Hoops Scouting USA Acquires Grit App, Eyes Revenue Growth Amid Development Stage

TL;DR

**HSCT is a pre-revenue shell company making a speculative bet on a basketball training app, but its lack of revenue and market value makes it a high-risk play.**

AI Summary

HOOPS SCOUTING USA (HSCT) filed a 10-K/A for the fiscal year ended June 30, 2023, revealing it is a development-stage company with no realized revenue from operations. The company's primary business is a basketball scouting website for high school players, www.hoopsscoutingusa.com, and it is developing a complementary mobile app. A significant strategic move occurred on February 17, 2023, with the acquisition of Grit Performance Athletics Inc.'s mobile application and related assets, valued at $100,000. This acquisition was paid for by issuing 37,500,000 restricted shares of common stock to Grit Performance. The Grit App, an on-demand digital training platform, currently boasts 3,500 customers and was founded in 2020 by professional basketball coach Doug Plumb. HSCT plans multiple revenue streams including player memberships, coaching memberships, and sponsorships, with sponsorship expected to be the main source. The company also intends to sell basketball merchandise online. HSCT has no employees, with its sole officer and director, Jamie Oei, managing all operations from Canada, and its aggregate market value of non-affiliate common equity is $0.00.

Why It Matters

This 10-K/A reveals Hoops Scouting USA's pivot from a pure scouting platform to a dual offering, integrating the Grit App's training capabilities. For investors, this signifies a strategic attempt to diversify revenue streams beyond scouting memberships and sponsorships, potentially tapping into the lucrative sports training market. The acquisition of Grit Performance Athletics Inc. for $100,000 in restricted shares indicates a non-cash transaction, preserving capital but diluting existing shareholders. The competitive landscape includes established players like Pure Sweat Training by Drew Hanlen, suggesting HSCT faces an uphill battle against better-resourced competitors, making its marketing and negotiation skills critical for customer acquisition and market penetration.

Risk Assessment

Risk Level: high — The company is in the development stage and has not realized any revenue from operations, indicating significant financial instability. Its aggregate market value of voting and non-voting common equity held by non-affiliates is $0.00, suggesting no public trading market and extreme illiquidity. Furthermore, HSCT has no employees, relying solely on its officer and director, Jamie Oei, which presents a single point of failure and limited operational capacity.

Analyst Insight

Investors should approach HSCT with extreme caution, recognizing its pre-revenue status and lack of public market. This is a highly speculative investment, suitable only for those with a high-risk tolerance who believe in the long-term potential of its combined scouting and training platform. Monitor for concrete revenue generation and a developed trading market before considering any position.

Financial Highlights

debt To Equity

N/A

revenue

$0.00

operating Margin

N/A

total Assets

$0.00

total Debt

$0.00

net Income

$-123,699

eps

$0.00

gross Margin

N/A

cash Position

$0.00

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $0.00 — Aggregate market value of common equity held by non-affiliates (Indicates no public trading market for HSCT's stock.)
• 101,250,000 — Post-Split shares of Common Stock issued and outstanding (Reflects a 3-for-75 forward stock split effective June 9, 2023.)
• $100,000 — Value of Assets acquired from Grit Performance Athletics Inc. (Paid for by issuing 37,500,000 restricted shares of common stock.)
• 37,500,000 — Restricted shares issued to Grit Performance (Payment for the Grit Mobile Application and related assets.)
• 3,500 — Current customers of the Grit App (Acquired users for the digital training platform.)
• $50 — Initial funding received (From the sale of common stock to Jamie Oei at $0.0001 per share.)
• $32,000 — Share subscriptions received in fiscal year 2021 (From a private placement of common shares at $0.10 per share.)
• $3,000 — Share subscriptions received in fiscal year 2022 (From a private placement of common shares at $0.10 per share.)
• $15,000 — Estimated cost for quarterly financial statement review (Independent auditor charges.)
• $12,000 — Estimated cost for annual financial statement audit (Independent auditor charges.)

Key Players & Entities

• HOOPS SCOUTING USA (company) — Registrant
• Jamie Oei (person) — President, CEO, CFO, Secretary, Treasurer, and sole director
• Grit Performance Athletics Inc. (company) — Acquired entity
• Doug Plumb (person) — Founder of Grit App, professional basketball coach and trainer
• Kevin Durant (person) — NBA All-Star trained by Doug Plumb
• Carmelo Anthony (person) — NBA All-Star trained by Doug Plumb
• Donovan Mitchell (person) — NBA All-Star trained by Doug Plumb
• Pure Sweat Training by Drew Hanlen (company) — Competitor in the industry
• SEC (regulator) — Securities and Exchange Commission
• Wyoming (regulator) — State of incorporation

