TACI TransAtlantic Capital Inc New (CE)

PART I

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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.

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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, 2015 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.

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 may also invest in real estate in either Europe or Africa should the opportunity arise. 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.

Our primary investment objectives are:

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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 $5 million in debt or equity financing. However, we will require significantly more than $5 million in financing to fully implement our business plan.

Commercial Real Estate Properties

We intend to 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.

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.

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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.

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.

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.

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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:

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.

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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, 2015 the Company had an accumulated deficit of $5,798,160. 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, 2015 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.

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.

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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.

Two shareholders control a significant percentage of our current outstanding common stock.

NFA Securities and IMIR Management LLC control approximately 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.

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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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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.

Item 1(b) Unresolved Staff Comments

Not applicable.

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

F-1

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

F-2

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

F-3

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

F-4

TRANSATLANTIC CAPITAL INC.

(formerly ACRO INC)

Notes to the Financial Statements

For the Years Ended December 31, 2015 and 2014

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 ($21,857 in the year ended December 31, 2015) and has a negative working capital ($165,825 as of December 31, 2015). 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-5

TRANSATLANTIC CAPITAL INC.

(formerly ACRO INC)

Notes to the Financial Statements

For the Years Ended December 31, 2015 and 2014

Cash and Cash Equivalents

Cash in bank accounts are at risk to the extent that they exceed U.S. Federal Deposit Insurance Corporation insured amounts. All investments purchased with a maturity of three months or less are cash equivalents.

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

The Company has implemented all new relevant accounting pronouncements that are in effect through the date of these financial statements. The pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations.

F-6

TRANSATLANTIC CAPITAL INC.

(formerly ACRO INC)

Notes to the Financial Statements

For the Years Ended December 31, 2015 and 2014

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, 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 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.

During the year ended December 31, 2014, the Company had received $600 in advances from IMIR Management LLC, a stockholder, as a loan with no interest and due on demand for various operational expenses. During the year ended, December 31, 2015, an additional $5,240 was loaned to the Company. Advances due to the stockholder as of the year ended December 31, 2015 were $5,840, due on demand with no interest.

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, the Company had received $68,555 in advances from NFA Securities L3C. During the twelve months ended December 31, 2015, NFA Securities L3C loaned the Company $17,193 under the funding agreement resulting in a balance due of $85,748. The advances had no interest and were due on demand.

F-7

TRANSATLANTIC CAPITAL INC.

(formerly ACRO INC)

Notes to the Financial Statements

For the Years Ended December 31, 2015 and 2014

NOTE 4 – CONVERTIBLE PROMISSORY NOTE

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 into 65,787 shares of common stock. $21,000 was assigned by the related party to other parties, and the $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 were to be converted into 21,000,000 of newly issued restricted shares of common stock. These shares were to 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, but was converted on March 6, 2015 to 1,000,000 shares of common stock.

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

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 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.

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.

On March 6, 2015, 1,000,000 shares of common stock were issued for the conversion of $1,000 convertible debt; see Note 4 – Convertible Promissory Note.

F-8

TRANSATLANTIC CAPITAL INC.

(formerly ACRO INC)

Notes to the Financial Statements

For the Years Ended December 31, 2015 and 2014

NOTE 6 – LEASES

Operating Leases

On August 3, 2015, the Company entered into a month to month sublease agreement securing office space in an executive suite for a monthly rental amount of $100.00 due on the first day of each month. During the twelve months ended December 31, 2015, the Company incurred cost of $500 under this operating lease.

NOTE 7 – INCOME TAXES

Tax rates

Transatlantic is subject to a 15%-35% corporate tax rate in the United States.

For financial reporting purposes, income (loss) before income taxes includes the following:

For the years ended December 31, 2015 and 2014, the Company did not recognize expenses for the benefit conversion feature of $0 and $130,174 respectively, for tax purposes.

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, 2015 and 2014 was an increase of $7,431 and a decrease of $62,003 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, 2015, 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.

F-9

TRANSATLANTIC CAPITAL INC.

(formerly ACRO INC)

Notes to the Financial Statements

For the Years Ended December 31, 2015 and 2014

The income tax payable as of December 31, 2015 and 2014 was $0.

Accounting for Uncertainty in Income Taxes

As of January 1, 2015 and for the 12 months ended December 31, 2015, 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.

F-10

TransAtlantic Capital (CE) (USOTC:TACI)
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