Item 1 - FINANCIAL STATEMENTS
The unaudited interim financial
statements and the notes thereto for the nine months period ended September 30, 2016 (the “Financial Statements”),
attached hereto and incorporated by this reference. The Financial Statements have been adjusted with all adjustments which, in
the opinion of management, are necessary in order to make the Financial Statements not misleading. The Financial Statements have
been prepared by Transatlantic Capital Inc., without audit pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted as allowed by such rules and regulations, and management believes that
the disclosures are adequate to make the information presented not misleading. The Financial Statements include all the adjustments
which, in the opinion of management, are necessary for a fair presentation of financial position and results of operations. The
results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
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TRANSATLANTIC CAPITAL INC.
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BALANCE SHEETS
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September 30, 2016
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December 31, 2015
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(Unaudited)
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ASSETS
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CURRENT ASSETS:
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Cash and cash equivalents
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$
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35
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$
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463
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|
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|
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Total Current Assets
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35
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463
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TOTAL ASSETS
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$
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35
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$
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463
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LIABILITIES AND SHAREHOLDERS' DEFICIT
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CURRENT LIABILITIES
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Accounts payable
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$
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106,983
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$
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74,700
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Advances - related parties
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138,162
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91,588
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Total Current Liabilities
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245,145
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166,288
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TOTAL LIABILITIES
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$
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245,145
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$
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166,288
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SHAREHOLDERS' DEFICIT
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Preferred Stock:
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50,000,000 shares authorized par value $0.001 per share; none issued and outstanding
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$
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—
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$
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—
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Common Stock:
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700,000,000 shares authorized par value $0.001 per share; issued and outstanding,
21,605,622 shares at September 30, 2016 and 21,365,622 at December 31, 2015, respectively
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21,606
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21,366
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Additional paid-in-capital
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5,626,808
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5,610,968
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Accumulated Deficit
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(5,893,524
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)
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(5,798,159
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)
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TOTAL SHAREHOLDERS' DEFICIT
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(245,110
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)
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(165,825
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)
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TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT
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$
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35
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$
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463
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The accompanying notes are
an integral part of the unaudited interim financial statements.
3
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TRANSATLANTIC CAPITAL INC.
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STATEMENTS OF OPERATIONS
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(Unaudited)
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For the three Months
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For the Nine Months
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Ended September 30,
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Ended September 30,
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2016
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2015
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2016
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2015
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Operating Expenses
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General and administrative expenses
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$
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(34,637
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)
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$
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(1,527
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)
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$
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(95,365
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)
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$
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(10,982
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)
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Total Operating Expenses
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(34,637
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)
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(1,527
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)
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(95,365
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)
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(10,982
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)
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Operating Loss
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(34,637
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)
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(1,527
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)
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(95,365
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)
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(10,982
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)
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Net Loss
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$
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(34,637
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)
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$
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(1,527
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)
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$
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(95,365
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)
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$
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(10,982
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)
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Basic and diluted net loss per common share
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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Weighted average shares used in computing basic and diluted net loss per common share
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21,441,274
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21,365,622
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21,391,023
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21,127,527
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The accompanying notes are
an integral part of the unaudited interim financial statements.
4
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TRANSATLANTIC CAPITAL INC.
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STATEMENTS OF CASH FLOWS
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(Unaudited)
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For the Nine Months
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Ended September 30,
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2016
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2015
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net Loss
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$
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(95,365
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)
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$
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(10,982
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)
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Adjustments to reconcile net loss to net cash used by operating activities:
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Stock-based compensation
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16,080
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—
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Changes in operating assets and liabilities:
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Deposits
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—
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(9,000
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)
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Accounts payable and Accounts payable-related parties
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32,283
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(413
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)
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Net cash used in operating activities
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(47,002
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)
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(20,395
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)
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from related party advances
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46,574
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20,403
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Net Cash Provided by Financing Activities
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46,574
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20,403
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Net increase (decrease) in cash and cash equivalents
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(428
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)
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8
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Cash and cash equivalents at beginning of the year
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463
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—
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Cash and cash equivalents at end of period
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$
|
35
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$
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8
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Supplemental disclosure of cash flow information
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Interest paid
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$
|
—
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$
|
—
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Income taxes paid
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$
|
—
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$
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—
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Supplemental disclosure of non cash financing activity
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Debt converted into common stock
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$
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—
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$
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1,000
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The accompanying notes are
an integral part of the unaudited interim financial statements.
