitted. The amendments will be effective for the Company
for reporting periods beginning after March 31, 2014. The Company will apply the guidance using a retrospective approach, except
for certain disclosure requirements which will be applied prospectively. The Company does not expect these amendments to have a
material effect on its financial position, results of operations, or cash flows.
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v3.3.1.900
Related Party Transactions
|
12 Months Ended |
Dec. 31, 2014 |
Related Party Transactions [Abstract] |
|
Related Party Transactions |
NOTE 3 RELATED PARTY TRANSACTIONS
During the year ended December 31, 2014,
the following three liabilities were assigned to a related party, and then forgiven by the related party, Top Alpha consulting
agreement, Porat employment agreement, and Top Alpha convertible promissory note. There were no changes in terms.
For the year ended December 31, 2013,
the Company had incurred and accrued an expense of $141,015 related to consulting services provided by Top Alpha, majority shareholder
(presented as Accounts payable related parties on the accompanying balance sheets). During 2014, additional expenses were
incurred and accrued in the amount of $6,449, leaving an accrued balance prior to the assignment and forgiveness on May 22, 2014
of $147,464, which was written off and charged to Additional Paid-in Capital as a liability forgiven by a related party.
On February 1, 2012, the Company entered
into employment agreement with Mr. Porat. Pursuant to this employment agreement, Mr. Porat shall serve as President, CEO, and CFO
of the Company at an annual salary of $70,000. During the year ended December 31, 2013, the Company incurred an expense of $70,000
for Mr. Porats salary. As of December 31, 2013, a total of $134,167 Mr.Porats salary had been accrued (presented
as Accounts payable related parties on the accompanying balance sheets).
On February 1, 2014, the Company entered
into a new employment agreement with Mr. Porat. Pursuant to this new employment agreement, Mr. Porat shall continue to serve as
President, CEO, and CFO of the Company at an annual salary of $90,000. The new employment agreement was effective as of February
1, 2014, and was to be in effect for a term of two years. However, Mr. Porat submitted a letter of resignation on May 27, 2014.
During the year ended December 31, 2014, the Company incurred an expense of $33,901 for Mr. Porats salary. As of May 22,
2014 the Company had accrued and owed salary to Mr. Porat in the amount of $168,068, prior to the assignment and forgiveness, which
was written off and charged to Additional Paid-in Capital as a liability forgiven by a related party.
On May 23, 2014, related party liabilities
totaling $393,838 were written off and charged to Additional Paid-in Capital as liabilities forgiven by a related party. These
liabilities consisted of salary owed to Mr. Porat in the amount of $168,068, debt due to Top Alpha Capital related to a consulting
agreement for $147,464, and a portion of the Top Alpha Capital convertible promissory note in the amount of $78,306. Refer to Note
4 Convertible Promissory Note for details related to the conversion, assignment, and the debt forgiven under the promissory
note.
In May of 2014, the Company received
advances from a stockholder as a loan with no interest and due on demand in the amount of $600 for filings with the State of Nevada.
On June 1, 2014, the Company executed
a funding agreement with NFA Securities L3C, a stockholder, to fund ongoing company operations with a loan of up to $150,000. During
the year ended December 31, 2014, NFA Securities L3C loaned the Company $68,555 under the funding agreement. The advances had no
interest and were due on demand.
In November of 2014, the Company engaged
NFA Seneca, LLC for consulting services. NFA Seneca, LLC and NFA Securities L3C, a stockholder, have common principal owners. During
the year ended December 31, 2014 the Company incurred an expense of $28,000 for consulting services including traveling expenses.
