UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q /A

Amendment No. 1

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the Quarterly Period Ended June 30, 2016

Commission File Number: 333-205604

 

Global Boatworks Holdings, Inc.

(Exact name of registrant as specified in its charter)

Florida		81-0750562
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

2637 Atlantic Blvd. #134
Pompano Beach, FL 33062

(Address of principal executive offices)    (Zip Code)

954-934-9400

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of  “ large accelerated filer, ”   “ accelerated filer ”  and  “ smaller reporting company ”  in rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒

(Do not check if a smaller reporting company)

 

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

As of August 15, 2016 we had 7,620,000 shares of common stock outstanding.

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This amendment to the Company’s 10-Q filed on August 15, 2016 restates portions of the Company’s unaudited financial statements to reflect that subsequent to the issuance of the Company’s June 30, 2016 consolidated financial statements, management became aware that a legal invoice for services rendered in June should have been accrued during the three months ended June 30, 2016 in the amount of $14,040. The resulting effect of the restatement in 2016 is an increase in current liabilities of $14,040 and an increase in the net loss of $14,040.  Net loss per share amounts were not affected.

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PART I - FINANCIAL INFORMATION	PAGE
	F-1
Item 1. Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3. Quantitative and Qualitative Disclosures About Market Risk	8
Item 4. Controls and Procedures	8
PART II-- OTHER INFORMATION
Item 1. Legal Proceedings	9
Item 1A. Risk Factors	9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3. Defaults Upon Senior Securities	10
Item 4. Mine Safety Disclosures	10
Item 5. Other Information	10
Item 6. Exhibits	12
SIGNATURES	13

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INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets

F-2

Consolidated Statements of Operations (unaudited)

F-3

Consolidated Statement of Changes in Stockholders’ Deficit (unaudited)

F-4

Consolidated Statements of Cash Flows (unaudited)

F-5

Notes to Consolidated Financial Statements (unaudited)

F-6

F-1

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Global Boatworks Holdings, Inc.

Consolidated Balance Sheets

The accompanying unaudited notes are an integral part of the unaudited consolidated financial statements

F-2

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Global Boatworks Holdings, Inc.

Consolidated Statements of Operations

(unaudited)

The accompanying unaudited notes are an integral part of the unaudited consolidated financial statements

F-3

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Global Boatworks Holdings, Inc.

Consolidated Statement of Changes in Stockholders’ Deficit

(unaudited)

The accompanying unaudited notes are an integral part of the unaudited consolidated financial statements

F-4

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Global Boatworks Holdings, Inc.

Consolidated Statements of Cash Flows

Six Months Ended June 30,

(unaudited)

The accompanying unaudited notes are an integral part of the unaudited consolidated financial statements

F-5

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Global Boatworks Holdings, Inc.

Notes to Consolidated Financial Statements

(Information as to the six months ended June 30, 2016 is unaudited)

(1) NATURE OF OPERATIONS

Global Boatworks Holdings, Inc., (“the Company,” “Successor” or “Global”), was formed on May 11, 2015, under the laws of the State of Florida to reorganize Global Boatworks, LLC. At formation the Company acquired 100% of the membership interests of Global Boatworks, LLC, (“LLC”) which was formed on June 16, 2014, under the laws of the State of Florida.  The Company’s business activities to date have primarily consisted of the formation of a business plan for building luxury floating vessels on a barge bottom and initiating construction. On September 25, 2014, effective the close of business September 24, 2014, the Company acquired a luxury floating vessel from Financial Innovators Corp., (“Predecessor” or “Financial Innovators”), and operates it as a rental property, based in Boston harbor.

The accompanying unaudited consolidated financial statements include the activities of Global Boatworks Holdings, Inc. and Global Boatworks, LLC, its wholly owned subsidiary.

(2) BASIS OF PRESENTATION, USE OF ESTIMATES AND GOING CONCERN

a) Basis of Presentation and Principles of Consolidation

The comparative figures shown throughout these unaudited consolidated financial statements are the historical results of Global Boatworks Holdings, Inc. inclusive of its wholly owned subsidiary Global Boatworks, LLC. The Company has retroactively restated amounts within certain components of Shareholders' Deficit on the accompanying unaudited consolidated financial statements and footnotes to account for the acquisition and reorganization of Global Boatworks, LLC. All intercompany balances and transactions have been eliminated.

The accompanying unaudited consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") in the United States of America ("U.S.") as promulgated by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and with the rules and regulations of the U.S Securities and Exchange Commission ("SEC"). The consolidated financial statements reflect all normal recurring adjustments, which, in the opinion of management, are considered necessary for a fair presentation of the results for the periods shown. The results of operations for the periods presented are not necessarily indicative of the results expected for any future period. The information included in the June 30, 2016 consolidated financial statements should be read in conjunction with Management’s Discussion and Analysis and Results of Operations contained elsewhere in this report and the audited consolidated financial statements and accompanying notes for the year ended December 31, 2015 filed in Form 10-K on March 30, 2016 with the U.S. Securities and Exchange Commission.

b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying unaudited consolidated financial statements involved the valuation of construction in progress, depreciable life of the luxury floating vessel, depreciable life of property and equipment, valuation of long lived assets, debt discounts, the valuation of common and preferred stock issued as compensation, and valuation allowance of deferred income tax benefit.