5
TRANSATLANTIC CAPITAL INC.
Notes to the Interim Financial Statements
As of September 30, 2016
(Unaudited)
NOTE 1 - ORGANIZATION
Organization and Line of Business
Transatlantic Capital Inc. was incorporated
on May 22, 2002, under the laws of the State of Nevada, as Medina International Corp. On May 4, 2006, the Company changed its name
to ACRO Inc., and again on May 24, 2014 to Transatlantic Capital Inc.
The Company was originally an oil and
gas consulting company in Canada and the United States that later shifted operations to Israel to engage in development of products
for the detection of military and commercial explosives for the homeland security market. On May 24, 2014 a change of control took
place and the Company changed its business model to develop and manage real estate. As a result, the Company’s address was
moved from Israel to Georgia.
The Company’s common stock was
first listed on the Over-the-Counter Bulletin Board, or “OTC Bulletin Board” in April of 2003. It now trades on the
OTCQB under the ticker symbol “TACI”.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim financial
statements of Transatlantic Capital, Inc. have been prepared in accordance with accounting principles generally accepted in the
United States of America and rules of the Securities and Exchange Commission, and should be read in conjunction with the audited
financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the period ended December
31, 2015 as filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary
for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full
year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements
as reported in the annual report on Form 10-K have been omitted.
Stock-Based Compensation
We account for stock based compensation in accordance with
FASB ASC 718 which requires companies to measure the cost of employee services received in exchange for an award of an equity instrument
based on the grant-date fair value of the award. Stock-based compensation expense is recognized on a straight-line basis over the
requisite service period. We account for non-employee share-based awards in accordance with FASB ASC 505-50.
Going Concern
In conformity with generally accepted
accounting principles, it has been assumed that the Company will continue as a going concern. The Company, however, continues
to incur losses from operations ($95,365 in the nine months ended September 30, 2016) and has a negative working capital ($245,110
in the nine months ended September 30, 2016). This raises substantial doubt about the Company's ability to continue as a going
concern. Management intends to raise financing through public equity or other means and interests that it deems necessary.
These unaudited interim financial statements do not include any adjustments that might be necessary should the Company be unable
to continue as a going concern.
6
NOTE 3 – RELATED PARTY TRANSACTIONS
From time to time, the Company receives
advances from a significant stockholder, IMIR Management LLC, as a loan which are unsecured, non-interest bearing and due on demand.
During the nine months ended September 30, 2016, $25,574 was loaned to the Company. As of September 30, 2016, advances from IMIR
total $31,414.
On June 1, 2014, the Company executed
a funding agreement with NFA Securities L3C, a significant stockholder, to fund ongoing company operations with a loan of up to
$150,000. During nine months ended September 30, 2016, $21,000 was loaned to the Company. As of the nine months ended September
30, 2016, advances from NFA total $106,748. These advances are unsecure, non-interest bearing and are due on demand.
The total related parties balance as
of September 30, 2016 and December 31, 2015 are $138,162 and $91,588, respectively.
NOTE 4 – EQUITY
On November 1, 2016 the Company issued
240,000 shares of common stock, with a par value of $0.001 per share and a market value of $0.23 per share, according to a consulting
agreement with Capital Markets which included stock-based compensation. Capital Markets was engaged on May 16, 2016 to assist with
the Company’s capital raise. Upon execution of the consulting agreement, 60,000 shares were vested. The remaining 180,000
shares have a vesting schedule that extends through May 15, 2017. As of September 30, 2016, 120,000 shares were vested, and the
fair value of the vested common stock was $16,080.
7
Item 2.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations.
Overview
Business Objective:
We are currently a shell entity.
We have no business operations or assets.
