UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Amendment No. 1)
(Mark One)
| [X] | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2020
or
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __ to ___
Commission File No. 000-56033
SYNDICATED RESORTS ASSOCIATION, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 47-5018835 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
5530 South Valley View Blvd, Suite 105
Las Vegas, Nevada 89118
(Address of principal executive offices) (zip code)
480-666-4116
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days). Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| Non-accelerated filer | [X] | Smaller Reporting Company | [X] |
| Emerging growth company | [X] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | N/A | N/A |
As of May 22, 2020, the Company had 7,990,000 shares of its common stock, par value $.0001 per share, issued and outstanding.
EXPLANATORY NOTE:
This Amendment No. 1 to the quarterly report on Form 10-Q for the period ended March 31, 2020, originally filed with the Securities and Exchange Commission on May 20, 2020 (the “Original Filing”), is being filed for the purpose of attaching as exhibits the applicable XBRL files. Otherwise, this Amendment No. 1 is the same as the Original Filing.
SYNDICATED RESORTS ASSOCIATION INC.
TABLE OF CONTENTS
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SYNDICATED RESORTS ASSOCIATION, INC.
(a Nevada Corporation)
UNAUDITED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2020 | 2019 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 1,023 | $ | 1,669 | ||||
| Prepaid Expense | 5,000 | 0 | ||||||
| Total Assets | $ | 6,023 | $ | 1,669 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Liabilities | ||||||||
| Accounts Payable | $ | 3,198 | $ | 1,258 | ||||
| Credit Card Payable | 12,205 | 1,931 | ||||||
| Accrued Expenses | 0 | 1,800 | ||||||
| Total Liabilities | 15,403 | 4,989 | ||||||
| Commitments and Contingencies (Note 8) | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Preferred Stock - Par Value $0.0001, 20,000,000 Shares Authorized, Issued and Outstanding | 0 | 0 | ||||||
| Common Stock - Par Value $0.0001, 100,000,000 Shares Authorized, 7,990,000 Issued and Outstanding | 799 | 799 | ||||||
| Additional Paid in Capital | 197,563 | 181,563 | ||||||
| Retained Deficit | (207,742 | ) | (185,682 | ) | ||||
| Total Stockholder’s Equity (Deficit) | (9,380 | ) | (3,320 | ) | ||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | 6,023 | $ | 1,669 | ||||
The accompanying notes are an integral part of these condensed financial statements.
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SYNDICATED RESORTS ASSOCIATION, INC.
(a Nevada Corporation)
UNAUDITED STATEMENTS OF OPERATIONS
| For the Three Months Ended March 31, | ||||||||
| 2020 | 2019 | |||||||
| Operating Expenses | ||||||||
| General and Administrative | $ | 3,884 | $ | 5,318 | ||||
| Legal and Professional | 18,140 | 20,985 | ||||||
| Total Operating Expenses | 22,024 | 26,303 | ||||||
| Loss from Operations | (22,024 | ) | (26,303 | ) | ||||
| Other Income (Expense) | ||||||||
| Other Expense | (36 | ) | (657 | ) | ||||
| Total Other Income (Expense) | (36 | ) | (657 | ) | ||||
| Loss from Operations before Income Taxes | (22,060 | ) | (26,960 | ) | ||||
| Provision for Income Taxes | 0 | 0 | ||||||
| Net Loss | $ | (22,060 | ) | $ | (26,960 | ) | ||
| Weighted Average Number of Common Shares - | ||||||||
| Basic and Diluted | 7,990,000 | 7,990,000 | ||||||
| Net Loss per Common Shares - | ||||||||
| Basic and Diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
The accompanying notes are an integral part of these condensed financial statements.
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SYNDICATED RESORTS ASSOCIATION, INC.
