Attached files
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
x Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 2011
or
o Transition Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Commission file number: 000-52678
NB MANUFACTURING, INC.
(Exact name of registrant as specified in its charter)
|
Nevada
|
20-0853320
|
|
|
(State of incorporation)
|
(I.R.S. Employer Identification Number)
|
3410 W. Glendale Ave, Suite D
Phoenix, AZ 85051
(Address of principal executive offices)
(602) 246-9156
(Issuer’s telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES x NO o
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 shorter period that the registrant was required to submit and post such file).
YES o NO o
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 | o | Accelerated filer | o |
| Non-accelerated filer | o | 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 o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 1, 2011 the Company had 1,400,028 shares of its $0.0001 par value common stock issued and outstanding.
Table of Contents
|
Page No.
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|||
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PART I – FINANCIAL INFORMATION
|
|||
|
Item 1.
|
|||
|
September 30, 2011 (unaudited) and December 31, 2010
|
1
|
||
|
Three Months Ended September 30, 2011 and 2010 and Nine Months Ended September 30, 2011 and 2010 and from September 19, 2001 (date of inception) through September 30, 2011 (unaudited)
|
2
|
||
|
Nine Months Ended September 30, 2011 and 2010 and from September 19, 2001 (date of inception) through September 30, 2011 (unaudited)
|
3
|
||
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4
|
|||
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Item 2.
|
8
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||
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Item 3.
|
9
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||
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Item 4.
|
9
|
||
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PART II – OTHER INFORMATION
|
|||
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Item 1.
|
10
|
||
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Item 2.
|
10
|
||
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Item 3.
|
10
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||
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Item 4.
|
10
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||
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Item 5.
|
10
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||
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Item 6.
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10
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||
Item 1 – CONDENSED INTERIM FINANCIAL STATEMENTS
NB MANUFACTURING, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
|
September 30,
2011
|
December 31,
2010
|
|||||||
|
(unaudited)
|
(audited)
|
|||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash
|
$
|
-
|
$
|
478
|
||||
|
Total current assets
|
478
|
|||||||
|
Total assets
|
$
|
-
|
$
|
478
|
||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
||||||||
|
Accounts payable
|
$
|
-
|
$
|
425
|
||||
|
Accounts payable - related party
|
-
|
41,120
|
||||||
|
Accrued interest - related party
|
-
|
4,789
|
||||||
|
Notes payable - related party
|
-
|
45,400
|
||||||
|
Total current liabilities
|
-
|
91,734
|
||||||
|
SHAREHOLDERS’ EQUITY (DEFICIT)
|
||||||||
|
Preferred stock, authorized 10,000,000 shares, $.0001 par value, none issued or outstanding
|
-
|
|||||||
|
Common stock, authorized 60,000,000 shares, $.0001 par value, 1,400,028 issued and outstanding
|
140
|
140
|
||||||
|
Additional paid in capital
|
187,462
|
73,827
|
||||||
|
Accumulated (deficit) during development stage
|
(187,602
|
)
|
(165,223
|
)
|
||||
|
Total shareholders’ equity (deficit)
|
-
|
(91,256
|
)
|
|||||
|
Total liabilities and shareholders’ equity (deficit)
|
$
|
-
|
$
|
478
|
||||
See notes to condensed financial statements (unaudited).