F-6

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Global Boatworks Holdings, Inc.

Notes to Consolidated Financial Statements

(Information as to the six months ended June 30, 2016 is unaudited)

(2) BASIS OF PRESENTATION, USE OF ESTIMATES AND GOING CONCERN, continued

c) Going Concern

The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern.  The Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern, as reflected by the accumulated net loss of   $481,338 through June 30, 2016. The Company had a net loss of $157,910 and used cash of $72,585 in operating activities in the six months ended June 30, 2016. The Company is expected to have increasing expenses as a result of becoming a publicly held company without immediate increases in revenues as they attempt to implement their plan of operations. Additionally, the Company is past due on the $151,700 note that was due July 9, 2016, of which the Company is currently negotiating an extension or modification. The ability of the Company to continue as a going concern is dependent upon commencing operations, developing sales and obtaining additional capital and financing. The Company is seeking to raise sufficient equity capital to enable it to build the first two new style luxury floating vessels. It is also considering ways to monetize the value embedded in the luxury floating vessel it currently owns, either through a sale or a loan collateralized by this asset. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.  The Company is currently seeking additional capital to allow it to continue its planned operations.

(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Cash and cash equivalents

The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. We had no financial instruments that qualified as cash equivalents at June 30, 2016 (unaudited) or December 31, 2015.

b) Construction in progress

Costs to construct vessels are capitalized during the construction phase. Upon completion of a vessel the Company will either sell the vessel or place in it service as a rental property. If the vessel is to be leased the construction costs are transferred to property and equipment and depreciated over its useful life.

     

c) Property and equipment

All property and equipment are recorded at cost and depreciated over their estimated useful lives, using the straight-line method.  Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.

d) Impairment of long-lived assets

A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value.

F-7

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Global Boatworks Holdings, Inc.

Notes to Consolidated Financial Statements

(Information as to the six months ended June 30, 2016 is unaudited)

e) Financial instruments and Fair value measurements

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

ASC 825 also requires disclosures of the fair value of financial instruments. The carrying value of the Company’s current financial instruments, which include cash and cash equivalents, accounts payable and accrued liabilities approximates their fair values because of the short-term maturities of these instruments.

FASB ASC 820 “Fair Value Measurement” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

f) Revenue recognition

Revenue is recognized when earned, generally starting when the rental customer takes temporary possession of the floating vessel and through their contracted stay. Revenue is recognized on a gross basis in accordance with ASC 605-45. Cost of Revenue includes the marina dockage fees and fees charged by the web site Homeaway, where the floating vessel is advertised for rent.

g) Stock compensation for services rendered

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the shorter of period the employee or director is required to perform the services in exchange for the award or the vesting period. The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC 505-50, for share-based payments to non-employees, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

F-8

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Global Boatworks Holdings, Inc.

Notes to Consolidated Financial Statements

(Information as to the six months ended June 30, 2016 is unaudited)

(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

h) Income Taxes

The LLC was a pass through entity for income tax purposes, therefore there is no income tax provision or liability for this entity through the Company’s incorporation date of May 11, 2015. As a result of the reorganization the Company became a taxable entity on May 11, 2015. Upon becoming a taxable entity, the Company began to use the asset and liability method of ASC 740 to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized.

The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

As of June 30, 2016 tax years 2014 and 2015 for the LLC and 2015 for the corporation remain open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years.

i) Net income (loss) per share

Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period.  Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company.  Diluted loss per share  is computed by dividing the loss available to stockholders  by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution.  There were no common stock equivalents for the period ended June 30, 2016 (unaudited) or December 31, 2015. The shares to be issued under the stock subscription receivable (see Note 8) are considered anti-dilutive.

j) Reclassifications

The Company reclassified $1,137 of expense from G&A to Cost of Revenues for the six months ended June 30, 2015 to more accurately reflect cost of revenues in conformity to the 2016 presentation.

F-9

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Global Boatworks Holdings, Inc.

Notes to Consolidated Financial Statements

(Information as to the six months ended June 30, 2016 is unaudited)

(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

k) Recent accounting pronouncements

The Company has considered recent accounting pronouncements during the preparation of these financial statements and does not expect any recent accounting pronouncements to have a material effect on its unaudited financial statements.

(4) CONSTRUCTION IN PROGRESS

Construction in progress represents the capitalized construction of its Luxuria floating vessel(s) being constructed for sale. At June 30, 2016 (unaudited), the Company has capitalized the $2,163 deposit made on the custom trusses to be used in the construction of its first Luxuria floating vessel as well as additional expenses which are directly attributed to the construction. The balance of construction in progress is $15,769 at June 30, 2016.