(a Nevada Corporation)
UNAUDITED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the Three Months Ended March 31, 2020 and 2019
| Common | Additional | Retained | ||||||||||||||||||
| Stock | Common | Paid-in | Earnings | |||||||||||||||||
| Shares | Stock | Capital | (Deficit) | Total | ||||||||||||||||
| Balance January 1, 2020 | 7,990,000 | $ | 799 | $ | 181,563 | $ | (185,682 | ) | $ | (3,320 | ) | |||||||||
| Capital Contributions | 16,000 | 16,000 | ||||||||||||||||||
| Net Loss for the Three Months Ended March 31, 2020 | (22,060 | ) | (22,060 | ) | ||||||||||||||||
| Balance March 31, 2020 | 7,990,000 | $ | 799 | $ | 197,563 | $ | (207,742 | ) | $ | (9,380 | ) | |||||||||
| Balance January 1, 2019 | 7,990,000 | $ | 799 | $ | 130,953 | $ | (143,275 | ) | $ | (11,523 | ) | |||||||||
| Capital Contributions | 810 | 810 | ||||||||||||||||||
| Net Loss for the Three Months Ended March 31, 2019 | (26,960 | ) | (26,960 | ) | ||||||||||||||||
| Balance March 31, 2019 | 7,990,000 | $ | 799 | $ | 131,763 | $ | (170,235 | ) | $ | (37,673 | ) | |||||||||
The accompanying notes are an integral part of these condensed financial statements.
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SYNDICATED RESORTS ASSOCIATION, INC.
(a Nevada Corporation)
UNAUDITED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31,
| 2020 | 2019 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net Loss | $ | (22,060 | ) | $ | (26,960 | ) | ||
| Adjustments to Reconcile Net Loss to | ||||||||
| Net Cash Used by Operating Activities: | ||||||||
| Change in Operating Assets and Liabilities | ||||||||
| Increase in Prepaid Expenses | (5,000 | ) | 0 | |||||
| Increase in Accounts Payable | 1,940 | 16,686 | ||||||
| Increase in Credit Card Payable | 10,274 | 9,298 | ||||||
| Decrease in Accrued Expenses | (1,800 | ) | 0 | |||||
| Net Cash Used by Operating Activities | (16,646 | ) | (976 | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Contributed Capital | 16,000 | 810 | ||||||
| Net Decrease in Cash | (646 | ) | (166 | ) | ||||
| Cash Balance - Beginning of Period | 1,669 | 1,797 | ||||||
| Cash Balance - End of Period | $ | 1,023 | $ | 1,631 | ||||
The accompanying notes are an integral part of these condensed financial statements.
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SYNDICATED RESORTS ASSOCIATION, INC.
(a Nevada Corporation)
March 31, 2020 and 2019 and December 31, 2019
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business – Syndicated Resorts Association, Inc. (the “Company”), is a corporation which organized originally as Royale Associates, LLC - a Nevada single member LLC, which began operations in 2015. The Company is a marketing and sales entity working within the vacation industry. The Company is designed to optimize relationships between resort destinations and potential vacationers. The Company markets to prospective clients through accredited distributors and customer support centers located throughout the United States.
Basis of Presentation – The accompanying unaudited interim financial statements have been prepared in accordance with the same accounting policies as the Company’s last annual financial statements. They do not include all the information required for a complete set of financial statements, however selected explanatory notes are included to explain events and transactions that are significant to the Company’s financial position and performance since the last annual financial statements.
The Company’s policies conform to accounting principles generally accepted in the United States of America as contained in the Accounting Standards Codification (ASC) issued by the Financial Accounting Standards Board (FASB) and have been consistently applied.
Method of Accounting – The Company uses the accrual method of accounting, in accordance with accounting principles generally accepted in the United States of America. The accounting policies have been applied consistently for purposes of preparation of these interim financial statements.
Recent Accounting Pronouncements – FASB has issued a new standard for accounting for leases under ASC 842, which is required to be adopted as of January 1, 2019. Since the Company currently has no leases, this new standard currently does not apply to the Company. There were no other new accounting pronouncements that impact the reporting for the Company as of March 31, 2020 and 2019, respectively.
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents - For purpose of the statements of cash flow, cash and cash equivalents include all cash balances and highly liquid investments with a maturity of three months or less.
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SYNDICATED RESORTS ASSOCIATION, INC.
(a Nevada Corporation)
March 31, 2020 and 2019 and December 31, 2019
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Taxes – The accounting guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken, or expected to be taken in income tax returns. The Company recognizes a tax benefit from an uncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination. The Company has examined its tax positions and concluded that there are no unrecognized tax benefits that will have a material impact on the financial statements for the quarters ended March 31, 2020 and 2019.
The Company’s tax returns are subject to possible examination by the taxing authorities. For federal income tax purposes the tax returns essentially remain open to possible examination for a period of three years after the respective filing deadlines of those returns.
NOTE 2 – CASH AND CASH EQUIVALENTS
As of March 31, 2020 and December 31, 2019, the cash balances were below the FDIC insured limits, and there were no restrictions on cash. The cash balances were $1,023 and $1,669 as of March 31, 2020 and December 31, 2019, respectively.
