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Pacific Sports Exchange Inc. – ‘10-Q’ for 2/28/21

On:  Monday, 4/12/21, at 7:39pm ET   ·   As of:  4/13/21   ·   For:  2/28/21   ·   Accession #:  1640334-21-844   ·   File #:  333-230690

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/13/21  Pacific Sports Exchange Inc.      10-Q        2/28/21   25:1.4M                                   Pubco Reporting … Inc/FA

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    285K 
 2: EX-31       Exhibit 31.1                                        HTML     17K 
 3: EX-32       Exhibit 32.1                                        HTML     13K 
10: R1          Document and Entity Information                     HTML     59K 
11: R2          Balance Sheets                                      HTML     51K 
12: R3          Balance Sheets (Parentheticals)                     HTML     18K 
13: R4          Statements of Operations (Unaudited)                HTML     56K 
14: R5          Statement of Changes in Stockholders' Equity        HTML     39K 
                (Unaudited)                                                      
15: R6          Statements of Cash Flows (Unaudited)                HTML     48K 
16: R7          Organization, Description of Business and Going     HTML     22K 
                Concern                                                          
17: R8          Summary of Significant Accounting Policies          HTML     27K 
18: R9          Equity                                              HTML     15K 
19: R10         Subsequent Events                                   HTML     13K 
20: R11         Summary of Significant Accounting Policies          HTML     35K 
                (Policies)                                                       
21: R12         Equity (Detail Textuals)                            HTML     26K 
23: XML         IDEA XML File -- Filing Summary                      XML     34K 
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25: ZIP         XBRL Zipped Folder -- 0001640334-21-000844-xbrl      Zip     61K 


‘10-Q’   —   Quarterly Report
Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Table of Contents
"Part I -- Financial Information
"Item 1
"Financial Statements
"Balance Sheets as of February 28, 2021 and August 31, 2020 (Unaudited)
"Statements of Operations for the Three and Six Months Ended February 28, 2021 and February 29, 2020 (Unaudited)
"Statement of Changes in Stockholders' Deficit for the Six Months Ended February 28, 2021 and February 29, 2020 (Unaudited)
"Statements of Cash Flows for the Six Months Ended February 28, 2021 and February 29, 2020 (Unaudited)
"Notes to the Unaudited Financial Statements
"Item 2
"Management's Discussion and Analysis of Financial Condition or Plan of Operation
"Item 3
"Quantitative and Qualitative Disclosures About Market Risk
"Item 4
"Controls and Procedures
"Part Ii -- Other Information
"Legal Proceedings
"Item 1A
"Risk Factors
"Unregistered Sales of Equity Securities and Use of Proceeds
"Defaults Upon Senior Securities
"Mine Safety Disclosures
"Item 5
"Item 6
"Exhibits
"Signatures

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 iX:   C: 
  Pacific Sports Exchange Inc. - 1765651 - 2021  
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form  i 10-Q

 

(Mark One)

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

 

 

For the quarterly period ended:  i February 28, 2021

   
 

or

   
 i  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 

 

 

For the transition period from __________ to __________

   
  Commission File Number:  i 333-230690

 

 i PACIFIC SPORTS EXCHANGE INC.

(Exact name of registrant as specified in its charter)

 

 i Nevada

 

 i 83-1189007

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

 

 

 i 2621 Southwest 10th Ave.

 i Cape Coral,  i FL

 

 i 33914

(Address of principal executive offices)

 

(Zip Code)

 

( i 877)  i 571-5562
(Registrant’s telephone number, including area code)

 

25188 Marion Ave., Unit B108, Punta Gorda, FL 33950

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

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  i Yes    No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).  i Yes    No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

       

Large accelerated Filer

Accelerated Filer

 i Non-accelerated Filer

Smaller reporting company

 i 

   
Emerging growth company
 i 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  i 

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

 

 i 14,375,000 shares of Common Stock issued and outstanding as of April 12, 2021.

 

 

 

 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION      

 

     

Item 1.

Financial Statements   F-1

 

Item 2.

Management's Discussion and Analysis of Financial Condition or Plan of Operation   3

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk  

8

 

Item 4.

Controls and Procedures  

9

 

     

 

 
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  

9

 

Item 4.

Mine Safety Disclosures  

9

 

Item 5.

Other Information  

9

 

Item 6.

Exhibits  

10

 

     

 

 

SIGNATURES    

11

 
 
2
 

Table of Contents

 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PACIFIC SPORTS EXCHANGE INC.