We have relied on loans from our
officers and shareholders to finance our operations. We have no commitment for additional funding. As a result, we will require
a significant cash infusion to commence operations and implement our business plan. Management’s goal is to take advantage
of opportunities in the real estate field. Our goal is to identify unique opportunities in commercial properties in the retail,
office and industrial sectors throughout the United States and Canada. We intend to accomplish these goals by identifying properties
or assets which can be acquired with favorable loan to value ratios, with credit worthy tenants under long term lease agreements.
However, if we cannot identify quality real estate, we reserve the right to explore other business opportunities both domestic
and international. We will not limit our investigation to any specific industry.
OUR PLAN OF OPERATIONS
We will need a significant infusion
of capital, whether in the form of debt or equity financing to implement our acquisition strategy. We have no commitment for additional
funding. Without this capital infusion, it is highly unlikely that we will be able to acquire either real estate or a business.
RESULTS OF OPERATIONS
For the three and nine months
ended September 30, 2016 and 2015
We did not generate any revenues
during these periods. General and administrative expenses for the three and nine months ended September 30, 2016 totaled $34,637
and $95,365 respectively, as compared to $1,527 and $10,982 for the three and nine months ended September 30, 2015 respectively.
Our net loss for the three and nine months ended September 30, 2016 totaled $(34,637) and $(95,365) respectively as compared to
the three and nine months ended September 30, 2015 of $(1,527) and $(10,982), respectively. The Company experienced an increase
in expenses during 2016 due to professional fees incurred related to SEC compliance and consultants engaged to assist with a capital
raise.
Net loss per share for the three
and nine months ended September 30, 2016 and 2015 was $(0.00) and $(0.00), respectively.
Until such time as we can
implement our business plan and generate sufficient revenues to cover our operating expenses, we anticipate ongoing losses.
Except for Mr. Griggs, we had
no full time employees. We anticipate adding additional employees, when adequate funds are available, and will continue using independent
contractors, consultants, attorneys and accountants as necessary, to complement services rendered by our employees.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2016 and December
31, 2015.
We had nominal assets at both September
30, 2016 and at December 31, 2015. Total liabilities at September 30, 2016 were $245,145 consisting of advances from related parties
totaling $138,162 and accounts payable totaling $106,983. At December 31, 2015 liabilities totaled $166,288 consisting of $91,588
in advances from related parties and $74,700 in accounts payable.
Advances from related parties are unsecured, non-interest
bearing and due on demand. Unless our officers continue to advance funds to the Company, of which there can be no assurance, or
the Company receives an infusion of capital, it is unlikely that the Company will continue operations.
At September 30, 2016 we had an
accumulated deficit of $(5,893,524) as compared to $(5,798,159) at December 31, 2015
8
Going Concern Consideration
Our continuation as a going
concern is dependent upon amongst other things, securing a significant capital infusion in either the form of debt or equity financing.
Securing additional financing is dependent on a number of items outside of our control and there exists material uncertainties
that may cast significant doubt about our ability to continue as a going concern. There are no assurances that we will be able
to implement our business plan or sustain operations.
-
Off-Balance Sheet Arrangements
We are not currently a party to, or otherwise
involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect
on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources.
Item 4. Controls and Procedures
As of the end of the period covered by this Report, the Company's chief executive officer
and its principal financial officer (the “Certifying Officers”), evaluated the effectiveness of the Company's "disclosure
controls and procedures," as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that evaluation,
the Certifying Officers concluded that, as of the date of their evaluation, the Company's disclosure controls and procedures were
not effective to provide reasonable assurance that information required to be disclosed in the Company's periodic filings under
the Securities Exchange Act of 1934 is accumulated and communicated to management, including these officers, to allow timely decisions
regarding required disclosure.
The Certifying Officers have also indicated
that there were no significant changes in our internal controls or other factors that could significantly affect such controls
subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material
weaknesses.
Our management does not expect that our disclosure
controls or our internal controls will prevent all errors and fraud. A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design
of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or
mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people
or by management override of the control. The design of any systems of controls 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. Because of these inherent limitations in a cost-effective control system, misstatements
due to error or fraud may occur and not be detected.
9
