Tarheel Billboard Inc - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Tarheel Billboard Inc	Financial_Report.xls
EX-31.1 - CERTIFICATION - Tarheel Billboard Inc	thee_ex311.htm
EX-32.1 - CERTIFICATION - Tarheel Billboard Inc	thee_ex321.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 OF1934

For the quarterly period ended September 30, 2013

o Transition Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934

For the transition period from ___________ to ___________

Commission File Number: 333-183781

Tarheel Billboard, Inc.

(Exact name of registrant as specified in its charter)

Nevada		45-5604515
(State of incorporation)		(I.R.S. Employer Identification No.)

933 Poindexter Drive Charlotte, NC 28209

(Address of principal executive offices)

(907) 953-2000

(Registrant’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 Filing required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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

Shares of common stock, $.0001 par value, outstanding on November 14, 2013: 10,597,571

Table of Contents

PART I. FINANCIAL INFORMATION		2

ITEM 1.	FINANCIAL STATEMENTS	2
	BALANCE SHEETS	2
	STATEMENTS OF OPERATIONS	3
	STATEMENTS OF CASH FLOWS	4
	NOTES TO FINANCIAL STATEMENTS	5

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS	10

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12

ITEM 4.	CONTROLS AND PROCEDURES	12

PART II. OTHER INFORMATION		13

ITEM 1.	LEGAL PROCEEDINGS	13

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	13

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	13

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	13

ITEM 5.	OTHER INFORMATION	13

ITEM 6.	EXHIBITS	14

SIGNATURES		15

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Tarheel Billboard, Inc.

(A Development Stage Company)

Balance Sheet

	As of			As of
	September 30, 2013			June 30, 2013
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash	$	307		$	476
Other current assets		-			-

Total Current Assets		307			476

TOTAL ASSETS	$	307		$	476
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Officer advances	$	0		$	0

Total Current Liabilities		0			0

Total Liabilities		0			0
Stockholders' Equity (Deficit)
Preferred stock ($0.0001 par value; 10,000,000
authorized; no shares issued and outstanding)		0			0
Common stock, ($0.0001 par value, 100,000,000 shares
authorized; 10,597,571 shares issued and outstanding)		1,060			1,060
Additional paid-in capital		9,875			9,875
Deficit accumulated during the development stage		(10,628	)		(10,459	)

Total Stockholders' Equity (Deficit)		307			476

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	307		$	476

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

Tarheel Billboard, Inc.

(A Development Stage Company)

Statements of Operations

(unaudited)

	For the Three Months Period ended September 30, 2013			For the period from July 10, 2012 (inception) to September 30, 2012			Cumulative from July 10, 2012 (inception) to September 30, 2013

Revenues
Revenues	$	-		$			$	-

Total Revenues

Operating Costs
Administrative Expenses		169			2,500			10,628
Taxes and Licenses		-						-

Total Operating Costs		169			2,500			10,628

Net Income (Loss)	$	(169	)	$	(2,500	)	$	(10,628	)

Basic earnings per share	$		*	$		*	$		*

Weighted average number of common shares outstanding		10,597,571			10,222,027			10,527,995

*--less than $.01

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

Tarheel Billboard, Inc.

(A Development Stage Company)

Statements of Cash Flows

(unaudited)

	Three Months Period ended September 30, 2013			For the period from July 10, 2012 (inception) to September 30, 2012			Cumulative from July 10, 2012 (inception) to September 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(169	)	$	(2,500	)	$	(10,628	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Increase in other current asset		-			-			-

Changes in operating assets and liabilities:
Increase (decrease) in accrued expenses		-			-			-

Net cash provided by (used in) operating activities		(169	)		(2,500	)		(10,628	)

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in officer advances		-			-			0
Proceeds from issuance of common stock		-			10,935			10,935

Net cash provided by (used in) financing activities		-			10,935			10,935

Net increase (decrease) in cash		(169	)		8,435			307
Cash at beginning of period		476			0			0
Cash at end of period	$	307		$	8,435		$	307

Supplemental Disclosures of Cash Flow Information:
Cash Paid For:
Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

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

Tarheel Billboard, Inc.

