UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

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

 

For the fiscal year ended December 31, 2017

 

or

 

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

 

For the transition period from ___________ to ___________

 

Commission file number:  333-207488

 

HOMETOWN INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter) 

 

Nevada   46-5705488

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

25 E. Grant Street, Woodstown, NJ   08098
(Address of principal executive offices)   (Zip Code)

 

(856) 759-9034

Registrant’s telephone number, including area code 

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class:   Name of each exchange on which registered:
None   None

 

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

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐   No ☒

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐   No ☒

 

 

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

 

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

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
(Do not check if a smaller reporting company) Emerging growth company

 

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 ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 

☐ Yes  No ☒

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter is not ascertainable as there is no market for the common equity of the registrant.

 

As of March 28, 2018, the number of shares of common stock of the registrant outstanding is 5,235,340, par value $0.0001 per share.

 

 

 

TABLE OF CONTENTS

 

Item Number and Caption   Page 
       
PART I      
       
Item 1. Business   3
Item 1A. Risk Factors   6
Item 1B. Unresolved Staff Comments   6
Item 2. Properties   6
Item 3. Legal Proceedings   6
Item 4. Mine Safety Disclosures   6
       
PART II    
       
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   6
Item 6. Selected Financial Data   7
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations   7
Item 7A. Quantitative and Qualitative Disclosures About Market Risk   12
Item 8. Financial Statements and Supplementary Data   12
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure   13
Item 9A. Controls and Procedures   13
Item 9B. Other Information   13
       
PART III    
       
Item 10. Directors, Executive Officers and Corporate Governance   14
Item 11. Executive Compensation   15
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   15
Item 13. Certain Relationships and Related Transactions, and Director Independence   15
Item 14. Principal Accountant Fees and Services   16
       
PART IV    
       
Item 15. Exhibits, Financial Statement Schedules   18
       
SIGNATURES   19

 

2  

 

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains “forward-looking statements”. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

 

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

 

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K.

 

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 

PART I

 

ITEM 1. BUSINESS.

 

Overview

 

Hometown International, Inc. (the “Company”) was incorporated on May 19, 2014 under the laws of the State of Nevada. The Company is the originator of a new Delicatessen concept. Through our wholly-owned subsidiary, Your Hometown Deli Limited Liability Company (“Your Hometown Deli”), we operate a delicatessen store that features “home-style” sandwiches and other entrees in a casual and friendly atmosphere. The store is designed to offer local patrons of all ages with a comfortable community gathering places. Targeted towards smaller towns and communities, the Company’s first unit was built in Paulsboro, New Jersey.

 

On January 18, 2014, Your Hometown Deli was formed under the laws of State of New Jersey. On May 29, 2014, Your Hometown Deli entered into a Membership Interest Purchase Agreement with the Company and is now a wholly-owned subsidiary of our Company. We introduced the delicatessen concept under the Your Hometown Deli brand name. Based on the Paulsboro unit’s performance, we may consider expanding the concept to other communities throughout the United States.

 

3  

 

The Company is the originator of a new “Delicatessen” concept called “Your Hometown Deli.” Your Hometown Delis features “home-style” sandwiches, food items, and groceries in a casual and friendly atmosphere. Your Hometown Delis are designed to be comfortable community gathering places for customers of all ages. The Company seeks to create an establishment that will appeal to local residents and commuting workers, conveniently offering high-quality products at fair prices. Targeted towards smaller towns and communities, the Company’s first location was opened in Paulsboro, New Jersey on October 14, 2015.

 

The Your Hometown Deli Concept

 

Your Hometown Deli is a delicatessen concept that will focus on providing high-quality food products not available in local supermarkets or take-out restaurants. The delicatessen concept has a worldwide history with the term first appearing in the English language in 1889. The word “delicatessen” originates in the German language and means “delicacies” or “fine foods.” Delicatessens vary throughout the world, but in the United States a delicatessen (or “deli”) is a small retail store that is a blend of a grocery and a fast-food restaurant.

 

The Company’s Your Hometown Deli concept is patterned after traditional delicatessens, offering a wider and fresher menu than found at fast-food restaurants. Sandwiches and green salads are made fresh to order. Like many delis, Your Hometown Deli serves some hot foods kept on a steam table, similar to a cafeteria. In addition to ready-to-eat food, the Your Hometown Deli sells cold cuts by weight. A wide variety of beverages are also sold together with potato chips and similar products.

 

In addition to our food offering, newspapers, limited household items and small snack items, such as candy, cookies and chewing gums are planned to be available for purchase. Your Hometown Deli also provides take-out service and limited seating in the store.

 

We have begun generating revenue from the sales of our food and beverage since our soft opening in mid-October, 2015. Besides the equipment, fixtures, and inventories we purchased for our deli store, we have limited assets. We had minimal working capital as of the date of this annual report and used cash in operating activities for the year then ended. These factors raise substantial doubt from our auditor about our ability to continue as a going concern.

 

We have limited advertising using social media and direct mailing to residents in towns around our store, however, we recently placed an advertisement in a local high school sports calendar and have attended various local events with food samples and menus.  We have attended events like the Lighthouse Challenge held at Tinicum Rear Range Lighthouse and various political fundraisers throughout Gloucester County. We expect our losses to continue during 2018 as we continue to revise our menu and marketing plan to the local taste.

 

Products

 

Your Hometown Deli provides sandwiches, soups, salads, deli meats/cheeses, hot/cold drinks, fresh breads/rolls and small retail items for cooking, baking, and home use. Salads include made-to-order green salads, prepared pasta, potato, chicken, or other variety of “wet” salads. Breakfast products include baked goods (breakfast pastries, bagels, toast), yogurt, and hot breakfast sandwiches. Fresh coffee, tea and other hot and cold beverages are also available for purchase.

 

Strategy

 

The Company’s business strategy is to create a food-centered social environment within the local community that offers higher-quality prepared food and ingredients than is typically found locally. The Company’s management believes that broader market trends and certain locality-specific attributes support this strategy. The average American eats out 4-5 times a week and according to the United States Department of Labor. Management of the Company believes the increased popularity of eating out in the United States is a social trend that is likely to continue in the future. In addition, if capital is available, management will select additional Your Hometown Deli locations that appear to support this strategy.

 

4  

 

Location

 

The Company’s first location is in Paulsboro, a borough in Gloucester County, New Jersey that was founded in 1904. Paulsboro is located directly across the Delaware River from the city of Philadelphia and the Philadelphia airport. Your Hometown Deli is located on a property in the commercial area of downtown Paulsboro that has two buildings. The front building is the location of the new Your Hometown Deli as well as the local Conrail offices. The rear building is used throughout the week as a practice facility by the local wrestling club and other sports groups. Paulsboro has a national reputation for its wrestling activities and one of the Company’s founders is a leader in the sport of wrestling.

 

The borough of Paulsboro is undergoing a redevelopment phase from a petroleum products specialty port into an adaptable “OmniPort” able to handle a diversity of bulk, break bulk cargo and shipping containers. Studies completed in 2012 concluded that the port is well suited to become a center for the manufacturing, assembly, and transport of wind turbines and platforms for the development of Atlantic Wind Connection. The port is located approximately one mile from the site of the Your Hometown Deli. The Company’s management believes that hundreds of employees around the area will eventually pass the Your Hometown Deli, the only food establishment on the main commuter route to the Port.

 

The Market

 

The local Paulsboro market is small, but conducive to hosting a Your Hometown Deli. According to the 2010 United States Census, there were 6,097 people and 2,286 households residing in the borough. The median household income was $43,846. The broader Philadelphia Metropolitan Statistical Area is the sixth-largest metropolitan area in the United States with a population to 6.53 million people.

 

The Company anticipates drawing customers from people living in Paulsboro and the adjacent communities of Greenwich, Clarksboro, and West Deptford, New Jersey. Commuting workers are also anticipated to be customers.

 

Local students and coaches who frequently use the sports practice facility on the property are another group of potential customers. The practice facility is also home to the “The Monster Factory,” a professional wrestling training and wrestling match promotions organization. In business more than 30 years, the Monster Factory has become “the world’s most famous wrestling school” and has been featured in the  Rolling Stone NewsWeek , and  Wall Street Journal . The Company believes that the attendees of Monster Factory wrestling events are potential customers for Your Hometown Deli.

 

Local competing delicatessen concept stores include Wally’s Grocery & Deli. Other dining and grocery options in the area include locally owned pizzerias, seafood, and fine dining restaurants. Fast food options in the vicinity include McDonalds, Burger King, and Wendy’s. Grocery stores include Wawa, Dollar General, Heritage’s Dairy Stores and Fair Deal Food Market.

 

Employees

 

The Company presently has four full-time employees apart from its officers and directors, Paul F. Morina, President and Christine T. Lindenmuth, Vice President. Both are currently working for the Company without any compensation. From time to time, the Company may hire more employees based on its business needs and these decisions will be made by the officers if and when appropriate.

 

Sales and Marketing

 

The Company relies heavily on word of mouth for its marketing. The Company’s founders have close ties to the community in which the first store is located in and Company believes that these relationships will help the Company’s sales and marketing efforts. A portion of the Company’s marketing budget is allocated to be spent on signage and other forms of local advertising. Social media is also used to describe the quality, atmosphere, products, specials, customer opinions and general information about the Your Hometown Deli’s operation. All sales and marketing messages will attempt to describe the unique character of the Your Hometown Deli and its family-oriented style and old-world feel. 