 

INTERIM CONDENSED FINANCIAL STATEMENTS

For the Six Months Ended February 28, 2021

(Unaudited)

 

INDEX TO UNAUDITED FINANCIAL STATEMENTS

 

  Page 
    

Balance Sheets as of February 28, 2021 and August 31, 2020 (Unaudited)

 F-2 
    

Statements of Operations for the Three and Six Months Ended February 28, 2021 and February 29, 2020 (Unaudited)

 F-3 
    

Statement of Changes in Stockholders’ Deficit for the Six Months Ended February 28, 2021 and February 29, 2020 (Unaudited)

 F-4 
    

Statements of Cash Flows for the Six Months Ended February 28, 2021 and February 29, 2020 (Unaudited)

 F-5 
    
Notes to the Unaudited Financial Statements F-6 
 
F-1
 
Table of Contents
 
PACIFIC SPORTS EXCHANGE INC.

Balance Sheets

(Unaudited)

 

     

As of

     

As of

 

 

   

February 28,

     

August 31,

 

 

   

2021

     

2020

 

ASSETS

               

Current Assets

               

Cash and cash equivalents

  $  i 11,752     $  i 22,690  

Inventory

     i 3,885        i 2,269  

Total Current Assets

     i 15,637        i 24,959  

TOTAL ASSETS

  $  i 15,637     $  i 24,959  

 

               

LIABILITIES AND STOCKHOLDERS' DEFICIT

               

Current Liabilities

               

Accounts payable and accrued liabilities

  $  i 29,501     $  i 24,444  

Common stock payable

     i -        i 1,500  

Total Current Liabilities

     i 29,501        i 25,944  

 

               

Stockholders' Deficit

               

Common stock:  i  i 220,000,000 /  shares authorized; $ i  i 0.001 /  par value;  i  i 14,375,000 /  and  i  i 14,100,000 /  shares issued and outstanding, respectively

     i 14,375        i 14,100  

Additional paid-in capital

     i 62,691        i 57,466  

Accumulated deficit

    ( i 90,930 )     ( i 72,551 )

Total Stockholders' Deficit

    ( i 13,864 )     ( i 985 )
                 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

  $  i 15,637     $  i 24,959  

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 
F-2
 

Table of Contents

 
PACIFIC SPORTS EXCHANGE INC.
Statements of Operations
(Unaudited)
 
      Three Months Ended       Six Months Ended  
     
February 28,
     
February 29,
     
February 28,
     
February 29,
 
 
   
2021
     
2020
     
2021
     
2020
 
                                 
Revenues
  $  i 3,410     $  i 481     $  i 14,753     $  i 1,708  
Cost of goods sold
    ( i 1,906 )     ( i 315 )     ( i 11,381 )     ( i 1,452 )
Gross profit
     i 1,504        i 166        i 3,372        i 256  
Operating Expenses
                               
General and administrative
     i 45        i 705        i 158        i 1,260  
Professional fees
     i 13,968        i 4,322        i 21,593        i 23,157  
Total operating expenses
     i 14,013        i 5,027        i 21,751        i 24,417  
Operating loss
    ( i 12,509 )     ( i 4,861 )     ( i 18,379 )     ( i 24,161 )
Net loss before income taxes
    ( i 12,509 )     ( i 4,861 )     ( i 18,379 )     ( i 24,161 )
Provision for income taxes
     i -        i -        i -        i -  
Net loss
  $ ( i 12,509 )   $ ( i 4,861 )   $ ( i 18,379 )   $ ( i 24,161 )
Basic and diluted loss per common share
  $ ( i 0.00 )   $ ( i 0.00 )   $ ( i 0.00 )   $ ( i 0.00 )
Basic and diluted weighted average common shares outstanding
     i 14,375,000        i 13,100,000        i 14,365,934        i 13,100,000  
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
F-3
 
Table of Contents
 

PACIFIC SPORTS EXCHANGE INC.