NOTES TO FINANCIAL STATEMENTS

(A Development Stage Company)

September 30, 2013

1. NATURE OF OPERATIONS

Tarheel Billboard, Inc. (“The Company”) was incorporated in the State of Nevada on July 10, 2012 to develop itself as a digital LED Billboard company. The Company is in the development stage with no revenues and a limited operating history.

2. GOING CONCERN CONSIDERATION

These financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a cumulative net loss of $10,628 since its inception and requires capital for its contemplated operation and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern.

Future issuances of the Company's equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are insufficient to meet operating expenses. The financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is June 30.

Cash and Cash Equivalents

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

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires that management makes 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 period. Actual results could differ from those estimates.

Revenue Recognition

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

(i)	persuasive evidence of an arrangement exists,

(ii)	the services have been rendered and all required milestones achieved,

(iii)

the sales price is fixed or determinable, and

(iv)	collectability is reasonably assured.

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with ASC 830, “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.

Stock-Based Compensation

The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Development Stage Company

The Company complies with Financial Accounting Standards Codification (“ASC”) 915 and Securities and Exchange Commission Act Guide 7 for its characterization of the Company as development stage enterprise.

Fair Value for Financial Assets and Financial Liabilities

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, approximate their fair values because of the short maturity of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at September 30, 2013, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the period ended September 30, 2013.

Income Taxes

The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At September 30, 2013 a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

Basic and Diluted Net Income (Loss) per Share

The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

4. DEVELOPMENT STAGE COMPANY

The Company is in the development stage as of September 30, 2013 and to date has had no significant operations. Recovery of the Company’s assets is dependent on future events, the outcome of which is indeterminable. In addition, successful completion of the Company’s development program and its transition, ultimately, to attaining profitable operations is dependent upon obtaining adequate financing to fulfill its development activities and achieving a level of sales adequate to support the Company’s cost structure.

5. RELATED PARTY TRANSACTIONS

The President of the Company provides management and office premises to the Company for no compensation.

6. STOCKHOLDERS’ EQUITY

In July, 2012, the Company authorized the issue of 100,000,000 common shares of the company at par value of $.0001 and authorized the issue of 10,000,000 preferred shares at par value of $.0001.

During the three months ended September 30, 2013, the Company did not issue any common stock or preferred stock.

At September 30, 2013 there are total of 10,597,571 common shares of the Company issued and outstanding.

7. INCOME TAXES

Due to the operating loss and the inability to recognize an income tax benefit, there is no provision for current or deferred federal or state income taxes for the period from inception through September 30, 2013.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.

The Company’s total deferred tax asset, calculated using federal and state effective tax rates, as of September 30, is as follows:

		2013
Total Deferred Tax Asset	$	(3,720	)
Valuation Allowance		3,720
Net Deferred Tax Asset	$	-

The reconciliation of income taxes computed at the federal statutory income tax rate to total income taxes for the three months ended September 30, 2013 is as follows:

	2013
Income tax computed at the federal statutory rate		35.0	%
State income tax, net of federal tax benefit		0.0	%
Total		35.0	%
Valuation allowance		-35.0	%
Total deferred tax asset		0.0	%

Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance.

As of September 30, 2013, the Company had a federal and state net operating loss carry forward in the amount of approximately $10,628 which expires in the year 2033.

8. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures of cash flow information for the period ended September 30, 2013 is summarized as follows:

Cash paid during the period ended September 30, 2013 for interest and income taxes is as follows:

	2013
Interest	$	-
Taxes	$	-

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

The following discussion and analysis should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this filing.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

With the exception of historical matters, the matters discussed herein are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements concerning anticipated trends in revenues and net income, projections concerning operations and available cash flow. Our actual results could differ materially from the results discussed in such forward-looking statements. The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto appearing elsewhere herein.

Overview of the Company

Tarheel Billboard, Inc. is a development stage company incorporated in the State of Nevada in July 2012. The purpose of the Company is to place bright, electronic signs on which businesses can advertise that are visible both at night and in the day in high traffic locations throughout the Carolinas. In July 2012 we commenced our planned principal operations, and therefore have no significant assets. To date, operations have been on an extremely limited basis.