 

5  

 

Seasonality

 

We do not have a seasonal business cycle. However, we may offer seasonal food items or adjust our menu items depending on the seasons.

 

Environmental Matters

 

Our business currently does not implicate any environmental regulation.

 

Intellectual Property

 

We do not hold any patents, trademarks or other registered intellectual property on products relating to our business except that we have a Facebook page. However, from time to time, we may apply for patents, trademarks or other registered intellectual property essential to the protection of our brand and success of our business.

 

ITEM 1A.    RISK FACTORS

 

Smaller reporting companies are not required to provide the information required by this item.

 

ITEM 1B.    UNRESOLVED STAFF COMMENTS

 

Smaller reporting companies are not required to provide the information required by this item.

 

ITEM 2.       PROPERTIES.

 

The Company’s principal executive office and mailing address is 25 E. Grant Street, Woodstown, NJ 08098. Our telephone number is (856) 759-9034.

 

On July 1, 2014, the Company entered into a five-year non-cancelable operating lease with Mantua Creek Group, LLC (“Mantua”), a related party, for the store space at 541A Mantua Ave, Paulsboro, NJ 08066 for a monthly rate of $500.

 

ITEM 3.         LEGAL PROCEEDINGS

 

Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, as of the date of this annual report, we are currently not involved with any such legal proceedings or claims.

 

ITEM 4.       MINE SAFETY DISCLOSURES.

 

Not Applicable.

 

PART II

 

ITEM 5.       MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Market Information

 

Although our Common Stock is not listed on a public exchange, we filed to obtain a quotation on the OTCQB. In order to be quoted on the OTCQB, a market maker must file an application on our behalf in order to make a market for our Common Stock. As of the date of this annual, we have engaged with a market maker to file an application with FINRA to have our Common Stock quoted on the OTCQB. However, there can be no assurance that the application for quotation will be approved by FINRA, or, if quoted, that a public market will materialize.

 

6  

 

Holders

 

As of December 31, 2017, we had approximately 35 holders of common stock.

 

Dividends

 

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our Board and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

 

Recent Sales of Unregistered Securities

 

None.

 

ITEM 6.       SELECTED FINANCIAL DATA.

 

Smaller reporting companies are not required to provide the information required by this item.

 

ITEM 7.       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION .

 

You should read the following discussion together with our financial statements and the related notes included elsewhere in this annual report on Form 10-K. This discussion contains forward-looking statements that are based on our current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements.

 

Overview

 

Incorporated on May 19, 2014 under the laws of the State of Nevada, Hometown International, Inc. is the originator of a new Delicatessen concept. Through our wholly-owned subsidiary, Your Hometown Deli Limited Liability Company (“Your Hometown Deli”), we operate a delicatessen store that features “home-style” sandwiches and other entrees in a casual and friendly atmosphere. The stores are designed to offer local patrons of all ages with a comfortable community gathering places. Targeted towards smaller towns and communities, the Company’s first unit is located in Paulsboro, New Jersey.

 

On January 18, 2014, Your Hometown Deli, LLC. was formed under the laws of State of New Jersey. On May 29, 2014, Your Hometown Deli, LLC, entered into a Membership Interest Purchase Agreement with our Company and is now a wholly-owned subsidiary of our Company. We introduced the delicatessen concept under the Your Hometown Deli brand name. Based on the Paulsboro unit’s performance, we may consider expanding the concept to other communities throughout the United States.

 

In October 2015, we closed a Regulation D Rule 506 offering in which we offered up to 300,000 units (the “Units”), consisting of one (1) share of Common Stock and two (2) warrants each to purchase one (1) share of Common Stock at an exercise price of $2.50 per share. The Units were offered at a price of $0.75 per Unit and there was no minimum subscription requirement for the investors. Upon completion of the offering, we sold 242,340 Units. The warrants have expired as of December 31, 2017.

 

We began generating revenue from the sales of our food and beverage since our soft opening in mid-October, 2015. Besides the equipment, fixtures, and inventories we purchased for our deli store, we have limited assets. We had minimal working capital as of the date of this annual report and used cash in operating activities for the reporting period then ended. These factors raise substantial doubt from our auditor about our ability to continue as a going concern.

 

7  

 

During the year ended December 31, 2017, we continued to refine our menu and operating hours. We have limited advertising using social media and direct mailing to residents in towns around our store, however, we recently placed an advertisement in a local high school sports calendar and have attended various local events with food samples and menus.  We have attended events like the Lighthouse Challenge held at Tinicum Rear Range Lighthouse and various political fundraisers throughout Gloucester County. We expect our losses to continue as we continue to revise our menu and marketing plan to the local taste.

 

As reflected in the financial statements, the Company used cash in operations of $47,660 and has a net loss of $104,595 and an accumulated deficit of $548,736 for the fiscal year ended December 31, 2017. These factors raise substantial doubt from our auditor about our ability to continue as a going concern as of December 31, 2017. We have begun generating revenue since our soft opening in mid-October, 2015. However, while we believe in the viability of our strategy to generate sufficient revenues and in our ability to raise additional funds, there can be no assurances to that effect and our cash position may not be sufficient to support our daily operations. Our continued existence is dependent upon our ability to continue to execute our operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available or will be available on terms acceptable to our company.

 

Critical Accounting Policies and Estimates

 

Use of Estimates in Financial Statements

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Significant estimates include valuation of in kind contribution of service and valuation of deferred tax assets. Actual results could differ from those estimates.

 

Fair value measurements and Fair value of Financial Instruments

 

The Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including cash, accounts payable, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities. We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

 

  Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

  Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

  Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

 

8  

 

Revenue Recognition

 

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The Company generates revenue operating a delicatessen deli. Revenue from the operations of Company-owned delicatessen delis are recognized when sales occur.

 

Recent Accounting Pronouncements

 

In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of adopting ASU No. 2016-02 on our consolidated financial statements.

 

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which provides further guidance on identifying performance obligations and improves the operability and understandability of licensing implementation guidance. The effective date for ASU 2016-10 is the same as the effective date of ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years.  In May 2016, the FASB issued ASU 2016-12 “Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients,” which amends the guidance on transition, collectability, non-cash consideration, and the presentation of sales and other similar taxes. ASU 2016-12 clarifies that, for a contract to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP. In addition, ASU 2016-12 clarifies how an entity should evaluate the collectability threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard’s contract criteria. The standard allows for both retrospective and modified retrospective methods of adoption. The Company is currently evaluating the impact of ASU 2016-10 on its consolidated financial statements.

 

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which aims to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. ASU 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017 (fiscal year 2019 for the Company). The Company is currently evaluating the potential effects of the adoption of ASU 2016-15 on its Consolidated Financial Statements.

 

9  

 

In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers Other than Inventory (ASU 2016-16), which requires companies to recognize the income-tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than when the asset has been sold to an outside party. We will adopt the new standard effective January 1, 2018, using the modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the effective date. A cumulative-effect adjustment will capture the write-off of income tax consequences deferred from past intra-entity transfers involving assets other than inventory, new deferred tax assets, and other liabilities for amounts not currently recognized under U.S. GAAP. Based on transactions up to December 31, 2017, we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

 

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We will adopt the new standard effective January 1, 2018, using the retrospective transition approach for all periods presented. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

 

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. We will adopt the new standard effective January 1, 2018, on a prospective basis and do not expect the standard to have a material impact on our consolidated financial statements.

 

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), which eliminates step two from the goodwill impairment test. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit. This guidance will be effective for us in the first quarter of 2020 on a prospective basis, and early adoption is permitted. We do not expect the standard to have a material impact on our consolidated financial statements.

 

All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.

 

Results of Operations

 

For the years ended December 31, 2017 and December 31, 2016

 

Comparison for the Fiscal Year Ended December 31, 2017 and 2016

 

We generated $50,432 and $76,213 in revenue for the fiscal year ended December 31, 2017 and 2016, respectively. We incurred operating expenses of $139,239 and $256,830 for the fiscal year ended December 31, 2017 and 2016, respectively. Our operating expenses for the fiscal year ended December 31, 2017 consisted of food, beverage and supplies of $35,908, labor costs of $3,453, professional fees of $32,484 and general and administrative fees of $50,200, compared to food, beverage and supplies of $50,353, labor costs of $14,127, consulting fees of $80,000, professional fees of $39,055 and general and administrative expenses of $55,474 for the fiscal year ended December 31, 2016. We had a net loss of $104,595 for the fiscal year ended December 31, 2017 compared to net loss of $189,796 for the fiscal year ended December 31, 2016.

 

Liquidity and Capital Resources

 

For the years ended December 31, 2017 and December 31, 2016

 

As of December 31, 2017, we had total assets of $27,981 and $297,897 in liabilities, respectively. Thus, we had a total stockholders’ deficit of $269,916 as of December 31, 2017.

 

10  

 

 As of December 31, 2017, we had a cash balance of $5,341. Operating activities used $47,660 in cash for the fiscal year ended December 31, 2017. Financing activities provided $49,156 in cash for the fiscal year ended December 31, 2017

 

As of December 31, 2016, we had total assets of $32,862 and $229,038 in liabilities, respectively. Thus, we had a total stockholders’ deficit of $196,176 as of December 31, 2016.