FAQ

Risk Factors

• Lack of Revenue and Operating History [high — financial]: The company is in the development stage and has not generated any revenue from operations as of June 30, 2023. There is no historical financial information to evaluate performance, and success is not guaranteed, posing a significant risk to investors.
• Need for Additional Capital [high — financial]: HSCT has limited capital resources and no assurance of future financing on acceptable terms. Failure to secure necessary funding could prevent the company from continuing, developing, or expanding its operations.
• Dependence on Single Officer/Director [medium — operational]: All operations are managed by Jamie Oei, the sole officer and director, who resides in Canada. This concentration of responsibility creates operational risk and potential continuity issues.
• Development Stage Company Status [medium — regulatory]: As a development-stage company, HSCT is subject to the inherent risks of establishing a new business, including potential cost overruns and market acceptance challenges.
• Competition in Scouting and Training [medium — market]: The basketball scouting and digital training market is likely competitive. HSCT's success will depend on its ability to differentiate its platform and attract users and sponsors against existing solutions.
• Dilution from Equity Financing [medium — financial]: Future equity financing, if required, could result in significant dilution to existing shareholders, impacting the value of their holdings.
• Restricted Stock Issuance [low — legal]: The issuance of 37,500,000 restricted shares to Grit Performance for asset acquisition means these shares are not freely tradable, impacting liquidity and potential market price discovery.

Industry Context

The basketball scouting and digital training industry is evolving, with a growing demand for platforms that connect high school athletes with college recruiters and provide performance enhancement tools. Key trends include the increasing use of video analysis, data analytics, and mobile applications to streamline the recruitment process and athlete development. Competition exists from established scouting services, athletic training apps, and social media platforms used for player promotion.

Regulatory Implications

As a development-stage company with no revenue, HSCT faces scrutiny regarding its business model viability and financial disclosures. The issuance of restricted stock and the lack of public trading activity may also attract attention from regulatory bodies concerning market manipulation or investor protection, especially if the company seeks future public offerings.

What Investors Should Do

1. Monitor future revenue generation and user acquisition for the Grit App and Hoops Scouting USA website.
2. Evaluate the company's ability to secure additional funding on favorable terms.
3. Assess the strategic value and integration of the Grit Performance acquisition.
4. Observe any changes in the company's operational structure or management.

Key Dates

• 2016-10-31: Company Incorporation — Marks the official start of Hoops Scouting USA as a legal entity.
• 2023-02-17: Acquisition of Grit Performance Athletics Inc. Assets — Strategic move to acquire a mobile app with 3,500 customers, valued at $100,000, paid for with restricted stock.
• 2023-06-09: 3-for-75 Forward Stock Split — Adjusted the number of outstanding shares to 101,250,000, impacting per-share calculations and potentially share price perception.
• 2023-06-30: Fiscal Year End — Reporting period for the 10-K/A, showing $0.00 revenue and $123,699 in operating expenditures.

Glossary

Development Stage Company

A company that is in the early stages of its business plan and has not yet generated significant revenue or profits. (HSCT is explicitly identified as a development-stage company, highlighting its lack of operational history and revenue.)

10-K/A

An amended annual report filed with the SEC to correct or supplement information previously filed in a Form 10-K. (This filing provides updated or corrected financial and operational information for HSCT for the fiscal year ended June 30, 2023.)

Restricted Shares

Shares of stock that cannot be freely traded in the public market due to restrictions, often issued in private placements or acquisitions. (37,500,000 shares issued to Grit Performance were restricted, impacting their immediate marketability.)

Forward Stock Split

A corporate action where a company increases the number of its outstanding shares by dividing each share into multiple shares. (HSCT executed a 3-for-75 forward stock split, significantly increasing the share count to 101,250,000.)

Aggregate Market Value of Common Equity Held by Non-Affiliates

The total market value of shares held by investors who are not company insiders or major shareholders. (This value is $0.00 for HSCT, indicating no active public trading market for its stock.)

Asset Purchase Agreement

A contract detailing the sale and purchase of specific assets from one company to another. (This agreement was used for HSCT's acquisition of the Grit Mobile Application and related assets.)

Operating Expenditures

Costs incurred by a company in its normal course of business operations. (HSCT reported $123,699 in operating expenditures for the year ended June 30, 2023, primarily impairment expense.)

Year-Over-Year Comparison

This 10-K/A filing for the fiscal year ended June 30, 2023, marks a significant shift from previous periods by detailing the acquisition of Grit Performance Athletics Inc.'s mobile application and related assets for $100,000, paid in restricted stock. While the company remains in a development stage with $0.00 revenue, the acquisition introduces a platform with 3,500 customers. Operating expenditures increased to $123,699, primarily due to impairment expense, compared to no reported revenue or significant expenditures in prior periods as a nascent entity.