(5) PROPERTY AND EQUIPMENT

Property and Equipment consists of the following at June 30, 2016 (unaudited) and December 31, 2015:

	June 30, 2016		December 31, 2015
Miss Leah floating vessel	$ 0		$ 0
Architectural plans	$ 12,766		$ 12,766
Less: accumulated depreciation and amortization	$ (456)		$ 0
Total PP&E	$ 12,310		$ 12,766

On September 25, 2014, the Company acquired the Miss Leah, a two story luxury floating vessel in the Cape Cod architectural style built on a barge platform. The Miss Leah is based at a marina in Boston harbor. It is rented out primarily through a third party rental management company on a short term vacation type basis. The Miss Leah was built in 2004 by the founder of the Company and subsequently sold in 2006 to his brother who established the Predecessor’s rental business.  Due to the related party relationship between the Company and the Predecessor the luxury floating vessel was recorded on the Company’s books at its original cost basis of $0 based on its fully depreciated value at the transfer date. As the Miss Leah has been recorded on the books of the Company at a value of $0, there is no depreciation recorded.

The Company capitalized the costs of developing the architectural plans for the Luxuria model floating vessel and began amortizing the cost over their estimated useful life of seven years during the three months ended June 30, 2016.

F-10

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Global Boatworks Holdings, Inc.

Notes to Consolidated Financial Statements

(Information as to the six months ended June 30, 2016 is unaudited)

(6) STOCKHOLDERS’ DEFICIT

At June 30, 2016 (unaudited) and December 31, 2015, the Company has 90,000,000 shares of par value $0.0001 common stock authorized and 7,620,000 (unaudited) and 6,720,000 issued and outstanding. At June 30, 2016 (unaudited) and December 31, 2015, respectively, the Company has 10,000,000 shares of par value $0.0001 preferred stock authorized and 1,000,000 and zero of designated Series A issued and outstanding, respectively.

Effective February 16, 2016, we entered into an agreement (the Agreement) with StockVest, Inc., a Florida corporation that provides investor relations and public relations services. The agreement was amended on March 1, 2016. As amended, StockVest agreed to provide us with services from March 12, 2016 until June 12, 2016, in exchange for $500 and one hundred fifty thousand (150,000) shares of our restricted common stock.  We valued these shares at the price of $.10 per share, based on the most recent sale of common stock by the Company, or an aggregate of $15,000 upon issuance, which were recognized over the life of the contract.

In June 2016, the Company issued 250,000 shares of our restricted common stock to a related party consultant and principal stockholder in exchange for $25,000 of cash.

In the June 2016 the Company issued 500,000 shares of the Company’s common stock to a related party consultant and principal stockholder in exchange for prepaid services, valued at $50,000, or $0.10 per share based on the recent private placement, to be amortized at the rate of $4,167 per month. This was the second issuance as was required under this two year consulting agreement.

In June 2016 the Company issued 1,000,000 shares of redeemable Series A preferred stock to the Company’s founder and CEO. The Company recorded these shares at their redemption value of $1,000, which approximates fair value. The only rights and privileges of these shares is super voting rights, 1,000 votes for each preferred share and the right to redeem the shares for $1,000.

(7) RENTAL PROPERTY AND RELATED NOTE PAYABLE

On September 25, 2014, the Company acquired the Miss Leah, a two story luxury floating vessel in the Cape Cod architectural style built on a barge platform. The Miss Leah is based at a marina in Boston harbor. It is rented out primarily through a third party rental management company on a short term vacation type basis. The Miss Leah was built in 2004 by  the founder of the Company and subsequently sold in 2006 to his brother who established the Predecessor’s rental business.

The terms of this acquisition are for a payable to the related party Predecessor in the amount of $100,000, carrying interest at 2% per annum from the effective date of the transfer date of September 25, 2014 with a maturity date of June 20, 2022, which was memorialized in the form of a promissory note in June 2015, effective September 25, 2014. (See note 8) Due to the related party relationship between the Company and the Predecessor the luxury floating vessel was recorded on the Company’s books at its original cost basis of $0 based on its fully depreciated value at the transfer date. Accordingly, the Company charged additional paid-in capital as a distribution for $100,000.

F-11

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Global Boatworks Holdings, Inc.

Notes to Consolidated Financial Statements

(Information as to the six months ended June 30, 2016 is unaudited)

(8) RELATED PARTIES

a) Rental property

On September 25, 2014, the Company acquired the Miss Leah, a luxury floating vessel built on a barge platform from the Predecessor which is owned by the founders brother. As part of this acquisition transaction the Company issued a promissory note in June 2015 to the Predecessor in the amount of $100,000, carrying an interest rate of 2% effective September 25, 2014, with a maturity date of June 20, 2022. (See Note 7) The Company recorded the payable in September 2014 which was formalized with this promissory note in June 2015.

b) Related party payable

In the last quarter 2014, the Predecessor continued to receive some of the revenue from and to pay some of the expenses related to the rental of the Miss Leah. The Company has established a payable to the Predecessor for the net differential of $3,888 and recorded the related revenue and expenses in the Company’s records.

c) Common stock subscription agreement

In the last quarter of 2014, as memorialized in May 2015, the Company received a stock subscription agreement from a now former officer and director of the Company for 1,500,000 shares of common stock in exchange for $250,000 in cash or cash equivalents, such as labor and materials for the construction of the barge bottom, or $0.167 per share. Through June 30, 2016 this former officer and director has contributed $55,000 and received 330,000 shares, respectively. Through June 30, 2016 no invoices have been received by the Company relating to the construction of the first barge bottom and the valuation thereof is still under negotiations with the former officer and director.

d) Payments to related parties during each period of operations presented:

	Six Months ended June 30, 2016		Six Months ended June 30, 2015
	(Unaudited)		(Unaudited)
Commissions - daughter of founder	$ 2,640		$ 1,444

(9) CONCENTRATIONS OF RISK

The Company has only one revenue producing asset at this time, and that asset is located in Boston Harbor. The rental season at this location is generally from late March through October. The Company primarily utilizes one booking agent to schedule bookings from customers and collect the revenues. If required the Company believes it could obtain bookings through an alternative provider.