Statement of Changes in Stockholders’ Deficit

(Unaudited)

 

 

For the Six Months Ended February 28, 2021

 

 

 

 

 

 

Additional

 

 

 

 

Total

 

 

 

Common Stock

 

Paid-in

 

Accumulated

 

 

Stockholders’

 

 

 

Shares

 

Amount

 

Capital

 

Deficit

 

 

Deficit

 

Balance - August 31, 2020

 

 

 i 14,100,000

 

$

 i 14,100

 

$

 i 57,466

 

$

( i 72,551 )

 

$

( i 985 )

Issuance of common shares

   

 i 275,000

   

 i 275

   

 i 5,225

   

 i -

     

 i 5,500

 

Net loss

 

 

 

 

 i -

 

 

 i -  

 

( i 5,870

)

 

 

( i 5,870

)

Balance - November 30, 2020

   

 i 14,375,000

   

 i 14,375

   

 i 62,691

   

( i 78,421

)    

( i 1,355

)

Net loss

   

   

 i -

   

 i -

   

( i 12,509

)    

( i 12,509

)

Balance - February 28, 2021

 

 

 i 14,375,000

 

$

 i 14,375

 

$

 i 62,691

 

$

( i 90,930

)

 

$

( i 13,864

)

 

For the Six Months Ended February 29, 2020

 

 

 

 

 

 

Additional

 

 

 

 

Total

 

 

 

Common Stock

 

Paid-in

 

Accumulated

 

 

Stockholders’

 

 

 

Shares

 

Amount

 

Capital

 

Deficit

 

 

Deficit

 

Balance - August 31, 2019

 

 

 i 13,100,000

 

$

 i 13,100

 

$

 i 38,466

 

$

( i 31,978 )  

$

 i 19,588  

Net loss

 

 

 

 

 i -

 

 

 i -  

 

( i 19,300

)

 

 

( i 19,300

)

Balance - November 30, 2019

   

 i 13,100,000

   

 i 13,100

   

 i 38,466

   

( i 51,278

)    

 i 288

 

Net loss

   

   

 i -

   

 i -

   

( i 4,861

)    

( i 4,861

)

Balance - February 29, 2020

 

 

 i 13,100,000

 

$

 i 13,100

 

$

 i 38,466

 

$

( i 56,139 )  

$

( i 4,573

)

 

The accompanying notes are an integral part of these unaudited condensed financial statements.   

 
F-4
 
Table of Contents
 

PACIFIC SPORTS EXCHANGE INC.
Statements of Cash Flows

(Unaudited)
 

 

 

Six Months Ended

 

 

 

February 28,

 

 

February 29,

 

   

2021

   

2020

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$ ( i 18,379 )

 

$ ( i 24,161 )

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Inventory

 

 

( i 1,616

)

 

 

 i 984  

Accounts payable and accrued liabilities

 

 

 i 5,057

 

 

 

 i 5,122

 

Net cash used in operating activities

 

 

( i 14,938 )

 

 

( i 18,055 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock

     i 4,000      

 i -

 

Net cash provided by financing activities

   

 i 4,000

     

 i -

 
                 

Net change in cash for the period

 

 

( i 10,938

)

 

 

( i 18,055

)

Cash at beginning of period

 

 

 i 22,690

 

 

 

 i 22,085

 

Cash at end of period

 

$  i 11,752

 

 

$  i 4,030

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$  i -

 

 

$  i -

 

Cash paid for interest

 

$  i -

 

 

$  i -

 

                 

NON-CASH INVESTING AND FINANCING ACTIVITIES:

               

Issuance of common stock for common stock payable

 

$

 i 1,500

   

$

 i -

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 
F-5
 
Table of Contents
 

PACIFIC SPORTS EXCHANGE INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

February 28, 2021

 

 i 

NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

 

Pacific Sports Exchange Inc., (“Pacific Sports” the Company,” “we” or “us”) was incorporated in the State of Delaware on July 2, 2018 and is based in Cape Coral, Florida. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is August 31.

 

The Company operates as a sports equipment vendor, specializing in tennis and golf. The Company sources high value new and used equipment and sells it online. The target market is an avid domestic or international customer that is serious about his/her golf or tennis game and will return to the Company for future purchases.

 

To date, the Company’s activities have been limited to generating revenue via www.ebay.com, as well as developing initial business contacts and services.

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of February 28, 2021, the Company has an accumulated deficit and has earned nominal operating revenues.

 

The ability of the Company to obtain profitability is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional operating funds through equity and/or debt financing. However, there can be no assurance management will be successful in its endeavors.

 

There are no assurances that the Company will be able to either 1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or 2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations.

 

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

COVID-19

 

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic based on the rapid increase in global exposure. COVID-19 continues to spread throughout the world and as a result of the outbreak, many companies have experienced disruptions in their operations and in markets served.

