Attached files
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| EX-32.1 - EXHIBIT 32.1 - ITS BURGER TIME RESTAURANT GROUP, INC. | v242004_ex32-1.htm |
| EX-31.1 - EXHIBIT 31.1 - ITS BURGER TIME RESTAURANT GROUP, INC. | v242004_ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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x
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended: December 31, 2010
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¨
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________ to ________
Commission file number: 000-52901
PRETORIA RESOURCES TWO, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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26-0383696
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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4392 Enchantment Cove Lane, Charlotte NC 28216
(Address of registrant's principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 704-408-7575
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.0001 per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
¨ Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.¨ Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
¨ Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
x Yes ¨ No
The aggregate market value of voting and non-voting common equity held by non-affiliates as of March 30, 2011 was approximately $ -0- .
At March 30, 2011 there were 1,000,000 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K and the documents incorporated by reference into the Annual Report on Form 10-K include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to, our being a development stage company with no operating history; our lack of funding; the inexperience of our management with respect to our business plan; our potential inability to consummate a business combination with an operating company that is generating revenues; the possibility that our company may never generate revenues; unknown risks that may attend to a business with which we consummate a business combination; our personnel allocating her time to other businesses and potentially having conflicts of interest with our business; the ownership of our securities being concentrated, and those other risks and uncertainties detailed herein and in the Company’s filings with the Securities and Exchange Commission.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Annual Report on Form 10-K. In addition, even if our results of operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Annual Report on Form 10-K, those results or developments may not be indicative of results or developments in subsequent periods.
These forward-looking statements are subject to numerous risks, uncertainties and assumptions about us described in “Risk Factors.” The forward-looking events we discuss in this Annual Report on Form 10-K speak only as of the date of such statement and might not occur in light of these risks, uncertainties and assumptions. Except as required by applicable law, we undertake no obligation and disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
i
EXPLANATORY NOTE
In this Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2010 ("Amendment No. 1”) as originally filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2011 (the “Original Filing”), we refer to Pretoria Resources Two, Inc., a Nevada corporation, as “we,” “us,” “our” or “our company.”
We are filing this Amendment No. 1 to (i) clearly label all cumulative information, including the unaudited cumulative information provided in the Statements of Stockholders’ Equity (Deficit), as “Unaudited,” and (ii) include a new report of our independent auditor that does not reference the work of other auditors for the period from inception (May 25, 2007) to December 31, 2010.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each item of the Original Filing that is amended by this Amendment No. 1 is superseded in its entirety, and this Amendment No. 1 is accompanied by currently dated certifications on Exhibit 31.1 and 32.1.
Except as expressly set forth in this Amendment No. 1, we are not amending any other part of the Original Filing. This Amendment No. 1 continues to speak as of the date of the Original Filing, except as such disclosure is amended by this Amendment No. 1, and does not reflect events occurring after the filing of the Original Filing, or modify or update any related or other disclosures, including forward-looking statements, unless expressly noted otherwise. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our other filings made with the SEC subsequent to the filing of the Original Filing. The filing of this Amendment No. 1 shall not be deemed an admission that the Original Filing or Amendment No. 1 when made included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.
ii
PART II
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. The following discussion and analysis contains forward-looking statements which involve risks and uncertainties. Our actual results may differ significantly from the results expectations and plans discussed in these forward-looking statements
General.
We were formed to serve as a vehicle to acquire, through a capital stock exchange merger, asset acquisition or other similar business combination, an operating or development stage business which desires to utilize our status as a reporting corporation under the Exchange Act. We have neither engaged in any commercial operations nor generated any revenues during the twelve-month period ended December 31, 2010.
We are currently in the process of evaluating and identifying targets for a Business Combination. We are not presently engaged in, and will not engage in, any substantive commercial business unless and until we consummate a Business Combination, which may never occur.
Our management has broad discretion with respect to identifying and selecting a prospective Target Business. We have not established any specific attributes or criteria (financial or otherwise) for prospective Target Businesses. There are numerous risks in connection with our current and proposed business plans, including all of the risks enumerated under “Item 1A Risk Factors.” By way of example, we will be affected by the risks inherent in the business and operations of the Target Business and, if such business is a foreign entity, we will be subject to all of the risks attendant to foreign operations. Although our management will endeavor to evaluate the risks inherent in a particular Target Business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
We expect that in connection with any Business Combination, we will issue a significant number of shares of our common stock (equal to at least 80% of the total number of shares outstanding after giving effect to the transaction and likely, a significantly higher percentage), in order to ensure that Business Combination qualifies as a “tax free” transaction under federal tax laws). The issuance of additional shares of our capital stock:
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·
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will significantly reduce the equity interest of our stockholders as of the date of the transaction; and
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·
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will likely result in the resignation or removal of our management as of the date of the transaction.