NB MANUFACTURING, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
|
For the
Three Months
Ended
September 30, 2011
|
For the
Three Months
Ended
September 30, 2010
|
For the
Nine Months
Ended
September 30, 2011
|
For the
Nine Months
Ended
September 30, 2010
|
For the Period September 19, 2001
(Date of Inception) through
September 30, 2011
|
||||||||||||||||
|
Revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
|
Operating expenses:
|
||||||||||||||||||||
|
Accounting fees
|
1,650
|
1,550
|
7,200
|
7,000
|
46,800
|
|||||||||||||||
|
Legal fees
|
635
|
275
|
1,405
|
1,186
|
21,456
|
|||||||||||||||
|
Shareholder relations
|
1,853
|
970
|
3,058
|
2,144
|
22,198
|
|||||||||||||||
|
General and administrative expense, related party
|
-
|
4,500
|
9,000
|
13,500
|
85,500
|
|||||||||||||||
|
Other general and administrative expense
|
-
|
-
|
26
|
3,535
|
||||||||||||||||
|
Total operating expenses
|
4,138
|
7,295
|
20,663
|
23,856
|
179,489
|
|||||||||||||||
|
Net (loss) from operations
|
(4,138
|
)
|
(7,295
|
)
|
(20,663
|
)
|
(23,856
|
)
|
(179,489
|
)
|
||||||||||
|
Other (expense)
|
-
|
|||||||||||||||||||
|
Loan fee - related party
|
-
|
(1,000
|
)
|
|||||||||||||||||
|
Interest expense - related party
|
-
|
(732
|
)
|
(1,716
|
)
|
(1,993
|
)
|
(7,113
|
)
|
|||||||||||
|
Total other (expense)
|
-
|
(732
|
)
|
(1,716
|
)
|
(1,993
|
)
|
(8,113
|
)
|
|||||||||||
|
Net (loss)
|
$
|
(4,138
|
)
|
$
|
(8,027
|
)
|
$
|
(22,379
|
)
|
$
|
(25,849
|
)
|
$
|
(187,602
|
)
|
|||||
|
Net (loss) per common share
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
$
|
(.02
|
)
|
||||||||
|
Weighted average number of common shares outstanding
|
1,400,028
|
1,400,028
|
1,400,028
|
1,400,028
|
||||||||||||||||
See notes to condensed financial statements (unaudited).
NB MANUFACTURING, INC.
(A Development Stage Company)
|
For the
Nine Months
Ended
September 30, 2011
|
For the
Nine Months
Ended
September 30, 2010
|
For the Period September 19, 2001 (Date of Inception) through
September 30, 2011
|
||||||||||
|
Cash flows from operating activities:
|
||||||||||||
|
Net (loss)
|
$
|
(22,379
|
)
|
$
|
(25,849
|
)
|
$
|
(187,602
|
)
|
|||
|
Adjustments to reconcile:
|
||||||||||||
|
Expenses paid by stockholders and donated to the company
|
1,035
|
-
|
24,002
|
|||||||||
|
Accounts payable
|
(425
|
)
|
(961
|
)
|
-
|
|||||||
|
Accounts payable, related party
|
9,000
|
13,500
|
50,120
|
|||||||||
|
Stock issued for loan fee
|
-
|
1,000
|
||||||||||
|
Accrued interest
|
1,716
|
1,993
|
6,505
|
|||||||||
|
Net cash (used) in operating activities
|
(11,053
|
)
|
(11,317
|
)
|
(105,975
|
)
|
||||||
|
Cash flow from investing activities
|
-
|
-
|
-
|
|||||||||
|
Cash flow from financing activities:
|
-
|
-
|
-
|
|||||||||
|
Advances from related party
|
3,075
|
-
|
11,075
|
|||||||||
|
Proceeds from shareholder loan
|
7,500
|
10,700
|
52,900
|
|||||||||
|
Repayment of related party advances
|
-
|
-
|
(8,000
|
)
|
||||||||
|
Sale of Common Stock
|
-
|
-
|
50,000
|
|||||||||
|
Net cash provided from financing activities
|
10,575
|
10,700
|
105,975
|
|||||||||
|
NET INCREASE IN CASH
|
(478
|
)
|
(617
|
)
|
-
|
|||||||
|
CASH, BEGINNING OF THE PERIOD
|
478
|
831
|
-
|
|||||||||
|
CASH AND CASH EQUIVALENTS, END OF THE PERIOD
|
$
|
-
|
$
|
214
|
-
|
|||||||
|
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
|
||||||||||||
|
Expenses paid by stockholders and donated to the company
|
$
|
1,035
|
$
|
-
|
$
|
24,002
|
||||||
|
Debt forgiven by related parties
|
$
|
109,525
|
$
|
-
|
$
|
109,525
|
||||||
|
SUPPLEMENTAL CASH FLOW
|
||||||||||||
|
Cash paid for interest
|
$
|
-
|
$
|
-
|
$
|
608
|
||||||
|
Cash paid for income taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Stock issued for loan fee
|
$
|
-
|
$
|
-
|
$
|
1,000
|
||||||
See notes to condensed financial statements (unaudited).