 

The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and procure materials and supplies.

 

As an online-only re-seller of new and used sports equipment we do not have employees or a physical retail location where customers shop. Those factors somewhat mitigate against the negative effects of COVID-19 on our operations. To the extent that we hold any inventory in any sporting equipment we intend to resell, such equipment is thoroughly cleaned and sanitized upon our receipt thereof and will be again immediately prior to shipping such equipment to any buyer. For any equipment sold through us, but not held as inventory by us, we request the originating source of such equipment to thoroughly clean and sanitize all equipment prior to shipping the equipment to a buyer, and we also caution all buyers (whether buying inventory directly from us, or equipment from third-parties through us) to thoroughly clean and sanitize all equipment upon receipt of the same.

 
F-6
 
Table of Contents

 

Although being an online-only reseller of sports equipment with no physical “brick and mortar” retail site mitigates against the effects of COVID-19 on our operations, government issued “stay at home” orders, and the previous, and any ongoing or future, closure of gyms, athletic clubs, golf courses and other recreational facilities has and will continue to negatively impact our operations and ability to generate revenues from operations. The result of such orders and closures is that fewer people, both in the U.S. and around the World, are able (and/or willing) to engage in physical activities, and recreation, whether indoors or outdoors. Fewer people engaging in physical activities, and recreation, likely will mean fewer people in the market to purchase new and/or used sporting equipment which will have a materially negative affect on our ability to generate revenues from operations.

 

If we are unable to generate sufficient revenues from operations to grow our business, or even sustain operations, we will be forced to rely on raising capital through debt and/or equity financing. There are no guarantees we will be able to raise additional capital through debt and/or equity financing.

 

 i 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 i 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of February 28, 2021 and the results of operations and cash flows for the periods presented. The results of operations for the period ended February 28, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2020 filed with the SEC on December 14, 2020

 

 i 

Revenue Recognition

 

Revenue is earned from the reselling of new and used sports equipment. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations pursuant to each of its equipment sales transactions:

 
·
identify the contract with a customer;
 
·
identify the performance obligations in the contract;
 
·
determine the transaction price;
 
·
allocate the transaction price to performance obligations in the contract; and
 
·
recognize revenue as the performance obligation is satisfied.

The Company operates as an online-only retailer and utilizes eBay Inc. (“eBay”) as its prime marketing channel. The Company currently relies on eBay, a third-party marketplace, to facilitate its sales. Such reliance on any third-party platform to generate revenues carries with it certain risks, including but not necessarily limited to: the Company could violate the terms of service and lose its selling privileges, or the sites themselves could experience technical issues and/or fail. The Company always strives to abide by the policies of any third-party platform and endeavors to provide superior customer service.

 / 
 
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Typical sales transactions are usually fulfilled within twenty-four (24) hours of completing the transaction online. Contracts stating the transaction price and our performance obligation to deliver the ordered products are deemed to be entered into via eBay at the time the customer submits payment, which is conducted through the PayPal payment platform. Due to the instantaneous nature of a customer submitting an order online at a stated price and the same or next business day shipment of product, the Company does not anticipate that variable consideration or contract assets or liabilities will arise in the normal course of business.

 

Revenues are recognized based on the sales contract price, net of sales taxes, when control of the promised goods are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods. Our contracted prices primarily include cost of inventory, shipping and handling, eBay commission fee and our margin, which varies depending on each item. We may provide incentives to our customers from time to time, including discounts, coupons and rewards, which are treated as a reduction in revenue. We may provide sales under a consignment for a client. When acting as an agent, where we do not take delivery of the inventory, we record all costs of sales as a reduction in revenue. The Company does not accept returns and clearly indicates this in our listings. However, if a customer receives an item that is not as described in the eBay listing, we must follow the eBay moneyback guarantee policy which obligates us to issue a full refund within three (3) business days. We do not provide an estimate for returns as we do not anticipate any returns in the normal course of business.

 

 i 

Consignment Sales

 

The Company, as a consignee, provides a service to sell tennis racquets through its online marketplace with eBay. The Company retains a percentage of the proceeds received as payment for its consignment items, which the Company refers to as its ''take rate.'' The Company recognizes consignment revenue upon shipment of the consigned good to a customer as its performance obligation of providing consignment services to the consignor is satisfied at that point. The Company reports consignment revenue on a net basis as an agent and not the gross amount collected from a customer. Title to the consigned goods remain with the consignor until transferred to a customer subsequent to purchase of the consigned goods. In any event of damage or loss of consignment items, the Company will recognize an expense and will pay all related disbursements. The Company does not take title of consigned goods at any time.