F-12

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Global Boatworks Holdings, Inc.

Notes to Consolidated Financial Statements

(Information as to the six months ended June 30, 2016 is unaudited)

(10) SHORT TERM DEBT

On July 9, 2015, the company entered into a loan agreement in the amount of $151,700 with a shareholder. The company issued 250,000 common shares to the shareholder as consideration for providing us the loan. The shares were valued at $25,000, or $0.10 per share (based on the recent private placement sales) was recorded as a discount and is being amortized at a rate of $2,083 per month over the life of the loan. The note bears interest at the rate of 10%. Prepaid interest in the amount of $15,000 and a loan fee of $1,700 were deducted from the proceeds of the loan. These are being amortized each month at the rate of $1,250 and $142 over the life of the loan, respectively. We are obligated to pay the principal and interest due on July 9, 2016, which is past due as of the date of this filing. The loan is secured by the Miss Leah, our company owned vessel. The note balance at June 30, 2016, is $151,700 net of the discount of $0. The Company is currently negotiating an extension or modification of this note.

(11) COMMITMENTS AND CONTINGENCIES

a)  Leases

We occupy dockage space pursuant to an agreement with Safe Harbor Marina Bay, LLC dated January 29, 2016. We pay annual rents of $15,454. The agreement automatically renews on November 15th of each year. We occupy approximately four hundred (400) square feet of office space without charge at the residence of Robert Rowe our Chief Executive Officer, President, Treasurer and Director, and Leah Rowe, our Secretary.

b) Legal Matters

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of June 30, 2016 (unaudited), there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

c) Investment Banking Agreement

In February 2016 the Company entered into a 2-year investment banking agreement to raise capital. Pursuant to this agreement the Company is obligated to pay a cash success fee between 6% and 10%, depending on the amount raised as well as issue common stock in the amount of 4% of the amount raised.

d) Common stock subscription agreement

In the last quarter of 2014, as memorialized in May 2015, the Company received a stock subscription agreement from a now former officer and director of the Company for 1,500,000 shares of common stock in exchange for $250,000 in cash or cash equivalents, such as labor and materials for the construction of the barge bottom, or $0.167 per share. Through June 30, 2016 this former officer and director has contributed $55,000 and received 330,000 shares, respectively. Through June 30, 2016  no invoices have been received by the Company relating to the construction of the first barge bottom and the valuation thereof is still under negotiations with the former officer and director.

F-13

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Global Boatworks Holdings, Inc.

Notes to Consolidated Financial Statements

(Information as to the six months ended June 30, 2016 is unaudited)

(12) SUBSEQUENT EVENTS

a) Convertible Debt

On August 11, 2016, pursuant to a securities purchase agreement and a secured convertible promissory note for $610,000, the Company received $227,500 in cash under a six month secured convertible promissory note. This note is secured by all the assets of the Company, inclusive of the Miss Leah and the Luxuria 1, and the member interests of its wholly owned LLC. This note is structured in two parts, first the initial $250,000 and a subsequent $250,000 which can be drawn at the Company’s option in amount/s determined by the Company. This note does not carry a stated interest rate, but carries an Original Issue Discount (OID) that totals $100,000 and is proportional to the total amount borrowed. This OID will be recorded as a discount to the note and amortized over the six month life of the note. In addition, the Company is required to pay $10,000 of the lender’s legal fees and $22,500 of commission which was withheld from the initial $250,000 draw, both of which will also be recorded as debt discounts to the note and amortized over the six month life of the note. Also, the Company is required to issue 100,000 shares of restricted common stock which will be valued at $0.10 per share based on recent sales of similar restricted common shares and recorded as a discount to the note and amortized over the six month life of the note. This note requires a $200,000 partial prepayment if and when the Company sells the Miss Leah. The note is personally guaranteed by the Company’s CEO, Robert Rowe.

In event of default the note at an interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law.

The Company is obligated to issue up to 27,778 shares of common stock under the Investment Banking Agreement as a result of entering into the Convertible Debt. These shares are calculated and valued at $0.36 per share (the closing price of the shares on Thursday, August 12, 2016, the date the Convertible Debt closed.)

F-14

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Global Boatworks Holdings, Inc.