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v3.3.1.900
Convertible Promissory Note
|
12 Months Ended |
Dec. 31, 2014 |
Debt Disclosure [Abstract] |
|
Convertible Promissory Note |
NOTE 4 CONVERTIBLE PROMISSORY NOTE
On December 31, 2013 the Company signed an
amended convertible promissory note with Top Alpha Capital Ltd in the amount of $103,339 plus accrued interest of $5,835, totaling
$109,174. This note shall accrue interest at the rate of 6% per annum, the interest shall be payable semi-annually on June 30 and
December 31. The original note was dated June 30, 2012 for $62,255. The due date for the note has been extended to December 31,
2014, and in consideration for this extension, the conversion rate has been amended from one share of Common Stock for each $2.480745
principal amount of the note and accrued interest, to one share of Common Stock for each $0.15 principal amount of the note and
accrued interest. The convertible promissory note had a balance of $0 as of December 31, 2013, net of $109,174 debt discount.
During the year ended December 31, 2013 in
respect of the promissory note, a debt discount originating from the beneficial conversion feature in the amount of $910,084 was
charged to Additional Paid-in Capital. $786,053 of the above discount was amortized to expense.
On May 22, 2014, the Company had convertible
debt outstanding in the amount of $109,174, which was assigned by Top Alpha to a related party. Out of the $109,174, $9,868 was
converted by the related party into 65,787 shares of common stock. $21,000 was assigned by the related party to other parties,
and the balance of $78,306 was forgiven and charged to Additional Paid-in Capital as a liability forgiven by a related party. Refer
to Note 3 Related Party Transactions for details related to related party liabilities forgiven.
Upon assignment of the $21,000 in convertible
debt, three new convertible promissory notes were created, the conversion price changed from $0.15 per common stock share to $$0.001
per share, the interest rate was modified from 6% to 5% per annum, and the due date was modified from December 31, 2014 to November
22, 2014. As a result, the Company evaluated the application of ASC 470-50 and ASC 470-60 and modifications constituted a debt
extinguishment rather than a troubled debt restructuring, with the old debt written off and the new debt initially recorded at
fair value with a new effective interest rate. The Company accounted for the intrinsic value of a beneficial conversion feature
inherent to the new convertible promissory notes and a total debt discount of $21,000 was recorded.
These promissory notes totaling $21,000 are
to be converted into 21,000,000 of newly issued restricted shares of common stock. These shares shall be issued as follows, 13,333,333
shares of common stock to NFA Securities L3C and 6,666,667 shares of common stock to IMIR Management LLC, and 1,000,000 shares of
common stock to Friction & Heat, LLC, a third party. As of December 31, 2014 $20,000 of the debt was converted into 20,000,000
shares. The Friction & Heat convertible promissory note in the amount of $1,000 remained outstanding as of December 31, 2014.
During the year ended December 31, 2014 in
respect of the promissory note, a debt discount originating from the beneficial conversion feature in the amount of $21,000 was
charged to Additional Paid-in Capital and $130,174 debt discount was amortized to expense.
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v3.3.1.900
Shareholders Deficiency
|
12 Months Ended |
Dec. 31, 2014 |
Equity [Abstract] |
|
Shareholders Deficiency |
NOTE 5 SHAREHOLDERS DEFICIT
Financial statements as of December 31, 2013
reported additional paid-in-capital of $4,291,101 and a capital reserve of $895,227. The capital reserve has been regrouped into
the additional paid-in-capital account for a net balance of $5,186,328.
On December 31, 2013 the Company signed an
amended convertible promissory note resulting in a debt discount originating from beneficial conversion feature in the amount of
$910,084, which was charged to Additional Paid-in Capital. See Note 4 Convertible Promissory Note for additional details.
In May of 2014 shares of common stock of 20,065,787
were issued for the settlement of $29,868 convertible debts. The assignment of $21,000 in convertible debt resulted in an extinguishment
of debt. $21,000 debt discount originated from beneficial conversion feature inherent to the new convertible promissory notes was
charged to additional paid-in capital; see Note 4 Convertible Promissory Note. Related party liabilities were forgiven
in the amount of $393,838 increasing additional paid-in capital, as referenced in Note 3 Related Party Transactions.
