Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - ZOOM COMPANIES INC. | Financial_Report.xls |
| EX-99 - ZOOM COMPANIES INC. | bdf8k123113ex994.htm |
| EX-99 - ZOOM COMPANIES INC. | bdf8k123113ex991.htm |
| EX-99 - ZOOM COMPANIES INC. | bdf8k123113ex993.htm |
| EX-99 - ZOOM COMPANIES INC. | bdf8k123113ex995.htm |
| EX-99 - ZOOM COMPANIES INC. | bdf8k123113ex992.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
October 18, 2013
Date of Report (Date of earliest event reported)
BALLROOM DANCE FITNESS, INC.
(Exact name of registrant as specified in its charter)
| Florida | 333-167249 | 26-3994216 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1050 Hillsboro Mile Suite 1004 Hillsboro Beach, Florida | 33062 |
| (Address of principal executive offices) | (Zip Code) |
(954) 684-8288
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
__________
SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
The Board of Directors of Ballroom Dance Fitness Inc., a Florida corporation (the "Company") authorized the execution of that certain asset purchase agreement dated October 18, 2013 (the "Asset Purchase Agreement") with Plaza Ballroom & Event Centre LLC, a Florida limited liability company ("Plaza Ballroom"). In accordance with the terms and provisions of the Asset Purchase Agreement, the Company acquired certain assets from Plaza Ballroom including, but not limited to, a dance studio and associated lease, domain address and associated website and data base of approximately 1,100 customers (collectively, the "Assets"). In consideration for the purchase of the Assets by the Company, the Company paid aggregate consideration to Plaza Ballroom in the amount of $325,000 consisting of: (i) cash in the amount of $25,000 of which $5,000 was a non-refundable advance; and (ii) issuance in the name of Plaza Ballroom or its designee an aggregate of 1,000,000 shares of its restricted common stock at a per share price of $0.30 valued at $300,000. In further accordance with further terms of the Asset Purchase Agreement, if on the date nine months (June 18, 2014) from the date of the Asset Purchase Agreement Plaza Ballroom is unable to sell the 1,000,000 shares of common stock on the open market to realize an aggregate gross profit of $300,000 because the Company's shares of common stock dropped below a per share price of $0.30, the Company shall further issue to Plaza Ballroom that number of shares of common stock based upon the trading price on June 18, 2014 to resolve the difference between the $300,000 and the amount received by Plaza Ballroom from the sale of the original 1,000,000 shares of common stock during the nine month period. In the event Plaza Ballroom cannot sell the new shares and the original 1,000,000 shares for $300,000, Plaza Ballroom will notify the Company and request cash payment aggregating $300,000 due thirty days from Plaza Ballroom's request. In the event the Company does not make the payment, the Asset Purchase Agreement will be rescinded and the business will be returned to Plaza Ballroom and Plaza Ballroom will return the 1,000,000 shares issued to it to the Company for cancellation.
Effective October 18, 2013, the Company will consolidated the accounts of Plaza Ballroom. The following unaudited pro-forma presentation reflects the Company's condensed balance sheet as of June 30, 2013 as if the Plaza Ballroom transaction and corresponding consolidation occurred on October 24, 2012 (inception of Plaza Ballroom).
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Ballroom Dance Fitness, Inc.
Unaudited Condensed Pro Forma Balance Sheet
June 30, 2013
(UNAUDITED)
|
| As Reported |
| Pro Forma Adjustments |
| Pro Forma |
| ASSETS: |
|
|
|
|
|
| CASH | $ 8,394 |
| $ 1,258 |
| $ 9,652 |
| TOTAL CURRENT ASSETS: | 8,394 |
| 1,258 |
| 9,652 |
| OTHER ASSETS: |
|
|
|
|
|
| DEFERRED RENT COSTS AND DEPOSITS | - |
| 15,199 |
| 15,199 |
| TOTAL ASSETS | $ 8,394 |
| $ 16,457 |
| $ 24,851 |
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
| LIABILITIES: |
|
|
|
|
|
| ACCOUNTS PAYABLE | $ 5,500 |
| $ 5,830 |
| $ 11,330 |
| DUE TO MEMBER | 74,288 |
| 47,660 |
| 121,948 |
| TOTAL CURRENT LIABILITIES: | 79,788 |
| 53,490 |
| 133,278 |
|
|
|
|
|
|
|
| COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
| STOCKHOLDERS' DEFICIT | (71,394) |
| (37,033) |
| (108,427) |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 8,394 |
| $ 16,457 |
| $ 24,851 |
The following unaudited pro-forma presentation reflects the Company's pro forma condensed statement of operations for the year ended December 31, 2012, and for the six months ended June 30, 2013 as if the Plaza Ballroom transaction and corresponding consolidation and equity method accounting occurred at the beginning of each period:
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Ballroom Dance Fitness, Inc.