 

As of December 31, 2016, we had a cash balance of $3,845. Operating activities used $78,539 in cash for the fiscal year ended December 31, 2016. Investing activities used $1,068 in cash for the fiscal year ended December 31, 2016. Financing activities during the fiscal year ended December 31, 2016 provided $80,992 in cash, which is from $71,000 in proceeds from notes payable and $9,992 of shareholder advances.

 

We currently have no material commitments for capital expenditures. We may be required to raise additional funds, particularly if we are unable to continue generating positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months. In addition, our company may, from time to time, receive continued funding and capital resources from related parties. However, as of the date of this annual report, such related parties do not have any existing obligation to advance funds or working capital to support our business, nor can our company rely on any advance funds from such related parties. We may not have sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations. We may need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company. We do not anticipate we will be profitable in 2018. Therefore our future operations may be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, we have no current arrangements to issue any securities. Also, a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations.

 

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

 

Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Contractual Obligations

 

On January 22, 2018, the Company executed a promissory note with Benchmark Capital, LLC (“Benchmark”) pursuant to which it is obligated to pay Benchmark $5,250 plus accrued interest at the rate of 6% on or before July 31, 2018. The note funded the repurchase by the Company of the 7,000 shares of common stock owned by Benchmark.

 

11  

 

On July 1, 2014, the Company entered into a five-year non-cancelable operating lease with a Mantua Creek Group LLC, for which our President Paul F. Morina is a member of, for its store space at a monthly rate of $500. The operating lease agreement was fully executed in September 2015 but Manuta granted the Company an extension January 1, 2016 to start paying rent for the space.

 

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Smaller reporting companies are not required to provide the information required by this item.

 

ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

12  

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Directors of:

Hometown International, Inc.

 

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Hometown International, Inc. and Subsidiary (the “Company”) as of December 31, 2017 and 2016, the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2017, and the related notes. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

 

Explanatory Paragraph – Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 9 to the financial statements, the Company has a net loss of approximately $104,600, a working capital deficit of approximately $290,000, and an accumulated deficit of approximately $548,700. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 9. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

 

 

LIGGETT & WEBB, P.A.

Certified Public Accountants

 

We have served as the Company’s auditor since 2015

 

Boynton Beach, Florida

March 28, 2018

 

F- 1  

 

  

HOMETOWN INTERNATIONAL, INC. AND SUBSIDIARY
Consolidated Balance Sheets

 

             
ASSETS
             
      December 31, 2017       December 31, 2016  
                 
Current Assets                
Cash   $ 5,341     $ 3,845  
Prepaid expenses     1,360        
Inventory     612       1,038  
Total Current Assets     7,313       4,883  
                 
Leasehold improvements and equipment, net     20,668       27,979  
                 
Total Assets   $ 27,981     $ 32,862  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT  
                 
Current Liabilities                
Accounts payable and accrued expenses   $ 122,478     $ 102,775  
Due to Officers - related party     24,951       13,263  
Note payable - related party     69,468       42,000  
Note payable     81,000       71,000  
                 
Total Liabilities     297,897       229,038  
                 
Commitments and Contingencies (See Note 7)            
                 
Stockholders’ Deficit                
Common stock, $0.0001 par value; 100,000,000 shares authorized, 5,242,340 and 5,242,340 issued and outstanding, respectively     524       524  
Additional paid-in capital     278,296       247,441  
Accumulated deficit     (548,736 )     (444,141 )
                 
Total Stockholders’ Deficit     (269,916 )     (196,176 )
                 
Total Liabilities and Stockholders’ Deficit   $ 27,981     $ 32,862  

 

See accompanying notes to consolidated financial statements

 

F- 2  

 

 

HOMETOWN INTERNATIONAL, INC. AND SUBSIDIARY
 Consolidated Statements of Operations

 

    For the Year Ended     For the Year Ended  
    December 31, 2017     December 31, 2016  
             
Sales   $ 50,432     $ 76,213  
                 
Costs and Expenses                
Food, beverage and supplies     35,908       50,353  
Labor     3,453       14,127  
Direct operating and occupancy     9,883       10,695  
Depreciation     7,311       7,126  
Consulting           80,000  
Professional fees     32,484       39,055  
General and administrative     50,200       55,474  
                 
Total cost and expenses     139,239       256,830  
                 
Loss from Operations     (88,807 )     (180,617 )
                 
Other Expenses                
Interest Expense     (15,788 )     (9,179 )
                 
LOSS FROM OPERATIONS BEFORE INCOME TAXES     (104,595 )     (189,796 )
                 
Provision for Income Taxes            
                 
NET LOSS   $ (104,595 )   $ (189,796 )
                 
Net Loss Per Share - Basic and Diluted   $ (0.02 )   $ (0.04 )
                 
Weighted average number of shares outstanding during the period - Basic and Diluted     5,242,340       5,242,340  

 

See accompanying notes to consolidated financial statements

 

F- 3  

 

 

HOMETOWN INTERNATIONAL, INC. AND SUBSIDIARY
Consolidated Statement of Stockholders’ Deficit
For the years ended December 31, 2017 and 2016

                               
    Common stock     Additional           Total  
                paid-in     Accumulated     Stockholders’  
    Shares     Amount     capital     Deficit     Deficit  
                               
Balance, December 31, 2015     5,242,340       524       216,586       (254,345 )     (37,235 )
                                         
In kind contribution of services                 30,855             30,855  
                                         
Net loss for the year ended December 31, 2016                       (189,796 )     (189,796 )
                                         
Balance, December 31, 2016     5,242,340     $ 524     $ 247,441     $ (444,141 )   $ (196,176 )
                                         
In kind contribution of services                 30,855             30,855  
                                         
Net loss for the year ended December 31, 2017                       (104,595 )     (104,595 )
                                         
Balance, December 31, 2017     5,242,340     $ 524     $ 278,296     $ (548,736 )   $ (269,916 )

 

See accompanying notes to consolidated financial statements

 

F- 4  

 

 

HOMETOWN INTERNATIONAL, INC. AND SUBSIDIARY
 Consolidated Statements of Cash Flows

             
    For the Year Ended     For the Year Ended  
    December 31, 2017     December 31, 2016  
Cash Flows From Operating Activities:                
Net Loss   $ (104,595 )   $ (189,796 )
Adjustments to reconcile net loss to net cash used in operations                
In-kind contribution of services     30,855       30,855  
Depreciation expense     7,311       7,126  
Changes in operating assets and liabilities:                
Decrease in inventory     426       357  
Increase in prepaid expenses     (1,360 )      
Increase in accounts payable and accrued expenses     19,703       72,919  
Net Cash Used In Operating Activities     (47,660 )     (78,539 )
                 
Cash Flows From Investing Activities:                
Payments for leasehold improvements and equipment           (1,068 )
Net Cash Used In Investing Activities           (1,068 )
                 
Cash Flows From Financing Activities:                
Proceeds from/due to officers     11,688       9,992  
Repayment of note payable     (10,000 )      
Proceeds from note payable     20,000       51,000  
Proceeds from note payable - related party     27,468       20,000  
Net Cash Provided by Financing Activities     49,156       80,992  
                 
Net Increase in Cash     1,496       1,385  
                 
Cash at Beginning Year     3,845       2,460  
                 
Cash at End of Year   $ 5,341     $ 3,845  
                 
Supplemental disclosure of cash flow information:                
                 
Cash paid for interest   $ 909     $  
Cash paid for taxes   $     $  

 

See accompanying notes to consolidated financial statements

 

F- 5  

 

  

HOMETOWN INTERNATIONAL, INC. and SUBSIDIARY

Notes to Consolidated Financial Statements

As of December 31, 2017 and 2016

 

  NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

(A) Organization

 

Hometown International, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on May 19, 2014. The Company is the originator of a new “Delicatessen” concept (“Your Hometown Deli”). The Company intends that its delicatessens will feature “home-style” sandwiches and other entrees in a casual friendly atmosphere. Hometown Delis are designed to be comfortable community gathering places for guests of all ages.

 

On January 18, 2014, Your Hometown Deli, LLC. was formed under the laws of the State of New Jersey. On May 29, 2014, Your Hometown Deli, LLC, entered into a Membership Interest Purchase Agreement with Hometown International, Inc. For accounting purposes, this transaction is being accounted for as a merger of entities under common control and has been treated as a recapitalization of Hometown International, Inc. with Your Hometown Deli, LLC, as the accounting acquirer). The historical financial statements of the accounting acquirer became the financial statements of the registrant. The Company did not recognize goodwill or any intangible assets in connection with the transaction. The 5,000,000 shares issued to the shareholder of Your Hometown Deli, LLC., in conjunction with the share exchange transaction has been presented as outstanding for all periods.

 

The Company’s accounting year end is December 31, which was the year end of Your Hometown Deli, LLC.

 

(B) Principles of Consolidation

 

The accompanying December 31, 2017 and 2016, consolidated financial statements include the accounts of Hometown International, Inc. and its wholly owned subsidiary, Your Hometown Deli, LLC. All intercompany accounts have been eliminated upon consolidation.