NOTE 3 – PREPAID EXPENSE
The Company has entered into an agreement to repurchase stock (see Note 8). The agreement has not been executed as of March 31, 2020. The balance of $5,000 in prepaid expense as of March 31, 2020 represents an advance payment made toward this agreement.
NOTE 4 – CREDIT CARD PAYABLE
The credit card payable represents the balances accrued on company credit cards. As of March 31, 2020, and December 31, 2019, the accrued balance totaled $12,205 and $1,931, respectively.
NOTE 5 – STOCKHOLDERS’ EQUITY
During the three months ended March 31, 2020 and 2019, capital contributions of $16,000 and $810 were made by the major shareholder, respectively.
Preferred Stock – The Company has authorized 20,000,000 shares of $.0001 par value preferred stock. As of March 31, 2020, and 2019, there were 0 shares issued and outstanding.
Common Stock – The Company has authorized 100,000,000 shares of $.0001 par value common stock. As of March 31, 2020 and 2019 there were 7,990,000 shares issued and outstanding, respectively.
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SYNDICATED RESORTS ASSOCIATION, INC.
(a Nevada Corporation)
March 31, 2020 and 2019 and December 31, 2019
NOTE 6 – EARNINGS (LOSS) PER COMMON SHARE – BASIC AND DILUTED
Earnings (Loss) per share of common stock are computed in accordance with FASB ASC 260.
Basic -Basic earnings per share is calculated by dividing the net profit (loss) for the year by the weighted average number of ordinary shares outstanding during the financial year held by the Company.
Diluted –For the purpose of calculating diluted earnings per share, the profit attributable to equity holders of the Company and the weighted average number of ordinary shares outstanding during the financial year have been adjusted for the dilutive effects of all potential ordinary shares, warrants, and share options granted. The dilutive earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of shares that would have been in issue upon full exercise of the remaining warrants, adjusted by the number of such shares that would have been issued at fair value.
NOTE 7 – GOING CONCERN
The financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying unaudited financial statements for the quarters ending March 31, 2020 and 2019, the Company has had significant operating losses, raising substantial doubt about its ability to continue as a going concern.
During the year ending December 31, 2019, the Company sold stock and raised capital to move forward with its business plan. They continue to move forward with this plan during the quarter ending March 31, 2020. The Company is still in its beginning stages, and has not had the opportunity to fully develop the operations it expects to have. With the additional capital raised, the Company expects to continue to work towards sales under its business plan. While the Company anticipates success in this venture, there is no assurance that this will occur.
As a result, there continues to be substantial doubt about the Company’s ability to continue as a going concern within one year after issuance of the financial statements.
NOTE 8 – COMMITMENTS AND CONTINGENCIES
The Company did not have any leases, pending litigation, or other commitments and contingencies at March 31, 2020 and 2019, respectively.
During 2019, the Company entered into a stock repurchase agreement, which calls for the cancellation of 333,333 shares of stock, and the repurchase of 666,667 shares of stock. The agreement had not been executed as of March 31, 2020, but payment of $5,000 toward the repurchase of stock was made in January 2020 (see note 3).
NOTE 9 – SUBSEQUENT EVENTS
The date to which events occurring after March 31, 2020, the date of the most recent balance sheet, have been evaluated for possible adjustment to the financial statements or additional disclosures as of May 20, 2020, which is the date on which the financial statements were available to be issued.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our unaudited financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed elsewhere in this report.
Certain information included herein contains statements that may be considered forward-looking statements, such as statements relating to our anticipated revenues, gross margin and operating results, future performance and operations, plans for future expansion, capital spending, sources of liquidity, and financing sources. This forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking statements made herein. These risks and uncertainties include those relating to our liquidity requirements, the continued growth of the Company’s industry, the success of our business development, marketing and sales activities, vigorous competition in the Company’s industry, dependence on existing management, leverage and debt service (including sensitivity to fluctuations in interest rates), domestic or global economic conditions, the inherent uncertainty and costs of prolonged arbitration or litigation, and changes in federal or state tax laws or the administration of such laws.
Overview
Syndicated Resorts Association, Inc., then known as Royale Associates LLC (“SRA” or the “Company”), was incorporated in Nevada on August 1, 2014 as a Nevada limited liability company.
