WATERS CLUB HOLDINGS, INC. - FORM 10-Q - September 16, 2016

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EX-32 - WATERS CLUB HOLDINGS, INC.ex32.htm
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EX-31.1 - WATERS CLUB HOLDINGS, INC.ex31.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended: June 30, 2016

      . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from   _______ to _______

Petrus Resources Corporation
(Exact Name of Registrant as Specified in its Charter)

Delaware
  
27-0625383
(State or Other Jurisdiction of
Incorporation or Organization)
  
(I.R.S. Employer
Identification No.)

15321 NW 60th Ave Suite 109
Miami Lakes, FL 33014
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (941) 347-7380
 
Indicate by check mark whether the Issuer (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  [X] . 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  [X] . 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 the “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.   (Check one):

Large accelerated filer []
      .
Accelerated filer[]
     
Non-accelerated filer []
(Do not check if a smaller reporting company)
      .
Smaller reporting company[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  [] . No [X]    .
 
APPLICABLE ONLY TO CORPORATE ISSUERS:
 
As of September 15, 2016 the registrant had 8,000,000 issued and outstanding shares of common stock.
 
 
 
 
 
 
PETRUS RESOURCES CORPORATION.
 
 
Table of Contents
 
 
   
PART I.     FINANCIAL INFORMATION
PAGE
   
Item 1.  Financial Statements (unaudited):
4
   
Balance Sheets
5
  
  
Statements of Operations
6
  
  
Statements of Cash Flows
7
  
  
Notes to Financial Statements (unaudited)
8
   
Item 2.  Management’s Plan of Operations
10
  
  
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
10
  
  
Item 4T.  Controls and Procedures
11
  
  
PART II.     OTHER INFORMATION
  
  
  
Item 1.  Legal Proceedings
11
   
Item 2.  Unregistered Sale of Equity Securities and Use of Proceeds
11
   
Item 3.   Defaults upon Senior Securities
12
   
Item 4.   Removed and Reserved
12
   
Item 5.   Other Information
12
   
Item 6.   Exhibits
12
   
Signatures
13

 
- 2 -
 
 

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

The Financial Statements of the Company required to be filed with this Quarterly Report on Form 10-Q were prepared by management and commence on the following page, together with related Notes.  In the opinion of management, these Financial Statements fairly present the financial condition of the Company, but should be read in conjunction with the Financial Statements of the Company for the year ended December 31, 2015 previously filed in a 10K with the Securities and Exchange Commission. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying interim financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying interim financial statements for the six months ended June 30, 2016 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2016.
 
 
 
- 3 -
 
 

 
PETRUS RESOURCES CORPORATION
FINANCIAL STATEMENTS
June 30, 2016

 
 
 
 
 
  
  
Page(s)
Balance Sheets as of June 30, 2016 and December 31, 2015- (unaudited)
5
  
  
 
Statements of Operations for the three and six months ended June 30, 2016 and 2015 (unaudited)
6
  
  
 
Statements of Cash Flows for the six months ended June 30, 2016 and 2015 (unaudited)
7
  
  
 
Notes to the Unaudited Financial Statements
8



 
- 4 -

Petrus Resources Corporation
  
Balance Sheets
(Unaudited)
  
 
  
   
 
   
June 30, 2016
    
December 31, 2015
  
ASSETS
  
 
  
   
 
Total assets
  
$
-
    
$
-
  
 
                
LIABILITIES AND STOCKHOLDERS' DEFICIT
  
 
                
Current liabilities
                
Accounts payable
  
$
6,680
    
$
6,680
  
Related party payable
    
22,789
      
18,789
  
Total current liabilities
    
29,469
      
25,469
  
 
                
Stockholders' deficit
                
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued or outstanding
    
-
      
-
  
Common stock, $0.0001 par value; 100,000,000 shares authorized; 8,000,000 shares issued and outstanding
    
800
      
800
  
Additional paid in capital
    
-
      
-
  
Accumulated deficit
    
(30,269
)
    
(26,269
 ) 
Total stockholders' deficit
    
(29,469
)
    
(25,469
 ) 
 
                
Total liabilities and stockholders' deficit
  
$
-
    
$
-
  
 
                
 
See accompanying notes to unaudited financial statements.
  
.
 
\

- 5 -
 
 
 

 
Petrus Resources Corporation
  
Statements of Operations
(Unaudited)
  
 
 
 
  
Three months ended
June 30,
    
Six months ended
June 30,
  
 
  
2016
    
2015
    
2016
    
2015
  
Revenue
  
$
-
    
$
-
    
$
-
    
$
-
  
 
                                
Operating Expenses
                                
     General and administrative
    
1,500
      
-
      
4,000
      
-
  
Total operating expenses
    
1,500
      
-
      
4,000
      
-
  
 
                                
Net loss
  
$
(1,500
)
  
$
-
    
$
(4,000
)
  
$
-
  
 
                                
Basic and diluted net loss per common share
  
$
(0.00
)
  
$
0.00
    
$
(0.00
)
  
$
0.00
  
 
                                
Weighted average shares outstanding – basic and diluted
    
8,000,000
      
8,000,000
      
8,000,000
      
8,000,000
  
 
 
 
 
See accompanying notes to unaudited financial statements.