 

(C) Use of Estimates

 

In preparing consolidated financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reported period. Significant estimates include valuation of in kind contribution of service and valuation of deferred tax assets. Actual results could differ from those estimates.

 

(D) Cash and Cash Equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At December 31, 2017 and 2016, the Company had no cash equivalents.

 

(E) Loss Per Share

 

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260, “Earnings Per Share.” Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. The Company has 0 and 484,680 shares issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for years ended December 31, 2017 and 2016, respectively.

 

F- 6  

 

 

HOMETOWN INTERNATIONAL, INC. and SUBSIDIARY

Notes to Consolidated Financial Statements

As of December 31, 2017 and 2016

 

(F) Income Taxes

 

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 


The Company’s income tax expense differed from the statutory rates (federal 34% and state 9%) as follows:

 

    December 31, 2017     December 31, 2016  
             
Expected tax expense (benefit) - Federal   $ (19,988 )   $ (57,238 )
Expected tax expense (benefit) - State     (9,414 )     (16,650 )
Non-deductible expenses     8,673       12,343  
Change in valuation allowance     20,729       61,545  
Actual tax expense (benefit)   $     $  
                 
The net deferred taxes in the accompanying balance sheets includes the following amounts of deferred tax assets and liabilities:                
                 
Gross deferred tax assets:                
Bad debt expense   $     $  
Net operating loss carryforwards     121,326       143,043  
Total deferred tax assets     (121,326 )     (143,043 )
Less: valuation allowance     121,326       143,043  
Net deferred tax asset recorded   $     $  

 

As of December 31, 2017 and 2016, the Company has a net operating loss carry forward of approximately $431,610 and $357,800 available to offset future taxable income through December 31, 2037. The valuation allowance was established to reduce the deferred tax asset to the amount that will more likely than not be realized. This is necessary due to the Company’s continued operating loss and the uncertainty of the Company’s ability to utilize all of the net operating loss carryforwards before they will expire through the year 2037.

 

The net change in the valuation allowance for the years ended December 31, 2017 and 2016 was an increase of $20,729 and $61,545, respectively.

 

The company’s federal income tax returns for the years 2015-2017 remain subject to examination by the Internal Revenue Service through 2021.

 

F- 7  

 

 

HOMETOWN INTERNATIONAL, INC. and SUBSIDIARY

Notes to Consolidated Financial Statements

As of December 31, 2017 and 2016

 

On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law and the new legislation contains several key tax provisions that affected us, including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of the transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118.

 

(G) Property and Equipment

 

Property and equipment is recorded at cost and depreciated or amortized using the straight-line method over the estimated useful life of the asset or the underlying lease term for leasehold improvements, whichever is shorter onset the property and equipment is put into service.

 

(H) Revenue Recognition

 

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The Company generates revenue operating a delicatessen. Revenue from the operations of Company-owned delicatessen are recognized when sales occur.

 

(I) Fair Value of Financial Instruments

 

The Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including cash, accounts payable, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities.

 

We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

F- 8  

 

 

HOMETOWN INTERNATIONAL, INC. and SUBSIDIARY

Notes to Consolidated Financial Statements

As of December 31, 2017 and 2016

 

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

 

(J) Reclassifications

 

Certain prior year amounts have been reclassified to conform to fiscal year 2017 presentation.

 

(K) Recent Accounting Pronouncements

 

In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of adopting ASU No. 2016-02 on our consolidated financial statements.

 

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which provides further guidance on identifying performance obligations and improves the operability and understandability of licensing implementation guidance. The effective date for ASU 2016-10 is the same as the effective date of ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years.  In May 2016, the FASB issued ASU 2016-12 “Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients,” which amends the guidance on transition, collectability, non-cash consideration, and the presentation of sales and other similar taxes. ASU 2016-12 clarifies that, for a contract to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP. In addition, ASU 2016-12 clarifies how an entity should evaluate the collectability threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard’s contract criteria. The standard allows for both retrospective and modified retrospective methods of adoption. The Company is currently evaluating the impact of ASU 2016-10 on its consolidated financial statements.

 

F- 9  

 

 

HOMETOWN INTERNATIONAL, INC. and SUBSIDIARY

Notes to Consolidated Financial Statements

As of December 31, 2017 and 2016

 

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which aims to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. ASU 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017 (fiscal year 2019 for the Company). The Company is currently evaluating the potential effects of the adoption of ASU 2016-15 on its Consolidated Financial Statements.

 

In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers Other than Inventory (ASU 2016-16), which requires companies to recognize the income-tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than when the asset has been sold to an outside party. We will adopt the new standard effective January 1, 2018, using the modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the effective date. A cumulative-effect adjustment will capture the write-off of income tax consequences deferred from past intra-entity transfers involving assets other than inventory, new deferred tax assets, and other liabilities for amounts not currently recognized under U.S. GAAP. Based on transactions up to December 31, 2017, we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

 

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We will adopt the new standard effective January 1, 2018, using the retrospective transition approach for all periods presented. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

 

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. We will adopt the new standard effective January 1, 2018, on a prospective basis and do not expect the standard to have a material impact on our consolidated financial statements.

 

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), which eliminates step two from the goodwill impairment test. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit. This guidance will be effective for us in the first quarter of 2020 on a prospective basis, and early adoption is permitted. We do not expect the standard to have a material impact on our consolidated financial statements.

 

All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.

 

(L) Business Segments

 

The Company operates in one segment and therefore segment information is not presented.

 

F- 10  

 

 

HOMETOWN INTERNATIONAL, INC. and SUBSIDIARY

Notes to Consolidated Financial Statements

As of December 31, 2017 and 2016

 

(M) Inventories

 

Inventories consist of food and beverages, and are stated at cost of $612.

 

(N) Advertising

 

Advertising costs are expensed as incurred. These costs are included in direct operating & occupancy expenses and totaled $184 and $1,416 for the years ended December 31, 2017 and 2016, respectively.

 

NOTE 2 LEASEHOLD IMPROVEMENTS AND EQUIPMENT  

 

Leasehold improvements and equipment consist of the following at December 31, 2017 and December 31, 2016:

 

    December 31,     December 31,  
    2017     2016  
Leasehold Improvements     33,455       33,455  
Equipment     3,120       3,120  
Leasehold Improvements and Equipment     36,575       36,575  
Less: Accumulated Depreciation     (15,907 )     (8,596 )
Leasehold Improvements and Equipment, Net   $ 20,668     $ 27,979  

 

Depreciation expense was $7,311 and $7,126 for the years ended December 31, 2017 and 2016, respectively.

 

NOTE 3 NOTE PAYABLE – RELATED PARTY

 

On December 27, 2017, the Company entered into an unsecured promissory note with a related party in the amount of $5,000. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on December 27, 2018. As of December 31, 2017 the Company accrued $6 in interest expense. Subsequently to the year end on January 11, 2018 this loan was repaid in full (See Note 8 and 10).

 

On November 15, 2017, the Company entered into an unsecured promissory note with a related party in the amount of $10,000. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on November 18, 2018. As of December 31, 2017 the Company accrued $126 in interest expense (See Note 8).

 

On October 26, 2017, the Company entered into an unsecured promissory note with a related party in the amount of $3,400. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on October 26, 2018. As of December 31, 2017 the Company accrued $63 in interest expense (See Note 8).

 

On August 15, 2017, the Company entered into an unsecured promissory note with a related party in the amount of $2,608. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on August 15, 2018. As of December 31, 2017 the Company accrued $101 in interest expense (See Note 8).

 

F- 11  

 

 

HOMETOWN INTERNATIONAL, INC. and SUBSIDIARY

Notes to Consolidated Financial Statements

As of December 31, 2017 and 2016

 

On July 19, 2017, the Company entered into an unsecured promissory note with a related party in the amount of $341. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on July 19, 2018 (See Note 8).

 

On August 9, 2017, the Company entered into an unsecured promissory note with a related party in the amount of $1,119. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on August 9, 2018 (See Note 8).

 

On January 19, 2017, the Company entered into an unsecured promissory note with a related party in the amount of $5,000. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on January 19, 2018. As of December 31, 2017 the Company accrued $496 in interest expense. The note is currently in default (See Note 8).

 

On March 21, 2016, the Company entered into an unsecured promissory note with a related party in the amount of $20,000. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on March 21, 2017. As of December 31, 2017 the Company accrued $3,873 in interest expense. The note is currently in default (See Note 8).

 

On November 9, 2015, the Company entered into an unsecured promissory note with a related party in the amount of $20,000. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on November 9, 2016. As of December 31, 2017 Company accrued $4,685 in interest expense. The note is currently is in default (See Note 8).

 

On October 16, 2014, the Company entered into an unsecured promissory note with a related party in the amount of $2,000. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. This note is outstanding as of December 31, 2017 (See Note 8).

 

NOTE 4 DUE TO OFFICERS  – RELATED PARTY

 

During the year ended December 31, 2017, certain officers paid an aggregate $11,688 in expenses on Company’s behalf as an advance. Pursuant to the terms of the note, the note was non-interest bearing, unsecured and is due on demand (See Note 8).

 

During the year ended December 31, 2016, certain officers paid an aggregate $13,263 in expenses on Company’s behalf as an advance. Pursuant to the terms of the note, the note was non-interest bearing, unsecured and is due on demand. This note is outstanding as of December 31, 2017 (See Note 8).