Key Financial Figures

• $0.0001 — each class Common stock, par value of $0.0001 Indicate by check mark if the registr
• $50 — gs. We received our initial funding of $50 through the sale of common stock from o
• $32,000 — ded June 30, 2021, the Company received $32,000 of share subscriptions relating to a pr
• $0.10 — a private placement of common shares at $0.10 per share. During the year ended June 3
• $3,000 — ded June 30, 2022, the Company received $3,000 of share subscriptions relating to a pr
• $35,000 — lating to private placement proceeds of $35,000 that was received as of September 30, 2
• $100,000 — the "Assets"). The Assets are valued at $100,000 and were paid for by the issuance of (5
• $15,000 — is expected to charge us approximately $15,000 to review our quarterly financial state
• $12,000 — financial statements and approximately $12,000 to audit our annual financial statement
• $27,000 — g, we anticipate spending approximately $27,000 to pay for our accounting and audit req
• $123,699 — e year ended June 30, 2023, we incurred $123,699 of operating expenditures comprised of
• $52,443 — nsfer agent and filing fees compared to $52,443 for the year ended June 30, 2022. The i
• $240,841 — nt expenses. Our accumulated deficit is $240,841 and we have not earned any revenues sin
• $0.20 — Company issued 500,000 common shares at $0.20 to settle a promissory note of $100,000
• $49,381 — had a cash balance and total assets of $49,381 compared to cash and total assets of $3

Filing Documents

• hsct_10ka.htm (10-K/A) — 447KB
• hsct_ex311.htm (EX-31.1) — 9KB
• hsct_ex321.htm (EX-32.1) — 6KB
• 0001477932-25-006370.txt ( ) — 1945KB
• hsct-20230630.xsd (EX-101.SCH) — 22KB
• hsct-20230630_lab.xml (EX-101.LAB) — 130KB
• hsct-20230630_cal.xml (EX-101.CAL) — 23KB
• hsct-20230630_pre.xml (EX-101.PRE) — 101KB
• hsct-20230630_def.xml (EX-101.DEF) — 32KB
• hsct_10ka_htm.xml (XML) — 132KB

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS Some discussions in this Annual Report on Form 10-K contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties and relate to future events or future financial performance. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this Form 10-K. Forward-looking statements are often identified by words such as "believe," "expect," "estimate," "anticipate," "intend," "project," "plans," "seek" and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as "may," "will," "should," "plans," "predicts," "potential" or "continue" or the negative of these terms or other comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" below 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. In addition, you are directed to factors discussed in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section as well as those discussed elsewhere in this Form 10-K. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity 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. However, rea

BUSINESS

ITEM 1. BUSINESS. Corporate History Hoops Scouting USA was incorporated on October 31, 2016 under the laws of the State of Wyoming. We offer a basketball website for high school basketball players with aspirations of playing post-secondary basketball. Our website www.hoopsscoutingusa.com (the "Website") will be the main hub and we are developing an app that will work in unison with the Website. We are in the development stage and have not realized any revenue from our operations. Jamie Oei has served as our President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer since our inception. Our board of directors is comprised of one person: Jamie Oei. Our officer and director, Jamie Oei, currently lives in Canada, and our current assets are located in the United States. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. We received our initial funding of $50 through the sale of common stock from our officer and director, who purchased (500,000 before split) 37,500,000 shares of common stock at $0.0001 per share. During the year ended June 30, 2021, the Company received $32,000 of share subscriptions relating to a private placement of common shares at $0.10 per share. During the year ended June 30, 2022, the Company received $3,000 of share subscriptions relating to a private placement of common shares at $0.10 per share. On October 15, 2021, the Company issued (350,000 before split) 26,250,000 common shares at $0.10 per share relating to private placement proceeds of $35,000 that was received as of September 30, 2021. In furtherance of our business plan, on February 17, 2023, we entered into an Asset Purchase Agreement with Grit Performance Athletics Inc. ("Grit Performance") to acquire all right, title and interest of Grit Performance and its Affiliates in the Grit Mobile Application and related products, including website, Instagram account, etc. (the "Asse

RISK FACTORS

ITEM 1A. RISK FACTORS. We are a smaller reporting Company and not required to include this disclosure in our Form 10-K annual report.

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS None.

PROPERTIES

ITEM 2. PROPERTIES. Our executive offices are located at 63 Rocio Court, Palm Desert, CA 92260. Our telephone number is (760) 636-4353. We currently use space in our sole officer and director's home and we believe this space is sufficient to meet our needs for the foreseeable future. We do not currently own any real estate.

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS. We are not a party to any legal proceeding as of the date of this Report.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 8 PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. As of the date of this Report, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market.

SELECTED FINANCIAL DATA

ITEM 6. SELECTED FINANCIAL DATA. As a smaller reporting Company, we are not required to provide this information.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this Report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements. Accounting and audit plan Our independent auditor is expected to charge us approximately $15,000 to review our quarterly financial statements and approximately $12,000 to audit our annual financial statements. In the next twelve months after completion of this offering, we anticipate spending approximately $27,000 to pay for our accounting and audit requirements. Limited operating history There is no historical financial information about us upon which to base an evaluation of our performance. We are in startup stage operations and have not generated any revenues. We cannot guarantee we will be successful in our

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