GLOBAL ACQUISITIONS Corp
For the period ended Sep 30, 2024. Filed Nov 14, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 14, 2024
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-13.
0001472375-24-000080
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001472375-24-000103
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 40 previous paragraphs and 71 current paragraphs.
2 unchanged; 5 reworded; 64 added; 32 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (64)
Current report
Introduction
Current report
You should read the matters described in “Risk Factors”, below, and “Cautionary Statement Regarding Forward-Looking Statements”, above, and the other cautionary statements made in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.
Current report
This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 29, 2024 (the “Annual Report”).
Current report
Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our consolidated financial statements included above under “Part I - Financial Information” – “Item 1. Financial Statements”.
Current report
In this Quarterly Report on Form 10-Q, we may rely on and refer to information regarding the industries in which we operate in general from market research reports, analyst reports and other publicly available information. Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information, we have not independently verified any of it, and we have not commissioned any such information.
Current report
Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” and “Global Acquisitions Corporation” refer specifically to Global Acquisitions Corporation.
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In addition, unless the context otherwise requires and for the purposes of this Report only:
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Where You Can Find Other Information
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We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us athttp://www.sec.gov (our filings can be found athttps://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000930245).
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Summary of The Information Contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:
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Overview
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Corporate Information
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Our principal executive offices are located at 120 N. Town Center Dr #160, Las Vegas, Nevada 89144, and our telephone number is (702) 317-7302.
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In November 2024, the Company’s management determined to cease seeking out business opportunities, mergers or acquisitions, and instead to launch an operating strategy to become a leader in the global sports entertainment and media industry. The Company’s efforts are initially focused on court sports, beginning with planned growth opportunities associated with branding and growing the pickleball and padel industries, both of which are currently experiencing significant growth. The Company expects its publicly- traded structure to provide a way for the investing public to participate in these exciting and rapidly growing markets.
Current report
We currently plan to create and manage unique content, building sports communities around entertainment, media, wellness, education, commerce, and charitable efforts.
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By identifying opportunities for co-branding, partnering, and acquisitions, we plan to develop trusted brands in sports entertainment and bring them together under the Company’s brand.
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Our planned business model is designed around proprietary and curated content supported by planned sponsorships, brand relationships, live event hosting, e-commerce and merchandising, and licensing and media rights.
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We currently plan to undertake the following, funding permitting:
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• Acquire, build and/or create physical facilities, leagues, tournaments, events, social communities, and merchandisers.
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• Develop strategic relationships with “Best of Class” operators and developers in key segments within the pickleball and padel communities through co-branding and acquisition opportunities.
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• Develop our “ACE Program” of certifying facilities, social media communities, content creators, coaches, third-party leagues, and events under a planned marketing brand.
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• Create and distribute proprietary and curated content through various media channels.
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• IP development and collaboration.
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• Charitable initiatives through our planned Pickleball for All program.
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We also plan to offer co-branding opportunities to best of class facilities and partners to cross collaborate and promote aligned growth:
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We also plan to launch a “Pickleball for All” charitable initiative to introduce, grow, and develop pickleball in underserved and disadvantaged communities across the United States. We expect to work with best of class brands to provide access to our “Fun for Free” courts and equipment in public parks, schools, and other locations that will serve as home courts to communities across the country for social wellness, practice, learning, and pickleball fun for all. We plan to work with select merchandisers and retailers to create quality equipment and offer merchandise at price points which will appeal to beginners and families, with a portion of the revenue to be reinvested into the Pickleball for All program.
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Industry
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According to a 2022 Pickleball Participation Report by the Sports and Fitness Industry Association, pickleball is among the fastest growing sports in the US and globally for 3 consecutive years at a rapid growth rate of 223.5% in the United States. There are an estimated over 36.5 million pickleball players in the US and the pickleball equipment market was estimated to be worth $65 billion in 2022 with an expected compounded rate of return of 9%, and expectations to grow to over $155 billion by 2033.