NB MANUFACTURING, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
NB Manufacturing, Inc. (the “Company”) was incorporated on September 19, 2001 in the state of Nevada as a stipulation in the Final Decree in Bankruptcy of New Bridge Products, Inc. The creditors of New Bridge Products, Inc. received 1,000,028 shares of NB Manufacturing, Inc. and warrants to purchase an additional 6,000,168 shares on September 26, 2002 in final payment of the funds they were owed from New Bridge Products, Inc. The warrants had various expiration dates which had been extended by the Company to expire on December 31, 2008. None of the warrants were exercised by December 31, 2008 and therefore have
expired. The original purpose of the Company was to provide manufacturing services related to the business of New Bridge Products, Inc.
The Company currently has no operations and since its inception on September 19, 2001 is considered a development stage enterprise. The Company intends to evaluate structure and complete a merger with, or acquisition of, prospects consisting of private companies, partnerships or sole proprietorships.
Summary of Accounting Basis of Presentation
The condensed interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. 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 made are adequate to make the information presented not misleading. The condensed interim financial statements and notes thereto should be read in conjunction with the financial statements and the notes
thereto, included in the Company’s Annual Report to the Securities and Exchange Commission for the fiscal year ended December 31, 2010, filed on Form 10-K on March 16, 2011.
In the opinion of management, all adjustments necessary to summarize fairly the financial position and results of operations for such periods in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. The results of operations for the most recent interim period are not necessarily indicative of the results to be expected for the full year.
Certain prior period amounts have been reclassified to conform to current period presentation.
Cash
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests.
Development Stage Company
The Company is in the development stage and has not yet realized any revenues from its planned operations. The Company’s business plan is to evaluate structure and complete a merger with, or acquisition of, prospects consisting of private companies, partnerships or sole proprietorships.
Based upon the Company’s business plan, it is a development stage enterprise. Accordingly, the Company presents its financial statements in conformity with the accounting principles generally accepted in the United States of America that apply in establishing operating enterprises. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Management believes that the estimates utilized in the preparation of financial statements are prudent and reasonable. Actual results could differ from these estimates.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.
The Company’s development activities since inception have been financially sustained through stockholder donations to the Company, sales of the Company’s common stock and loans by related parties.
The ability of the Company to continue as a going concern is dependent upon its ability to find a suitable acquisition/merger candidate, raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.
The Company’s ability to continue as a going concern is subject to obtaining necessary funding from outside sources.
Recent Accounting Pronouncements
In January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. 2) Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements
(that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing
disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. These disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU, however, the Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
In February 2010, FASB issued ASU No. 2010-9 –Amendments to Certain Recognition and Disclosure Requirements. This update addresses certain implementation issues related to an entity’s requirement to perform and disclose subsequent-events procedures, removes the requirement that public companies disclose the date of their financial statements in both issued and revised financial statements. According to the FASB, the revised statements include those that have been changed to correct an error or conform to a retrospective application of U.S. GAAP. The amendment is effective for interim and annual reporting periods in fiscal
year ending after June 15, 2010. The Company does not expect the adoption of this ASU to have a material impact on the Company’s consolidated financial statements.
In December 2010, the FASB issued Accounting Standards Update No. 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations (Topic 805)—Business Combinations (ASU 2010-29) , to improve consistency in how the pro forma disclosures are calculated. Additionally, ASU 2010-29 enhances the disclosure requirements and requires description of the nature and amount of any material, nonrecurring pro forma adjustments directly attributable to a business combination. ASU 2010-29 is effective for us in fiscal 2011 and should be applied prospectively to
business combinations for which the acquisition date is after the effective date. Early adoption is permitted. We do not expect the adoption of ASU 2010-29 to have a material impact on our condensed consolidated financial statements.
In May, 2011, The FASB issued ASU 2011-4, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. The objective of this amendment is to achieve common fair value measurement and disclosure requirements in U.S GAAP and IFRS. This amendment is to ensure that fair value has the same meaning in U.S. GAAP and IFRS and that their respective fair value measurement and disclosure requirements are the same. This guidance is effective for the first quarter of 2012. The Company does not expect that this authoritative guidance will have any material effect on the Company’s financial
statements.
