UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

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 Number: 333-194337

Continental Rail Corp.

 (Exact name of registrant as specified in its charter)

Nevada	33-0864127
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

2929 East Commercial Blvd., PH-D,

Ft. Lauderdale, Florida 33308

 (Address of principal executive offices)(Zip Code)

954-440-4678

(Registrant’s telephone number, including area code)

Not applicable

 (Former name, former address and former fiscal year, if changed since last report)

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 þ  No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 þ  No ¨

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.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨  No þ

As of November 2, 2015 the issuer had 38,203,911 shares of its common stock issued and outstanding.

 

 

 

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Continental Rail Corp.

Form 10-Q

		Page No.
PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS:	1
	Condensed Consolidated Balance Sheets (unaudited)
	Condensed Consolidated Statements of Operations (unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (unaudited)	3
	Condensed Consolidated Statements of Cash Flows (unaudited)	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
ITEM 4.	CONTROLS AND PROCEDURES	13
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	14
ITEM 1A.	RISK FACTORS	14
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	14
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	14
ITEM 4.	MINE SAFETY DISCLOSURES	14
ITEM 5.	OTHER INFORMATION	14
ITEM 6.	EXHIBITS	14

FORWARD LOOKING STATEMENTS

This report contains forward looking statements. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements contained in this report speak only as of the date of this report, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.  Such forward-looking statements include statements regarding, among other things, matters associated with:

·	our ability to continue as a going concern,
·	our history of losses which we expect to continue,
·	the significant amount of liabilities due related parties,
·	our ability to raise sufficient capital to fund our company,
·	our ability to integrate acquisitions and the operations of acquired companies,
·	the limited experience of our management in the operations of a public company,
·	potential weaknesses in our internal control over financial reporting,
·	increased costs associated with reporting obligations as a public company,
·	a limited market for our common stock and limitations resulting from our common stock being designated as a penny stock,
·	the ability of our board of directors to issue preferred stock without the consent of our stockholders,
·	our management controls the voting of our outstanding securities,
·	the conversion of shares of Series A preferred stock will be very dilutive to our existing common stockholders, and
·	risks associated with our status as an emerging growth company.

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You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect.  We qualify all of our forward-looking statements by these cautionary statements including those made in this report, in Part I. Item 1A. Risk Factors appearing in our Annual Report on Form 10-K for the year ended December 31, 2014 and our other filings with the Securities and Exchange Commission.  Other sections of this report include additional factors which could adversely impact our business and financial performance.  New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, when used in this report the terms “Continental Rail”, the “Company,” “we”, “us”, “our” and similar terms refer to Continental Rail Corp., a Nevada corporation, and its subsidiaries, including Transportation Management Services, Inc. a Michigan corporation which we refer to as TMS, Continental Rail Holdings Corp. a Nevada corporation which we refer to as Continental Rail Holdings (CRHC), Continental Rail Leasing, Corp., a Florida corporation which we refer to as Continental Rail Leasing (CRLC) and Continental Rail Leasing Corp., an Alberta Canada extra-provincial corporation.

 

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PART 1.  FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

CONTINENTAL RAIL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

		September 30,				December 31,
		2015				2014
		(Unaudited)				(Audited)
ASSETS
CURRENT ASSETS:
Cash		$	71			$	378
Accounts receivable - related parties			200				—
Total Current Assets			271				378
OTHER ASSETS
Investments			25,000				—
Total Other Assets			25,000				—
Total Assets		$	25,271			$	378
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable - related parties		$	528,843			$	274,276
Accounts payable			46,327				226,568
Accrued expenses - related parties			357,122				505,365
Accrued expenses			51,832				38,333
Total Current Liabilities			984,124				1,044,542
STOCKHOLDERS' DEFICIT:
Convertible Preferred Series A stock, ($0.001 par value, 1,000,000 shares authorized; 0 issued and outstanding September 30, 2015; 600,000 issued and outstanding December 31, 2014			—				600
Common Stock ($0.001 Par Value; 750,000,000 shares authorized; 38,203,911 and 37,872,068 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively)			38,204				37,872
Additional paid-in capital			4,018,687				3,606,557
Accumulated deficit			(5,015,744	)			(4,689,193	)
Total Stockholders' Deficit			(958,853	)			(1,044,164	)
Total Liabilities and Stockholders' Deficit		$	25,271			$	378