 

 i 

Other Sales

 

The Company purchases used golf carts as their own inventory for resale. The Company reports revenue on a gross basis from amounts collected from the customer upon transferring the product to the buyer.

 

 i 

Cost of Goods Sold

 

Cost of goods sold includes the following expenses: inventory costs and expenses related to eBay fees, repair and shipping services.

 

 i 

Recent Accounting Pronouncements

 

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

 
F-8
 
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 i 

NOTE 3 – EQUITY

 

Common Stock

 

The Company has authorized  i 220,000,000 shares of Common Stock with a par value of $ i 0.001 per share. Each Common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

 

On September 6, 2020, pursuant to our S-1 Registration Statement declared effective on September 30, 2019, the Company issued  i 275,000 shares of Common Stock to unaffiliated individuals, for total proceeds of $ i 5,500, of which $ i 1,500 was received prior to year-end and reported as Common Stock payable in the August 31, 2020 balance sheet.

 

As of February 28, 2021 and August 31, 2020, the Company had  i  i 14,375,000 /  and  i  i 14,100,000 /  shares of Common Stock issued and outstanding, respectively.

 / 

 

 i 

NOTE 4 - SUBSEQUENT EVENTS

 

The Company has evaluated events occurring subsequent to February 28, 2021 through the issuance of the financials and determined that there are no additional events requiring disclosure.

 
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Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation

 

FORWARD-LOOKING STATEMENTS

 

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our unaudited financial statements are stated in United States Dollars (USD) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report. 

 

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in USD and all references to “Common Stock” refer to shares of our Common Stock.

 

As used in this quarterly report, the terms “we,” “us,” “our,” “Pacific Sports,” and the “Company”, mean Pacific Sports Exchange, Inc., unless otherwise indicated. 

 

General Overview

 

We were incorporated in Delaware on July 2, 2018, to engage in the business of re-selling new and used tennis and golf equipment. We have since added used golf carts to our resale inventory and have begun engaging in consignment sales of tennis rackets. The concept is to source top-quality, in-demand equipment, and resell it to both domestic and international customers. Our Company has identified popular brands and models that retain value, in new and used condition, across the various markets in which we plan to sell.

 

We operate as an on-line only entity and utilize eBay Inc. (“eBay”) as our primary marketing channel. We will also optimize our own website for ‘global’ search terms and internally vend equipment through an expanding referral network of repeat customers.

 

On January 15, 2019, we issued 3,100,000 shares of common stock to 14 individuals pursuant to the provisions of Section 4(a)(2) of the Securities Act of 1933 (the "Act") and Rule 506(b) of Regulation D promulgated by the Securities and Exchange Commission ("SEC").

 

On June 19, 2020, we issued 1,000,000 shares of Common Stock for $20,000 to 7 individuals pursuant to our Prospectus Offering. 

 

On September 6, 2020, pursuant to our S-1 Registration Statement declared effective on September 30, 2019, the Company issued 275,000 shares of Common Stock to unaffiliated 10 individuals, for total proceeds of $5,500.

 

Our principal executive office is located at 2621 Southwest 10th Ave., Cape Coral, FL, 33914 and our telephone number is (877) 571-5562. Our corporate website is www.pacificsportsexchange.com.

 

We have not been subject to any bankruptcy, receivership, or similar proceeding. We do not have any subsidiaries.

 
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Our Current Business

 

We specialize in the re-selling of new and used tennis and golf equipment, including reselling used golf carts and engaging in consignment sales of tennis rackets. The concept is to source top-quality, in-demand equipment and resell it to both domestic and international customers. We have identified popular brands and models that retain their value in new and used condition.

 

To source in-demand equipment, our Company has established relationships with local Southwest Florida sports retailers to purchase their surplus end-of-season inventory and trade-ins. The Company also attends golf and tennis trade shows and monitors re-seller equipment events to pin-point trends in high-demand used equipment. Both Florida and California have been identified as premium geographic locations to search for and secure the desired supply of top-end equipment.

