RICKY'S BOARD SHOP INC - FORM 10-Q

Attached files

file	filename
EX-32 - RICKY'S BOARD SHOP INC	rbs_ex32.htm
EX-31.1 - RICKY'S BOARD SHOP INC	rbs_ex31-1.htm
EX-31.2 - RICKY'S BOARD SHOP INC	rbs_ex31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2009

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: 333-149405

RICKY’S BOARD SHOP, INC.
(Exact name of registrant as specified in its charter)

Nevada		20-5605395
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9107 N Country Homes Blvd., Suite 1
Spokane, WA 99218-2069		99208
(Address of principal executive offices)		(Zip Code)

(509) 385-3953
(Registrant's telephone number, including area code)

2904 E. Francis
Spokane, WA 99208
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [X] No [ ]

Indicate by check mark whether the Registrant is a large 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 [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

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

Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Common Stock, $0.001 par value	7,905,000 shares
(Class)	(Outstanding as at November 16, 2009)

RICKY’S BOARD SHOP, INC.

Table of Contents

	Page

PART I – FINANCIAL INFORMATION	3
Unaudited Financial Statements	3
Condensed Balance Sheets	4
Condensed Statements of Operations	5
Condensed Statements of Cash Flows	6
Notes to Condensed Financial Statements	7
Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Controls and Procedures	13
PART II – OTHER INFORMATION	15
Unregistered Sales of Equity Securities	15
Defaults Upon Senior Securities	15
Exhibits and Reports on Form 8-K	15
SIGNATURES	16

PART I – FINANCIAL INFORMATION

Unaudited Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission"). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company's Annual Report on Form 10-K, originally filed with the Commission on March 30, 2009.

Ricky’s Board Shop, Inc.

(a Development Stage Company)

Condensed Balance Sheets

	September 30,			December 31,
	2009			2008
	(Unaudited)			(Audited)
Assets

Current assets:
Cash	$	1,016		$	12,797
Inventory		-			2,230
Total current assets		1,016			15,027

Fixed assets, net of accumulated depreciation of $721
and $521 as of 9/30/09 and 12/31/08, respectively		78			278

	$	1,094		$	15,305

Liabilities and Stockholders’ (Deficit)

Current liabilities:
Accounts payable	$	-		$	4,500
Accrued interest		2,894			2,103
Note payable		10,000			10,000
Total current liabilities		12,894			16,603

Stockholders’ (deficit)
Common stock, $0.001 par value, 100,000,000 shares
authorized, 7,905,000 shares issued and outstanding
as of 9/30/09 and 12/31/08, respectively		7,905			7,905
Additional paid-in capital		39,148			39,148
(Deficit) accumulated during development stage		(58,853	)		(48,351	)
		(11,800	)		(1,298	)

	$	1,094		$	15,305

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

Ricky’s Board Shop, Inc.

(a Development Stage Company)

Condensed Statements of Operations

	Three Months Ended						Nine Months Ended						September 19,2006
	September 30,						September 30,						(Inception) to
	2009			2008			2009			2008			September 30, 2009

Revenue	$	-		$	540		$	-		$	540		$	540
Cost of goods sold		-			(545	)		-			(545	)		(545	)

Gross profit		-			(5	)		-			(5	)		(5	)

Expenses:
Depreciation expense		67			67			200			200			721
Executive compensation		-			-			-			-			7,500
General and administrative expenses		2,969			7,177			7,281			24,969			43,250
Total expenses		3,036			7,244			7,481			25,169			51,471

Operating loss		(3,036	)		(7,249	)		(7,481	)		(25,174	)		(51,476	)

Other expenses:
Interest expense		(265	)		(265	)		(791	)		(788	)		(2,917	)
Impairment to inventory		(2,230	)		-			(2,230	)		-			(4,460	)
Total other expenses		(2,495	)		(265	)		(3,021	)		(788	)		(7,377	)

(Loss) before provision for income taxes		(5,531	)		(7,514	)		(10,502	)		(25,962	)		(58,853	)

Provision for income taxes		-			-			-			-			-

Net (loss)	$	(5,531	)	$	(7,514	)	$	(10,502	)	$	(25,962	)	$	(58,853	)

Weighted average number of
common shares outstanding – basic and fully diluted		7,905,000			7,905,000			7,905,000			7,905,000

Net (loss) per share – basic and fully diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

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

Ricky’s Board Shop, Inc.