 

NOTE 5 NOTE PAYABLE

 

On March 21, 2017, the Company entered into an unsecured promissory note in the amount of $20,000. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on March 21, 2018. As of December 31, 2017 the Company accrued $11,610 in interest expense. The note is currently in default.

 

On August 22, 2016, the Company entered into an unsecured promissory note in the amount of $25,000. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on August 22, 2017. As of December 31, 2017 the Company accrued $3,628 in interest expense. The note is currently in default.

 

F- 12  

 

 

HOMETOWN INTERNATIONAL, INC. and SUBSIDIARY

Notes to Consolidated Financial Statements

As of December 31, 2017 and 2016

 

On March 17, 2016, the Company entered into an unsecured promissory note in the amount of $12,000. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on March 17, 2017. As of December 31, 2017 the Company accrued $2,339 in interest expense. The note is currently in default.

 

On February 11, 2016, the Company entered into an unsecured promissory note in the amount of $4,000. Pursuant to the terms of the note, the note is bearing 4% interest, unsecured and is due on demand. As of December 31, 2017 the Company accrued $312 in interest expense. This note is outstanding as of December 31, 2017.

 

On January 11, 2016, the Company entered into an unsecured promissory note in the amount of $10,000. Pursuant to the terms of the note, the note is bearing 6% interest, unsecured and is due on December 31. 2016. Effective, January 1, 2017 the note was amended and is bearing 10% interest on the outstanding balance. If the note is not repaid by November 1, 2017 the interest will increase by an additional 4%. As of December 31, 2017 the Company accrued $909 in interest expense. On April 4, 2017, the Company repaid $10,909 in outstanding balance and accrued interest.

 

On November 12, 2015, the Company entered into an unsecured promissory note in the amount of $20,000. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on November 12, 2016. As of December 31, 2017 the Company accrued $4,718 in interest expense. The note is currently in default.

 

NOTE 6           STOCKHOLDERS’   DEFICIT

 

(A) Common Stock Issued for Cash

 

The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share.

 

(B) In kind contribution of services

 

For the year ended December 31, 2017, the Company recorded $30,855 as in kind contribution of services provided by President and Vice President of the Company (See Note 8).

 

For the year ended December 31, 2016, the Company recorded $30,855 as in kind contribution of services provided by President and Vice President of the Company (See Note 8).

 

(C) Warrants

 

The following tables summarize all warrant grants for the year ended December 31, 2017, respectively, and the related changes during the period are presented below.

 

    Number of Warrants     Weighted Average Exercise Price  
Warrants                
Balance at December 31, 2015     198,004     $ 2.50  
Granted     286,676       2.50  
Exercised            
Forfeited            
Balance at December 31, 2016      484,680     $ 2.50  
Granted            
Exercised            
Forfeited     (484,680 )     (2.50 )
Balance at December 31, 2017         $  
Warrants exercisable at  December 31, 2017         $  

 

F- 13  

 

 

HOMETOWN INTERNATIONAL, INC. and SUBSIDIARY

Notes to Consolidated Financial Statements

As of December 31, 2017 and 2016

 

For the year ended December 31, 2017, warrants were fully expired.

 

NOTE 7 COMMITMENTS AND CONTINGENCIES

 

(A) Consulting Agreement

 

On August 1, 2014, the Company entered into a consulting agreement with an entity related to one of our officers, to receive administrative and other miscellaneous services. The Company is required to pay $8,000 a month. The agreement was terminated on November 4, 2016. During the year ended December 31, 2017 and 2016 the Company paid $0 and $80,000, respectively, in consulting fees under the agreement (See Note 8).

 

(B) Operating Lease Agreement

 

On July 1, 2014, the Company entered into a five-year non-cancelable operating lease with a related party for its store space at a monthly rate of $500. On September 21, 2015, the Company executed the lease and opened the store on October 14, 2015. On December 29, 2015, the Company signed an addendum to the lease for the lease agreement to start 30 days after the opening of the deli. The store opened on October 14, 2015, the first payments would have been due on November 15, 2015, however since the deli was not fully functioning, the first monthly rent payment was due January 1, 2016. For the years ended December 31, 2017 and 2016, the Company had a rent expense of $6,000 and $6,000, respectively (See Note 8).

 

NOTE 8 RELATED PARTY TRANSACTIONS

 

On August 1, 2014, the Company entered into a consulting agreement with an entity related to one of our Officers to receive administrative and other miscellaneous services. The Company is required to pay $8,000 a month. The agreement was terminated on November 4, 2016. During the year ended December 31, 2017 and 2016 the Company paid $0 and $80,000, respectively, in consulting fees under the agreement (See Note 7 (A)).

 

On July 1, 2014, the Company entered into a five-year non-cancelable operating lease with a related party for its store space at a monthly rate of $500. On September 21, 2015, the Company executed the lease and opened the store on October 14, 2015. On December 29, 2015, the Company signed an addendum to the lease for the lease agreement to start 30 days after the opening of the deli. The store opened on October 14, 2015, the first payments would have been due on November 15, 2015, however since the deli was not fully functioning, the first monthly rent payment was due January 1, 2016. For the years ended December 31, 2017 and 2016, the Company had a rent expense of $6,000 and $6,000, respectively (See Note 7(B)).

 

F- 14  

 

 

HOMETOWN INTERNATIONAL, INC. and SUBSIDIARY

Notes to Consolidated Financial Statements

As of December 31, 2017 and 2016

 

On October 16, 2014, the Company entered into an unsecured promissory note with a related party in the amount of $2,000. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. This note is outstanding as of December 31, 2017 (See Note 3).

 

On November 9, 2015, the Company entered into an unsecured promissory note with a related party in the amount of $20,000. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on November 9, 2016. As of December 31, 2017 Company accrued $4,685 in interest expense. The note is currently in default (see Note 3).

 

On January 19, 2017, the Company entered into an unsecured promissory note with a related party in the amount of $5,000. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on January 19, 2018. As of December 31, 2017 the Company accrued $496 in interest expense. The note is currently in default (see Note 3).

 

On March 21, 2016, the Company entered into an unsecured promissory note with a related party in the amount of $20,000. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on March 21, 2017. As of December 31, 2017 the Company accrued $3,873 in interest expense. The note is currently in default (see Note 3).

 

On July 19, 2017, the Company entered into an unsecured promissory note with a related party in the amount of $341. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on July 19, 2018 (See Note 3).

 

On August 9, 2017, the Company entered into an unsecured promissory note with a related party in the amount of $1,119. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on August 9, 2018 (See Note 3).

 

On August 15, 2017, the Company entered into an unsecured promissory note with a related party in the amount of $2,608. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on August 15, 2018. As of December 31, 2017 the Company accrued $101 in interest expense (See Note 3).

 

On October 26, 2017, the Company entered into an unsecured promissory note with a related party in the amount of $3,400. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on October 26, 2018. As of December 31, 2017 the Company accrued $63 in interest expense (See Notes 3).

 

On November 15, 2017, the Company entered into an unsecured promissory note with a related party in the amount of $10,000. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on November 18, 2018. As of December 31, 2017 the Company accrued $126 in interest expense (See Notes 3).

 

On December 27, 2017, the Company entered into an unsecured promissory note with a related party in the amount of $5,000. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on December 27, 2018. As of December 31, 2017 the Company accrued $6 in interest expense. Subsequently to the year end on January 11, 2018 this loan was repaid in full (See Notes 3 and 10).

 

For the year ended December 31, 2017, the Company recorded $30,855 as in kind contribution of services provided by President and Vice President of the Company (See Note 6(B)).

 

F- 15  

 

 

HOMETOWN INTERNATIONAL, INC. and SUBSIDIARY

Notes to Consolidated Financial Statements

As of December 31, 2017 and 2016

 

For the year ended December 31, 2016, the Company recorded $30,855 as in kind contribution of services provided by President and Vice President of the Company (See Note 6(B)).

 

During the year ended December 31, 2017, certain officers paid an aggregate $11,688 in expenses on Company’s behalf as an advance. Pursuant to the terms of the note, the note was non-interest bearing, unsecured and was due on demand (See Note 4).

 

During the year ended December 31, 2016, officers paid an aggregate $13,263 in expenses on Company’s behalf as an advance. Pursuant to the terms of the note, the note was non-interest bearing, unsecured and was due on demand. This note is outstanding as of December 31, 2017 (See Note 4).

 

NOTE 9 GOING CONCERN

 

As reflected in the accompanying consolidated financial statements, the Company used cash in operations of $47,660 an accumulated deficit of $548,736 and has a net loss of $104,595 for the year ended December 31, 2017. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

 

NOTE 10 SUBSEQUENT EVENTS

 

On February 22, 2018, the Company entered into an unsecured promissory note in the amount of $19,000. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on February 22, 2019.

 

On January 22, 2018, we entered into a Stock Repurchase Agreement with Benchmark Capital, LLC to repurchase 7,000 shares of common stock, for an aggregate purchase price of $5,250. The transaction closed on January 22, 2018. We funded the repurchase through the issuance of a promissory note to Benchmark Capital, LLC dated January 22, 2018 in the amount of $5,250. Pursuant to the terms of the note, the note is bearing 6% interest, unsecured and is due on or before July 31, 2018.