 

We currently operate as an on-line only entity and utilize eBay as our primary marketing channel. We will also optimize our own website for ‘global’ search terms and internally vend equipment to a worldwide market. Because the Company relies on third-party websites such as eBay to make its sales, such reliance on any third-party platform to generate revenues carries with it certain risks including but not necessarily limited to: the Company could violate the terms of service and lose its selling privileges, or the sites themselves could experience technical issues and/or fail. The Company will always strive to abide by the policies of any third-party platform and will endeavor to provide superior customer service. The Company will also look to improve the marketing and functionality of its own website, to act as a hedge against the risk of relying on third-party partners.

 

The principals of our Company have experience in both the sports of tennis and golf, and through this experience have identified high-value, high-margin equipment that re-sells profitably to both international and domestic customers. The goal is to create a unique supply chain that targets niche, valued products and their buyers. Serious golfers and tennis players are very particular about their equipment and will go to considerable lengths to secure what they are looking for in a quest to improve their game; this customer is our prime target market and our marketing approach will be to create a relationship (wherever possible) with this customer and become their ongoing equipment supplier through social media and electronic outreach.

 

COVID-19

 

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic based on the rapid increase in global exposure. COVID-19 continues to spread throughout the world and as a result of the outbreak, many companies have experienced disruptions in their operations and in markets served.

 

The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on business operations and financial results of the Company, including the timing and ability of the Company to collect accounts receivable and procure materials and supplies.

 

As an online-only re-seller of new and used sports equipment we do not have employees or a physical retail location where customers shop.  Those factors mitigate against the negative effects of COVID-19 on our operations.  To the extent that we hold any inventory in any sporting equipment we intend to resell, such equipment is thoroughly cleaned and sanitized upon our receipt thereof and will be thoroughly cleaned and sanitized again immediately prior to shipping such equipment to any buyer.  For any equipment sold through us, but not held as inventory by us, we request the originating source of such equipment to thoroughly clean and sanitize all equipment prior to shipping the equipment to a buyer, and we also caution all buyers (whether buying inventory directly from us, or equipment from third-parties through us) to thoroughly clean and sanitize all equipment upon receipt of the same.

 

Although being an online only reseller of sports equipment with no physical “brick and mortar” retail site mitigates against the effects of COVID-19 on our operations, government issued “stay at home” orders, and the previous, and any ongoing or future, closure, or limitations on use, of gyms, athletic clubs, golf courses and other recreational facilities has and will continue to negatively impact our operations and ability to generate revenues from operations.  The result of such orders and closures is that fewer people, both in the U.S. and around the World, are able (and/or willing) to engage in physical activities, and recreation, whether indoors or outdoors.  Fewer people engaging in physical activities, and recreation, likely will mean fewer people in the market to purchase new and/or used sporting equipment which will have a materially negative affect on our ability to generate revenues from operations. 

 

If we are unable to generate sufficient revenues from operations to grow our business, or even sustain operations, we will be forced to rely on raising capital through debt and/or equity financing.  There are no guarantees we will be able to raise additional capital through debt and/or equity.

 
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Results of Operations

 

The following summary of our results of operations should be read in conjunction with our financial statements for the three and six months ended February 28, 2021 and February 29, 2020, which are included herein.

 

Three months ended February 28, 2021, compared to three months ended February 29, 2020.

 

   Three Months Ended     
   

February 28,

   

February 29,

   

Increase

 
   

2021

   

2020

   

(Decrease)

 

Revenue

 $3,410  $481  $2,929 

Cost of goods sold

  1,906   315   1,591 

Gross profit

  1,504   166   1,338 

Operating expenses

  14,013   5,027   8,986 

Net loss

 $12,509  $4,861  $7,648 

 

The increase in net loss was primarily due to increased operating expenses.

 

Operating expenses during the three months ended February 28, 2021 and February 29, 2020 were primarily attributed to general and administration expenses of $45 and $705 and professional fees of $13,968 and $4,322, respectively. The increase in operating expenses during the three months ended February 28, 2021, is primarily due to increased accounting, legal and regulatory fees.

 

Six months ended February 28, 2021, compared to six months ended February 29, 2020.

 

   Six Months Ended     
   

February 28,

   

February 29,

   

Increase

 
   

2021

   

2020

   

(Decrease)

 

Revenue

 $14,753  $1,708  $13,045 

Cost of goods sold

  11,381   1,452   9,929 

Gross profit

  3,372   256   3,116 

Operating expenses

  21,751   24,417   (2,666)

Net loss

 $18,379  $24,161  $(5,782)

 

The decrease in net loss was primarily due to increased revenue and decrease in operating expenses.