(a Development Stage Company)

Condensed Statements of Cash Flows

	For the nine months ended						September 19, 2006
	September 30,						(Inception) to
	2009			2008			September 30, 2009
Cash flows from operating activities
Net (loss)	$	(10,502	)	$	(25,962	)	$	(58,853	)
Adjustments to reconcile net (loss) to
net cash (used) by operating activities:
Shares issued for services – related party		-			-			7,500
Amortization of warrants issued for financing costs		-			-			23
Depreciation		200			200			721
Changes in operating assets and liabilities:
Decrease (Increase) in inventory		2,230			(4,460	)		-
(Decrease) Increase in accounts payable		(4,500	)		(425	)		-
Increase in accrued interest		791			788			2,894
Net cash (used) by operating activities		(11,781	)		(29,859	)		(47,715	)

Cash flows from investing activities
Purchase of fixed assets		-			-			(799	)
Net cash provided by investing activities		-			-			(799	)

Cash flows from financing activities
Proceeds received from note payable		-			-			10,000
Donated capital		-			80			130
Issuances of common stock, net		-			-			39,400
Net cash provided by financing activities		-			80			49,530

Net (decrease) increase in cash		(11,781	)		(29,779	)		1,016
Cash – beginning		12,797			44,418			-
Cash – ending	$	1,016		$	14,639		$	1,016

Supplemental disclosures:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

Non-cash transactions:
Shares issued for services – related party	$	-		$	-		$	7,500
Number of shares issued for services – related party		-			-			7,500,000
Amortization of warrants issued for financing costs	$	-		$	-		$	23

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

Ricky’s Board Shop, Inc.

(a Development Stage Company)

Notes to Condensed Financial Statements

Note 1 – Basis of presentation

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2008 and notes thereto included in the Company's annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

Note 2 – History and organization of the company

The Company was organized September 19, 2006 (Date of Inception) under the laws of the State of Nevada as Ricky’s Board Shop, Inc. The Company has limited operations and in accordance with SFAS #7, the Company is considered a development stage company. The Company was initially authorized to issue 100,000,000 shares of its $0.001 par value common stock and 100,000,000 shares of its $0.001 par value preferred stock.

The business of the Company is to sell outdoor sporting goods and equipment via the Internet. The Company has limited operations and in accordance with Statement of Financial Accounting Standards No. 7 (SFAS #7), “Accounting and Reporting by Development Stage Enterprises,” the Company is considered a development stage company.

Note 3 - Going concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company had a net loss of $58,853 and had minimal sales of $540 for the period from September 19, 2006 (inception) to September 30, 2009. The future of the Company is dependent upon its ability to obtain additional financing and upon future profitable operations from the development of its new business opportunities. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.

Note 4 – Impairment of Assets

During the three month period ended September 30, 2009, management conducted a thorough review of the inventory in all of its product lines. As a result, a provision for inventory losses of $2,230 was charged against operations in 2009 to write down inventory to its net realizable value. This was based on the Company’s best estimates of product sales prices and customer demand patterns, and its plans to transition its products. It is at least reasonably possible that the estimates used by the Company to determine its provision for inventory losses will materially different from the actual amounts or results. These differences could result in materially higher than expected inventory provisions, which could have a materially adverse effect on the Company’s results of operations and financial condition in the near term.

Ricky’s Board Shop, Inc.

(a Development Stage Company)

Notes to Condensed Financial Statements

Note 5 – Debt and interest expense

On December 8, 2006, the Company conducted a private offering of debt securities, whereby it secured $10,000 in bridge loan financing from one non-affiliated entity. The aggregate principal amount and interest accrued thereupon was due December 8, 2007, and is currently past due. The note bears an interest rate of 10.5%, calculated annually, and contains no prepayment penalty. During the three months ended September 30, 2009 and 2008, the Company recorded interest expense of $265 and $265, respectively, related to the note payable.

In connection with the debt offering, the note-holder was issued warrants to purchase shares of the Company’s par value common stock. Resultantly, a discount of $23 was attributed to the value of the note, which amount was amortized over a period of 12 months. Through the period ended September 30, 2009, the full amount of $23 has been amortized and recorded as interest expense related to the warrants. See note 6 for additional discussion regarding the issuance of warrants.

Note 6 – Stockholders’ equity

The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock and 100,000,000 shares of its $0.001 par value preferred stock.

On October 26, 2006, an officer and director of the Company donated cash in the amount of $50. The entire amount is considered donated capital and recorded as additional paid-in capital.

