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EX-31 - EX-31.1 SECTION 302 CERTIFICATION - PB Capital International, Incpbcapital10q043011ex311.htm
EX-32 - EX-32.1 SECTION 906 CERTIFICATION - PB Capital International, Incpbcapital10q043011ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


   X  .

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

For the quarter ended April 30, 2011


       .

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


For the transition period from _______________ to ________________


Commission File No. 000-53768


PB CAPITAL INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware

26-0632925

(State or other jurisdiction of

(IRS Employer

incorporation or organization)

Identification No.)


319 Clematis Street, Suite 703

West Palm Beach, FL. 33401

(Address of principal executive offices) (Zip code)


(561) 514-9042

(Registrant's telephone number including area code)


(Former name, address and fiscal year)


Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes   X  . No      .


Indicate by a check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


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      .


Number of shares of common stock outstanding at June 13, 2011: 2,000,000











TABLE OF CONTENTS


 

 

Page

 

PART I

 

Item 1.

Financial Statements

3

Item 2.

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

10

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

11

Item 4T

Controls and Procedures

11

 

PART II

 

Item 1.

Legal Proceedings

12

Item 1A.

Risk Factors

12

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

12

Item 3.

Defaults Upon Senior Securities

12

Item 4.

Submission of Matters to a Vote of Security Holders

12

Item 5.

Other Information

12

Item 6.

Exhibits

12

 

 

SIGNATURES

13





2




PB CAPITAL INTERNATIONAL, INC.

(A DEVELOPMENTAL STAGE COMPANY)

UNAUDITED BALANCE SHEETS

AS OF APRIL 30, 2011 AND JULY 31, 2010

 

 

 

 

 

 

 

April 30, 2011

 

July 31, 2010

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$

10

$

10

 

 

 

 

 

 

 

 

 

 

 

 

Total current assets

 

10

 

10

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

$

10

$

10

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and accrued expenses

 

4,279

 

2,779

 

Note payable

 

 

1,250

 

-

 

 

 

Total current liabilities

 

5,529

 

2,779

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

5,529

 

2,779

 

 

 

 

 

 

 

 

 

Shareholders’ deficit:

 

 

 

 

 

Preferred stock, $.0001 par value; 20,000,000 shares authorized,

 

 

 

 

 

 

none issued and outstanding

 

 

 

Common stock, $.0001 par value, 250,000,00 shares authorized;

 

 

 

 

 

 

2,000,000 (April) and 2,125,000 (July)issued and outstanding

 

200

 

212

 

Additional paid in capital

 

0

 

1,238

 

Deficit accumulated during development stage

 

(5,719)

 

(4,219)

 

 

 

 

 

 

 

 

 

 

 

 

Total shareholders' deficit

 

(5,519)

 

(2,769)

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders' deficit

$

10

$

10





3




PB CAPITAL INTERNATIONAL, INC.

 

(A DEVELOPMENTAL STAGE COMPANY)

 STATEMENT OF OPERATIONS (UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended April 30,

 

Nine Months Ended April 30,

 

Period from July 27, 2009 (inception to April 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

$

$

$

$

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

  General and administrative

 

 

500

 

500

 

1,500

 

3,500

 

5,719

  Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

 

(500)

 

(500)

 

(1,500)

 

(3,500)

$

(5,719)

 

NET LOSS PER SHARE:

 

 

 

 

 

 

 

 

 

 

 

 BASIC AND DILUTED

 

$

(0.01)

$

(0.01)

$

(0.01)

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES OUTSTANDING:

 

 

 

 

 

 

 

 

 

 

 

 BASIC AND DILUTED

 

 

2,040,441

 

2,125,000

 

2,000,000

 

2,120,404

 

 





4




PB CAPITAL INTERNATIONAL, INC

(A DEVELOPMENTAL STAGE COMPANY)

STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT (UNAUDITED)

FROM JULY 27, 2009 (inception) THROUGH APRIL 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

Additional

 