See accompanying notes to these condensed consolidated financial statements

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CONTINENTAL RAIL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

  

		For the Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2015				2014				2015				2014
Net Sales		$	—			$	—			$	—			$	—
Cost of Good Sold			—				—				—				—
Gross Profit			—				—				—				—
Operating Expenses
Professional fees			83,826				70,781				135,309				225,041
Professional fees - related party			43,195				35,813				113,445				136,888
Management fees - related party			—				—				—				1,250
Payroll and payroll related expenses			—				46,829				64,867				113,806
Other selling, general and administrative			1,344				4,081				12,930				33,714
Other operating expenses															95,000
Total Operating Expenses			128,365				157,504				326,551				605,699
Loss From Operations			(128,365	)			(157,504	)			(326,551	)			(605,699	)
Total Other Income (Expense)			—				—				—				—
Net Loss before Provision for Income Taxes			(128,365	)			(157,504	)			(326,551	)			(605,699	)
Provision for income taxes			—				—				—				—
Net Income (Loss)		$	(128,365	)		$	(157,504	)		$	(326,551	)		$	(605,699	)
Net loss per common share - basic and diluted			—	*			—	*			(0.01	)			(0.02	)
Weighted average number of common shares outstanding during the periods - basic and diluted			38,203,911				37,789,614				37,956,176				37,768,318

* Denotes a loss per share of less than $0.01 per share.

See accompanying notes to these condensed consolidated financial statements

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CONTINENTAL RAIL CORP. AND SUBSIDIARIES

 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

For the Nine Month Period Ended September 30, 2015 and Years Ended December 31, 2013 and 2014

  

		Series A Voting
		Preferred Stock								Common Stock																Total
		$0.001 Par Value								$0.001 Par Value								Additional				Accumulated				Stockholders'
		Shares				Amount				Shares				Amount				Paid-in Capital				Deficit				Deficit
Balance at January 1, 2014			600,000			$	600				37,752,068			$	37,752			$	3,558,337			$	(4,005,107	)		$	(408,418	)
Issuance of common stock for cash ($0.17 per share)			—				—				20,000				20				3,320				—				3,340
Issuance of common stock for services ($0.45 per share)			—				—				100,000				100				44,900				—				45,000
Net loss for the year 2014			—				—				—				—				—				(684,086	)			(684,086	)
Balance at December 31, 2014			600,000				600				37,872,068				37,872				3,606,557				(4,689,193	)			(1,044,164	)
Cancellation of Series A convertible shares (See Note 4)			(600,000	)			(600	)			—				—				346,093				—				345,493
Issuance of common stock for services ($0.20 per share)			—				—				331,843				332				66,037				—				66,369
Net loss for the nine months ended September 30, 2015 (unaudited)			—				—				—				—				—				(326,551	)			(326,551	)
Balance at September 30, 2015 (unaudited)			—			$	—				38,203,911			$	38,204			$	4,018,687			$	(5,015,744	)		$	(958,853	)

See accompanying notes to these condensed consolidated financial statements

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CONTINENTAL RAIL CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