On December 27, 2006, the Company issued 7,500,000 shares of its par value common stock as founders’ shares to an officer and director in exchange for services rendered in the amount of $7,500.

On November 26, 2007, the Company issued 405,000 shares of its par value common stock in a private placement offering for total gross cash proceeds in the amount of $40,500. Total offering costs related to this issuance was $1,100.

On July 1, 2008, an officer and director of the Company donated inventory in the amount of $80. The entire amount is considered donated capital and recorded as additional paid-in capital.

As of September 30, 2009, there have been no other issuances of common or preferred stock.

Ricky’s Board Shop, Inc.

(a Development Stage Company)

Notes to Condensed Financial Statements

Note 7 – Warrants and options

On December 8, 2006, the Company issued warrants to purchase shares of the Company’s par value common stock to one non-affiliated entity in conjunction with a bridge loan agreement. The warrant holder was granted the right to purchase 200,000 shares of common stock of the Company for an aggregate purchase price of $22,000 or $0.11 a share. The aggregate fair value of such warrants totaled $23 based on the Black Schoeles Merton pricing model using the following estimates: 6% risk free rate, 100% volatility and expected life of the warrants of approximately 5 years.

The following is a summary of the status of all of the Company’s stock warrants as of the year ended December 31, 2008 and through the nine month period ended September 30, 2009:

	Number Of Shares		Weighted-Average Exercise Price
Outstanding at January 1, 2008		200,000	$	0.11
Granted		0	$	0.00
Exercised		0	$	0.00
Cancelled		0	$	0.00
Outstanding at December 31, 2008		200,000	$	0.11
Granted		0	$	0.00
Exercised		0	$	0.00
Cancelled		0	$	0.00
Outstanding at September 30, 2009		200,000	$	0.11
Options exercisable at December 31, 2008		200,000	$	0.11
Options exercisable at September 30, 2009		200,000	$	0.11

The following tables summarize information about stock warrants outstanding and exercisable at September 30, 2009:

		STOCK WARRANTS OUTSTANDING
Exercise Prices		Number of Shares Outstanding		Weighted-Average Remaining Contractual Life in Years		Weighted- Average Exercise Price
$	0.11		200,000		2.25	$	0.11
			200,000		2.25	$	0.11

		STOCK WARRANTS EXERCISABLE
Exercise Prices		Number of Shares Exercisable		Weighted- Average Exercise Price
$	0.11		200,000	$	0.11
			200,000	$	0.11

As of September 30, 2009, there were no other warrants or options outstanding to acquire any additional shares of common stock.

Ricky’s Board Shop, Inc.

(a Development Stage Company)

Notes to Condensed Financial Statements

Note 8 – Related party transactions

The Company issued 7,500,000 shares of its no par value common stock as founders’ shares to an officer and director in exchange for services rendered in the amount of $7,500.

A shareholder, officer and director of the Company donated $50 in cash to the Company. This amount has been donated to the Company, is not expected to be repaid and is considered additional paid-in capital.

On January 29, 2008, the Company purchased inventory of $4,925 from a company owned and materially controlled by a shareholder, officer and director of the Company.

On July 1, 2008, an officer and director of the Company donated inventory in the amount of $80. The entire amount is considered donated capital and recorded as additional paid-in capital.

The Company does not lease or rent any property. Office services are provided without charge by an officer and director of the Company. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

Note 9 – Subsequent Events

On October 21, 2009, the Board of Directors authorized and a majority of the stockholders of the Company ratified a forward stock split on a fifteen-for-one basis, resulting in a total of fifteen post-split shares for each pre-split share outstanding, payable on November 16, 2009.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report contains forward-looking statements about Ricky’s Board Shop, Inc.’s business, financial condition and prospects that reflect management’s assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, Ricky’s Board Shop’s actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be unable to predict. When used in this Quarterly Report, words such as, "believes,""expects," "intends,""plans,""anticipates,""estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

Management’s Discussion

Ricky’s Board Shop, Inc. was incorporated in the State of Nevada on September 19, 2006. We are a development stage company with the goal of establishing ourselves as an on-line retailer of recreational sports equipment. During the three and nine month periods ended September 30, 2009, we did not generate any revenues from sales of our sporting goods. During the comparable three and nine month periods ended September 30, 2008, our gross revenues were $540, while cost of goods sold was $545, which resulted in a gross loss of $5. We attribute our gross loss to the reduced demand for sporting goods, which is dependent upon consumer discretionary income, which in turn had been on the decline since 2007. Due to economic factors, we were forced to lower sales prices in an effort to generate sales revenues and liquidate inventory. As a result, we sold our products at a price lower than their associated acquisition costs.

