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FORWARD-LOOKING STATEMENTS

In this Quarterly Report on Form 10-Q, references to “Gulf,” the “Company,” “we,” “us,” “our” and words of similar import refer to Gulf & Orient Steamship Company, Ltd., unless the context requires otherwise.

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this report. These factors include, among others:

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our ability to raise capital;

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our ability to identify suitable acquisition targets;

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our ability to successfully execute acquisitions on favorable terms;

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declines in general economic conditions in the markets where we may compete;

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unknown environmental liabilities associated with any companies we may acquire; and

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significant competition in the markets where we may operate.

You should read any other cautionary statements made in this Quarterly Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. You should read this Quarterly Report completely. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

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JUMPSTART OUR BUSINESS STARTUPS ACT DISCLOSURE

We qualify as an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act by the Jumpstart Our Business Startups Act (the “JOBS Act”). An issuer qualifies as an “emerging growth company” if it has total annual gross revenues of less than $1.0 billion during its most recently completed fiscal year, and will continue to be deemed an emerging growth company until the earliest of:

As an emerging growth company, we are exempt from various reporting requirements. Specifically, we are exempt from the following provisions:

Under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards that have different effective dates for public and private companies until such time as those standards apply to private companies. We have elected to use the extended transition period for complying with these new or revised accounting standards. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to the financial statements of companies that comply with public company effective dates. If we were to elect to comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.

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PART I

Item 1.  Financial Statements

The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant and include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Registrant’s Financial Statements. The results from operations for the nine months ended September 30, 2018, are not necessarily indicative of the results that may be expected for the year ended December 31, 2018. The unaudited condensed Financial Statements should be read in conjunction with the December 31, 2017, Financial Statements and footnotes thereto included in the Registrant’s Form 10-K Annual Report for the year ended December 31, 2017, filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2018.

GULF & ORIENT

STEAMSHIP COMPANY, LTD.

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the Periods Ended September 30, 2018, and 2017

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CONTENTS

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GULF & ORIENT STEAMSHIP COMPANY, LTD.

CONSOLIDATED BALANCE SHEETS

See Notes to Unaudited Consolidated Financial Statements.

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GULF & ORIENT STEAMSHIP COMPANY, LTD.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

See Notes to Unaudited Consolidated Financial Statements.

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GULF & ORIENT STEAMSHIP COMPANY, LTD.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

NON-CASH INVESTING & FINANCING ACTIVITIES:

See Notes to Unaudited Consolidated Financial Statements.

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GULF & ORIENT STEAMSHIP COMPANY, LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:

SUMMARY OF HISTORY AND SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Nature of Operations

The Company was incorporated in the State of Colorado on May 9, 1996. The Company originally intended to engage in the business of marine transportation. These plans did not materialize, and the Company is currently considering alternative business opportunities.

On November 1, 2017, the Company incorporated Gulf Acquisition, Inc., a Utah corporation for the sole purpose of completing an Agreement and Plan of Merger.  This wholly-owned subsidiary has had no activities since it was incorporated.

Pursuant to the terms of the Merger Agreement, the parties had until December 15, 2017, to complete the Merger Agreement (the “Termination Date”).  The conditions of the Merger Agreement were not satisfied by the Termination Date, and therefore, the Merger Agreement has been terminated.

Income Taxes

The Company utilizes the liability method of accounting for income taxes as set forth in ASC Topic 740, “Accounting for Income Taxes.” Under the liability method, deferred taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company considers all highly-liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Income (Loss) Per Common Share

Income (Loss) per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the periods presented. Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. The Company has no potentially dilutive securities, such as convertible preferred stock, options, or warrants, outstanding during the periods presented. Accordingly, basic and dilutive loss per common share are the same.

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Recently Issued Accounting Pronouncements

The Company has reviewed recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

Fair Value of Financial Instruments

It is not practicable to estimate the fair value of related party loans because there is no established market for these loans and it is inappropriate to estimate future cash flows, which are largely dependent on the Company establishing or acquiring operations at some future point. No financial instruments are held for trading purposes.

NOTE 2:

INCOME TAXES

At September 30, 2018, the Company had a net operating loss carryover of approximately $325,000, which expires from 2018 to 2037.

