SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.     20549

FORM 10-Q

 

(Mark One)

 

x

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

 

For the quarterly period ended September 30, 2013

 

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                     000-54827

 

LIVE BRANDS, INC.

(FORMERLY HARROGATE ACQUISITION CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

 

Delaware	46-1856279
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

 

4845 Pearl East Circle, Suite 101
Boulder, Colorado 80301
(Address of principal executive offices)	(zip code)

 

877-278-5594

(Registrant's telephone number, including area code)

 

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     ¨

 

 

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 ¨	Smaller reporting company x
(do not check if a smaller reporting company)

 

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 stock, as of the latest practicable date.

 

Class	Outstanding at
	November 1, 2013
Common Stock, par value $0.0001	1,400,000
Documents incorporated by reference:	None

 

  

FINANCIAL STATEMENTS

 

Condensed Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012	1
Consensed Statements of Operations for the Three Months Ended September 30, 2013 and for the Nine Months Ended September 30, 2013 and the Period from July 23, 2012 (Inception) to September 30, 2013 (unaudited)	2
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2013 and the Period from July 23, 2012 (Inception) to September 30, 2013 (unaudited)	3
Notes to Condensed Financial Statements (unaudited)	4-7

 

 

LIVE BRANDS INC.

(FORMERLY HARROGATE ACQUISITION CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

Condensed Balance Sheets

September 30, 2013 and December 31, 2012

 

ASSETS

 

		September 30,2013				December 31, 2012
		(unaudited)
Current Assets
Cash		$	140			$	2,000
Total asset		$	140			$	2,000
SHAREHOLDERS' EQUITY
Current Liabilities		$	-			$	350
Total Liabilities			-				350
Stockholders' Equity
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding			-				-
Common stock, $0.0001 par value, 100,000,000 shares authorized; 1,400,000 and 20,000,000 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively			140				2,000
Additional paid-in capital			87,157				1,007
Accumulated deficit			(87,157	)			(1,357	)
Total Stockholders' Equity			140				1,650
Total Liabilities and Stockholders' Equity		$	140			$	2,000

 

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

 

 

LIVE BRANDS INC.

(FORMERLY HARROGATE ACQUISITION CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

Condensed Statement of Operations

(Unaudited)

September 30, 2013 and December 31, 2012

 

										For the
										period from
		For the three				For the nine				July 23, 2012
		months ended				months ended				(Inception) to
		September 30,				September 30,				September 30,
		2013				2013				2013
		(Unaudited)				(Unaudited)
Revenues		$	-			$	-			$	-
Operating Expenses			(15,000	)			(85,800	)			(87,157	)
Income taxes			-				-				-
Net loss		$	(15,000	)		$	(85,800	)		$	(87,157	)
Loss per share - basic and diluted		$	(0.01	)		$	(0.06	)		$	(0.06	)
Weighted average shares- basic and diluted			1,400,000				1,400,000				1,400,000

 

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

 

 

LIVE BRANDS INC.

(FORMERLY HARROGATE ACQUISITION CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

Condensed Statement of Operations

(Unaudited)

September 30, 2013 and December 31, 2012

 

						For the
						period from
		For the nine				July 23, 2012
		months ended				(Inception) to
		September 30,				September 30,
		2013				2013
		(Unaudited)
OPERATING ACTIVITIES:
Net loss		$	(85,800	)		$	(87,157	)
Change in operating assets and liabilities
Accrued liabilities			(350	)			-
Net cash used in operating activities			(86,150	)			(87,157	)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock			100				3,960
Redemption of common stock			(1,960	)			(1,960	)
Proceeds from stockholders' additional paid-in capital			86,150				87,157
Net cash provided by financing activities			84,290				89,157
Net decrease in cash			(1,860	)			2,000
CASH AT BEGINNING OF PERIOD			2,000				-
CASH AT END OF PERIOD		$	140			$	2,000

 

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

 

 

LIVE BRANDS, INC.

(FORMERLY HARROGATE ACQUISITION CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1     NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

NATURE OF OPERATIONS

 

Harrogate Acquisition Corporation ("Harrogate" or "the Company") was incorporated on July 23, 2012 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Harrogate has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders and filing this registration statement. Harrogate will attempt to locate and negotiate with a business entity for the combination of that target company with Harrogate. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for- assets exchange. 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 Harrogate will be successful in locating or negotiating with any target company. Harrogate has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

 

On May 7, 2013, the shareholders of the Corporation and the Board of Directors unanimously approved the change of the Company's name to Live Brands, Inc. and filed such change with the State of Delaware.

 

On May 7, 2013, James Cassidy and James McKillop resigned as the Company's president and vice-president and Christopher J. Henry and Shannon Reagan were named as the directors of the Company.

 

BASIS OF PRESENTATION

 

The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.