We incurred a total of $3,036 in expenses during the three month period ended September 30, 2009, consisting of $67 of depreciation expense related to our computer equipment and $2,969 in general and administrative expenses. During the three months ended September 30, 2009, general and administrative expenses consisted primarily of office expenditures, such as supplies, utilities and bank fees, in the amount of $276, as well as accounting ($1,000) and legal and professional fees ($1,694).

In the comparable three months ended September 30, 2008, we incurred $7,244 in expenses related to $7,177 in general and administrative costs and $67 in depreciation. General and administrative expenses during this period were composed primarily of $6,871 in accounting, legal and professional fees; licenses and permits of $175; and utilities of $131.

Aggregate operating expenses from our inception through September 30, 2009 were $51,471, composed of $721 in depreciation expense, $7,500 in executive compensation paid to Richard Krieger in the form of common stock for services rendered and $43,250 in general and administrative expenses related to the execution of our business plan. No development related expenses have been or will be paid to our affiliates. We expect to continue to incur general and administrative expenses for the foreseeable future, although we cannot estimate the extent of these costs.

During the year 2006, we secured bridge loan financing in the amount of $10,000, from a non-affiliated third-party, in an effort to finance our start-up operations. The loan bears an interest rate of 10.5% per annum, calculated annually. The total amount borrowed, along with any accrued interest, was due December 8, 2007 and is currently past due. In connection with the debt offering, the note holder was issued warrants to purchase 200,000 shares of our common stock. The aggregate purchase price is $22,000, or $0.11 per share. As of the three months ended September 30, 2009 and 2008, interest expense related to the note payable and amortization of the warrants issued for financing costs totaled $265 and $265, respectively. Since our inception to September 30, 2009, we have incurred an aggregate of $2,917 in interest expense.

During the year ended December 31, 2008 and again as of September 30, 2009, our management reviewed current inventory on hand. Based on our management’s estimates of customer demand and the market for similar products, we determined it necessary to write down the inventory to its net realizable value. As a result, we recorded a provision for inventory losses of $2,230 during the three and nine month periods ended September 20, 2009. Total impairment to inventory since our inception to September 30, 2009 is $4,460. We did not record any impairment to inventory during the three and six month periods ended June 30, 2009 and 2008. As a result of the impairment, as of September 30, 2009, we had no saleable inventory on hand.

As a result of our minimal level of revenues and incurring ongoing expenses related to the implementation of our business, we have experienced net losses in all periods since our inception on September 19, 2006. During the three months ended September 30, 2009, our net loss totaled $5,531, compared to a net loss of $7,514 in the comparable three month period ended September 30, 2008. Since our inception, we have accumulated net losses in the amount of $58,853. We anticipate incurring ongoing operating losses and cannot predict when, if at all, we may expect these losses to plateau or narrow. We have not been profitable from our inception through September 30, 2009. There is significant uncertainty projecting future profitability due to our history of losses, lack of revenues, and due to our reliance on the performance of third parties on which we have no direct control.

As of September 30, 2009, we had $1,016 of cash on hand, which our management believes these funds are not sufficient to continue our operations over the next 12 months. Our total current liabilities of $12,894 are greater in comparison to $1,016 of our total current assets. We cannot guarantee that we will be able to satisfy our debt and other financial obligations. Our management expects that we will experience net cash out-flows for the remainder of fiscal year 2009, given developmental nature of our business. We cannot predict the stability of current or projected overhead or that we will generate sufficient revenues to maintain our operations without the need for additional capital.

Our management believes it is imperative that we raise additional capital by issuing either capital stock or debt securities in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. As such, our principal accountants have expressed substantial doubt about our ability to continue as a going concern because we have limited operations and have not fully commenced planned principal operations. If our business fails, our investors may face a complete loss of their investment.

Our management does not anticipate the need to hire additional full- or part- time employees over the next 12 months, as the services provided by our current officers and directors appear sufficient at this time. Our officers and directors work for us on a part-time basis, and are prepared to devote additional time, as necessary. We do not expect to hire any additional employees over the next 12 months.

There are no known trends, events or uncertainties that have had or that are reasonably expected to have a material impact on our revenues from continuing operations.

No development related expenses have been or will be paid to our affiliates.