 

Operating expenses during the six months ended February 28, 2021 and February 29, 2020 were primarily attributed to general and administration expenses of $158 and $1,260 and professional fees of $21,593 and $23,157, respectively.

 

Liquidity and Capital

 

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or debt financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or debt financing are insufficient, our Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to our Company. If adequate working capital is not available to our Company, it may be required to curtail or cease its operations.

 
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As of February 28, 2021 and August 31, 2020, we had the following balance sheet amounts:

 

   

February 28,

   

August 31,

   

Increase

 
   

2021

   

2020

   

(Decrease)

 

Cash

 $11,752  $22,690  $(10,938)

Total Assets

  15,637   24,959   (9,322)

Total Liabilities

  29,501   25,944   3,557 

Working Capital (Deficiency)

 $(13,864) $(985) $(12,879)

 

As of February 28, 2021, our current and total assets were $15,637, consisting of cash of $11,752 and inventory of $3,885.  As of August 31, 2020, our current and total assets were $24,959, consisting of cash of $22,690 and inventory of $2,269.

 

As of February 28, 2021, our total liabilities of $29,501 were all current liabilities, which consisted of accounts payable and accrued liabilities. As of August 31, 2020, liabilities consisted of $24,444 accounts payable and accrued liabilities and $1,500 common stock payable.

 

Working Capital

 

The following table presents our working capital (deficiency) position as at February 28, 2021 and August 31, 2020:

 

   

February 28,

   

August 31,

 
   

2021

   

2020

 

Current Assets

 $15,637  $24,959 

Current Liabilities

  29,501   25,944 

Working Capital (Deficiency)

 $(13,864) $(985)

 

As of February 28, 2021, we had a working capital deficiency of $13,864 compared to working capital deficiency of $985 as of August 31, 2020. As of February 28, 2021, we had current assets of $15,637 (August 31, 2020 - $24,959) and current liabilities of $29,501 (August 31, 2020 - $25,944). The decrease in working capital is primarily due to the decrease in cash to fund operating expenses and increase in accounts payable and accrued liabilities as of February 28, 2021.

 

Cash Flow

 

We fund our operations with cash generated from sales, capital contributions, debt, and issuances of shares of our Common Stock.

 

The following table presents our cash flow for the six months ended February 28, 2021 and February 29, 2020:

 

   Six Months Ended 
   

February 28,

   

February 29,

 
   

2021

   

2020

 

Cash used in operating activities

 $(14,938) $(18,055)

Cash provided by financing activities

  4,000    

Net Change in Cash for the period

 $(10,938) $(18,055)

 

Cash Flows from Operating Activities

 

For the six months ended February 28, 2021, net cash used in operating activities was $14,938 compared to $18,055 used during the six months ended February 29, 2020. For the six months ended February 28, 2021 we had a net loss of $18,379, which was reduced by a change in working capital of $3,441. For the six months ended February 29, 2020, we had a net loss of $24,161, which was reduced by a change in working capital of $6,106.

 
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Cash Flows from Financing Activities

 

For the six months ended February 28, 2021 and February 29, 2020, we received $4,000 and $0, respectively, from the issuance of Common Stock.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

Critical Accounting Policies

 

We prepare our financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) of the United States, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.

 

While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

 

Revenue recognition

 

Revenue is earned from the re-selling of new and used sports equipment. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations pursuant to each of its equipment sales transactions:

 

 

·

identify the contract with a customer;

 

·

identify the performance obligations in the contract;

 

·

determine the transaction price;

 

·

allocate the transaction price to performance obligations in the contract; and

 

·

recognize revenue as the performance obligation is satisfied.

 

The Company operates as an on-line only retailer and utilizes eBay as its prime marketing channel. The Company currently relies on eBay, a third-party marketplace, to facilitate its sales. Such reliance on any third-party platform to generate revenues carries with it certain risks, including but not necessarily limited to: the Company could violate the terms of service and lose its selling privileges, or the sites themselves could experience technical issues and/or fail. The Company always strives to abide by the policies of any third-party platform and endeavors to provide superior customer service.

 

Typical sales transactions are usually fulfilled within twenty-four (24) hours of completing the transaction online. Contracts stating the transaction price and our performance obligation to deliver the ordered products are deemed to be entered into on eBay at the time the customer submits payment, which is conducted through the PayPal payment platform. Due to the instantaneous nature of a customer submitting an order online at a stated price and the same (or next)-day shipment of product, the Company does not anticipate that variable consideration or contract assets or liabilities will arise in the normal course of business.