		Nine Months Ended
		September 30,
		2015				2014
		(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss from operations		$	(326,551	)		$	(605,699	)
Adjustments to reconcile loss from operations to net cash flows used in operating activities:
Issuance of common stock for services			66,369				45,000
Cancellation of Convertible Preferred Series A Stock			345,493				—
Increase (decrease) in:
Due from related party			(200	)			—
Accounts payable - related parties			35,800				138,495
Accounts payable			(180,241	)			174,330
Accrued expenses - related party			70,524				205,088
Accrued expenses			13,499				(5,489	)
Net Cash Flows Used in Continuing Operations			24,693				(48,275	)
Net Cash Flows Used in Operating Activities			24,693				(48,275	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments			(25,000	)			—
Net Cash Flows Used in Investing Activities			(25,000	)			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock			—				3,340
Net Cash Flows Provided by Financing Activities			—				3,340
Net Increase (Decrease) in Cash			(307	)			(44,935	)
Cash - beginning of year			378				45,479
Cash - end of year		$	71			$	544
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest		$	—			$	—
Income taxes		$	—			$	—
NON CASH INVESTING AND FINANCING ACTIVITES
Issuance of common stock for services		$	66,369			$	45,000
Value of investment realized by cancelation of Preferred Series A Stock		$	25,000			$	—

See accompanying notes to these condensed consolidated financial statements

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CONTINENTAL RAIL CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2015 AND 2014

 

Note 1 - Organization and Nature of Operations

Continental Rail Corp (the "Company “or “Continental”) was incorporated on December 21, 1998 under the laws of the State of Nevada under the name of IP Gate, Inc. In 2002, IP Gate, Inc. changed its name to Action Stocks, Inc. and on June 23, 2003, Action Stocks, Inc. changed its name to Specialized Home Medical Services, Inc. Through December 2006 the Company was in the durable medical equipment business through its subsidiary Classic Health, and from January 3, 2006 to June 30, 2009 was in the business of cataloguing and valuing stamps through its South East Stamp Sales subsidiary. On October 29, 2007, Specialized Home Medical Services, Inc. changed its name to IGSM Group, Inc. During 2011 and 2012 the Company focused on researching and identifying potential merger and acquisition opportunities for investment and operating. Late December 2012, the Company contracted the services of TBG Holdings Corporation ("TBG") who assisted with restructuring the Company into a short line and regional freight railroad holding company that will selectively invest in short line and regional freight railroad properties and railroad rolling stock. On July 10, 2013 the Company changed its name to Continental Rail Corp.

The Company has three wholly-owned subsidiaries, Continental Rail Leasing Corp. (a Florida corporation), Transportation Management, Inc. (a Michigan corporation) and Continental Rail Leasing, Corp., an Alberta Canada extra-provincial corporation in order to conduct railcar leasing business in Canada. The subsidiary has a registered office in Calgary Alberta at the office of our registered agent. These subsidiaries are currently inactive.

On June 19, 2015, the Company entered into an agreement (“Agreement”) with Continental Rail, LLC (“LLC”), a Florida limited liability company, and the Series A Preferred Shareholders of the Company. The Company was actively seeking to secure financing for the purchase of the Delta Southern Railroad (“Delta”), a Class III short-line railroad headquartered in Tallulah, Louisiana. Delta was subsequently purchased by Golden Gate Capital (“Golden Gate”), a private equity firm in San Francisco, California. Golden Gate decided that it was in its best interest to utilize the railroad operations management skills of certain Preferred Shareholders of the Company to manage the daily operations of Delta (“the Manager”). By the terms of the Agreement, however the Delta Manager cannot be owned (more than 10%) or controlled by a public company. Consequently, the LLC was organized by the Preferred Shareholders as the vehicle to manage Delta and satisfy the conditions set forth in the agreement. In conjunction with this transaction the Company received a 10% interest in the LLC and the preferred shareholders returned their preferred shares to the Company for cancelation.

Note 2 – Going Concern

 

As reflected in the accompanying financial statements the Company has a net loss of $326,551 and net cash from operations of $24,693 for the nine month period ended September 30, 2015, and a working capital deficit of $983,853 and stockholders' deficit of $958,853 at September 30, 2015. These factors raise substantial doubt about the Company's ability to continue as a going concern.