The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.
NOTE 2 - SHAREHOLDERS’ EQUITY (DEFICIT)
There have been no stock issuances during the nine months ended September 30, 2011 and during the year ended December 31, 2010. As of September 30, 2011, there are no options or warrants outstanding.
NOTE 3 – NOTES AND ACCOUNTS PAYABLE - RELATED PARTIES
On July 10, 2008, the Company entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”) with the Lazzeri Family Trust (the “Lender”) whose Trustee is Robert Lazzeri to borrow up to $250,000, evidenced by an unsecured Revolving Loan Note (the “Revolving Loan Note”) dated July 10, 2008. Mr. Lazzeri was previously an executive officer and director of the Company. All amounts borrowed pursuant to the Revolving Credit Agreement accrue interest at 7% per annum and all principal and accrued but unpaid interest is payable in full on demand of the Lender. The Revolving Credit Agreement does not
obligate the Lender to make any loans but any loans made by the Lender to the Company, up to the outstanding principal balance of $250,000, will be subject to the terms of the Revolving Credit Agreement and Revolving Loan Note. In connection with and as a loan fee for the foregoing unsecured credit facility, Lender received 200,000 unregistered shares of the Company’s common stock shares valued at $1,000. On July 12, 2011, Jack D. Kelley and Associates, Inc., the Lazzeri Family Trust, Mathis Family Partners, Underwood Family Partners and Battersea Capital, Inc., the owners, collectively of 1,207,300 shares of the Registrant’s common stock (approximately 86.2%), sold an aggregate of 1,189,190 of those shares to the following parties, in equal amounts: Larry Eiteljorg, Azul Dia, Inc., Beaux Beaux Partnership and Rocky Global Enterprises, Ltd. (the
“Buyers”) – all resulting in a change of control in the Company. In connection with the sale of its shares, the Lender agreed to release and discharge the Company from the outstanding principal balance of $25,200 in addition to the $3,608 accrued interest balance as well as any and all other claims as of the release date. The principal and accrued interest balances were written off by the Company and recorded as additional paid in capital. As of September 30, 2011 both the principal and accrued interest balances were zero.
On May 5, 2009, the Company entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”) with the Mathis Family Partners, Ltd and EARNCO MPPP (the “Lender”), companies controlled by a stockholder of the Company to borrow up to $50,000, evidenced by an unsecured Revolving Loan Note (the “Revolving Loan Note”) dated May 5, 2009. All amounts borrowed pursuant to the Revolving Credit Agreement accrue interest at 7% per annum and all principal and accrued but unpaid interest is payable in full on demand of the Lender. The Revolving Credit Agreement does not obligate
the Lender to make any loans but any loans made by the Lender to the Company, up to the outstanding principal balance of $50,000, will be subject to the terms of the Revolving Credit Agreement and Revolving Loan Note. On July 12, 2011, Jack D. Kelley and Associates, Inc., the Lazzeri Family Trust, Mathis Family Partners, Underwood Family Partners and Battersea Capital, Inc., the owners, collectively of 1,207,300 shares of the Registrant’s common stock (approximately 86.2%), sold an aggregate of 1,189,190 of those shares to the following parties, in equal amounts: Larry Eiteljorg, Azul Dia, Inc., Beaux Beaux Partnership and Rocky Global Enterprises, Ltd. (the “Buyers”) – all resulting in a change in control of the Company. In connection with the sale of its shares, the Lender agreed to release and discharge the Company from the
outstanding principal balance of $27,700 in addition to the $2,897 accrued interest balance as well as any and all other claims as of the release date. The principal and accrued interest balances were written off by the Company and recorded as additional paid in capital. As of September 30, 2011 both the principal and accrued interest balances were zero.
During the current fiscal year, the Company maintained an accounts payable balance due a related party. In connection with the sale of shares referred to above, the related party agreed to release and discharge the Company from all amounts owed. As a result, the $50,120 accounts payable due related party was written off and recorded as additional paid in capital. As of September 30, 2011 the accounts payable due related party balance was zero.