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Recent Material Transactions
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On July 3, 2024, the Company entered into a share purchase agreement (the “Purchase Agreement” and each, an “Purchase Agreement”) with All American Golf Center, Inc. (the “Creditor”), pursuant to which the Creditor agreed to exchange shares of the Company’s common stock in consideration for the Creditor’s release of obligations of the Company to repay expenses in the aggregate amount of $593,670 (the “Payables”) for expenses of the Company previously paid by the Creditor. Pursuant to the Purchase Agreement, the 1,495,390 shares of common stock to be issued by the Company to the Creditor upon consummation of the exchange was determined based upon an implied price per share of common stock, equal to $0.397. The Creditor is an existing significant stockholder of the Company that is owned and controlled by Ronald S. Boreta, President, Chief Executive Officer, Secretary, Treasurer and a director of the Company, and John Boreta, a director of the Company.
Current report
Also on July 3, 2024, the Company issued warrants (the “Warrants”) to purchase 2,975,000 shares of common stock at an exercise price of $0.397 per share, (i) to James Askew (“Askew”), an individual, who was subsequently appointed as a member of the Board of Directors of the Company (Warrants to purchase 2,269,583 shares of common stock), and (ii) to Investments AKA, LLC (together with Askew, the “Warrant Holders”), a limited liability company indirectly controlled by Andre K. Agassi (Warrants to purchase 705,417 shares of common stock). The Warrants are vested immediately. The Warrants are exercisable as to one half of the shares of Common Stock immediately, and exercisable as to the remaining half of the shares of Common Stock one year following the grant date of the Warrant.. The Warrants were issued to the Warrant Holders in consideration of services and support previously performed and provided, and expected to be performed or provided, by the Warrant Holders in furtherance of the Company’s business objectives.
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The Company also entered into a Consulting Agreement, dated July 3, 2024, with Askew with respect to his services and the issuance of his Warrants.
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Recent Funding Transactions
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Between November 4, 2024 and November 7, 2024, the Company entered into a series of subscription agreements (the “Subscription Agreements”), in connection with a private placement offering to accredited investors (the “Investors”), which offering closed on November 7, 2024, and pursuant to which we raised aggregate gross proceeds of $2,500,000 (the “Offering”). Under the Subscription Agreements, the maximum amount of the Offering was $2,500,000, which amount was fully subscribed. In connection with the Offering, we sold to 23 Investors, an aggregate of 2,631,543 shares of our restricted common stock, par value $0.001 per share (the “Shares”) for $0.95 per Share.
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The Company currently plans to use the net proceeds from the Offering to advance business operations in the global racquet sports entertainment business, with an initial focus on consolidating, building and growing pickleball and Padel related opportunities, and for working capital and general corporate purposes.
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Plan of Operations
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We had a working capital deficit of $66,848 as of September 30, 2024; however, as discussed below, we raised $2.5 million in a private offering in November 2024. We may however require additional funding in the future. We plan to raise additional required funding when required through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate revenues.
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Results of Operations
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We generated no revenues for the three months ended September 30, 2024 or 2023.
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Previous report
Forward-Looking Statements
Previous report
This document contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.
Previous report
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Previous report
Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change inherent risks and uncertainties. The factors affecting these risks and uncertainties include, but are not limited to:
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Overview of Current Operations
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This discussion of our proposed business is purposefully general and is not meant to be restrictive of our discretion to search for and enter into potential business opportunities.
Previous report
Management anticipates that we may be able to participate in only one potential business venture because we have nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.
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We may seek a business opportunity with entities that have recently commenced operations, or that wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
Previous report
The Company has not entered into any definitive or binding agreements and there are no assurances that such transactions will occur. Such a combination would normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. The Company may determine to structure any business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.
Previous report
It is anticipated that any securities issued in any such business combination would be issued in reliance upon an exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market in the Company's securities may depress the market value of the Company's securities in the future.