Notes to Consolidated Financial Statements

(Information as to the six months ended June 30, 2016 is unaudited)

The total note is convertible into common stock upon an event of default as follows:

Lender has the right at any time following an Event of Default, at its election, to convert (each instance of conversion is referred to herein as a “Conversion”) all or any part of the Conversion Eligible Outstanding Balance into shares (“Conversion Shares”) of fully paid and non-assessable common stock, $0.0001 par value per share (“Common Stock”), of Company as per the following conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the Conversion Price (as defined below). Conversion notices may be effectively delivered to Company by any method of Lender’s choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery), and all Conversions shall be cash-less and not require further payment from Lender.

Subject to the adjustments set forth herein, the conversion price (the “Conversion Price”) for each Conversion shall be equal to 60% (the “Conversion Factor”) multiplied by the lowest Closing Bid Price in the twenty (20) Trading Days immediately preceding the applicable Conversion. Additionally, if at any time after the Effective Date, the Conversion Shares are not DTC Eligible, then the then-current Conversion Factor will automatically be reduced by 5% for all future Conversions. Finally, in addition to the Default Effect, if any Major Default occurs after the Effective Date (other than an Event of Default for failure to pay the Conversion Eligible Outstanding Balance on the Maturity Date), the Conversion Factor shall automatically be reduced for all future Conversions by an additional 5% for each of the first three (3) Major Defaults that occur after the Effective Date (for the avoidance of doubt, each occurrence of any Major Default shall be deemed to be a separate occurrence for purposes of the foregoing reductions in Conversion Factor, even if the same Major Default occurs three (3) separate times). For example, the first time the Conversion Shares are not DTC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 60% to 55% for purposes of this example. If, thereafter, there are three (3) separate occurrences of a Major Default pursuant to Section 4.1(a), then for purposes of this example the Conversion Factor would be reduced by 5% for the first such occurrence, and so on for each of the second and third occurrences of such Major Default.

Due to the variable conversion terms, the embedded conversion option will be bifurcated and recorded as a derivative liability at fair value.

(13) RESTATEMENT

Subsequent to the issuance of the Company’s June 30, 2016 consolidated financial statements, management became aware that a legal invoice for services rendered in June should have been accrued during the three months ended June 30, 2016 in the amount of $14,040. The resulting effect of the restatement in 2016 is an increase in current liabilities of $14,040 and an increase in the net loss of $14,040.  Net loss per share amounts were not affected. Certain applicable portions of Notes 2 have also been revised accordingly and additional disclosure added to Note 11 related to a previously disclosed common stock subscription agreement.

F-15

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

We were founded in June of 2014 to commercialize luxury stationary floating vessels. We plan to generate revenues from the sale of and rental of the vessels initially in South Florida. Our newly developed Luxuria model features a South Florida modern style, and is approximately one thousand six hundred (1,600) square feet under air. The vessel offers amenities typically found in a luxury home.

Three (3) Months Ended June 30, 2016 and 2015

We had revenues of $12,640 and $5,951 for the three (3) months ended June 30, 2016 and 2015, respectively, or a one hundred twelve point four percent (112.4%) increase.

Cost of revenues was $4,644 compared to $2,774 for the three (3) months ended June 30, 2016 and 2015, respectively, or a sixty seven point four percent (67.4%) increase. This increase was primarily due to an increase in marina fees.

Gross margin was $7,996 and $3,177 for the three (3) months ended June 30, 2016 and 2015, respectively.

General and administrative expenses were $38,100 compared to $29,304 for the three (3) months ended June 30, 2016 and 2015, respectively, an increase of thirty percent (30.0%). General and administrative expenses are principally composed of public company expenses, insurance, maintenance, officer pay and travel. The primary increases were in public company expenses.

Our professional fees were $42,623 compared to $45,040 for the three (3) months ended June 30, 2016 and 2015, respectively.

Our interest expense was $11,612 compared to $763 for the three (3) months ended June 30, 2016 and 2015, respectively, an increase of $10,849 or one thousand four hundred twenty-two percent (1,422%). This increase is due to the interest expense accrued on the payable to affiliate for the acquisition of the vessel and the amortization of prepaid interest, loan fee and loan discount on our short term loan received in July 2015.

We recorded a net loss of ($84,795) compared to ($71,930) for the three (3) months ended June 30, 2016 and 2015, respectively.

Six (6) Months Ended June 30, 2016 and 2015

We had revenues of $12,640 and $5,951 for the six (6) months ended June 30, 2016 and 2015, respectively, or a one hundred twelve point four percent (112.4%) increase.

Cost of revenues was $8,075 compared to $4,282 for the six (6) months ended June 30, 2016 and 2015, respectively, or a eighty eight point six percent (88.6%) increase. This increase was primarily due to an increase in marina fees.

Gross margin was $4,565 and $1,669 for the six (6) months ended June 30, 2016 and 2015, respectively.

General and administrative expenses were $72,916 compared to $52,375 for the six (6) months ended June 30, 2016 and 2015, respectively, an increase of thirty nine point two percent (39.2%). General and administrative expenses are principally composed of public company expenses, insurance, maintenance, officer pay and travel. The primary increases were in public company expenses.

Our professional fees were $66,099 compared to $67,690 for the six (6) months ended June 30, 2016 and 2015, respectively.