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Our management anticipates that the Company likely will be able to affect only one Business Combination, due primarily to our financial resources and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a Target Business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will concentrate the chance for our success into a single business and not permit us to offset potential losses from one venture against potential gains from another.
Management anticipates that the selection of a Target Business and the consummation of a Business Combination will be complex and extremely risky and cannot assure investors that the Company ever will enter into such a transaction or that if we do consummate of a Business Combination that the Company will achieve long-term or immediate short-term earnings.
Liquidity and Capital Resources.
As of December 31, 2010, the Company had total assets of $300, comprised exclusively of cash. This compares with assets of $51, comprised exclusively of cash, as of December 31, 2009. The Company’s liabilities as of December 31, 2010 totaled $46,746, comprised exclusively of amounts due current and former affiliates. This compares with liabilities of $31,092 comprised exclusively of monies due to current and former affiliates, as of December 31, 2009. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.
The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the years ended December 31, 2010 and December 31, 2009 and for the cumulative period from May 25, 2007 (Inception) to December 31, 2010.
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Fiscal Year
Ended
December 31,
2010
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Fiscal Year
Ended
December 31,
2009
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For the Cumulative
Period from
September 27, 2007
(inception)
to December 31, 2010
(Unaudited)
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Net cash (used in) operating activities
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$ | 12,897 | $ | 12,172 | $ | 40,123 | ||||||
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Net cash provided by financing activities
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$ | 13,146 | $ | 12,177 | $ | 40,423 | ||||||
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Net increase (decrease) in cash and cash equivalents
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$ | 249 | $ | 5 | $ | 300 | ||||||
The Company has nominal assets and has generated no revenues since inception. Our current assets will not be sufficient to cover our operating costs and expenses over the next twelve months during which time we will incur costs and expenses in connection with the preparation and filing of reports under the Exchange Act, identifying and evaluating Targets Businesses and costs we may incur in connection with entering into a Business Combination. These costs are hard to quantify given the multitude of variables associated with such activities. Our ongoing expenses will result in continued net operating losses that will increase until we can consummate a Business Combination with a profitable Target Business, if ever.
To date, we have funded our operations through loans from our present stockholder and a former stockholder. Our current stockholder, who is our sole officer and director, has advised us that she expects to fund additional costs and expenses that we will incur in connection with our operations, including as may be required to file reports under the Exchange Act, for due diligence activities and to consummate a Business Combination, through loans or further investment in the Company, as and when necessary. However, she is not bound to do so. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.
We cannot provide investors with any assurance that we will have sufficient capital resources to identify a suitable Target Business, to conduct effective due diligence as to any Target Business or to consummate a Business Combination. As a result of our negative working capital, our losses since inception, and failure to generate revenues from operations, our financial statements include a note in which our auditor has expressed doubt about our ability to continue as a "going concern."
Results of Operations.
Since our inception, we have not engaged in any revenue generating activities or realized any revenues. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.
We reported a net loss for the year ended December 31, 2010 of $15,405, compared to a net loss for the year ended December 31, 2009 of $9,772, and a have suffered a net loss since inception of $46,546. The Company has used cash from operations of $40,123 since its inception, consisting primarily of professional fees, and has a negative working capital of $46,446 at December 31, 2010.
We do not expect to engage in any substantive activities unless and until such time as we enter into a Business Combination with a Target Business, if ever. We cannot provide investors with any assessment as to the nature of a Target Business’s operations or speculate as to the status of its products or operations, whether at the time of the Business Combination it will be generating revenues or its future prospects.
Item 8. Financial Statements and Supplementary Data.