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INCOME:
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Revenue
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There were no revenues from operations for the three months ended June 30, 2024 and 2023.
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Cost of Sales/Gross Profit Percentage of Sales
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There were no cost of sales from operations for the three months ended June 30, 2024 and 2023.
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EXPENSES:
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General and Administrative Expenses
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General and administrative expenses for the three months ended June 30, 2024 were $20,212 an increase of $5,457 or 37.0%, from $14,755 for the three months ended June 30, 2023. The increase in expense is related to an accrual for an accrual for tax returns from prior years.
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Net Loss
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We had a net loss of $20,212 for the three months ended June 30, 2024, as compared to net loss of $14,755 for the three months ended June 30, 2023, an increase of $5,457 or 37.0%. The increase in net loss was primarily due to an accrual for prior year tax returns.****
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Results of Operations for the six months ended June 30, 2024 and 2023 compared.
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INCOME:
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Revenue
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There were no revenues from operations for the six months ended June 30, 2024 and 2023.
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Cost of Sales/Gross Profit Percentage of Sales
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There were no cost of sales from operations for the six months ended June 30, 2024 and 2023.
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EXPENSES:
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General and Administrative Expenses
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General and administrative expenses for the six months ended June 30, 2024 were $33,122 a decrease of $3,316 or 9.1%, from $36,438 for the six months ended June 30, 2023.
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Net Loss
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We had a net loss of $33,122 for the six months ended June 30, 2024 as compared to net loss of $36,438 for the six months ended June 30, 2023, a decrease of $3,316 or 9.1%.
Previous report
On July 3, 2024, the Company issued to AAGC 1,495,390 shares of the Company’s common stock, par value $0.001 per share, in exchange for AAGC’s release of obligations of the Company to repay expenses previously paid by AAGC in the aggregate amount of $593,670, which expenses are including in the above Current Liabilities at June 30, 2024.******
Reworded paragraphs (5)
Previous wording
On October 18, 2016 the Company completed the closing of the Transfer Agreement for the sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”), which constituted substantially all of the Company’s assets. As a result of the closing of the Transfer Agreement, the Company now has no or nominal operations and no or nominal assets and is therefore considered to be a “Shell Company” as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Current wording
On October 18, 2016, the Company completed the closing of the Transfer Agreement for the sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”), which constituted substantially all of the Company’s assets. As a result of the closing of the Transfer Agreement, the Company became a “shell company”, with nominal operations and nominal assets. Beginning in October 2016, the Company’s purpose was to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages of a corporation whose securities are registered pursuant to the Exchange Act.
Previous wording
Results of Operations for the three months ended June 30, 2024 and 2023 compared.
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Results of Operations for the Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023.**
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The following table summarizes our current assets, liabilities, and working capital at June 30, 2024 compared to December 31, 2023.
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The following table summarizes our current assets, liabilities, and working capital at September 30, 2024 and December 31, 2023.
Previous wording
The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of June 30, 2024, we had an accumulate deficit of $29,377,942. In addition, the Company’s current liabilities exceed its current assets by $643,372 as of June 30, 2024.
Current wording
The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2024, we had an accumulated deficit of $30,014,955. In addition, the Company’s current liabilities exceed its current assets by $66,848 as of September 30, 2024.
Previous wording
The Company’s management believes that its operations may not be sufficient to fund operating cash needs over at least the next 12 months. The Company has no significant assets and continues to depend on affiliates to provide funds to pay its ongoing expenses. There can be no assurance however that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed financial statements are issued.
Current wording
The Company has no significant assets and continues to depend on equity raises to provide funds to pay its ongoing expenses. There can be no assurance however that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed financial statements are issued.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
At this time, our purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages of a corporation whose securities are registered pursuant to the Exchange Act. We will not restrict our search to any specific business or geographical location.