 

On January 11, 2018, the Company repaid a $5,000 promissory note dated December 27, 2017 (See Note 8).

 

F- 16  

 

 

ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None.

 

ITEM 9A.    CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that our disclosure controls and procedures were not effective as of December 31, 2017 for the material weakness describe below.

 

Management’s Report on Internal Control over Financial Reporting

 

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017. The framework used by management in making that assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this assessment, our management has concluded that our internal controls were not effective as of December 31, 2017 for the material weaknesses describe as follows: (i) lack of an independent board of directors, (ii) our accounting personnel lack U.S. GAAP expertise and (iii) lack of segregated duties.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

 

Changes in Internal Controls over financial reporting

 

No change in our internal control over financial reporting occurred during the fourth fiscal quarter of the year ended December 31, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B.       OTHER INFORMATION

 

Not applicable.

 

13  

 

 

PART III

 

ITEM 10.       DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

Directors and Executive Officers

 

The following table sets forth the names and ages of our officers and directors. Our executive officers are elected annually by our Board of Directors. Our executive officers hold their offices until they resign, are removed by the Board, or a successor is elected and qualified. 

 

Name   Age   Position
Paul F. Morina   59   President, Chief Executive Officer, Chief Financial Officer and Director
Christine T. Lindenmuth   43   Vice President and Director
Beth Floyd   36   Secretary

 

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

 

Paul F. Morina , President, CEO, CFO and Director - Since 2008, Mr. Morina has been the Principal of Paulsboro (NJ) High School and as the Head Wrestling Coach since 1986. Mr. Morina has spent his entire career in the Paulsboro Public School District where he began as an Elementary School Physical Education Teacher and Health Instructor in 1982. He has held the positions of High School Physical Education and Health Instructor, Head Coach, and High School Athletic Director.

 

Mr. Morina’s college wrestling career was well recognized. While at James Madison University, he was a two-time NCAA Eastern Regional champion. Mr. Morina has been highly successful coaching high school wrestling for over 27 years in his hometown of Paulsboro, N. J. Named the 1994 State Wrestling Man-of-the-Year by Wrestling USA Magazine, his teams have won 25 class state championships, 24 district championships and 25 conference titles. He has a 550-34-4 overall record and has lead the Paulsboro wrestling program to exceed 1,000 victories.

 

In addition to his work within the Paulsboro public school systems, Mr. Morina served as a Member of Paulsboro Town Council from 2005 to 2011. Mr. Morina earned his B. A. from James Madison University and his M. Ed. degree from Widener University.

 

Christine T. Lindenmuth, Vice President and Director - Since September 2012, Ms. Lindenmuth has been a Math Teacher at Paulsboro High School, where she is also active in the Paulsboro Education Association, Mentor Club, Renaissance Committee and Alternative Education Program. Prior to Paulsboro High, Ms. Lindenmuth was a Student Advisor at Salem Community College from 2010 through 2012. She has also served as a School Counselor at Gateway Regional High School, Lindenwold High School and Salem County Vocational School.

 

Ms. Lindenmuth started her career as a Math Teacher in 1997 at the PG-CP Regional High School, where she taught accelerated students at the Academy of Science and Engineering. Ms. Lindenmuth currently serves on Salem County School Employee Federal Credit Union Loan Committee, as an Association Representative for the Penns Grove Chapter of the New Jersey Teachers Union, and as a representative on the State Educational Policy Committee for the New Jersey Education Association. Ms. Lindenmuth earned her B.A. from Rider University and her M. Ed. from Wilmington University.

 

Beth Floyd, Secretary - Ms. Floyd has over 10 years of experience in the food service industry. Since March 2005, she has been the maître d’ at Maggiano’s Little Italy, a restaurant in Durham, NC. She has held a number of positions there, including serving as assistant accounting manager from 2009 to 2010. Ms. Floyd received her B.A. from University of North Carolina at Chapel Hill with a major in journalism and mass communications.

 

Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

 

Family Relationships

 

There are no family relationships between any of our directors or executive officers.

 

14  

 

 

Certain Legal Proceedings

 

To our knowledge, no director, nominee for director, or executive officer of the Company has been a party in any legal proceeding material to an evaluation of his ability or integrity during the past ten years.

 

Code of Ethics

 

The company has not adopted a Code of Ethics applicable to its Principal Executive Officer and Principal Financial Officer

 

ITEM 11.       EXECUTIVE COMPENSATION

 

Our executive officers have not received any compensation for services rendered to us, and are not accruing any compensation pursuant to any agreement with us.

 

We do not expect to pay any compensation to any of our officers until sufficient and sustainable revenues and profits are realized.

 

No retirement, pension, profit sharing, insurance programs, long-term incentive plans or other similar programs have been adopted by us for the benefit of our employees. We had no outstanding equity awards as of the date of this annual report.

 

ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of Common Stock as of March 28, 2018 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.

 

Name   Number of
Shares
Beneficially
Owned
    Percent of
Class (1)
 
Paul F. Morina, President, CEO, CFO & Director     2,500,000       47.75 %
Christine T. Lindenmuth, Vice President     2,500,000       47.75 %
Beth Floyd, Secretary     0       0 %
                 
All Executive Officers and Directors as a group (1 person)     5,000,000       95.5 %
                 
(1) Based on 5,235,340 shares of Common Stock.

 

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

On July 1, 2014, the Company entered into a five-year non-cancelable operating lease with Mantua Creek Group LLC, for which our President is a member of, for its store space at a monthly rate of $500. The amount of rent was determined by current market rate for retail space in the area and discounted slightly because the tenants would be financing most of the leasehold improvements. As of the date hereof, the operating lease agreement has been fully executed but Mantua has granted the Company an extension to start paying rent starting on January 1, 2016. $6,000 of rent expense was recorded for each year ended December 31, 2017 and December 31, 2016.

 

15  

 

 

On August 1, 2014, the Company entered into a consulting agreement with Tryon Capital Ventures, LLC where Beth Floyd is a part time employee, to receive administrative and other miscellaneous services. The consulting agreement covers all of the back office services provided for the Company and additionally all of the work necessary to complete company filings as a public company and other work necessary to keep the Company compliance with the SEC. The Company is required to pay $8,000 a month which was determined by current market rate of consultant in the area with similar background and experience in the fast-food business. The agreement is to remain in effect unless either party desires to cancel the agreement. During the years ended December 31, 2017 and 2016 the Company paid $0 and $80,000, respectively, in consulting fees under the agreement. The agreement was terminated in November, 2016.

 

On November 9, 2015, the Company entered into an unsecured promissory note with Peter Coker, a related party, in the amount of $20,000. Pursuant to terms of the note, the note is bearing an interest at 10% and due on November 12, 2016. The note is currently in default.

 

During the year ended December 31, 2017, Paul F. Morina and Christine T. Lindenmuth, both of whom are officers of the Company, paid an aggregate of $11,688 in expenses on the Company’s behalf. The amounts are recorded as advances from the officers. The advances are non-interest bearing, unsecured and due on demand.

 

On January 19, 2017, the Company entered into an unsecured promissory note with Shoaleh C. Monadjemi Colombi in exchange for $5,000. Pursuant to terms of the note, the note is bearing interest at 10% and is due on January 19, 2018. The note is currently in default.

 

On March 21, 2016, the Company entered into an unsecured promissory note with Lawrence Reichard in the amount of $20,000. Pursuant to the terms on the note, the note is bearing 10% interest, unsecured and due March 21, 2017. The note is currently in default.

 

On July 19, 2017, the Company entered into an unsecured promissory note with Troy Capital Ventures, LLC in the amount of $341. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on July 19, 2018.

 

On August 9, 2017, the Company entered into an unsecured promissory note with Troy Capital Ventures, LLC in the amount of $1,119. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on August 9, 2018.

 

On August 15, 2017, the Company entered into an unsecured promissory note with Europa Capital Investments, LLC in the amount of $2,608. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on August 15, 2018.

 

On October 26, 2017, the Company entered into an unsecured promissory note with Europa Capital Investments, LLC in the amount of $3,400. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on October 26, 2018.

 

On November 15, 2017, the Company entered into an unsecured promissory note with Europa Capital Investments, LLC in the amount of $10,000. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on November 18, 2018.

 

On December 27, 2017, the Company entered into an unsecured promissory note with Europa Capital Investments, LLC in the amount of $5,000. Pursuant to the terms of the note, the note is bearing 10% interest, unsecured and is due on December 27, 2018. On January 11, 2018 this loan was repaid in full.

 

For the year ended December 31, 2017, the Company recorded $30,855 as in kind contribution of services provided by President and Vice President of the Company. For the year ended December 31, 2016, the Company recorded $30,855 as in kind contribution of services provided by President and Vice President of the Company.

 

ITEM 14.         PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Audit Fees

 

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-K or 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings was $19,614 and $30,942 for the fiscal year ended December 31, 2017 and 2016, respectively.

 

16  

 

 

Audit Related Fees

 

There were no fees for audit related services for the years ended December 31, 2017 and 2016.

 

Tax Fees

 

For the Company’s fiscal years ended December 31, 2017 and 2016, we were billed $0 and $0, respectively, for professional services rendered for tax return preparation.