FINANCIAL STATEMENT INDEX
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Report of Independent Registered Public Accounting Firm
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F-1
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Balance Sheet for the years ended December 31, 2010 and 2009
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F-2
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Statement of Operations for the years ended December 31, 2010 and 2009 and cumulative since inception (May 25, 2007) (Unaudited)
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F-3
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Statement of Stockholders’ Deficit for the years ended December 31, 2010 and 2009 and cumulative since inception (May 25, 2007) (Unaudited)
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F-4
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Statement of Cash Flows for the years ended December 31, 2010 and 2009 and cumulative since inception (May 25, 2007) (Unaudited)
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F-5
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Notes to Financial Statements
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F-6
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Pretoria Resources Two, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Pretoria Resources Two, Inc. (a development stage company) as of December 31, 2010, and 2009, and the related statements of operations, changes in stockholder’s deficit, and cash flows for the years then ended. These financial statements are the based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pretoria Resources Two, Inc. as of December 31, 2010, and 2009, and the results of its operations and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company has insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
March 30, 2011
F-1
Pretoria Resources Two, Inc.
(A Development Stage Company)
Balance Sheets
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As of
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December 31, 2010
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December 31, 2009
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ASSETS
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CURRENT ASSETS
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Cash
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$ | 300 | $ | 51 | ||||
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TOTAL CURRENT ASSETS
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300 | 51 | ||||||
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TOTAL ASSETS
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$ | 300 | $ | 51 | ||||
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LIABILITIES AND STOCKHOLDER'S DEFICIT
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CURRENT LIABILITIES
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Related Party Note Payable
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$ | 25,323 | $ | 12,177 | ||||
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Note Payable
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15,000 | 15,000 | ||||||
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Accrued Interest on related party note payable
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2,274 | 737 | ||||||
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Accrued Expenses
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4,149 | 3,178 | ||||||
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TOTAL CURRENT LIABILITIES
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46,746 | 31,092 | ||||||
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TOTAL LIABILITIES
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46,746 | 31,092 | ||||||
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STOCKHOLDER'S DEFICIT
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Preferred stock ($0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2010 and December 31, 2009)
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- | - | ||||||
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Common stock ($0.0001 par value; 100,000,000 shares authorized: 1,000,000 issued and outstanding at December 31, 2010 and December 31, 2009)
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100 | 100 | ||||||
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Deficit accumulated during development stage
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(46,546 | ) | (31,141 | ) | ||||
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TOTAL STOCKHOLDER'S DEFICIT
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(46,446 | ) | (31,041 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT
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$ | 300 | $ | 51 | ||||
The accompanying notes are an integral part of these financial statements.
F-2
Pretoria Resources Two, Inc.
(A Development Stage Company)
Statement of Operations
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For the Period
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From Inception
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For the years
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(May 25, 2007) to
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ended December 31,
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December 31, 2010
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2010
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2009
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(Unaudited)
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REVENUES:
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Income
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$ | - | $ | - | $ | - | ||||||
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Total Revenue
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$ | - | $ | - | $ | - | ||||||
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EXPENSES:
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Selling, General and Administrative
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948 | 2,935 | 5,526 | |||||||||
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Professional Fees
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11,949 | 4,900 | 34,597 | |||||||||
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Total Expense
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12,897 | 7,835 | 40,123 | |||||||||
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Loss from operations
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(12,897 | ) | (7,835 | ) | (40,123 | ) | ||||||
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OTHER INCOME/(EXPENSE):
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Interest Expense
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(2,508 | ) | (1,937 | ) | (6,423 | ) | ||||||
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NET LOSS
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(15,405 | ) | (9,772 | ) | (46,546 | ) | ||||||
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Basic and fully diluted net loss per common share:
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(0.02 | ) | (0.01 | ) | (0.05 | ) | ||||||
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Weighted average common shares outstanding
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1,000,000 | 1,000,000 | 1,000,000 | |||||||||
The accompanying notes are an integral part of these financial statements.
F-3
Pretoria Resources Two, Inc.