 

Revenues are recognized based on the sales contract price, net of sales taxes, when control of the promised goods are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods. Our contracted prices primarily include cost of inventory, shipping and handling, eBay commission fee and our margin, which varies depending on each item. We may provide incentives to our customers from time-to-time, including discounts, coupons and rewards, which are treated as a reduction in revenue. The Company does not accept returns and clearly indicates this in our listings. However, if a customer receives an item that is not as described in the eBay listing, we must follow the eBay money-back guarantee policy which obligates us to issue a full refund within three (3) business days. We do not provide an estimate for returns as we do not anticipate any returns in the normal course of business.

 
7
 

Table of Contents

 

Consignment Sales

 

The Company, as a consignee, provides a service to sell tennis racquets through its online marketplace with eBay. The Company retains a percentage of the proceeds received as payment for its consignment items, which the Company refers to as its ''take rate.'' The Company recognizes consignment revenue upon shipment of the consigned good to a customer as its performance obligation of providing consignment services to the consignor is satisfied at that point. The Company reports consignment revenue on a net basis as an agent and not the gross amount collected from a customer. Title to the consigned goods remain with the consignor until transferred to a customer subsequent to purchase of the consigned goods. In any event of damage or loss of consignment items, the Company will recognize an expense and will pay all related disbursements. The Company does not take title of consigned goods at any time.

 

Other Sales

 

The Company purchases used golf carts as their own inventory for resale. The Company reports revenue on a gross basis from amounts collected from the customer upon transferring the product to the buyer.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company,” we are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of February 28, 2021. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the period ended February 28, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

The specific material weakness identified by our management was ineffective controls over certain aspects of the financial reporting process because of a lack of a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and inadequate segregation of duties. A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

 
8
 

Table of Contents

 

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

 

Changes in Internal Controls

 

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended February 28, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

 

Item 1A. Risk Factors

 

As a “smaller reporting company,” we are not required to provide the information required by this Item.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

None.

 
9
 

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Item 6. Exhibits

 

Exhibit

  

 

INCORPORATED

BY REFERENCE

 

 

Number

 

Exhibit Description

 

Form

 

Exhibit

 

Filing Date

        

 

3.1

 

Articles of Incorporation, incorporated by reference to our Registration Statement on Form S-1/A filed on September 30, 2019

 

S-1/A

 

3.1

 

September 30, 2019

3.2

 

Bylaws, incorporated by reference to our Registration Statement on Form S-1/A filed on September 30, 2019

 

S-1/A

 

3.2

 

September 30, 2019

3.3

 

Amended and Restated Certificate of Incorporation

 

POS AM

 

3.3

 

December 11, 2019

3.4

 

Amended and Restated Bylaws

 

POS AM

 

3.4

 

December 11, 2019

31.1*

 

Certification of the Principal Executive Officer and Principal Financial Officer required by 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 Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

     

 

101.INS*

 

XBRL Instance Document

 

     

101.SCH*

 

XBRL Taxonomy Extension Schema Document

     

 

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase Document

     

 

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase Document

     

 

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase Document

     

 

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase Document

      

______________ 

*

Filed herewith

**

Furnished herewith

 
10
 

Table of Contents

 
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.

 

 

PACIFIC SPORTS EXCHANGE INC.

 

 

(Registrant)

 

 

 

 

Dated: April 12, 2021

/s/ Timothy Conte

 

 

Timothy Conte

 

 

Chief Executive Officer, President, Chief Financial Officer and Director

 

 

(Principal Executive Officer and Principal Financial Officer)

 

 

 
11

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
8/31/2110-K,  NT 10-K
Filed as of:4/13/21
Filed on:4/12/21
For Period end:2/28/21
12/14/2010-K
11/30/2010-Q,  NT 10-K
9/6/20
8/31/2010-K,  NT 10-K
6/19/20
2/29/2010-Q
12/11/19POS AM
11/30/1910-Q,  NT 10-Q
9/30/19EFFECT,  S-1/A
8/31/1910-K
1/15/19
7/2/18
 List all Filings 


2 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/11/19  Pacific Sports Exchange Inc.      POS AM                 4:708K                                   Pubco Reporting … Inc/FA
 9/30/19  Pacific Sports Exchange Inc.      S-1/A                  3:543K                                   Pubco Reporting … Inc/FA
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