On
May 24, 2014, the Company executed a 150 to 1 reverse split of all common shares. Following the reverse split, the par value per
common share decreased from $0.01 to $0.001. Each 150 shares of Common Stock (Old Stock) issued and outstanding were
automatically, without any action by the holder, changed and reclassified into 1 share of fully-paid and non-assessable Common
Stock (New Stock). All fractional shares were rounded up to the next whole share. All shares under 100 shares were
rounded to 100 shares. The earnings per share calculations and outstanding share information for all periods presented have been
recast to reflect the impact of the stock split.
In addition, the Company increased the authorized shares from 700,000,000
to 750,000,000 shares of stock consisting of 700,000,000 shares of common stock with a par value of $0.001 and 50,000,000 shares
of preferred stock with a par value of $0.001.
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- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
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v3.3.1.900
Income Taxes
|
12 Months Ended |
Dec. 31, 2014 |
Income Tax Disclosure [Abstract] |
|
Income Taxes |
NOTE 6 INCOME TAXES
Tax rates
Transatlantic is subject to a 15%-35% corporate
tax rate in the United States. Income taxable in Israeli is subject to a tax rate of 25% in 2013 and 26.5% for 2014.
For financial reporting purposes, income (loss)
before income taxes includes the following components:
| |
Year ended December 31, |
| |
2014 | |
2013 |
| |
| |
|
United States | |
$ | (312,535 | ) | |
$ | (1,018,407 | ) |
Israel | |
| | | |
| (4,097 | ) | |
| |
$ | (312,535 | ) | |
$ | (1,022,504 | ) |
For the years ended December 31, 2014 and 2013,
the Company did not recognize expenses for the benefit conversion feature of $130,174 and $786,053 respectively, for tax purposes.
Deferred Tax
| |
Year ended December 31, |
| |
2014 | |
2013 |
Deferred tax assets: | |
| |
|
Net Operating loss carry forwards | |
$ | 1,132,014 | | |
$ | 1,070,011 | |
Valuation allowance | |
| (1,132,014 | ) | |
| (1,070,011 | ) |
Net deferred tax assets | |
$ | | | |
$ | | |
The deferred tax assets have been fully offset
by a valuation allowance. The net change in the total valuation allowance for the years ended December 31, 2014 and 2013 was an
increase of $62,003 and a decrease of $476,438 respectively. In assessing the realization of deferred tax assets, management considers
whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of
deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences
are reducible. Management considers projected taxable income and tax planning strategies in making this assessment. In order to
fully realize the deferred tax asset, the Company will need to generate future taxable income prior to the expiration of the deferred
tax assets governed by the tax code. Based on the level of historical taxable losses, management believes that it is more likely
than not that the Company will not realize the benefits of these deductible differences.
As of December 31, 2014, the Company has net
operating loss carry forwards for federal income tax purposes of approximately $3.3 million, after consideration of approximately
$201,400 of net operating loss carry forwards that are expected to expire unused due to an ownership change as defined under the
Internal Revenue Code section 382 that occurred in early 2006. These federal net operating loss carry forwards will expire if not
utilized on various dates through 2027.
Reconciliation of Income Tax Benefit (Expense)
A reconciliation of the theoretical income
tax computed on the loss before income taxes at the statutory tax rate and the actual income tax provision is presented as follows:
| |
Year ended December 31, |
| |
2014 | |
2013 |
| |
| |
|
Loss before income taxes as per the income statement | |
$ | (312,535 | ) | |
$ | (1,022,504 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
Tax calculated according to the statutory tax rate of 34% | |
| (106,262 | ) | |
| (347,651 | ) |
| |
| | | |
| | |
Increase (decrease) in income tax resulting from: | |
| | | |
| | |
Non tax benefit losses | |
| 106,262 | | |
| 347,282 | |
Foreign tax rate differential | |
| | | |
| | |
Total income tax benefit | |
$ | | | |
$ | | |
The income tax payable as of December 31, 2014
and 2013 was $0.