 

All Other Fees

 

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended December 31, 2017 and 2016.

 

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

 

- approved by our audit committee; or

 

- entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service,  the  audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

 

We do not have an audit committee.  Our entire board of directors pre-approves all services provided by our independent auditors.

 

All of the above services and fees were reviewed and approved by the entire board of directors before the respective services were rendered.

 

17  

 

 

PART IV

 

ITEM 15.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

a) Documents filed as part of this Annual Report

 

1. Financial Statements

 

2. Financial Statement Schedules

 

3. Exhibits

 

Exhibits #   Title
     
3.1   Articles of Incorporation (1)
3.2   By-Laws (1)
10.1   Membership Interest Purchase Agreement dated May 29, 2014 among Paul F. Morina, Christine Lindenmuth and the Company (1)
10.3   Lease Agreement dated July 1, 2014 by and between Mantua Creek Group, LLC and Your Hometown Deli, LLC (3)
10.4   Rent extension granted by Mantua Creek Group, LLC to Your Hometown Deli, LLC (4)
10.5   Stock Repurchase Agreement dated as of January 22, 2018 by and among Hometown International Inc. and Benchmark Capital LLC
10.6   Promissory Note dated as of January 22, 2018 in the original principal amount of $5,250 issued to Benchmark Capital LLC
21.1   List of Subsidiary (1)
31.1   Certification of Principal Executive Officer and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2   Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

(1) Incorporated by reference to the Company’s draft registration statement on Form S-1 filed with the SEC on June 8, 2015.

(2) Incorporated by reference to the Company’s draft registration statement on Form S-1 filed with the SEC on August 31, 2015.

(3) Incorporated by reference to the Company’s registration statement on Form S-1 filed with the SEC on October 19, 2015.

(4) Incorporated by reference to the Company’s registration statement on Form S-1 filed with the SEC on January 4, 2016.

 

18  

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

  HOMETOWN INTERNATIONAL, INC.
   
Date: March 28, 2018 By: /s/ Paul F. Morina
    Paul F. Morina
   

President, Chief Executive Officer, Chief Financial Officer and Director

(Principal Executive Officer and Principal Accounting Officer)

 

Pursuant to the requirements of the Securities Act of 1933, this annual report has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Paul F. Morina   President, Chief Executive Officer,    March 28, 2018
Paul F. Morina   Chief Financial Officer and Director (Principal Executive Officer and Principal Accounting Officer)    

 

/s/ Christine Lindenmuth   Vice President and Director   March 28, 2018
Christine Lindenmuth        

 

 

19

 

Exhibit 10.5  

 

STOCK REPURCHASE AGREEMENT

 

This Stock Repurchase Agreement (this “ Agreement ”) is entered into as of this 22nd day of January 2018, by and among Hometown International, Inc., a Nevada corporation (the " Company "), and Benchmark Capital LLC (the " Stockholder ").

 

RECITALS

 

WHEREAS, the Stockholder purchased 7,000 units from the Company in August 2014, said units consisting of 7,000 shares of common stock of the Company (the " Shares ") and 14,000 warrants which expired pursuant to the terms thereof on September 30, 2017;

 

WHEREAS, the Stockholder desires to sell the Shares to the Company, and the Company is willing to repurchase the Shares from the Stockholder upon the terms and subject to the conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of the premises and agreements of the parties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

 

SECTION 1

REPURCHASE AND SALE OF SHARES; CLOSING

 

1.1       Repurchase and Sale of Shares . On the terms and subject to the conditions set forth in this Agreement, the Company agrees to purchase from the Stockholder and the Stockholder agrees to sell, transfer, convey and deliver to the Company all of the Shares for an aggregate purchase price of Five Thousand, Two Hundred and Fifty dollars ($5,250.00) (the “ Purchase Price ”).

 

1.2        Payment for Shares . Simultaneous with the execution and delivery of this Agreement, the Company shall pay the Purchase Price by the issuance and delivery to the Stockholder of a Promissory Note (the “ Note ”) in the form attached hereto as Exhibit A.

 

1.3        Closing Date . The consummation of the transactions contemplated by this Agreement (the “ Closing ”) shall take place simultaneous on the date of execution and delivery of this Agreement (the “ Closing Date ”) and any other appropriate documentation between the parties (via overnight delivery, facsimile, electronic transmission, or by any other means as agreed upon by the parties hereto in writing), or such other time or place as shall be mutually agreed upon by the parties to this Agreement.

 

1.4        Deliverables by the Company . At the Closing, the Company shall deliver to the Stockholder (i) this Agreement and (ii) the Note, both duly executed by the Company.

 

Page 1 of 5

 

 

1.5       Deliverables by the Stockholder . At the Closing, the Stockholder shall deliver to the Company this Agreement. The execution and delivery of this Agreement by the Stockholder to the Company evidences the irrevocable appointment by the Stockholder of any officer, employee or agent of the Company as its attorney to cancel or transfer the Shares on the books of the Company with full power of substitution.

 

SECTION 2

REPRESENTATIONS AND WARRANTIES

 

2.1       Representations and Warranties of the Stockholder . The Stockholder represents and warrants to the Company as follows:

 

2.1.1      Power and Authority . The Stockholder has the power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby.

 

2.1.2     Validity; Enforceability . This Agreement has been duly executed by the Stockholder, and constitute legal, valid and binding obligations of the Stockholder, enforceable in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general principles of equity (whether considered in an action at law or in equity).

 

2.1.3     No Encumbrances, Etc . The Stockholder is the owner of record of all right, title and interest (legal and beneficial), free and clear of all liens, in and to the Shares. Upon delivery of this Agreement and delivery to the Stockholder of the Purchase Price, good, valid and marketable title to the Shares, free and clear of all liens, encumbrances, equities, claims, liabilities or obligations, whether absolute, accrued, contingent or otherwise, will be transferred to the Company.

 

2.1.4     Knowledge; Access . The Stockholder has such knowledge and experience in financial and business matters and has been furnished access to such information and documents concerning the Company that it is capable of evaluating the merits and risks of accepting the Purchase Price in exchange for the Shares and the other terms and conditions of this Agreement. The Stockholder has had an opportunity to ask questions and receive answers concerning the terms and conditions of this repurchase and to obtain additional information regarding the Company's plans and future prospects.

 

2.1.5     Accredited Investor Status . The Stockholder is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.

 

Page 2 of 5

 

 

2.2        Representations and Warranties of the Company . The Company represents and warrants to the Stockholder as follows:

 

2.2.1     Power and Authority . The Company has the power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby.

 

2.2.2     Organization and Qualification . The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Nevada.

 

2.2.3     Validity; Enforceability . This Agreement and the Note have been duly executed by the Company, and constitute legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general principles of equity (whether considered in an action at law or in equity).

 

SECTION 3

MISCELLANEOUS

 

3.1        Notices . In order to be effective, any notice or other communication required or permitted hereunder, shall, unless otherwise stated herein, be in writing and shall be transmitted by messenger, delivery service, mail or telecopy, as specified below:

 

If to the Company:

 

Hometown International, Inc.

25 E. Grant Street

Woodstown, NJ 08098 

 

If to the Stockholder:

 

Benchmark Capital LLC

P. O. Box 25064

Winston Salem, NC 27114

 

or at such other address as a party shall designate in a written notice to the other parties hereto given in accordance with this Section 3.1. All notices and other communications shall be effective (a) if sent by messenger or delivery service, when delivered, (b) if sent by mail, five (5) days after having been sent by certified mail, with return receipt requested, or (c) if sent by telecopier with receipt acknowledged, when sent.

 

3.2     Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

 

3.3     Entire Agreement, Amendment . This Agreement constitutes the entire agreement between the Company and Stockholder with respect to the transactions contemplated hereby and thereby; supersedes all prior or contemporaneous negotiations, communications, discussions and correspondence concerning the subject matter hereof; and may be amended or modified only with the written consent of the Company and the Stockholder.

 

Page 3 of 5

 

 

3.4     Severability of Provisions . If any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or any remaining provisions of this Agreement, and the parties shall use their respective best efforts to negotiate and enter into an amendment to this Agreement whereby such provision will be modified in a manner that is consistent with the intended economic consequences of the invalid provision and that, as modified, is legal and enforceable.

 

3.5     Governing Law . This agreement shall be governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice of law or conflict, provision or rule (whether of the State of New Jersey or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of New Jersey to be applied.

 

3.6     Counterparts . This Agreement may be executed in separate counterparts, either of which, when so executed, shall be deemed to be an original and both of which, when taken together, shall constitute but one and the same agreement.

 

3.7     Survival . The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, notwithstanding any investigation made by either party.

 

3.8      Further Assurances . Each party shall at any time and from time to time after the date hereof take whatever actions the other party or its affiliates or agents reasonably request to effectuate, record, evidence or perfect its transfer of the Shares to the Company pursuant to this Agreement or to otherwise effectuate or consummate any of the transactions contemplated hereby. Any expenses incurred by the party being requested to take any further action pursuant to this Agreement shall be paid in advance by the party making such request.

 

[Remainder of Page Intentionally Omitted; Signature Pages to Follow]

 

Page 4 of 5

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Stock Repurchase Agreement to be executed the day and year first written above.

 

  HOMETOWN INTERNATIONAL, INC.
     