NOTE 4 – FAIR VALUE MEASUREMENTS
The Company adopted ASC Topic 820-10 at the beginning of 2009 to measure the fair value of certain of its financial assets required to be measured on a recurring basis. The adoption of ASC Topic 820-10 did not impact the Company’s financial condition or results of operations. ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). ASC
Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability. The three levels of the fair value hierarchy under ASC Topic 820-10 are described below:
Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.
Level 2 – Valuations based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
Level 3 – Valuations based on inputs that are supportable by little or no market activity and that are significant to the fair value of the asset or liability.
The Company has no level 3 assets or liabilities.
The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of September 30, 2011:
|
Level 1
|
Level 2
|
Level 3
|
Fair Value
|
|||||||||||||
|
Cash
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
|
Accounts payable
|
-
|
-
|
-
|
-
|
||||||||||||
|
Accrued interest
|
-
|
-
|
-
|
-
|
||||||||||||
|
Notes payable
|
-
|
-
|
-
|
-
|
||||||||||||
The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of December 31, 2010:
|
Level 1
|
Level 2
|
Level 3
|
Fair Value
|
|||||||||||||
|
Cash
|
$
|
478
|
$
|
-
|
$
|
-
|
$
|
478
|
||||||||
|
Accounts payable
|
-
|
41,545
|
-
|
41,545
|
||||||||||||
|
Accrued interest
|
-
|
4,789
|
-
|
4,789
|
||||||||||||
|
Notes payable
|
-
|
45,400
|
-
|
45,400
|
||||||||||||
NOTE 5 – SUBSEQUENT EVENTS
The Company has evaluated all subsequent events through the time of filing this Annual Report on Form 10-K and has concluded that there are no significant subsequent events requiring recognition or disclosure in these consolidated financial statements.
Item 2 – MANAGEMENT’S DISCUSSION AND ANAYLSIS OR PLAN OF OPERATION
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this report include "forward-looking statements" within the meaning of such term in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which could cause actual financial or operating results, performances or achievements expressed or implied by such forward-looking statements not to occur or be realized. Such forward-looking statements generally are based on our best estimates of future results, performances or achievements, predicated upon current conditions and the most recent results of the companies
involved and their respective industries. Forward-looking statements may be identified by the use of forward-looking terminology such as "may," "can," "will," "could," "should," "project," "expect," "plan," "predict," "believe," "estimate," "aim," "anticipate," "intend," "continue," "potential," "opportunity" or similar terms, variations of those terms or the negative of those terms or other variations of those terms or comparable words or expressions.
Readers are urged to carefully review and consider the various disclosures made by us in this Quarterly Report on Form 10-Q and our Form 10-K for the fiscal year ended December 31, 2010 and our other filings with the U.S. Securities and Exchange Commission. These reports and filings attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this Form 10-Q speak only as of the date hereof and we disclaim any obligation to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or
future events.
Results of Operations
For the three months ended September 30, 2011 compared to the three months ended September 30, 2010
Revenue. No operating revenues were generated during the three months ended September 30, 2011 and September 30, 2010.
Operating Expenses. Total operating expenses were $4,138 and $7,295, respectively for the three months ended September 30, 2011 and for the three months ended September 30, 2010. Operating expenses consist of professional, general and administrative expenses.
Other Expenses. Total other expenses were zero and $732, respectively and for the three months ended September 30, 2011 and for the three months ended September 30, 2010. Other expenses consist of interest expense incurred in connection with the Revolving Credit Agreement.
For the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010
Revenue. No operating revenues were generated during the nine months ended September 30, 2011 and September 30, 2010.
Operating Expenses. Total operating expenses were $20,663 and $23,856, respectively for the nine months ended September 30, 2011 and for the nine months ended September 30, 2010. Operating expenses consist of professional, general and administrative expenses.
Other Expenses. Total other expenses were $1,716 and $1,993, respectively and for the nine months ended September 30, 2011 and for the nine months ended September 30, 2010. Other expenses consist of interest expense incurred in connection with the Revolving Credit Agreement.
Liquidity and Capital Resources
As of September 30, 2011, we had no cash or cash equivalents and we had no working capital.