(A Development Stage Company)
Statement of Stockholder's Deficit(Unaudited)
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Additional
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Deficit
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Common Stock
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Preferred Stock
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Paid-in
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Accumulated During
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Total
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Shares
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Amount
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Shares
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Amount
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Capital
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Developmental Stage
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Deficit
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Balances, May 25, 2007 (Unaudited)
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- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
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Issuance of founders' shares
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1,000,000 | 100 | - | - | - | - | 100 | |||||||||||||||||||||
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Net loss
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- | - | - | - | - | (9,895 | ) | (9,895 | ) | |||||||||||||||||||
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Balances, December 31, 2007 (Unaudited)
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1,000,000 | $ | 100 | - | $ | - | $ | - | $ | (9,895 | ) | $ | (9,795 | ) | ||||||||||||||
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Net loss
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- | - | - | - | - | (11,474 | ) | (11,474 | ) | |||||||||||||||||||
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Balances, December 31, 2008 (Unaudited)
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1,000,000 | $ | 100 | - | $ | - | $ | - | $ | (21,369 | ) | $ | (21,269 | ) | ||||||||||||||
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Net loss
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- | - | - | - | - | (9,772 | ) | (9,772 | ) | |||||||||||||||||||
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Balances, December 31, 2009
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1,000,000 | $ | 100 | - | $ | - | $ | - | $ | (31,141 | ) | $ | (31,041 | ) | ||||||||||||||
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Net loss
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- | - | - | - | - | (15,405 | ) | (15,405 | ) | |||||||||||||||||||
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Balances, December 31, 2010
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1,000,000 | $ | 100 | - | $ | - | $ | - | $ | (46,546 | ) | $ | (46,446 | ) | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
F-4
Pretoria Resources Two, Inc.
(A Development Stage Company)
Statement of Cash Flows(Unaudited)
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Cumulative Totals
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Since Inception
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For the years ended
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May 25, 2007 to
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December 31,
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December 21, 2010
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2010
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2009
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(Unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ | (15,405 | ) | $ | (9,772 | ) | $ | (46,546 | ) | |||
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Adjustments to reconcile net (loss) to net cash used in operations:
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Changes in Assets and Liabilities:
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Increase in Accrued Interest on Related Party Notes Payable
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1,308 | 737 | ||||||||||
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Increase (decrease) in Accrued Expenses
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1,200 | (3,137 | ) | 5,115 | ||||||||
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
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(12,897 | ) | (12,172 | ) | (41,431 | ) | ||||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Borrowings on Related Party Debt
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13,146 | 12,177 | 25,323 | |||||||||
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Borrowings on Debt
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- | - | 15,000 | |||||||||
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Proceeds from Sale of Stock
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- | - | 100 | |||||||||
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NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
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13,146 | 12,177 | 40,423 | |||||||||
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NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS
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249 | 5 | (1,008 | ) | ||||||||
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CASH AND CASH EQUIVALENTS,
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BEGINNING OF THE PERIOD
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51 | 46 | - | |||||||||
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END OF THE PERIOD
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$ | 300 | $ | 51 | $ | (1,008 | ) | |||||
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
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CASH PAID DURING THE PERIOD FOR:
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Interest
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$ | - | $ | - | $ | - | ||||||
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Taxes
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$ | - | $ | - | $ | - | ||||||
The accompanying notes are an integral part of these financial statements.
F-5
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Financial Statements
The financial statements of Pretoria Resources Two, Inc. and the report of independent registered public accounting firm thereon are set forth under Part II, Item 8 of this report.
(b) Exhibits.
The following are filed as exhibits to this report:
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Exhibit
No.
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Description
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Location
Reference
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2.1
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Agreement and Plan of Merger dated September 27, 2007, among the registrant, Pretoria Resources, Inc., a Delaware corporation, and Pretoria Resources Two, Inc., a Nevada corporation.
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1
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3.1
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Certificate of Incorporation of Pretoria Resources, Inc.
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1
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3.2
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By-laws of Pretoria Resources, Inc.
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1
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3.3
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Articles of Incorporation of Pretoria Resources Two, Inc.
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1
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3.4
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By-laws of Pretoria Resources Two, Inc.
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1
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4.1
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Form of demand promissory note executed by the registrant in favor of Gail Davis.
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1
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.
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2
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32.1
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
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2
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1.
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Incorporated by reference to the registrant's registration statement on Form 10 as filed with the SEC on November 7, 2007.
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2.
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Filed herewith.
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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 November 30, 2011.
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PRETORIA RESOURCES TWO, INC.
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By:
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/s/ Allison Carroll
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Allison Carroll
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on November 30, 2011.
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Signature
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Title
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/s/ Allison Carroll
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President, Principal Executive Officer, Principal Accounting
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Allison Carroll
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Officer, Principle Financial Officer and Director
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