Since inception, the Company has funded operations through short-term borrowings, related party loans, and the proceeds from equity sales in order to meet its strategic objectives. The Company's future operations are dependent upon its ability to increase revenues along with additional external funding as needed. Management believes that sufficient funding will be available from increased revenues through contracts with ancillary companies associated with short line railroads along with private equity sales and short term borrowings to meet its business objectives, including its anticipated cash needs for working capital for a reasonable period of time. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its projects.

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CONTINENTAL RAIL CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2015 AND 2014

Note 3 - Summary of Significant Accounting Policies

Basis of presentation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, the actual results could differ significantly from estimates.

Risks and Uncertainties

The Company's operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.

Cash and Cash Equivalents

 

The Company maintains a cash balance at one financial institution. The Company considers all highly liquid instruments purchased with an original maturity of three months or less and money market accounts to be cash equivalents. The Company had no cash equivalents at September 30, 2015.

Income Taxes

The Company accounts for income taxes using the liability method prescribed by ASC 740, "Income Taxes". Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

Pursuant to accounting standards related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more- likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than -not recognition threshold should be recognized in the first subsequent period in which the threshold d is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.

Revenue Recognition

The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin No. 104 for revenue recognition.

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CONTINENTAL RAIL CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2015 AND 2014

The Company records revenue when all of the following have occurred; (1) persuasive evidence of an arrangement exists, (2) service delivery has occurred, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured.

Revenue is recognized at point of sale, with no further obligations.

Share Based Payment Arrangements

The Company applies the fair value method of ASC 718 "Share Based Payment", in accounting for its stock based compensation. This standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company values the stock based compensation at the market price for the Company's stock as of the date of issuance.

Net Loss Per Share

Basic earnings per share ("EPS") is computed by dividing the net loss attributable to the Company that is available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period including stock warrants using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of warrants) and convertible debt or convertible preferred stock using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive.

Fair Market Value of Financial Instruments

The Company measures assets and liabilities at fair value based on an expected exit price which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

 

The following are the hierarchical levels of inputs to measure fair value:

 

	·	Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
	·	Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
	·	Level 3: Unobservable inputs reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The Company's financial instruments consisted primarily of accounts payable, accrued liabilities, amounts due to related parties, and debt. The Company's debt approximates fair value based upon current borrowing rates available to the Company for debt with similar maturities. The carrying amounts of the Company's financial instruments generally approximated their fair values as of September 30, 2015 due to the short-term nature of these instruments.

Recent Accounting Pronouncements

The recent accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

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CONTINENTAL RAIL CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2015 AND 2014

Note 4 – Investments

On June 19, 2015 the Company acquired 10% of Continental Rail, LLC. The fair market value of the Company’s investment in Continental Rail, LLC was $25,000.

Note 5 – Stockholders Equity

In conjunction with the transaction to acquire 10% of Continental Rail, LLC, on June 19, 2015 the Preferred Shareholders returned all 600,000 outstanding shares (convertible to 56,400,000 shares of common stock) of Series A Preferred Stock to the Company, which shares were then cancelled. In addition, the Company was paid $281,086 for certain accounts payable and accrued expenses at the closing of the transaction. . The fair market value of the Company’s investment in Continental Rail, LLC was $25,000.

Note 6 – Related Party Transactions

Due to Related Parties

The Company also utilizes the services of a related party that provides consulting, accounting, tax and bookkeeping services to the Company. At September 30, 2015 the Company owes R3Accounting, LLC $70,670 in accounting and tax preparation fees and services provided to the Company. In addition, At September 30, 2015 the Company owes TBG Holdings, Inc. $457,903 in consulting and management fees provided to the Company.

Note 7 – Pending Legal Matters

In January 2014 the Company was named as a co-defendant in a civil law proceeding in Broward County Florida. The complaint alleges a contract dispute between the Company's major shareholders' and various parties that are unrelated to the Company. The plaintiffs alleged the Company engaged in a breach of fiduciary duty, tortious interference with business relations and a fraudulent transfer of assets. The management plans a vigorous defense and it believes there is no basis for these allegations. Management is also exploring possible counterclaims against the plaintiffs. The Company's legal counsel has opined that an unfavorable outcome of this case is deemed remote and any possible loss is deemed immaterial. No adjustment has been reflected on the financial statements regarding this matter.