On October 26, 2017, the Company filed Articles of Conversion with the Nevada Secretary of State pursuant to which the Company changed its name to Syndicated Resorts Association, Inc. and was converted into a Nevada corporation (the “Conversion”).
The Company currently offers tickets to shows located in Las Vegas to travelers through its website,Showplusdinner.com. The Company’s website is designed to function as a digital concierge whereby customers can purchase discounted tickets for shows on the Las Vegas Strip, with the goal of expanding the Company’s offerings to include dinner and hotel offerings and to partner with venues worldwide in the future. As an authorized vendor of Caesars Enterprise Services, LLC (“Caesars”), the Company’s product offerings have included tickets to attend shows at Caesars affiliated properties featuring world-renowned performers. The Company intends to expand its product offerings to enable customers to purchase discounted hotel and travel packages within a network of member properties, hotel resorts, and recreational facilities with whom the Company expects to establish partnerships.
Effective as of February 28, 2020, the Company, lxtapa Palace Resort SA de CV, a company based in Mexico that operates as an affiliate of Interval International Inc. representing a Vacation Exchange Network of 3,200 globally located affiliate resorts (“IPR”) and SynchroTec 2 LLC, a company based in Florida that provides certain technology and operational services (“Sync”), entered into a Retail and Travel Services Agreement (the “Agreement”) pursuant to which (1) SRA, at its cost and expense, will establish a network of independent and company-owned dealerships, to be known as the “IPR Vacation Club,” for sales of travel offerings provided by IPR and its affiliates and (2) Sync will provide related technology and administrative services. The initial term of the Agreement shall continue for one (5) year term (the “Initial Term”) unless otherwise terminated earlier under the terms hereof. Unless written notice of termination is delivered to the other party at least sixty (60) days before the end of the Initial Term, then this Agreement shall be automatically extended for an additional one (5) year term unless otherwise terminated earlier. The consideration to be paid to SRA, IPR and Sync in exchange for the services rendered and products offered under the Agreement shall be determined in the ordinary course of business.
As of March 31, 2020, the Company had not generated significant, recurring revenues and had not shown a history of positive income or cash flows from operations since inception. At March 31, 2020, the Company had sustained a net loss of $22,060 and had a retained deficit of $207,742. However, the Company has entered into agreements to resell travel services, lodgings and other amenities in furtherance of its business model.
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For the period ended December 31, 2019, the Company’s independent auditors issued a report raising substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon financial support from its principal stockholders, its ability to obtain necessary equity financing, or its ability to sell its services to generate consistent profitability.
The Company has filed a registration statement on Form S-1 to register the resales of common stock shares held by certain existing shareholders of the Company. The registration statement was declared effective by the Securities and Exchange Commission on February 12, 2019.
Revenues and Losses
During the three months ended March 31, 2020, the Company posted net revenues of $0, total operating expenses of $22,024, consisting of general and administrative expenses of $3,884 and costs for legal and professional services of $18,140, and a net loss of $22,024. In comparison, during the three months ended March 31, 2019, the Company posted net revenues of $0, total operating expenses of $26,303, consisting of general and administrative expenses of $5,318 and costs for legal and professional services of $20,985, and a net loss of $26,303.
Liquidity and Capital Resources
The Company had a cash balance of $1,023 as of March 31, 2020.
Since its inception, the Company has devoted most of its efforts to business planning, research and development, recruiting management and staff and raising capital. Accordingly, the Company was considered to be in the development stage until it recently began formal operations. The Company generated no revenues since its inception and there is no assurance of future revenues.
The Company’s proposed activities will necessitate significant uses of capital beyond 2020.
For the next few months, the Company will be focusing on engaging new partners to expand its travel and entertainment offerings, obtaining increased visibility for its platforms through the implementation of its marketing strategy and by improving its website and continuing to develop strategic relationships to sell travel products.
Currently, these efforts are being funded by the management of the Company and through the proceeds of the Company’s private placements. Management of the Company believes that having a trading market for the Company’s common stock will make other sources of financing available and assist it in becoming more marketable.
There is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business plans and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative financial plans. In the near term, the Company plans to rely on its primary stockholder to continue his commitment to funding the Company’s continuing operating requirements. Management anticipates a total capital raise between $5-10M USD over the course of the following four consecutive quarters; provided, however, that the Company will require a minimum of $100,000 for the next 12 months to fund its operations, which will be used to fund expenses related to operations, office supplies, travel, salaries and other incidental expenses. Management believes that this capital would allow the Company to meet its operating cash requirements, and would facilitate the Company’s business of selling and distributing its products. Management also believes that the acquisition of such assets would generate revenue to cover the overhead cost and general liabilities of the Company, and allow the Company to achieve overall sustainable profitability.