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Our interest expense was $23,004 compared to $1,432 for the six (6) months ended June 30, 2016 and 2015, respectively, an increase of $21,572 or one thousand five hundred six percent (1,506%). This increase is due to the interest expense accrued on the payable to affiliate for the acquisition of the vessel and the amortization of prepaid interest, loan fee and loan discount on our short term loan received in July 2015.

We recorded a net loss of ($157,910) compared to ($119,828) for the six (6) months ended June 30, 2016 and 2015, respectively.

Liquidity and Capital Resources Cash Flow Activities

Cash Flow Activities

Our cash decreased $45,285 for the six months ended June 30, 2016. This decrease was primarily the result of our net operating cash flow use of $72,585.

Financing Activities

During the six (6) months ended June 30, 2016 we funded our working capital requirements principally through the use of cash on hand and the sale of common stock to a related party.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. We consider our critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following:

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Our financial instruments consist of cash and cash equivalents, prepaid expenses, payables and accrued expenses. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. We consider the carrying values of our financial instruments in the consolidated financial statements to approximate fair value, due to their short-term nature.

Revenue Recognition

Revenue is recognized when earned, generally starting when the rental customer takes temporary possession of the floating vessel and through their contracted stay. Revenue is recognized on a gross basis in accordance with ASC 605-45. Cost of Revenue includes the marina dockage fees and fees charged by the web site Homeaway, where the floating vessel is advertised for rent.

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Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is provided for using straight-line methods over the estimated useful lives of the respective assets.

Valuation of Long-Lived Assets

We periodically evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset were less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4).

Recent Accounting Pronouncements

(See “Recently Issued Accounting Pronouncements” in Note 3 k) of Notes to the unaudited consolidated Financial Statements.)

Plan of Operations

Historically, we generated revenue from the short-term vacation rental of the Miss Leah, a company owned vessel located in Boston Harbor, Massachusetts. At present, we expect to generate revenue from this vessel as a short-term vacation rental in the future. We listed this vessel for sale in June of 2015.

As of June 30, 2016, we had cash on hand of $2,194 for our operational needs. As of August 15, 2016 our cash balance was approximately $227,500. Currently, our operating expenses are approximately $12,500 per month. We were obligated to repay an outstanding loan in one lump payment in the amount of $151,700 on July 9, 2016, which is past due as of the date of this filing. . If we fail to generate sufficient revenues or raise additional funds to meet our monthly operating costs we would have available cash for our operating needs for approximately zero (0) months before repayment of the $151,700 due on July 9, 2016. The Company is currently negotiating an extension or modification of this note.

We plan to focus our future efforts on commercializing luxury stationary vessels designed in a South Florida modern style. We completed the design of the Luxuria model in the first quarter of 2015. Luxuria will be approximately one thousand six hundred (1,600) square feet, with two (2) bedrooms and bathrooms, and sleeps up to six (6) people.

We plan to use the Luxuria as a short-term vacation rental property in South Florida and for outright sale. We believe that using the Luxuria as a short-term vacation rental in South Florida could provide a year round source of cash flow.

While rental of the Miss Leah presently and Luxuria in the future, are expected to provide a relatively steady revenue stream to us, the construction and sale of custom designed and built luxury floating vessels are expected to generate significantly greater revenues and potential profits.

We located Lauderdale Marine Center to construct the Luxuria models at the price of approximately $450,000 per vessel.

We anticipate that each vessel will cost approximately $450,000 to construct. Construction will take between three (3) to four (4) months, per vessel. We will require additional funds to develop and carry out our future plans including construction of our first vessel which has not yet commenced. We plan to begin marketing each vessel when manufacturing commences.

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Our first barge bottom was delivered in mid-February 2016. It was constructed by the stockholder with the existing October 2014 $250,000 subscription agreement and we expect to issue common stock under this subscription agreement in exchange for the transfer of the barge bottom to us. The valuation is currently under negotiation, as since this is the first one being built we had to give the subscriber some flexibility to build it to our specifications, which may cost them more than we have projected.

Our cash balance at June 30, 2016 was approximately $2,200, which is approximately zero (0) months of net cash outflow.

We have an accumulated deficit of approximately $481,000 from inception to June 30, 2016. A portion of this accumulated deficit is the result of a non-cash expense which resulted from the amortization of our issuance of common stock in exchange for prepaid services. In addition, approximately $70,000 of cash expense is directly attributable to the filing of our Form S-1.

Our independent registered public accountant has included a going concern explanatory paragraph in their audit opinion for the periods through December 31, 2015. This means that there is substantial doubt that we can continue as an on-going business for the next twelve (12) months.

Our company owned vessel, the Miss Leah, is listed for sale at the price of $400,000. If sold, the proceeds will provide sufficient capital to construct one Luxuria model. The retail price of the Luxuria is between $850,000 and $950,000. The subsequent sale of the Luxuria vessel would provide sufficient capital to construct two more Luxuria models. The sale of two (2) additional Luxuria models would provide sufficient net cash to construct four (4) Luxuria models.

Our future plans are contingent upon the receipt of capital from either: (i) the receipt of at least $500,000 from the sale of our securities or (ii) the sale of our company owned vessel.