As of September 30, 2015 there has been no new development in this matter.

Note 8 – Subsequent Events

The Company has reviewed their books and records from the end of the quarter through the date of issuance of these financial statements and has determined there are no additional subsequent events.

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

GENERAL

 The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations and financial condition of Continental Rail. The MD&A is provided as a supplement to, and should be read in conjunction with condensed consolidated financial statements and the accompanying notes included in this report. Our MD&A is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for 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.

OVERVIEW

We are a rail transportation holding company. Our operations will be conducted through two divisions:

·	rail freight division, and
·	rail rolling stock leasing division.

Our rail freight division intends to acquire ancillary and complimentary operations for the short line and regional freight railroad industry. Our rail rolling stock leasing division will seek to purchase existing rail car and locomotive leasing companies and/or directly purchase rolling stock for lease to railroads. This division will also seek to acquire rail-related service companies to partner with our freight railroad operations. These operations will consist of repair facilities, track refurbishing facilities and other complimentary operations.

Our company was originally formed in 1998 and has been engaged in a number of different businesses. Most recently, between 2011 and June 2013 we were a shell company focused on researching and identifying potential merger and acquisition opportunities. In December 2012 we entered into an agreement with TBG, a company whose shareholders include Mr. Marino, Jr. and Mr. Hart, executive officers and directors of our company, under which we engaged TBG to provide various consulting and advisory services, including assisting us in the identification of potential merger or acquisition targets.

In pursuit of our business plan, in July 2013 we acquired TMS, a company which provides railroad consulting services. In addition, in December 2013 we updated the business plan for the acquisition of short-line and regional freight railroads and established a rail rolling stock leasing division. During 2014 and into the first quarter of 2015 our Chief Executive Officer has devoted substantial time and effort in the pursuit of our business plan.  During the fourth quarter of 2014 we were in the late stage of discussions with an entity which was negotiating the purchase of a fleet of rail cars for which we would provide management services. We were unsuccessful, however, in securing this agreement. On June 19, 2015, an agreement was made between the Company, Continental Rail, LLC (“LLC”), a Florida limited liability company and the Series A Preferred Shareholders of Continental (the “Preferred Shareholders”).

The LLC was organized by certain Preferred Shareholders to provide management services to Golden Gate Capital (the “Firm”), for the Delta Southern Railroad (“Delta Southern”). Delta Southern is a Class III short-line railroad, owned by the Firm, headquartered in Tallulah, Louisiana. Delta Southern operates a 15 mile disconnected rail line from Monroe, LA, to Sterlington, LA. It was expected that Continental would provide management services to Delta Southern, however the Firm required that the manager cannot be owned (more than 10%) or controlled by a public company. In consideration for a 10% membership interest in the LLC, Continental has agreed to waive any rights it may have had to manage Delta Southern, as well as any other corporate opportunities previously introduced to Continental by the Preferred Shareholders. To facilitate the transaction, and for no additional consideration, the Preferred Shareholders returned all of the 600,000 shares (convertible to 56,400,000 shares of common stock) of Series A Preferred Stock to Continental, which shares will be cancelled and returned to the status of authorized but unissued and undesignated shares of Continental preferred stock.

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Historically, we have funded our operating expenses from proceeds received from the sale of equity securities, as well as advances from TBG, a related party. In addition to the capital necessary to implement our business plan set forth above, we need to raise between $250,000 and $300,000 of working capital to provide sufficient funds to continue our operations for the next 12 months. While we have been able to raise working capital through the sale of our securities in private transactions in the past, we do not presently have any commitments for this working capital and there are no assurances that we will be successful in raising any of this necessary amount. We expect that TBG will continue to make working capital advances to us to pay our operating expenses until such time as we are able to raise this additional capital. If for any reason, however, it should cease making these advances and we are unable to raise the additional capital, we would be unable to continue our business.