During

Total

 

 

 

Common stock

 

paid-in

 

Development

stockholders'

 

 

 

Shares

Amount

 

capital

 

Stage

deficit

 

 

 

 

 

 

 

 

 

 

 

 

July 28, 2009 (inception) shares issued for cash

2,000,000

$

200

$

-

$

-

$

200

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period ending July 31, 2009

-

 

-

 

-

 

(219)

 

(219)

 

 

 

 

 

 

 

 

 

 

 

 

Balances, July 31, 2009

2,000,000

 

200

 

-

 

(219)

 

(19)

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock from private placement

125,000

 

12

 

1,238

 

-

 

1,250

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period ending July 31, 2010

-

 

-

 

-

 

(4,000)

 

(4,000)

 

 

 

 

 

 

 

 

 

 

 

 

Balances April 30, 2010

2,125,000

 

212

 

1,238

 

(4,219)

 

(2,769)

 

 

 

 

 

 

 

 

 

 

 

 

Note issuance in echange for cancelled shares

(125,000)

 

(12)

 

(1,238)

 

-

 

(1,250)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period ending April 30, 2011

-

 

-

 

-

 

(1,500)

 

(1,500)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,000,000

$

200

$

-

$

(5,719)

$

(5,519)





5




STATEMENT OF CASH FLOWS (unaudited)

 

NINE MONTHS ENDED april 30, 2011 and 2010

FROM JULY 27, 2009 (INCEPTION) THROUGH APRIL 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period from

 

 

 

 

Nine Months Ended April 30,

 

 

July 27,2009

 

 

 

 

 

 

 

 

 

 

(inception) to

 

 

 

 

2011

 

 

2010

 

 

 April 30, 2011

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net loss

$

(1,500)

 

$

(3,500)

 

$

(5,719)

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income

(loss) to net cash used in operating

 

 

 

 

 

 

 

activities:

 

 

 

 

 

 

 

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Increase  in accounts payable and accrued expenses

 

1,500

 

 

2,060

 

 

4,279

Net cash used in operating activities

 

-

 

 

(1,440)

 

 

(1,440)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

-

 

 

-

 

 

-

Net cash used in investing activities

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

-

 

 

-

 

 

200

 

Proceeds from issuance of notes payable

 

 

 

 

1,250

 

 

1,250

Net cash provided by financing activities

 

-

 

 

1,250

 

 

1,450

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

-

 

 

(190)

 

 

10

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

10

 

 

200

 

 

-

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

$

10

 

$

10

 

$

10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

Cash paid during the year for interest

$

-

 

$

-

 

$

-

 

Cash paid during the year for taxes

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 





6



PB Capital International, Inc.

(A Developmental Stage Company)

Notes to Financial Statements

For the Nine Months Ended April 30, 2011




NOTE 1.   ORGANIZATION AND DESCRIPTION OF BUSINESS


PB Capital International, Inc. (the “Company”) was incorporated under the laws of the State of Delaware on July 27, 2009 and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.


NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation - Development Stage Company


The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company” as set forth by the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic No. 915. Among the disclosures required are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.


Accounting Method


The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on July 31.


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.


Cash Equivalents


The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.


Income Taxes


Income taxes are provided in accordance with ASC Topic No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. There were no current or deferred income tax expenses or benefits due to the Company not having any material operations for the period ended April 30, 2011.




7



PB Capital International, Inc.

(A Developmental Stage Company)

Notes to Financial Statements

For the Nine Months Ended April 30, 2011




NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Basic Earnings (Loss) per Share


The Company follows the provisions of ASC Topic 260, Earnings Per Share, requiring the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted these provisions effective July 27, 2009 (inception).


Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.


STOCK-BASED COMPENSATION


The Company recognizes the services received or goods acquired in a share-based payment transaction as services are received or when it obtains the goods as an increase in equity or a liability, depending on whether the instruments granted satisfy the equity or liability classification criteria [FAS-123(R), par.5].