Accounting for Uncertainty in Income Taxes
As of January 1, 2014 and for the 12 months
ended December 31, 2014, the Company did not have any unrecognized tax benefits and do not expect that the amount of unrecognized
tax benefits will change significantly within the next 12 months. The Companys accounting policy is to accrue interest and
penalties related to unrecognized tax benefits as a component of income tax expense.
|
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Subsequent Events
|
12 Months Ended |
Dec. 31, 2014 |
Subsequent Events [Abstract] |
|
Subsequent Events |
NOTE 7 SUBSEQUENT EVENTS
On March 6, 2015, the remaining $1,000 convertible
promissory note was converted to 1,000,000 shares of common stock.
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Summary of Significant Accounting Policies (Policies)
|
12 Months Ended |
Dec. 31, 2014 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis of Presentation
The financial statements have been prepared in accordance
with generally accepted accounting principles in the United States (US GAAP).
|
Use of Estimates |
Use of Estimates
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and accompanying notes. The reported amounts of revenues
and expenses during the reporting period may be affected by the estimates and assumptions management is required to make. Estimates
and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to
be necessary. It is at least reasonably possible that managements estimates could change in the near term with respect to
these matters, as actual results could differ from these estimates.
|
Going Concern |
Going Concern
In conformity with generally accepted
accounting principles, it has been assumed that the Company will continue as a going concern. The Company, however, continues
to incur losses from operations ($312,535 in the year ended December 31, 2014) and has a negative working capital ($144,968 as
of December 31, 2014). This raises substantial doubt about the Company's ability to continue as a going concern. Management intends
to raise financing through public equity or other means and interests that it deems necessary. These financial statements
do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
|
Financial Statements in U.S. Dollars |
Financial Statements in U.S. Dollars
The Company has determined the U.S.
dollar as the currency of its primary economic environment and thus, its functional and reporting currency. Non-U.S. dollar transactions
and balances have been re-measured into U.S. dollars. All transaction gains and losses from the re-measurement of monetary balance
sheet items denominated in non-dollar currencies are reflected in the statements of operations as other income or expenses, as
appropriate.
|
Convertible debt with beneficial conversion feature |
Convertible debt with beneficial
conversion feature
The Company accounts for convertible
debt with beneficial conversion feature in accordance with ASC 470-20 which requires the Company to recognize separately, at issuance,
the embedded beneficial conversion feature in additional paid-in capital. The recognition is done by allocating a portion of the
proceeds equal to the intrinsic value of that feature in additional paid-in capital. The intrinsic value is calculated as the difference
between the effective conversion price of the convertible debt and the fair value of the shares at issuance date.
|
Income taxes |
Income taxes
The Company accounts for income taxes
by the liability method whereby deferred tax assets and liability account balances are determined based on differences between
financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary to reduce the
amount of deferred tax assets to their estimated realizable value.
|
Related Parties |
Related Parties
A party is considered to be related
to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under
common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate
families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls
or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties
might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or
operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly
influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate
interests is also a related party.
|
Basic and Diluted Net Income (Loss) per Share |
Basic and Diluted Net Income (Loss)
per Share
Basic net income (loss) per share is
computed based on the weighted average number of common shares outstanding during each year. Diluted income (loss) per share is
computed based on the weighted average number of common shares outstanding during each year, plus dilutive potential common shares
considered outstanding during the year.
|
Reclassifications |
Reclassifications
Certain prior period amounts were reclassified
to conform to the manner of presentation in the current period. These reclassifications had no effect on the net loss or stockholders
equity.
|
Recent Accounting Pronouncements |
Recent Accounting Pronouncements
In
June 2014, the FASB issued guidance which eliminates the concept of a development stage entity. Accordingly,
the incremental reporting requirements for a development stage entity, including inception-to-date information, will no longer
apply. The Company has adopted early implementation of the amendments, as permitted. The amendments will be effective for the Company
for reporting periods beginning after March 31, 2014. The Company will apply the guidance using a retrospective approach, except
for certain disclosure requirements which will be applied prospectively. The Company does not expect these amendments to have a
material effect on its financial position, results of operations, or cash flows.