Unaudited Pro Forma Condensed Statements of Operations
Six Months Ended June 30, 2013
(UNAUDITED)
|
| As Reported |
| Pro Forma Adjustments |
| Pro Forma |
|
|
|
|
|
|
|
|
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|
|
|
|
| Revenue | $ 3,320 |
| $ 69,335 |
| $ 72,655 |
|
|
|
|
|
|
|
| Total Revenue | 3,320 |
| 69,335 |
| 72,655 |
|
|
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| Expenses: |
|
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|
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|
|
| Personnel costs | 15,826 |
| 5,040 |
| 20,866 |
| Event costs | 500 |
| 10,250 |
| 10,750 |
| Occupancy | - |
| 40,073 |
| 40,073 |
| General and administrative | 16,426 |
| 43,117 |
| 59,543 |
| Total Expenses | 32,752 |
| 98,480 |
| 131,232 |
|
|
|
|
|
|
|
| Net Loss | $ (29,432) |
| $ (29,145) |
| $(58,577) |
Ballroom Dance Fitness, Inc.
Unaudited Pro Forma Condensed Statements of Operations
Year Ended December 31, 2012
(UNAUDITED)
|
| As Reported |
| Pro Forma Adjustments |
| Pro Forma |
|
|
|
|
|
|
|
|
|
|
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|
|
|
| Revenue | $ 13,859 |
| $ 23,200 |
| $ 37,059 |
|
|
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|
|
|
| Total Revenue | 13,859 |
| 23,200 |
| 37,059 |
|
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| Expenses: |
|
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|
|
|
|
|
|
|
|
| Personnel costs | 25,023 |
| - |
| 25,023 |
| Event costs | 13,205 |
| 5,430 |
| 18,635 |
| Occupancy | - |
| 13,358 |
| 13,358 |
| General and administrative | 9,498 |
| 12,300 |
| 21,798 |
| Total Expenses | 47,726 |
| 31,088 |
| 78,814 |
|
|
|
|
|
|
|
| Net Loss | $ (33,867) |
| $ (7,888) |
| $(41,755) |
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SECTION 3. SECURITIES AND TRADING MATTERS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The Company issued an aggregate of 1,000,000 shares of its restricted common stock to Plaza Ballroom in accordance with the terms and provisions of the Asset Purchase Agreement. The shares were issued in a private transaction in exchange for the acquisition by the Company of the assets of Plaza Ballroom. The shares were issued in reliance on Regulation D promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. PlazaBallroom acknowledged that the securities to be issued have not been registered under the Securities Act, that it understood the economic risk of an investment in the securities, and that it had the opportunity to ask questions of and receive answers from the Company's management concerning any and all matters related to acquisition of the securities.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
99.1 Financial statements of Plaza Ballroom & Event Centre LLC as of December 31, 2012.
99.2 Unaudited condensed financial statements of Plaza Ballroom & Event Centre LLC as of June 30, 2013.
(b) Pro forma Financial Information.
99.3 Unaudited pro forma balance sheet as of June 30, 2013.
99.4 Unaudited pro forma statement of operations for the six month ended June 30, 2013.
99.5 Unaudited pro forma statement of operations for the year ended December 31, 2012.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
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SIGNATURES
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 hereunto duly authorized.
|
| BALLROOM DANCE FITNESS INC.
|
| DATE: December 31, 2013 | /s/ William Forhan Name: William Forhan Title: President |
_________
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