Discussion of the Three Months ended March 31, 2020 as compared to the Three Months ended March 31, 2019
The Company generated no revenues during the three months ended March 31, 2020 and 2019, respectively. The Company has focused its efforts on business development, and devoted little attention or resources to sales and marketing or generating near-term revenues and profits other than engaging in strategic partnerships to further its business model.
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During the three months ended March 31, 2020, the Company posted total operating expenses of total operating expenses of $22,024, consisting of general and administrative expenses of $3,884 and costs for legal and professional services of $18,140. In comparison, during the three months ended March 31, 2019, the Company posted total operating expenses of $26,303, consisting of general and administrative expenses of $5,318 and costs for legal and professional services of $20,985. These decreases in operating costs largely resulted from reduced legal and accounting fees related to being a public company and reduced expenses in connection with the development of operations.
During the three months ended March 31, 2020, the Company posted a net loss of $22,024 as compared to net loss of$26,303for the three months ended March 31, 2019. The decrease in net loss largely resulted from reduced legal and accounting fees related to being a public company and reduced expenses in connection with the development of operations.
For the three months ended March 31, 2020, the Company used cash in operating activities of $16,646. During such period, the Company also generated cash in financing activities in the amount of $16,000 from capital contributions from management and did not use or generate cash from investing activities. In comparison, for the three months ended March 31, 2019, the Company used cash in operating activities of $976. During such period, the Company did not use or generate cash in investing activities and generated cash from financing activities in the amount of $810 from capital contributions from management.
The Company had a cash balance of $1,023 and $1,631 as of March 31, 2020 and 2019, respectively.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Equipment Financing
The Company has no existing equipment financing arrangements.
Potential Revenue
The Company expects to generate revenue from selling its travel products and services. The Company currently offers tickets to shows located in Las Vegas to travelers through its website, Showplusdinner.com. The Company plans to develop its platforms further to expand its product offerings to include discounted hotel and travel packages within a network of member properties, hotel resorts, timeshare, and recreational facilities with whom the Company expects to establish partnerships. The Company has already partnered with Caesars Enterprises LLC, Discount Network to act as an authorized reseller of their entertainment and travel products. Furthermore, the Company has entered into agreement with lxtapa Palace Resort SA de CV to become an authorized reseller of travel products in order to expand its product offerings further.
Alternative Financial Planning
The Company has no alternative financial plans at the moment. If the Company is not able to successfully raise monies as needed through a private placement or other securities offering (including, but not limited to, a primary public offering of securities), the Company’s ability to survive as a going concern and implement any part of its business plan or strategy will be severely jeopardized.
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Critical Accounting Policies
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by a smaller reporting company.
ITEM 4. Controls and Procedures.
Disclosure Controls and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report by the Company’s principal executive officer (who is also the principal financial officer) in consultation with an outside accounting advisor.
Based upon that evaluation, the Company’s principal executive officer has concluded that the Company’s disclosure controls and procedures were not effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
The Company intends to engage outside accounting advisors to assist the Company in implementing effective disclosure controls and procedures.
Changes in Internal Controls
There was no change in the Company’s internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There are no sales of unregistered securities to report that have not been previously included in the Company’s past Quarterly Reports on Form 10-Q.
No Changes in Nomination Procedures
During the quarter covered by this Report, there were not any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.
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| * | Filed herewith |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 22, 2020.
| SYNDICATED RESORTS ASSOCIATION, INC. | ||
| By: | /s/ William Barber | |
| Title: | President (Principal Executive Officer) | |
| By: | /s/ William Barber | |
| Title: | Chief Financial Officer (Principal Financial Officer) | |
| By: | /s/ William Barber | |
| Title: | Chief Financial Officer (Principal Accounting Officer) | |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 22, 2020.
| By: | /s/ William Barber | |
| Title: | Chief Executive Officer (Principal Executive Officer) | |
| By: | /s/ William Barber | |
| Title: | Treasurer (Principal Financial Officer) | |
| By: | /s/ William Barber | |
| Title: | Treasurer (Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, constituting all of the members of the board of directors, in the capacities and on the dates indicated.
| Signature | Capacity | Date | ||
| /s/ William Barber | Director | May 22, 2020 |
William Barber
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