To this point, our only business activity has been the formation of our corporate entity, creation and development of our business model, and analyzing the viability of our business. We believe that sales revenue, and small amounts of equity will be sufficient to support the limited costs associated with our initial ongoing operations for the next twelve months. We may sell additional shares in a private offering or other offering if we are unable to obtain funds from another source such as a shareholder loan. If sufficient funds cannot be raised, none of the Company’s plans may be implemented. There can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flows from listing fees will be adequate to maintain our business.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013 AND FOR THE PERIOD FROM JULY 10, 2012 (INCEPTION) TO SEPTEMBER 30, 2012

There were no revenues for the three months ended September 30, 2013 nor for the period from July 10, 2012 (inception) to September 30, 2012. The Company is currently in the development stage of its business development and has had only limited operations to date.

Our total expenses for the three months ended September 30, 2013 and for the period from July 10, 2012 (inception to September 30, 2012 were $169 and $2,500, respectively. We therefore recorded a net loss of $169 for the three months ended September 30, 2013 and a net loss for the period from July 10, 2012 (inception) to September 30, 2012 of $2,500.

We anticipate our operating expenses will increase as we implement our business plan. The increase will be attributable to expenses to implement our business plan, and the professional fees to be incurred in connection with the filing of periodic and current reports required to maintain our status as a reporting company under the Securities Exchange Act of 1934, as amended.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2013, the Company had total assets consisting solely of cash of $307.

At September 30, 2013, the Company had working capital of $307.

We had net cash used in operating activities of $169 for the three months ended September 30, 2013.

We have never had any income from operations.

There are no assurances that the Company will be able to obtain further funds required for our continued operations. The investigation of prospective financing candidates involves the expenditure of capital. The Company will likely have to look to Mr. Temple or to third parties for additional capital. There can be no assurance that the Company will be able to secure additional financing or that the amount of any additional financing will be sufficient to conclude its business objectives or to pay ongoing operating expenses.

If Mr. Temple is unable to lend additional funds to the Company in the event that Company needs additional funds, we may need to deploy a plan to sell additional shares or look to a third party to lend funds to the Company. If the Company is to borrow funds from a third party, the terms and conditions of such a loan may not be on favorable terms. If we are unable to address our liquidity issues, there is a great chance that the Company will not have adequate funding to continue its business plan and will thus, fail.

We expect to incur the normal expenses related to being a public company such as accounting and legal costs. We may drain all available financial resources to pay for such costs depending on our operations and costs. To date, our attorney has provided services in exchange for a nominal fee, but there is no guarantee that this will continue and thus, we may be financial distressed because of the costs associated with being a public company. We will also incur fees for audits and reviews so that we can file the proper 10-Q’s and 10-K’s. As we begin to generate revenues, realize expenses, and acquire assets, it is possible that the costs related with being a public company will increase.

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $10,628 since its inception and requires capital for its contemplated operation and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (229.305(e)), we are not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. CONTROLS AND PROCEDURES

(a)

Evaluation of disclosure controls and procedures. Under the supervision and with the participation of our principal executive officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). Based on this evaluation, our principal executive officer has concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(b)	Changes in internal control over financial reporting. There were no changes in our internal controls over financial reporting that occurred during the fiscal quarter ended

September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

ITEM 1A. RISK FACTORS

Because we are a “smaller reporting company” as that term is defined by the SEC, we are not required to present risk factors at this time.

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

EXHIBIT NO.		DESCRIPTION OF EXHIBIT

3.1(1)		Articles of Incorporation

3.2(1)		Bylaws

31.1*		Certification of Chief Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certificate of the Chief Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema Document

101.CAL**		XBRL Taxonomy Calculation Linkbase Document

101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

(1) Filed as exhibits to the Company’s Registration Statement on Form S-1, Filed with the commission on September 7, 2012, and incorporated herein by reference.

* Filed herewith.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Tarheel Billboard, Inc.

DATED: November 14, 2013		/s/ David Temple
		David Temple President, Treasurer and Director (Principal Executive, Financial and Accounting Officer)

Tarheel Billboard Inc - FORM 10-Q - November 15, 2013

Attached files

Tarheel Billboard Inc Reports