UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 May 31, 2015

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ________________

Commission file number: 333-186869

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 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 such shorter period that the registrant was required to submit and post such files).  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 (Check one).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [  ]

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

As of June 12, 2015, there were 61,300,000 shares of the issuer's common stock, par value $0.0001, outstanding.

 

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BE AT TV, INC.

Condensed Balance Sheets

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

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Condensed Statements of Operations

(Unaudited)

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

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BE AT TV, INC.

Condensed Statements of Cash Flows

(Unaudited)

 

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

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NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

BE AT TV, Inc. (the "Company") was incorporated as SBOR, Inc., in the State of Nevada on April 30, 2012 and it is based in Sydney, Australia.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company's fiscal year end is November 30.

Effective December 20, 2013, the Company completed a merger with its wholly-owned subsidiary, Be At TV, Inc., a Nevada corporation, which was incorporated solely to effect a change in its name. As a result, the Company changed its name from "SBOR, Inc." to "Be At TV, Inc."

To date, the Company's activities have been limited to its formation and the raising of equity capital. The Company has stopped pursuing its intended plans to manage the renovation, upgrades, and maintenance of real estate properties and is currently seeking new business opportunities with established business entities to effect a merger or other form of business combination with the Company. There can be no assurance, however, that the Company will be able to identify an appropriate business opportunity or acquire the financing necessary to enable it to pursue a transaction if an appropriate opportunity is identified.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("GAAP").  These interim unaudited financial statements have been prepared on the same basis as the Company's annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Management of the Company believes that the following disclosures are adequate and sufficient to make the information presented not misleading. These financial statements should be read in conjunction with the Company's audited annual financial statements and the notes thereto for the year ended November 30, 2014 included in the Company's Form 10-K, as filed with the Securities and Exchange Commission (the "SEC") on March 3, 2015.

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 amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates. The Company's periodic filings with the SEC include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Start-Up Costs

In accordance with ASC 720, "Start-up Costs", the Company expensed all costs incurred in connection with the start-up and organization of the Company.

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Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than six months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $675 and $794 in cash and cash equivalents at May 31, 2015 and November 30, 2014, respectively.

Concentrations of Credit Risks

The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Revenue Recognition

The Company recognizes revenue from the sale of services in accordance with ASC 605, "Revenue Recognition".  Revenue consists of management fees for the renovation, upgrades, and maintenance of real estate properties. Sales income is recognized only when all of the following criteria have been met:

Loss per Share

The Company has adopted ASC 260, "Earnings Per Share" ("EPS") which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures, and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, without considering common stock equivalents.

Diluted EPS is computed by dividing net income or net loss and comprehensive net loss applicable to common shareholders by the weighted average number of common shares outstanding for the period and the weighted average number of dilutive common stock equivalents, such as options and warrants.  Options and warrants are only included in the calculation of diluted EPS when their effect is dilutive.  Total anti-dilutive common stock equivalents issuable upon conversion of warrants excluded from earnings per share totaled 2,500,000 shares of common stock at May 31, 2015 and November 30, 2014, respectively.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, "Accounting for Income Taxes". The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.  As of May 31, 2015 and November 30, 2014, the Company did not have any amounts recorded pertaining to uncertain tax positions.

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Financial Instruments

The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs); and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of the Company's financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.

NOTE 3 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has a cumulative net loss since inception from operations of $201,501 and has required additional capital raises and advances from shareholders' to support its operations.  These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.  The Company's continuation as a going concern is dependent upon its ability to identify and commence operation of a new business opportunity that generates revenues and its ability to continue receiving capital from third parties.  No assurance can be given that the Company will be successful in these efforts.

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NOTE 4 - DUE TO RELATED PARTIES

During the year ended November 30, 2014, two stockholders advanced $39,999 to the Company for operating expenses.  As of May 31, 2015 and November 30, 2014, respectively, the Company was obligated to these stockholders for non-interest bearing demand loans with a balance of $39,999.

NOTE 5 – SHAREHOLDER'S EQUITY

Preferred Share Issuances

The Company has 10,000,000 authorized preferred shares with a par value of $0.0001 per share.  The Company's board of directors is authorized to divide the authorized shares of preferred stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

There were no preferred shares issued from inception (April 30, 2012) through the period ended May 31, 2015.

Common Stock

At inception, the Company authorized 100,000,000 shares of common stock, with a par value of $0.0001 per share. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the Company is sought.

Effective December 20, 2013, the Company increased the number of authorized common stock to 1,650,000,000 shares of common stock, with a par value $0.0001 per share.

Common Share Issuances

Effective December 20, 2013, the Company effected a 16.5 for 1 forward split of its common stock, under which each stockholder of record received sixteen and one-half (16.5) new shares of the Company's common stock for every one (1) old share outstanding.

During the period ended May31, 2015, the Company did not issue any shares of common stock. The Company had 61,300,000 shares of common stock issued and outstanding as at May 31, 2015 and November 30, 2014, respectively.

Warrants

 

The Company has no stock option plan or options or other potentially dilutive securities outstanding.