On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Company does not have any foreign earnings and therefore, we do not anticipate the impact of a transition tax. We have remeasured our U.S. deferred tax assets at a statutory income tax rate of 21%. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of any transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118, and no later than fiscal year end December 31, 2018.

At September 30, 2018, the Company had a deferred tax asset relating to the net operating losses, which includes accrued interest of $8,078 at newly enacted Federal rates of 21% in the amount of $89,810. The amount has been reserved 100% due to the Company’s history of losses.

The change in the valuation allowance was $(6,939) and $14,192 for the periods ended September 30, 2018 and 2017, respectively.

Components of income tax are as follows:

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A reconciliation of the provision for income tax expense with the expected income tax computed by applying the federal statutory income tax to income before provision for income taxes is as follows:

The Company complies with the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized approximately no increase in the liability for unrecognized tax benefits. The Company has no tax position at September 30, 2018, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at September 30, 2018. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its limited activities. Tax years 2016 through 2018 are open to examination by the tax authorities.

NOTE 3: COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS

Agreement and Plan of Merger

On November 7, 2017, we, along with our newly formed wholly-owned subsidiary, Gulf Acquisition, Inc., and our President, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with US 3D Printing, Inc., a Utah corporation (“US 3D”), and certain of its principals and majority shareholders.  Additional information about the Merger Agreement is contained in the Company’s 8-K Current Report dated November 7, 2017, and filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2017, and which, together with a copy of the Merger Agreement, is incorporated therein.  See Part II, Item 6, below.

Pursuant to the terms of the Merger Agreement the parties had until December 15, 2017, to complete the Merger Agreement (the “Termination Date”), and could terminate the Merger Agreement if the conditions precedent to the Closing had not been satisfied on or before such date.  Further, the Company could terminate the Merger Agreement if the conditions provided in Article 5 thereof had not been satisfied by the Termination Date; and similarly, US 3D could terminate the Merger Agreement if the conditions provided in Article 5 thereof had not been satisfied by the Termination Date. The conditions of the Merger Agreement were not satisfied by the Termination Date, and therefore, the Merger Agreement has been terminated.

Management of the Company has conducted a diligent search and concluded that there were no other commitments, contingencies, or legal matters pending at the balance sheet dates that have not been disclosed.

NOTE 4: NOTES PAYABLE - RELATED PARTIES

At September 30, 2018, the Company owed $0 and as of December 31, 2017, the Company owed $285,381 to related parties for money advanced to the Company or expenses paid on behalf of the Company; $2,500 was non-interest bearing, $2,600 bore annual interest at 24%, $9,286 bore interest at 6%, $3,500 bore annual interest at 7%, $169,512 bore annual interest at 9%, $2,800 bore annual interest at 10% and $1,000 bore annual interest at 18%. The Company received proceeds from these related parties of $16,000 and $10,631 during the periods ended September 30, 2018, and 2017, respectively. The Company accrued $118 and $6,149 in interest expense during the three month periods ended September 30, 2018, and 2017, respectively. The Company accrued $13,366 and $17,684 during the nine month periods ended September 30, 2018, and 2017, respectively. The notes were all due on demand.

Effective July 31, 2018, the Company entered into Debt Cancellation Agreements with seven of its related party noteholders pursuant to which it settled approximately $314,747 in debts for the payment of $216,100 from the $500,000 which it borrowed in June, 2018.  This included the settlement of $167,198 in principal and approximately $90,279 in accrued interest, which was settled with the Company’s President, Michael Vardakis, for the payment of $187,000. Total interest forgiven by all noteholders was $98,647.

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NOTE 5: NOTES PAYABLE – UNRELATED PARTIES

On June 5, 2018, the Company entered into promissory note with an unrelated party. The principal received was $500,000. Interest accrues on a 360-day year simple interest basis at 5.0% per annum. If a default occurs the default interest rate is 10.0% per annum. Principal and accrued interest are to be paid on or before the one year anniversary of the note. In addition, the two majority shareholders of the Company pledged their shares totaling 89% of the issued and outstanding common shares of the Company as collateral for the promissory note. The Company accrued $6,273 and $0 in interest expense during the three month periods ended September 30, 2018, and 2017, respectively. The Company accrued $8,078 and $0 during the nine month periods ended September 30, 2018, and 2017, respectively.