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Petrus Resources Corporation
  
Statements of Cash Flows
(Unaudited)
  
 
 
  
   
 
 
  
   
 
 
  
   
 
 
  
Six months ended June 30,
  
 
  
2016
    
2015
  
Cash flows from operating activities
  
   
 
Net loss
  
$
(4,000
)
  
$
-
  
Changes in operating liability:
                
Increase in accounts payable
    
4,000
      
-
  
Net cash used in operating activities
    
-
      
-
  
 
                
Net change in cash
    
-
      
-
  
Cash, beginning of period
    
-
      
-
  
Cash, end of period
  
$
-
    
$
-
  
 
                
Supplemental cash flow information
                
Cash paid for interest
  
$
-
    
$
-
  
Cash paid for income taxes
  
$
-
    
$
-
  
 
                
Supplemental disclosure of non-cash financing activity
          
Due to related party for expenses paid on behalf of the Company
  
$
4,000
    
$
-
  
 
 
 
See accompanying notes to unaudited financial statements.

 


- 7 -

 
 
 PETRUS RESOURCES CORPORATION
Notes to Financial Statements
(unaudited)
June 30, 2016
 
 
NOTE 1  - BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2016. The accompanying unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company's 2015 Annual Report filed with the SEC on March 30, 2016.
 

NOTE 2 – GOING CONCERN

The Company's unaudited interim financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
 
 
 
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 PETRUS RESOURCES CORPORATION
Notes to Financial Statements
(unaudited)
June 30, 2016

 
 
NOTE 3 – RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property.  The officers of the Company provides office services without charge. At inception on March 2, 2011, the Company issued 8,000,000 common shares valued at par to our sole officer and director as a partial repayment for expenses paid on behalf of the company.
During the six months June 30, 2016, the CEO paid bills on behalf of the Company in the amount of $4,000.  As of June 30, 2016 the Company owed advances of $22,789, to Miguel Dotres one of the officers of the Company. These advances are unsecured, carry no interest, and are due on demand.
 
NOTE 4 – SHARE EXCHANGE AND PLAN OF REORGANIZATION

On March 3, 2016, we entered into a Share Exchange and Plan of Reorganization ("Agreement" or the "Share Exchange") with The Waters Club Worldwide, Inc. WCW is a private company incorporated in Florida in 2014, with offices at 401 East Las Olas Blvd., Suite 1400, Fort Lauderdale, Florida 33301. At the closing of the Agreement (which is contingent upon the effectiveness of this post-effective amendment to our registration statement and a 80% reconfirmation vote under Rule 419 and other closing conditions), pursuant to the terms of the Agreement, 8,000,000 shares of our common stock, par value $0.0001 per share will be issued to WCW shareholders holding 100% of the issued and outstanding common shares of WCW. Upon completion of the foregoing transactions, (i) WCW will become our wholly-owned subsidiary, (ii) WCW's common stockholders will acquire 82% of our issued and outstanding common stock in exchange for their shares of WCW Common Stock, and (iii) we will change our name to The Waters Club Worldwide, Inc. As of June 30, 2016 the Agreement with WCW has not closed.
 

NOTE 5 – SUBSEQUENT EVENTS

Subsequent to June 30, 2016, the CEO paid bills on behalf of the Company in the amount of $1,000
 

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

The Company is in its initial stages of development with no revenues or income and is subject to all the risks inherent in the creation of a new business.  Since the Company's principal activities to date have been limited to organizational activities and prospect development, it has no record of any revenue-producing operations.  Consequently, there is no operating history upon which to base an assumption that the Company will be able to achieve its business plans.

Critical Accounting Policy and Estimates

Our interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.  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 revenue and expenses during the reporting period.  On an on-going basis, management evaluates its estimates and judgments.  Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Liquidity and Capital Resources

During the six months ended June 30, 2016 and 2015, cash used in operating activities was $nil. Cash used in operating activity during the six months ended June 30, 2016 included a net loss of $4,000 compared to a net loss of $0 for the six months ended June 30, 2015. The net loss for the six months ended June 30, 2016 included a charge of $4,000 for audit fees. We had a non-cash item in the amount of $4,000 due to related party for expenses paid on behalf of the Company.

Results of Operations

We have had no operating revenues, and have an accumulated deficit of $30,269. Our activities have been primarily financed from the proceeds of share subscriptions and loans.

For the three months ended June 30, 2016, professional fees and filing expenses were $1,500, compared to $0 for the three months ended June 30, 2015.  For the six months ended June 30, 2016, professional fees and filing expenses were $4,000, compared to $0 for the six months ended June 30, 2015.  The increase is due to new audit firm fees.
 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not Required
 



- 10 -





Item 4T.   Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined by Rule 13-15(e) under the Securities Exchange Act of 1934) under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer. Based on and as of the date of such evaluation, the aforementioned officers have concluded that the Company's disclosure controls and procedures were not effective.

The Company also maintains a system of internal accounting controls that is designed to provide assurance that assets are safeguarded and that transactions are executed in accordance with management's authorization and properly recorded. This system is continually reviewed and is augmented by written policies and procedures, the careful selection and training of qualified personnel and an internal audit program to monitor its effectiveness.

Changes in Internal Controls

There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls during the six months June 30, 2016 through the filing date of the quarterly Form 10-Q

 

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.


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

None.
 
 
 
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Item 3.   Defaults Upon Senior Securities

None.


Item 4.   Mine Safety Disclosures

None.


Item 5.   Other Information

None.


Item 6.   Exhibits

The following exhibits are filed herewith:

   
Exhibit
Number
Exhibit Description
   
31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
32.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
   
101 XBRL 


 
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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.


   
  
Petrus Resources Corporation
  
  
Date: September 16, 2016
By: /s/ Miguel Dotres
  
President, CEO, and Director

 

 
 
 
 
 
 
 
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WATERS CLUB HOLDINGS, INC. Reports