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v3.3.1.900
Income Taxes (Tables)
|
12 Months Ended |
Dec. 31, 2014 |
Income Tax Disclosure [Abstract] |
|
Income (loss) before income taxes components |
| |
Year ended December 31, |
| |
2014 | |
2013 |
| |
| |
|
United States | |
$ | (312,535 | ) | |
$ | (1,018,407 | ) |
Israel | |
| | | |
| (4,097 | ) | |
| |
$ | (312,535 | ) | |
$ | (1,022,504 | ) |
|
Deferred Tax |
| |
Year ended December 31, |
| |
2014 | |
2013 |
Deferred tax assets: | |
| |
|
Net Operating loss carry forwards | |
$ | 1,132,014 | | |
$ | 1,070,011 | |
Valuation allowance | |
| (1,132,014 | ) | |
| (1,070,011 | ) |
Net deferred tax assets | |
$ | | | |
$ | | |
|
Reconciliation of Income Tax Benefit (Expense) |
| |
Year ended December 31, |
| |
2014 | |
2013 |
| |
| |
|
Loss before income taxes as per the income statement | |
$ | (312,535 | ) | |
$ | (1,022,504 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
Tax calculated according to the statutory tax rate of 34% | |
| (106,262 | ) | |
| (347,651 | ) |
| |
| | | |
| | |
Increase (decrease) in income tax resulting from: | |
| | | |
| | |
Non tax benefit losses | |
| 106,262 | | |
| 347,282 | |
Foreign tax rate differential | |
| | | |
| | |
Total income tax benefit | |
$ | | | |
$ | | |
|
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Related Party Transactions (Details Narrative) - USD ($)
|
12 Months Ended |
Dec. 31, 2014 |
Dec. 31, 2013 |
Accounts payable - related parties |
|
$ 275,182
|
Liabilities forgiven by related party |
$ 393,838
|
|
Loan from stockholder |
600
|
|
Top Alpha consulting agreement [Member] |
|
|
Accounts payable - related parties |
|
141,015
|
Consulting Services |
6,449
|
|
Liabilities forgiven by related party |
147,464
|
|
Porat employment agreement [Member] |
|
|
Accounts payable - related parties |
|
134,167
|
Liabilities forgiven by related party |
168,068
|
|
Annual salary agreement |
$ 90,000
|
$ 70,000
|
Term of employment |
2 years
|
|
Annual salary |
$ 33,901
|
|
Top Alpha convertible promissory note [Member] |
|
|
Liabilities forgiven by related party |
78,306
|
|
NFA Securities L3C [Member] |
|
|
Loan from stockholder |
68,555
|
|
Funding available |
150,000
|
|
NFA Seneca L3C [Member] |
|
|
Consulting Services |
$ 28,000
|
|
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Convertible Promissory Note (Details Narrative 1) - USD ($)
|
12 Months Ended |
|
Dec. 31, 2014 |
Dec. 31, 2013 |
Jun. 30, 2012 |
Debt Conversion [Line Items] |
|
|
|
Beneficial conversion feature |
$ 21,000
|
$ 910,084
|
|
Expenses for benefit conversion feature |
130,174
|
786,053
|
|
Top Alpha Capital, LTD Note #1 [Member] |
|
|
|
Debt Conversion [Line Items] |
|
|
|
Note Issued |
|
103,339
|
$ 62,255
|
Accrued interest |
|
5,835
|
|
Promissory Note balance |
0
|
$ 109,174
|
|
Debt discount |
$ 109,174
|
|
|
Interest rate |
6.00%
|
|
|
Date issued |
2013-12
|
|
|
Due date of note |
Dec. 31, 2014
|
|
|
Common stock conversion |
one share for $2.480745 of principal
|
|
|
Conversion price |
$ 0.15
|
|
|