Until such time as the Miss Leah is sold, we will continue to rent the vessel on a short term basis. We plan to market the Luxuria models to yacht brokers, real estate brokers and boat dealerships.

Should we receive funding of $500,000 from the sale of our securities we plan to construct a second Luxuria model vessel.

On August 11, 2016, pursuant to a securities purchase agreement and a secured convertible promissory note for $610,000, the Company received $227,500 in cash under a six month secured convertible promissory note. This note is secured by all the assets of the Company, inclusive of the Miss Leah and the Luxuria 1, and the member interests of its wholly owned LLC. This note is structured in two parts, first the initial $250,000 and a subsequent $250,000 which can be drawn at the Company’s option in amount/s determined by the Company. This note does not carry a stated interest rate, but carries an Original Issue Discount (OID) that totals $100,000 and is proportional to the total amount borrowed. This OID will be recorded as a discount to the note and amortized over the six month life of the note. In addition, the Company is required to pay $10,000 of the lender’s legal fees and $22,500 of commission which was withheld from the initial $250,000 draw, both of which will also be recorded as debt discounts to the note and amortized over the six month life of the note. Also, the Company is required to issue 100,000 shares of restricted common stock which will be valued at $0.10 per share based on recent restricted sales of similar common shares and recorded as a discount to the note and amortized over the six month life of the note. This note requires a $200,000 partial prepayment if and when the Company sells the Miss Leah. The note is personally guaranteed by the Company’s CEO, Robert Rowe.

In event of default the note at an interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law.

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Lender has the right at any time following an Event of Default, at its election, to convert (each instance of conversion is referred to herein as a “Conversion”) all or any part of the Conversion Eligible Outstanding Balance into shares (“Conversion Shares”) of fully paid and non-assessable common stock, $0.0001 par value per share (“Common Stock”), of Company as per the following conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the Conversion Price (as defined below). Conversion notices in the form may be effectively delivered to Company by any method of Lender’s choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery), and all Conversions shall be cash-less and not require further payment from Lender.

Subject to the adjustments set forth herein, the conversion price (the “Conversion Price”) for each Conversion shall be equal to 60% (the “Conversion Factor”) multiplied by the lowest Closing Bid Price in the twenty (20) Trading Days immediately preceding the applicable Conversion. Additionally, if at any time after the Effective Date, the Conversion Shares are not DTC Eligible, then the then-current Conversion Factor will automatically be reduced by 5% for all future Conversions. Finally, in addition to the Default Effect, if any Major Default occurs after the Effective Date (other than an Event of Default for failure to pay the Conversion Eligible Outstanding Balance on the Maturity Date), the Conversion Factor shall automatically be reduced for all future Conversions by an additional 5% for each of the first three (3) Major Defaults that occur after the Effective Date (for the avoidance of doubt, each occurrence of any Major Default shall be deemed to be a separate occurrence for purposes of the foregoing reductions in Conversion Factor, even if the same Major Default occurs three (3) separate times). For example, the first time the Conversion Shares are not DTC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 60% to 55% for purposes of this example. If, thereafter, there are three (3) separate occurrences of a Major Default pursuant to Section 4.1(a), then for purposes of this example the Conversion Factor would be reduced by 5% for the first such occurrence, and so on for each of the second and third occurrences of such Major Default.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Smaller reporting companies are not required to provide the information required by this item.

Item 4.    Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s President, Chief Financial Officer, Secretary, Treasurer and Director, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, we identified a material weakness in our controls. Based upon that discovery, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are not effective at a level that provides reasonable assurance as of the last day of the period covered by this report.

The material weakness in internal control over financial reporting resulted from the lack of controls which allowed for an invoice from outside legal counsel to be excluded.

Changes in Internal Control Over Financial Reporting

 

There have been no changes in the Company’s internal controls over financial reporting during the three month period ending June 30, 2016, or in other factors that could significantly affect these controls, that materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. However, subsequent to the period ending June 30, 2016, after identifying the weakness in internal controls cited above, the Company has begun to implement new procedures to improve the effectiveness of our disclosure controls and procedures.

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PART II:  OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course of business.  To the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on the Company.

Item 1A.   Risk Factors

Smaller reporting companies are not required to provide the information required by this item.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

On June 8, 2016, the Board of Directors of the Company approved the issuance of 1,000,000 shares of its Series A Preferred Stock to Robert J. Rowe, the Company’s Chief Executive Officer, President, Director and controlling Shareholder. Both before and after the issuance of the 1,000,000 shares of Series A Preferred Stock to Mr.  Rowe, Mr. Rowe had the ability to control the outcome of all matters submitted to a vote of the Company’s common stockholders.

In June 2016, the Company issued 250,000 shares of our restricted common stock to a related party consultant and principal stockholder in exchange for $25,000 of cash.

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In the June 2016 the Company issued 500,000 shares of the Company’s common stock to a related party consultant in exchange for prepaid services, valued at $50,000, or $0.10 per share based on the recent private placement, to be amortized at the rate of $4,167 per month. This was the second issuance as was required under this two year consulting agreement.

Item 3.     Defaults Upon Senior Securities

None.