 

USE OF ESTIMATES

 

The preparation of financial statements in conformity with GAAP 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 periods. Actual results could differ from those estimates.

 

  

LIVE BRANDS, INC.

(FORMERLY HARROGATE ACQUISITION CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

CONCENTRATION OF RISK

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2013.

 

INCOME TAXES

 

Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.

 

LOSS PER COMMON SHARE

 

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of September 30, 2013, there are no outstanding dilutive securities.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The guidance 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 measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

Level 3 inputs are unobservable inputs for the asset or liability. The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred.

 

 

LIVE BRANDS, INC.

(FORMERLY HARROGATE ACQUISITION CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 2 - GOING CONCERN

 

The Company has sustained operating losses since inception. It has an accumulated deficit of $87,157 as of September 30, 2013. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties.

 

These condensed financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully complete a business combination with a target company. There is no assurance that the Company will ever be profitable. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

 

Not Adopted

 

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.

 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

 

 

LIVE BRANDS, INC.

(FORMERLY HARROGATE ACQUISITION CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 4     STOCKHOLDER'S EQUITY

 

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of September 30, 2013, 1,400,000 shares of common stock and no preferred stock were issued and outstanding.

 

In July, 2012, the Company issued 20,000,000 common shares to two directors and officers for an aggregated amount of $2,000 in cash.

 

On May 7, 2013, the Company redeemed a total of 19,600,000 of the then 20,000,000 shares of outstanding stock at redemption price of $0.0001 per share for a total of $1,960.

 

On May 8, 2013, Live Brands, Inc. issued 1,000,000 shares of its common stock pursuant at par of the total outstanding 1,400,000 shares of common stock. As of September 30, 2013, the stockholders made a capital contribution in the amount of totally $87,157 to pay for operating expenses incurred by the Company.

 

  

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

As of September 30, 2013, the Company has not generated revenues and has no income or cash flows from operations since inception.

 

The Company has sustained operating losses since inception. It has an accumulated deficit of $87,157 as of September 30, 2013.

 

The Company's independent auditors have issued a report regarding the continuation of the Company as a going concern. Continuation of the Company as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties and/or to successfully locate and negotiate with a business entity for the combination of that target company with it.

 

Live Brands, Inc. (formerly Harrogate Acquisition Corporation) (the "Company") was incorporated on July 23, 2012 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.

 

Since inception Live Brands has been in the developmental stage and its operations to date have been limited to issuing shares of common stock to its shareholders, filing a registration statement on Form 10 with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock and preparing documentation to file a registration statement.

 

The Company anticipates that it will effect a business combination with Live Brands, Incorporated, a private natural supplement company. Live Brands, the private company, provides great-tasting, high-quality nutritional supplements to meet the lifestyle and life stage needs of women. The core product of Live Brands (the private company) is Live Cool supplements targeted to women over 35 with a focus on issues concerning menopause, stress and aging. Live Brands uses natural ingredients and focuses its product development on utilizing natural ingredients with substantiated health benefits, quick market accessibility, and high market receptivity and sustainable growth.

 

No such business combination has been effected nor has any agreement or contract been entered into for such business combination. When such business combination is effected, the Company will file a Form 8-K.

 

A combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. 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.

 

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

Information not required to be filed by Smaller reporting companies.

 

ITEM 4.

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 president (who is also the principal financial officer).

 

The Company's principal executive officer 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, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

  

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

 

With the change in control of the Company in May, 2013, there was a 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. The Company does not believe that the change in management resulting from the change in control has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting as the new president who is also the new chief financial officer is experienced and knowledgeable in the parameters of the internal controls required for accurate and timely financial reporting and filing.

 

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 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the past three years, Live Brands has issued 20,000,000 common shares pursuant to Section 4(2) of the Securities Act of 1933 for an aggregate purchase price of $2,000 as folllows:

 

On July 31, 2012, Live Brands issued the following shares of its common stock:

 

Name		Number of Shares				Consideration
Tiber Creek Corporation			10,000,000			$	1,000
MB Americus LLC			10,000,000			$	1,000

 

On May 7, 2013 the Company redeemed 9,800,000 shares of the outstanding common stock from each of the above named shareholders at par for a total redemption of 19,600,000 shares.

 

On May 8, 2013, the Company issued an aggregate of 1,000,000 shares of common stock at par to Christopher J. Henry and Shannon Reagan pursuant to Section 4(2) of the Securities Act of 1933.

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Not applicable.

 

ITEM 5.

OTHER INFORMATION

 

(a)

Not applicable.

(b)

Item 407(c)(3) of Regulation S-K:

 

During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

 

  

ITEM 6. EXHIBITS

 

(a)

Exhibits

 

31

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

 

32

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

 

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.

 

	LIVE BRANDS, INC.
	By:	/s/ Shannon Reagan
		President, Chief Financial Officer

 

Dated:         February 14, 2014