NOTE 6 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company's management reviewed all material events through the date of this report and determined that there are no material subsequent events to report.

 

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Item 2.      Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the "Description of Business – Risk Factors" section in our Annual Report on Form 10-K, as filed on March 3, 2015.  You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the "Company," "Be At TV," "we," "us," or "our" are to Be At TV, Inc.

Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States generally accepted accounting principles.

Current Business

In the event that we do not successfully complete the acquisition of Epic, we may seek a business opportunity with entities who have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. We believe that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities.

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Results of Operations

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

The following table provides the results of operations for the three months ended May 31, 2015:

During the three months ended May 31, 2015, we incurred general and administrative and professional fees of approximately $47,511, compared to general and administrative and professional fees of $17,100 during the three months ended May 31, 2014. The increase of $30,411 in professional fees incurred during the period ended May 31, 2015, as compared to the period ended May 31, 2014, was generally related to increased professional fees for our corporate reorganization during the period ended 2015. We did not incur any general and administrative expenses during the three months ended May 31, 2015 and May 31, 2014.

The following table provides the results of operations for the six months ended May 31, 2015:

During the six months ended May 31, 2015, we incurred general and administrative and professional fees of approximately $68,827, compared to general and administrative and professional fees of $79,374 during the six months ended May 31, 2014. The increase of $2,909 in professional fees incurred during the period ended May 31, 2015, as compared to the period ended May 31, 2014, was generally related to increased professional fees for our corporate reorganization during the period ended 2015. We did not incur any general and administrative expenses during the six months ended May 31, 2015. The decrease of $13,456 in general and administrative expenses during the period ended May 31, 2015 as compared to the period ended May 31, 2014, was generally related to a one-time management fee of $13,354 paid to our previous sole officer during the period ended 2014.

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Liquidity and Financial Condition

Working Capital

The following table provides selected financial data about our company as of May 31, 2015 and November 30, 2014:

Our working capital decreased as of May 31, 2015 as compared to November 30, 2014 due to an increase in accounts payable of $68,708 and a decrease in cash of $119.

Cash Flows

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six months ended May 31, 2015, net cash flows used in operating activities was $119 consisting of a net loss of $68,827 and was reduced by an increase in accounts payable of $68,708. 

Cash Flows from Investing Activities

From inception (April 30, 2012) through May 31, 2015, we did not use any cash for investing activities. 

Cash Flows from Financing Activities

We have financed our operations from the issuance of equity. For the six month periods ended May 31, 2015 and 2014, we did not generate any cash from financing activities. 

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Going Concern

Our auditors have issued a going concern opinion on our audited financial statements for the year ended November 30, 2014.  This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses.  This is because we have not generated any revenues. There is no assurance we will ever reach this point. Our financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.

The continuation of our business is dependent upon obtaining further financing, acquiring a new business and achieving a break even or profitable level of operations in that new business.  The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current or future stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain additional financing through private placements, and/or bank financing or other loans necessary to support our working capital requirements.  To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital.  No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

As a "smaller reporting company", we are not required to provide the information required by this Item.

Item 4.  Controls and Procedures.

Management's Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report for the reasons disclosed in our annual report on Form 10-K for the year ended November 28, 2014, as filed with the SEC on March 3, 2015.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended May 31, 2015, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.  Risk Factors.

An investment in our common stock involves a number of very significant risks. You should carefully consider the risk factors included in the "Risk Factors" section of our annual report on Form 10-K for the fiscal year ended November 30, 2014 filed with the SEC on March 3, 2015 in addition to other information in our annual report on Form 10-K for the fiscal year ended November 30, 2014 filed with the SEC on March 3, 2015 and in this quarterly report in evaluating our company and its business before purchasing shares of our company's common stock. Our business, operating results and financial condition could be seriously harmed due to any of those risks. You could lose all or part of your investment due to any of these risks.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

We did not sell any equity securities during the quarter ended February 28, 2015.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures.

Not applicable.

Item 5.  Other Information.

·

we are proposing to acquire the 27,083,493 issued and outstanding shares of common stock in the capital of Epic from Epic's stockholders in consideration for the issuance of 47,903,927 shares of our common stock, on an undiluted basis, and warrants to acquire up to 2,764,457 shares of our common stock;

·

we expect that our management will be replaced by the management of Epic and four nominees of Epic will join our board of directors; and

·

we expect to complete a concurrent financing of units to raise gross proceeds of at least $2,300,000.

There is no relationship between our company or any of our affiliates and Epic or any of its stockholders. In the event that a definitive agreement is entered into, and the transaction is successfully completed, we will cease to be a shell company and file a current report on Form 8-K disclosing same, which will include audited consolidated financial statements of Epic for its two fiscal years ended December 31, 2014, as well as unaudited interim consolidated condensed financial statements for its most recent interim period.

Notwithstanding the foregoing, there can be no assurance that we will successfully enter into a definitive agreement with Epic, or complete the acquisition of Epic on the expected terms, or at all.

 

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Item 6.  Exhibits.

The following exhibits are included as part of this report:

*  XBRL 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.

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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.