In addition to short-term capital to fund our operating expenses until we are able to begin generating revenues, we will need to raise significant additional capital to fund the acquisitions of ancillary and complimentary operations for short line or regional freight railroads or rolling stock or locomotives for lease to railroad companies. We estimate the acquisition cost for each railroad will be between $500,000 and $2 million, and we will need to raise an additional $100 million to fund the purchase of a fleet of 5,000 rail cars and 150 locomotives for our rolling stock division. We do not presently have any firm commitments for this capital and there are no assurances we will be successful in obtaining all or any portion the necessary capital.  Even if we are able to raise this necessary capital, we estimate that it could take between six and 12 months from the receipt of the capital to locate and negotiate the first acquisition.

Once we have closed one or more acquisitions, we expect to generate revenues from the operation of existing rail car leases through our rail rolling stock division. Additional revenues will result from consulting and advisory services to operators. These consulting services may also result in contracts for the operation and shippers. Our primary operating costs are expected to be the cost of due diligence to investigate and acquire profitable companies that meet our criteria. Additional costs will include legal, audit and professional services necessary to include these operations and file the required regulatory SEC and other filings.

Plan of Operation

We are in the early stages of implementing our business model and we presently do not own any ancillary or complimentary operations for short line or regional freight railroad companies or any rolling stock for lease to railroads or shippers. During the next 12 months, our planned activities include:

·

completing the negotiation and closing the first ancillary or complimentary operation for a short line railroad company. We will continue to focus our efforts on securing consulting agreements which will permit us to generate revenues without the need to raise capital to acquire rail-related service companies or rolling stock. We will seek to raise the necessary capital from debt or equity financings, although we do not have any commitments and there are no assurances we will able to raise all or a portion of the funds in this fashion.  In the event we cannot raise the funds from debt or equity financings;

·

once we have our first acquisition we will seek to acquire three to five other ancillary or complimentary operations for short line railroad companies;

·

our operational efforts to date have also included identifying acquisition targets, early stage discussion with these targets, establishing a relationship with a financing source and debt and/or equity capital raising activities. During the fourth quarter of 2015, subject to the availability of sufficient capital, we will seek to close an acquisition of an ancillary or complimentary operation for a short line railroad company. Our efforts in connection with this transaction will include both negotiating the terms of an acquisition agreement and securing the commitment from third-party lenders to provide the funds necessary to consummate the acquisition. Our internal analysis estimates the purchase price of a typical rail-related service company which we may target to be at least $2 million. However, as of the date of this report, we are not a party to any agreements or understanding regarding a potential acquisition nor do we have any firm commitments to provide the necessary financing; and

·

lastly, during the next 12 months we will seek to expand our infrastructure to hire additional management and administrative personnel to both support our expected growth and our public company reporting obligations.

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Going Concern

We have incurred net losses of $5.02 million since inception through September 30, 2015. The report of our independent registered public accounting firm on our consolidated financial statements for the year ended December 31, 2014 contains an explanatory paragraph regarding our ability to continue as a going concern based upon the fact that we are dependent upon its ability to increase revenues along with raising addition external capital as needed. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.

Results of Operations

Three months Ended September 30, 2015 Compared to the Nine months Ended September 30, 2014

Revenue

We did not generate any revenues during the three month ended September 30, 2015 and 2014, respectively.

Our total operating expenses decreased 19% for the three months ended September 30, 2015 as compared to the three months ended September 30, 2014. Included in this decrease was an increase of 39% in professional fees associated with legal and accounting.  That increase was offset by a decrease of 67% in other selling, general and administrative expenses as office expenses decreased, and payroll expenses decreased 100% as payroll was suspended.