Our management does not expect to incur research and development costs.

We do not have any off-balance sheet arrangements.

We currently do not own any significant plant or equipment that we would seek to sell in the near future.

We have not paid for expenses on behalf of our directors. Additionally, we believe that this fact shall not materially change.

We currently do not have any material contracts and or affiliations with third parties.

Controls and Procedures

Management’s Report On Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of September 30, 2009, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matter involving internal controls and procedures that our management considered to be a material weakness under the standards of the Public Company Accounting Oversight Board was:

Lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and

The aforementioned material weakness was identified by our Chief Executive Officer in connection with the review of our financial statements as of September 30, 2009. Management believes that the lack of a functioning audit committee did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management’s Remediation Initiatives

In an effort to remediate the identified material weakness and enhance our internal controls, we plan to establish a formal audit committee of the Board of Directors. We are also seeking an at least one additional person to serve as an outside Director, as well as sit on the audit committee, thereby providing oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Changes in internal controls over financial reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

Unregistered Sales of Equity Securities

In December 2006, we issued 7,500,000 shares of our common stock to Richard Krieger, our founding shareholder and an officer and director. This sale of stock did not involve any public offering, general advertising or solicitation. The shares were issued in exchange for services performed by the founding shareholder on our behalf in the amount of $7,500. Mr. Krieger received compensation in the form of common stock for performing services related to the formation and organization of our Company, including, but not limited to, designing and implementing a business plan and providing administrative office space for use by the Company; thus, these shares are considered to have been provided as founder’s shares. Additionally, the services are considered to have been donated, and have resultantly been expensed and recorded as a contribution to capital. At the time of the issuance, Mr. Krieger had fair access to and was in possession of all available material information about our company, as his is the sole officer and director of Ricky’s Board Shop, Inc. The shares bear a restrictive transfer legend. On the basis of these facts, we claim that the issuance of stock to our founding shareholder qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933.

Also in December 2006, we conducted a private offering of debt securities, whereby we secured $10,000 in bridge loan financing from a non-affiliated third-party entity. The aggregate principal amount and interest accrued thereupon was due December 8, 2007, and is currently past due. The note bears an interest rate of 10%, calculated annually. In connection with the debt offering, the note holder was issued warrants to purchase 200,000 shares of our common stock for an aggregate purchase price of $22,000, or $0.11 a share. The securities were issued in reliance upon an exemption from registration contained in Section 4(2) of the Securities Act.

In November 2007, we sold 405,000 shares of our common stock to 24 non-affiliated shareholders. The shares were issued at a price of $0.10 per share for total cash in the amount of $40,500. The shares bear a restrictive transfer legend. This November 2007 transaction (a) involved no general solicitation, (b) involved less than thirty-five non-accredited purchasers and (c) relied on a detailed disclosure document to communicate to the investors all material facts about Ricky’s Board Shop, Inc., including an audited balance sheet, statements of income, changes in stockholders’ equity and cash flows. Each purchaser was given the opportunity to ask questions of us. Thus, we believe that the offering was exempt from registration under Regulation D, Rule 505 of the Securities Act of 1933, as amended.

Defaults Upon Senior Securities

On December 8, 2006, we secured bridge loan financing of $10,000 at a rate of 10.5% per annum. The loan was due in December 2007, and is currently in default. We recorded total interest expense in the amount of $2,917 through September 30, 2009. We cannot predict when, if ever, we will be able to remedy this debt obligation in full.

Exhibits and Reports on Form 8-K

Exhibit Number	Name and/or Identification of Exhibit

3	Articles of Incorporation & By-Laws

	(a) Articles of Incorporation *

	(b) By-Laws *

31	Rule 13a-14(a)/15d-14(a) Certifications

	(a) Richard S. Krieger

	(b) Kandice Krieger

32	Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)

* Incorporated by reference herein filed as exhibits to the Company’s Registration Statement on Form S-1 previously filed with the SEC on February 27, 2008, and subsequent amendments made thereto.

SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RICKY’S BOARD SHOP, INC.
(Registrant)

Signature	Title	Date

/s/ Richard S. Krieger	President and	November 16, 2009
Richard S. Krieger	Chief Executive Officer

/s/ Kandice Krieger	Chief Financial Officer	November 16, 2009
Kandice Krieger

/s/ Kandice Krieger	Chief Accounting Officer	November 16, 2009
Kandice Krieger

RICKY'S BOARD SHOP INC - FORM 10-Q - November 16, 2009

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