Item 4.     Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

On August 11, 2016, pursuant to a securities purchase agreement and a secured convertible promissory note for $610,000, the Company received $225,500 in cash under a six month secured convertible promissory note. This note is secured by all the assets of the Company, inclusive of the Miss Leah and the Luxuria 1, and the member interests of its wholly owned LLC. This note is structured in two parts, first the initial $250,000 and a subsequent $250,000 which can be drawn at the Company’s option in amount/s determined by the Company. This note does not carry a stated interest rate, but carries an Original Issue Discount (OID) that totals $100,000 and is proportional to the total amount borrowed. This OID will be recorded as a discount to the note and amortized over the six month life of the note. In addition, the Company is required to pay $10,000 of the lender’s legal fees and $22,500 of commission which was withheld from the initial $250,000 draw, both of which will also be recorded as debt discounts to the note and amortized over the six month life of the note. Also, the Company is required to issue 100,000 shares of restricted common stock which will be valued at $0.10 per share based on recent sales of similar restricted common shares and recorded as a discount to the note and amortized over the six month life of the note. This note requires a $200,000 partial prepayment if and when the Company sells the Miss Leah. The note is personally guaranteed by the Company’s CEO, Robert Rowe.

In event of default the note at an interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law.

The total note is convertible into common stock upon an event of default as follows:

Lender has the right at any time following an Event of Default, at its election, to convert (each instance of conversion is referred to herein as a “Conversion”) all or any part of the Conversion Eligible Outstanding Balance into shares (“Conversion Shares”) of fully paid and non-assessable common stock, $0.0001 par value per share (“Common Stock”), of Company as per the following conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the Conversion Price (as defined below). Conversion notices in the form (each, a “Conversion Notice”) may be effectively delivered to Company by any method of Lender’s choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery), and all Conversions shall be cash-less and not require further payment from Lender.

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Subject to the adjustments set forth herein, the conversion price (the “Conversion Price”) for each Conversion shall be equal to 60% (the “Conversion Factor”) multiplied by the lowest Closing Bid Price in the twenty (20) Trading Days immediately preceding the applicable Conversion. Additionally, if at any time after the Effective Date, the Conversion Shares are not DTC Eligible, then the then-current Conversion Factor will automatically be reduced by 5% for all future Conversions. Finally, in addition to the Default Effect, if any Major Default occurs after the Effective Date (other than an Event of Default for failure to pay the Conversion Eligible Outstanding Balance on the Maturity Date), the Conversion Factor shall automatically be reduced for all future Conversions by an additional 5% for each of the first three (3) Major Defaults that occur after the Effective Date (for the avoidance of doubt, each occurrence of any Major Default shall be deemed to be a separate occurrence for purposes of the foregoing reductions in Conversion Factor, even if the same Major Default occurs three (3) separate times). For example, the first time the Conversion Shares are not DTC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 60% to 55% for purposes of this example. If, thereafter, there are three (3) separate occurrences of a Major Default pursuant to Section 4.1(a), then for purposes of this example the Conversion Factor would be reduced by 5% for the first such occurrence, and so on for each of the second and third occurrences of such Major Default.

Due to the variable conversion terms, the embedded conversion option will be bifurcated and recorded as a derivative liability at fair value.

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Item 6.    Exhibits

Exhibit No.		Exhibit Description		Incorporated By Reference						Filed Herewith
				Form		Date		Number
3.1		Certificate of Incorporation		S-1		7/10/15		3.1
3.2		By-Laws		S-1		7/10/15		3.2
3.3		Certificate of Amendment to Certificate of Incorporation		S-1		7/10/15		3.3
3.4		By Laws		S-1		7/10/15		3.4
10.1		Employment Agreement Robert Rowe		S-1		7/10/15		10.1
10.2		Employment Agreement Leah Rowe		S-1		7/10/15		10.2
10.3		Promissory Note Global Boatworks LLC & Financial Innovators Corp		S-1		7/10/15		10.3
10.4		Agreement Between Global Boatworks Holdings Inc & Global Boatworks LLC		S-1		7/10/15		10.4
10.5		Agreement with Oceanside Equities		S-1		7/10/15		10.5
10.7		Agreement with Flagship Marine Bay LLC		S-1		8/7/15		10.7
10.8		Invoice Carlos Vilaca & Associates		S-1		8/7/15		10.8
10.9		Invoice Senator Group LLC		S-1		8/7/15		10.9
10.10		Richi Bramos Promissory Note		S-1		8/7/15		10.10
10.20		March 25, 2016 Amendment to the Agreement with Oceanside Equities		10-K		3/30/16		10.20
10.21		Tonaquint Stock Purchase Agreement and Note								X
10.22		Investment Banking Agreement with Carter Terry								X
31.1		Certification Pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934 as amended								X
32.1		Certification Pursuant to 18 U.S.C. Section 1350								X

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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, there unto duly authorized.

 

Global Boatworks Holdings, Inc.

/s/ Robert Rowe

Name: Robert Rowe

Position: Chief Executive Officer and Chief Financial Officer

(Duly Authorized, Principal Executive Officer and Principal Financial Officer)

Dated: August 22, 2016

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