Nine months Ended September 30, 2015 Compared to the Nine months Ended September 30, 2014

Revenue

We did not generate any revenues during the nine month ended September 30, 2015 and 2014, respectively.

Our total operating expenses decreased 46% for the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014. Included in this decrease was a decrease of 57% in professional fees associated with legal and accounting.  The decrease also included a decrease of 62% in other selling, general and administrative expenses as office expenses decreased, and a payroll expenses decreased 43% as payroll was suspended.

Liquidity and capital resources

Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash.  At September 30, 2015 we had $71 in cash and a working capital deficit of $983,853.  Total current liabilities decreased 6% at September 30, 2015 from December 31, 2014 as a result of decreases in accounts payable – related party and decreases to accrued expenses – related party and accounts payable.

For the nine months ended September 30, 2014, we raised $3,340 from the sale of 20,000 shares of our common stock in a private offering. We did not raise any additional funds from the sale of stock during nine months ended September 30, 2015, however paid-in-capital increased by $346,093 due to the cancellation of 600,000 shares of Series A Preferred Stock in connection with the agreement with Continental Rail, LLC and the Series A Preferred Shareholders entered into on June 19, 2015.

Net cash provided by (used in) operating activities for nine months ended September 30, 2015 was $24,693 as compared to ($48,275) for nine months ended September 30, 2014. This change primarily results of our decreased net loss coupled with a decrease in accounts payable and decreases in accounts payable and accrued expenses – related parties.

Net cash used in investing activities first nine months of 2015 decreased $25,000 compared to 2014 as result of the investment in Continental Rail, LLC.

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Net cash provided by financing activities for the first nine months of 2015 was $0 as compared to $3,340 in 2014.

We do not have sufficient capital to fund our current operating expenses for the next 12 months.  As described earlier in this section, we will require additional financing to pay fund our operations, make the acquisitions necessary to expand the company and generate sales and cash flow. Our independent auditors report for the year ended December 31, 2014 includes an explanatory paragraph strategy that our lack of revenues and working capital raise substantial doubt about our ability to continue as a going concern. While we are seeking to raise additional financing, either loans or additional securities or offerings, there can be no assurance that additional financing will be available to us when needed, on favorable terms or otherwise. Moreover, any such additional financing may dilute the interests of existing stockholders. The absence of additional financing, when needed, could cause our company to delay implementation of its business plan in whole or in part, curtail its business activities and seriously harm our prospects.

Possible impact of the JOBS Act on our financial statements

Section 107 of the JOBS Act provides that an “emerging growth company” such as our company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result of this election, our financial statements may not be comparable to other companies that comply with the effective dates of certain accounting standards for public companies.

Recent accounting pronouncements

The recent accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets. 

Critical Accounting Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to the allowance for doubtful accounts and the valuation of warrants that are deemed to be not indexed to our common stock. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 3 to our condensed consolidated financial statements appearing elsewhere in this report.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

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ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.  Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act 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 Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2015. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

Except for litigation described in the pending legal matters footnote there is no other litigation. Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 1A.

RISK FACTORS.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable to our Company.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

Exhibit No.		Description
31.1		Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer *
31.2		Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer *
32.1		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer*
101.INS		XBRL Instance Document *
101.PRE		XBRL Taxonomy Extension Presentation Linkbase *
101.LAB		XBRL Taxonomy Extension Label Linkbase *
101.DEF		XBRL Taxonomy Extension Definition Linkbase *
101.SCH		XBRL Taxonomy Extension Schema *
101.CAL		XBRL Taxonomy Extension Calculation Linkbase *

———————

*

Filed herewith.

 

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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, thereunto duly authorized.

	Continental Rail Corp.
Dated: November 10, 2015	By:	/s/ Timothy S. Hart
		Timothy S. Hart
		Chief Financial Officer, principal financial and accounting officer
Dated: November 10, 2015	By:	/s/ John H. Marino Jr.
		John H. Marino Jr.
		Chief Executive Officer, principal executive officer

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