  By: /s/Paul F. Morina
  Name:     Paul F. Morina     
  Title:       President
     
  BENCHMARK CAPITAL LLC
     
  By: /s/James T. Patten
  Name:     James T. Patten     
 

Title:       Manager

 

Page 5 of 5

 

Exhibit 10.6

 

THIS PROMISSORY NOTE (THE “ NOTE ”) HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE NOTE IS BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”). THE NOTE IS “ RESTRICTED ” AND MAY NOT BE OFFERED OR SOLD UNLESS IT IS REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE.

 

PROMISSORY NOTE

 

$5,250.00 January 22, 2018

 

THIS PROMISSORY NOTE (this “ Note ”) is issued by HOMETOWN INTERNATIONAL, INC. , a Nevada corporation, with an address at 25 E. Grant Street, Woodstown, New Jersey 08098 (the “ Company ”), to BENCHMARK CAPITAL LLC, a NJ limited liability company with an address at P.O. Box 25064, Winston Salem, NC 27114 (the “ Holder ”).

 

ARTICLE I

 

Section 1.01       Principal . For value received, the Company hereby promises to pay on or before July 31, 2018 (the “ Maturity Date ”) to the order of the Holder, in lawful money of the United States of America and in immediately available funds, the principal sum of Five Thousand, Two Hundred Fifty Dollars ($5,250.00) (the “ Principal Amount ”).

 

Section 1.02       Interest . Interest shall accrue on the Principal Amount at the rate of six percent (6 %) per annum (computed on the basis of a 365-day year and the actual days elapsed) from the date of this Note until the Principal Amount is repaid in full.

 

Section 1.03       Payment of Interest . Interest on the Principal Amount shall be due and payable on the Maturity Date.

 

Notwithstanding any provision contained herein to the contrary, the total liability of the Company for payment of interest pursuant hereto, including late charges, shall not exceed the maximum amount of such interest permitted by law to be charged, collected, or received from the Company, and if any payments by the Company include interest in excess of such a maximum amount, the Holder shall apply such excess to the reduction of the unpaid Principal Amount, or if none is due, such excess shall be refunded.

 

 

 

Section 1.04       Right to Prepay .     The Company shall have the right to prepay all or any portion of the Principal Amount and all accrued interest thereon (the “ Prepaid Amount ”) at any time, on or before the Maturity Date, without penalty or premium.

 

ARTICLE II

 

Section 2.01       Representations and Warranties of the Holder . The Holder hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows:

 

(a)       The Holder understands that this Note has not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”) or registered or qualified under any the securities laws of any state or other jurisdiction, and is a “restricted security,” and cannot be resold or otherwise transferred unless it is registered under the Securities Act, and registered or qualified under any other applicable securities laws, or an exemption from such registration and qualification is available.

 

(b)       The Holder is acquiring this Note for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part, and no other person has a direct or indirect beneficial interest in this Note or any portion thereof. Further, the Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to this Note for which the Holder is subscribing or any part of thereof.

 

(c)       The Holder has full power and authority to enter into this Note, the execution and delivery of this Note has been duly authorized, and this Note constitutes a valid and legally binding obligation of the Holder.

 

(d)       The Holder is not subscribing for this Note as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to the Holder in connection with investment.

 

(e)       The Holder understands that the Company is under no obligation to register this Note under the Securities Act, or to assist the Holder in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction.

 

(f)       The Holder is (i) experienced in making investments of the kind, (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Note, and the related documents, and (iii) able to afford the entire loss of its investment in this Note.

 

2

 

 

(g)       The Holder has the financial ability to bear the economic risk of its investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to its investment in this Note.

 

(h)       The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in this Note. The Holder is not relying on the Company, or its affiliates or agents, with respect to economic considerations involved in this investment. The Holder has relied solely on its own advisors.

 

(i)        The Holder has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning this Note and the Company and all other information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, and agrees and acknowledges that it has carefully reviewed all of the filings made by the Company.

 

(j)        No representations or warranties have been made to the Holder by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for this Note, the Holder is not relying upon any representations other than those contained herein. The Holder has consulted, to the extent it has deemed appropriate, with its own advisers as to the financial, tax, legal and related matters concerning an investment in this Note and on that basis believes that its investment in this Note is suitable and appropriate for the Holder.

 

(k)       The Holder is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act.

 

ARTICLE III

 

Section 3.01       Representations and Warranties of the Company . The Company hereby acknowledges, represents and warrants to, and agrees with, the Holder as follows:

 

(a)        Organization . The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. The Company has all requisite power to own, operate and lease its business and assets and carry on its business as the same is now being conducted.

 

(b)        Corporate Power and Authority . The Company has all requisite power and authority to enter into and deliver this Note and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Note by the Company and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action and no other action or proceeding on the part of the Company is necessary to authorize the execution, delivery, and performance by the Company of this Note and the consummation by the Company of the transactions contemplated hereby.

 

3

 

 

ARTICLE IV

 

Section 4.01       Events of Default . Upon the occurrence of any of the following events (each, an “ Event of Default ”) (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) an Event of Default shall be deemed to have occurred:

 

(a)       Default in the payment of the Principal Amount on the Maturity Date, which default has not been cured within 10 days after its due date by acceleration or otherwise; or

 

(b)       Default in the payment, when due or declared due, of any interest payment hereunder, which default has not been cured within 10 days after its due date by acceleration or otherwise; or

 

(c)       The Company files for relief under the United States Bankruptcy Code (the “ Bankruptcy Code ”) or under any other state or federal bankruptcy or insolvency law, or files an assignment for the benefit of creditors, or if an involuntary proceeding under the Bankruptcy Code or under any other federal or state bankruptcy or insolvency law is commenced against the Company, and has not been resolved in a period of thirty (30) days after such commencement.

 

Section 4.02       Effect of Default .      Upon the occurrence of an Event of Default as set forth in Section 4.01, the Holder shall have the right to declare the Principal Amount and all interest accrued thereon to be immediately due and payable.

 

ARTICLE V

 

Section 5.01       Notice .           All notices, requests, claims, demands and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given if delivered in person against written receipt, by facsimile transmission, overnight courier prepaid, or mailed by prepaid first class registered or certified mail, postage prepaid, return receipt requested to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section):

 

(i) If to the Company:

 

Hometown International, Inc.

25 E. Grant Street

Woodstown, NJ 08098 

 

4

 

 

(ii) If to the Holder:

 

Benchmark Capital LLC

P. O Box 25064     

Winston Salem, NC 25117

 

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon receipt, (iii) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt, or (iv) if delivered by mail in the manner described above to the address provided in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt.

 

Section 5.02       Governing Law . This Note shall be deemed to be made under and shall be construed in accordance with the laws of the State of New Jersey without giving effect to the principals of conflict of laws thereof.

 

Section 5.03       Severability . The invalidity of any of the provisions of this Note shall not invalidate or otherwise affect any of the other provisions of this Note, which shall remain in full force and effect.

 

Section 5.04       Construction and Joint Preparation . This Note shall be construed to effectuate the mutual intent of the parties. The parties and their counsel have cooperated in the drafting and preparation of this Note, and this Note therefore shall not be construed against any party by virtue of its role as the drafter thereof. No drafts of this Note shall be offered by any party, nor shall any draft be admissible in any proceeding, to explain or construe this Note. The headings contained in this Note are intended for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Note.     

 

Section 5.05       Entire Agreement and Amendments . This Note shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the Company and the Holder. This Note represents the entire agreement between the parties hereto with respect to the subject matter hereof and there are no representations, warranties or commitments, except as set forth herein. This Note may be amended only by an instrument in writing executed by the parties hereto.

 

Section 5.06       Counterparts . This Note may be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed to constitute on instrument.

 

5

 

 

IN WITNESS WHEREOF , with the intent to be legally bound hereby, the Company has executed this Note as of the date first written above.

 

  HOMETOWN INTERNATIONAL, INC.
     
  By: /s/Paul F. Morina
  Name:    Paul F. Morina     
  Title:      President
     
  BENCHMARK CAPITAL LLC
     
  By: /s/James T. Patten
  Name:    James T. Patten     
 

Title:      Manager

 

6

 

Exhibit 31.1

 

HOMETOWN INTERNATIONAL, INC. 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Paul F. Morina, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Hometown International, Inc.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
  (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
  (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By: /s/ Paul F. Morina  

Paul F. Morina

Chief Executive Officer

(Principal Executive Officer)

Date: March 28, 2018

 

 

 

 

Exhibit 31.2

 

HOMETOWN INTERNATIONAL, INC. 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Paul F. Morina, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Hometown International, Inc.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

 

  (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
  (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By: /s/ Paul F. Morina  

Paul F. Morina

Chief Financial Officer

(Principal Financial and Accounting Officer)

Date: March 28, 2018

 

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with this Annual Report on Form 10-K of Hometown International, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

1.       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

By: /s/ Paul F. Morina  

Paul F. Morina

Chief Executive Officer

(Principal Executive Officer)

Date: March 28, 2018

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with this Annual Report on Form 10-K of Hometown International, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

1.       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

By: /s/ Paul F. Morina  

Paul F. Morina
Chief Executive Officer

(Principal Financial and Accounting Officer)

Date: March 28, 2018