A share-based payment transaction with employees is measured base on the fair value (or, in some  cases, a calculated or intrinsic value) of the equity instrument issued. If the fair value of goods or  services received in a share- based  payment  with non-employees is more reliably measurable  than  the  fair value of the equity instrument issued, the fair value of the goods or services received shall be used  to  measure  the  transaction. Conversely, if the fair value  of  the  equity instruments issued in a share-based payment  transaction with non-employees  is  more  reliably  measurable  than  the fair value of the consideration received, the transaction is measured at the  fair  value  of the equity instruments issued [FAS-123(R), par.7].


The cost of services received from employees in exchange for awards of share- based compensation  generally is measured  at  the  fair  value of the equity instruments issued or at the fair value of the liabilities incurred.  The fair value of the liabilities incurred in share-based transactions with employees is remeasured at the end of each reporting period until settlement [FAS-123(R),par.10].


Share-based payments awarded  to  an  employee  of  the  reporting  entity by a related  party or other holder of an economic  interest  in the entity as compensation  for services provided to the entity are share-based  transactions to be accounted  for  under  FAS-123(R)  unless  the  transfer is clearly for a purpose  other  than  compensation  for services to the reporting  entity.  The substance of such a transaction is that  the  economic  interest holder makes a capital  contribution to the reporting entity and that entity  makes  a  share- based payment  to  its  employee in exchange for services rendered [FAS-123(R), par.11].


Impact of New Accounting Standards


The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.



8



PB Capital International, Inc.

(A Developmental Stage Company)

Notes to Financial Statements

For the Nine Months Ended April 30, 2011




NOTE 3.    GOING CONCERN


The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.


NOTE 4.   STOCKHOLDER’S EQUITY


Upon formation, the Board of Directors issued 2,000,000 shares of common stock for $200 or $0.0001 (the par value) per share to the founding shareholders of the Company to fund organizational and start-up costs.


The stockholders’ equity section of the Company contains the following classes of capital stock as of April 30, 2011


 

Common stock, $ 0.0001 par value: 250,000,000 shares authorized; 2,000,000 shares issued and outstanding

 

Preferred stock, $ 0.0001 par value: 20,000,000 shares authorized; none issued and outstanding.


On October 28, 2010 the Company was notified that the individual who previously purchased 125,000 shares of common stock was cancelling their subscription agreement as the Company had not delivered the certificate representing the shares purchased. The individual and the Company have entered into a promissory note for $12,500, due on demand with an annual interest rate of 10%.





9





ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company.  The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the "business combination").  In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.  No assurances can be given that the Company will be successful in locating or negotiating with any target business.


The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.


In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.


It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws.  In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter.  If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination.  The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance.


The Company will participate in a business combination only after the negotiation and execution of appropriate agreements.  Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings.  Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms.  Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.



10






ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk.


Information not required to be filed by Smaller reporting companies.


ITEM 4T.  Controls and Procedures.


Disclosures and Procedures


Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules.  This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company's principal executive officer (who is also the principal financial officer).


Based upon that evaluation, he believes that the Company's disclosure controls and procedures are effective in gathering; analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely.  The principal executive officer is directly involved in the day-to-day operations of the Company.


This Quarterly 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 Quarterly Report.


Changes in Internal Controls


There was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.




11






PART II -- OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS


There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.


ITEM 1.A.  RISK FACTORS


Refer to our “Risk Factors” in our Registration Statement on Form 10-12G/A filed October 2, 2009 (SEC File Number  000-53768) on the website at www.sec.gov


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


None.


ITEM 5.  OTHER INFORMATION


None.


ITEM 6.  EXHIBITS


(a)

Exhibits


31.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


32.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




12





SIGNATURES


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



 

PB CAPITAL INTERNATIONAL, INC.

 

 

 

 

 

By: /s/ Henry Fong                   

 

Principal Executive Officer and

 

Principal Financial Officer


Dated:   June 14, 2011




13