On July 10, 2008, we entered into a Revolving Credit Agreement with the Lazzeri Family Trust whose Trustee is Robert Lazzeri, previously our President and a member of our board of directors, to borrow up to $250,000, evidenced by an unsecured Revolving Loan Note. All amounts borrowed pursuant to the Revolving Credit Agreement accrue interest at 7% per annum and all principal and accrued but unpaid interest is payable in full on demand. On July 12, 2011, Jack D. Kelley and Associates, Inc., the Lazzeri Family Trust, Mathis Family Partners, Underwood Family Partners and Battersea Capital, Inc., the owners, collectively of 1,207,300 shares of the
Registrant’s common stock (approximately 86.2%), sold an aggregate of 1,189,190 of those shares to the following parties, in equal amounts: Larry Eiteljorg, Azul Dia, Inc., Beaux Beaux Partnership and Rocky Global Enterprises, Ltd. (the “Buyers”). In connection with the sale of its shares, the Lender agreed to release and discharge the Company from the outstanding principal balance of $25,200 in addition to the $3,608 accrued interest balance as well as any and all other claims as of the release date. The principal and accrued interest balances were written off by the Company and recorded as additional paid in capital. As of September 30, 2011 both the principal and accrued interest balances were zero.
On May 5, 2009 we entered into a Revolving Credit Agreement with Mathis Family Partners, Ltd and EARNCO MPPP, companies controlled by one of our stockholders, to borrow up to $50,000, evidenced by an unsecured Revolving Loan Note. All amounts borrowed pursuant to the Revolving Credit Agreement accrue interest at 7% per annum and all principal and accrued but unpaid interest is payable in full on demand. On July 12, 2011, Jack D. Kelley and Associates, Inc., the Lazzeri Family Trust, Mathis Family Partners, Underwood Family Partners and Battersea Capital, Inc., the owners, collectively of 1,207,300 shares of the Registrant’s common stock
(approximately 86.2%), sold an aggregate of 1,189,190 of those shares to the following parties, in equal amounts: Larry Eiteljorg, Azul Dia, Inc., Beaux Beaux Partnership and Rocky Global Enterprises, Ltd. (the “Buyers”). In connection with the sale of its shares, the Lender agreed to release and discharge the Company from the outstanding principal balance of $27,700 in addition to the $2,897 accrued interest balance as well as any and all other claims as of the release date. The principal and accrued interest balances were written off by the Company and recorded as additional paid in capital. As of September 30, 2011 both the principal and accrued interest balances were zero.
During the current fiscal year, the Company maintained an accounts payable balance due a related party. In connection with the sale of shares referred to above, the related party agreed to release and discharge the Company from all amounts owed. As a result, the $50,120 accounts payable due related party was written off and recorded as additional paid in capital. As of September 30, 2011 the accounts payable due related party balance was zero.
At September 30, 2011, we had no cash or other working capital. As result, we must seek new sources of capital to continue future operating activities. There is no assurance that we could raise working capital or if any capital would be available at all.
Off-Balance Sheet Items
We have no off-balance sheet items as of September 30, 2011.
Item 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide this information.
Item 4 – 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, under the supervision and 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 the Company’s disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Controls
There have been no changes in the Company’s internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Part II OTHER INFORMATION
Item 1. – LEGAL PROCEEDINGS
None.
Item 2. – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
Item 3. – DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. – REMOVED AND RESERVED
Item 5. – OTHER INFORMATION
On July 12, 2011, Jack D. Kelley and Associates, Inc., the Lazzeri Family Trust, Mathis Family Partners, Underwood Family Partners and Battersea Capital, Inc., the owners, collectively of 1,207,300 shares of the Registrant’s common stock (approximately 86.2%), sold an aggregate of 1,189,190 of those shares to the following parties, in equal amounts: Larry Eiteljorg, Azul Dia, Inc., Beaux Beaux Partnership and Rocky Global Enterprises, Ltd. (the “Buyers”).
As a result of that transaction, each of the Buyers owns approximately 21.2% of the Registrant’s outstanding common stock.
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Exhibit No.
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Description
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31.1
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Certification of Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification of Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification of Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certification of Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase
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* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
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, on November 1, 2011.
| NB MANUFACTURING, INC. | |||
| By: | /s/ Derold L. Kelley | ||
| Derold L. Kelley | |||
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President, Principal Executive Officer
and Principal Financial Officer
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