NOTE 6: DEBT FORGIVENESS

Effective July 31, 2018, the Company entered into Debt Cancellation Agreements with six of its vendors pursuant to which it settled approximately $135,060 in debts for the payment of $50,450 from the $500,000 which it borrowed in June, 2018. 

The Company during the period ended September 30, 2018, recognized a reduction in accounts payable from vendors of $52,232 and debt forgiveness from certain nonrelated parties of $84,610.

NOTE 7: GOING CONCERN

The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At September 30, 2018, the Company had a retained deficit of $415,031, and a working capital deficit of $304,603 which raises substantial doubt about the Company’s ability to continue as a going concern.

The Company’s continued existence is dependent on its ability to generate sufficient cash flow to cover operating expenses and to invest in future operations. Management is actively pursuing possible business opportunities. The Company will look to related parties to fund continuing operations until a suitable business opportunity is identified.

NOTE 8: SUBSEQUENT EVENTS

The Company has evaluated events from September 30, 2018, through the date whereupon the consolidated financial statements were issued and has determined that there are no additional items to disclose.

On October 10, 2018 (effective September 30, 2018), one of the related party noteholders who was owed $2,500 and who had previously converted a non-interest bearing $5,000 promissory note dated April 13, 2005, to purchase 71,429 shares of the Company’s common stock on September 29, 2005 (See Note 4), entered into a new Debt Cancellation Agreement whereby the payment of $2,500 received for accrued interest in July, 2018, was returned to the Company in exchange for $10. As part of the delivery of the new Debt Cancellation Agreement, the CEO of the Company introduced this noteholder to a related party who purchased the 71,429 shares of the Company’s common stock owned by this noteholder.  The purchaser of these shares was an LLC formed by the adult son of the Company’s CEO.

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

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Plan of Operation

Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected.

During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing; the payment of our SEC and Exchange Act reporting filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization.  We anticipate that these funds will be provided to us in the form of loans from Michael Vardakis, our current President.  There are no written agreements requiring Mr. Vardakis to provide these cash resources; and to the extent funds are provided, such funds will bear interest and will be due on demand.  As of the date of this Quarterly Report, we have not actively begun to seek any business or acquisition candidate.  

Results of Operations

We have generated no revenues since inception.  We had a net income of $51,458 and a net loss of ($9,815) for the three months ended September 30, 2018, and 2017, respectively.  We had a net income of $26,689 and a net loss of ($36,390) for the nine months ended September 30, 2018, and 2017, respectively.  The net income was the result of forgiveness of debt in the amount of $84,610.  Primarily all of the losses are the result of legal and accounting expenses.

Liquidity

We had $211,223 cash as of September 30, 2018.

During the next 12 months, our only foreseeable cash requirements will relate to the payment of our SEC and Exchange Act reporting filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization.   

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4.  Controls and Procedures.

Evaluation of disclosure controls and procedures

Our management, with the participation of our chief executive officer and acting chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on that evaluation, our chief executive officer and acting chief financial officer concluded that, as of September 30, 2018, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and acting chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

Our management, with the participation of the chief executive officer and acting chief financial officer, has concluded there were no significant changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None; not applicable.

Item 1A.  Risk Factors.

Not required.

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

None; not applicable.

Item 3. Defaults Upon Senior Securities.

None; not applicable.

Item 4. Mine Safety Disclosures.

None; not applicable.

Item 5. Other Information.

Our 10-K Annual Report for the year ended December 31, 2018, which was filed with the SEC on April 17, 2018, and which is available by Hyperlink in Part II, Item 6 of this Quarterly Report, erroneously referenced in Melissa Ladakis’

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“Background and Business Experience” in Part III, Item 10, and in the heading “Compensation of Directors” in Part III, Item 11, that Ms. Ladakis served as a director of the Company, whereas she only serves as the Company’s Secretary/Treasurer and the Acting Chief Financial Officer, as indicated in the heading “Identification of Directors and Executive Officers” in Part III, Item 10 thereof.  Ms. Ladakis have never been a director of the Company

Item 6. Exhibits.

Exhibit No.                         Identification of Exhibit

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