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v3.3.1.900
Convertible Promissory Note (Details Narrative 2) - USD ($)
|
|
12 Months Ended |
May. 22, 2014 |
Dec. 31, 2014 |
Debt Conversion [Line Items] |
|
|
Liabilities forgiven by related party |
|
$ 393,838
|
Top Alpha Capital, LTD[Member] |
|
|
Debt Conversion [Line Items] |
|
|
Note Issued, face value |
$ 109,174
|
|
Debt converted to common stock, value |
$ 9,868
|
|
Debt converted to common stock,shares |
65,787
|
|
Convertible debt balance |
$ 21,000
|
|
Convertible Debt [Member] |
|
|
Debt Conversion [Line Items] |
|
|
Debt converted to common stock,shares |
21,000,000
|
20,000,000
|
Convertible debt balance |
$ 21,000
|
$ 20,000
|
Liabilities forgiven by related party |
$ 78,306
|
|
Interest rate |
6.00%
|
5.00%
|
Date issued |
2014-05
|
2014-05
|
Due date of note |
Dec. 31, 2014
|
Nov. 22, 2014
|
Conversion price |
$ 0.15
|
$ 0.001
|
Top Alpha Capital, LTD, consulting agreement [Member] |
|
|
Debt Conversion [Line Items] |
|
|
Note Issued, face value |
$ 147,464
|
|
NFA Securities LLC [Member] |
|
|
Debt Conversion [Line Items] |
|
|
Debt converted to common stock,shares |
13,333,333
|
|
IMIR Management LLC [Member] |
|
|
Debt Conversion [Line Items] |
|
|
Debt converted to common stock,shares |
6,666,667
|
|
Fricition and Heat, LLC [Member] |
|
|
Debt Conversion [Line Items] |
|
|
Debt converted to common stock,shares |
1,000,000
|
|
X |
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v3.3.1.900
Shareholders Deficiency (Details Narrative) - USD ($)
|
|
12 Months Ended |
|
May. 24, 2014 |
Dec. 31, 2014 |
Dec. 31, 2013 |
May. 22, 2014 |
Shareholders Deficiency (Textual) |
|
|
|
|
Additional paid-in-capital |
|
$ 5,610,968
|
$ 5,186,328
|
|
Common shares issued for settlement of convertible debt, amount |
|
29,868
|
|
|
Beneficial conversion feature |
|
21,000
|
$ 910,084
|
|
Liabilities forgiven by related party |
|
$ 393,838
|
|
|
Reverse stock split |
150 to 1
|
|
|
|
Common stock; shares issued before split |
|
|
|
29,216,990
|
Common stock; shares issued |
|
20,365,622
|
299,835
|
|
Common stock; par value |
|
$ 0.001
|
$ 0.001
|
$ 0.01
|
Authorized shares of stock |
750,000,000
|
|
|
|
Common stock; shares authorized |
700,000,000
|
700,000,000
|
700,000,000
|
700,000,000
|
Preferred stock; par value |
$ 0.001
|
$ 0.001
|
$ 0.001
|
|
Preferred stock; shares authorized |
50,000,000
|
50,000,000
|
50,000,000
|
|
Previous [Member] |
|
|
|
|
Shareholders Deficiency (Textual) |
|
|
|
|
Additional paid-in-capital |
|
|
$ 4,291,101
|
|
Capital reserve |
|
|
$ 895,227
|
|
Shares [Member] |
|
|
|
|
Shareholders Deficiency (Textual) |
|
|
|
|
Common shares issued for settlement of convertible debt, shares |
|
20,065,787
|
|
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Dec. 31, 2014 |
Dec. 31, 2013 |
Deferred tax assets: |
|
|
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$ 1,070,011
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TransAtlantic Capital (CE) (USOTC:TACI)
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