Attached files
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, 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 000-55306
MONTBRIAR, INC.
(Exact name of registrant as specified in its charter)
Delaware 47-2151496
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4417 Hudson Bend Road
Austin, Texas 78734
(Address of principal executive offices) (zip code)
888-789-5350
(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 10, 2015
Common Stock, par value $0.0001 3,500,000
Documents incorporated by reference: None
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UNAUDITED CONDENSED FINANCIAL STATEMENTS
Unaudited Condensed Financial Statements 2-4
Notes to Unaudited Condensed Financial Statements 5-7
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MONTBRIAR, INC.
CONDENSED BALANCE SHEETS
Unaudited
Sept 30, December 31,
2015 2014
(unaudited) (audited)
----------- -----------
ASSETS
Current assets
Cash $ - $ -
----------- -----------
Total assets $ - $ -
============ ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Total liabilities $ - $ -
============ ===========
Stockholders' deficit
Common stock, $0.0001 par value, 100,000,000
shares authorized; 3,500,000 and 20,000,000
shares issued and outstanding as of Sept. 30,
2015 and December 31, 2014, respectively 350 2,000
Discount on Common Stock (350) (2,000)
Additional paid-in capital 6,432 712
Accumulated deficit (6,432) (712)
------------ ---------
Total stockholders' deficit - -
------------ ---------
Total liabilities and stockholders' deficit $ - $ -
============ ==========
The accompanying notes are an integral part of these unaudited condensed
financial statements.
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MONTBRIAR, INC.
CONDENSED STATEMENTS OF OPERATIONS
Unaudited
For the three For the nine
months ended months ended
Sept. 30, 2015 Sept. 30, 2015
------------- -------------
Revenue $ - $ -
General and Administrative expenses (1,560) (5,720)
------------- -------------
Operating loss (1,560) (5,720)
Loss before income taxes (1,560) (5,720)
------------- -------------
Net loss $ (1,560) $ (5,720)
============= =============
Loss per share - basic and diluted (0.00) (0.00)
============= =============
Weighted average shares-
basic and diluted 3,500,000 7,859,116
============ ============
The accompanying notes are an integral part of these unaudited
condensed financial statements.
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MONTBRIAR, INC.
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
For the nine
months ending
Sept. 30, 2015
-------------
OPERATING ACTIVITIES
Net loss $ (5,720)
-------------
Non-cash adjustments to reconcile loss to
net cash used in operating activities
Expenses paid by stockholder and contributed
as capital $ 5,720
-------------
Net cash used in operating activities -
Net increase in cash -
Cash, beginning of period -
-------------
Cash, end of period $ -
=============
The accompanying notes are an integral part of these unaudited
condensed financial statements.
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MONTBRIAR, INC.
Notes to Unaudited Condensed Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Montbriar, Inc. ("Montbriar, Inc." or "the Company") was incorporated
on September 25, 2014 under the laws of the state of Delaware to engage
in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company's operations to date have
been limited to issuing shares to its original shareholders. The Company
will attempt to locate and negotiate with a business entity for the
combination of that target company with Montbriar, Inc.. 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 the Company will be successful in locating or negotiating with any
target company. The Company 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.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed
to assist in understanding the Company's unaudited condensed financial
statements. Such unaudited condensed financial statements and accompanying
notes are the representations of the Company's management, who are responsible
for their integrity and objectivity. These accounting policies conform to
accounting principles generally accepted in the United States of America
("GAAP") in all material respects, and have been consistently applied in
preparing the accompanying unaudited condensed financial statements.
USE OF ESTIMATES
The preparation of unaudited condensed 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 condensed financial statements,
and the reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
CASH
Cash include cash on hand and on deposit at banking institutions as well
as all highly liquid short-term investments with original maturities of
90 days or less. The Company did not have cash equivalents as of
September 30, 2015 and December 31, 2014.
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 June 30,
2015.
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MONTBRIAR, INC.
Notes to Unaudited Condensed Financial Statements
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. As of September 30, 2015 there were no deferred taxes
due to the uncertainty of the realization of net operating loss or carry
forward prior to expiration.
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 reflect 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, 2015, 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
condensed financial statements (unaudited) on a recurring basis. Additionally,
the Company adopted guidance for fair value measurement related to nonfinancial
items that are recognized and disclosed at fair value in the condensed
financial statements (unaudited) on a nonrecurring 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 carrying amounts of financial assets such as cash approximate their
fair values because of the short maturity of these instruments.
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and
has sustained operating losses during the period ended September 30, 2015.
The Company had working capital of $0 and an accumulated deficit of $6,432
as of September 30, 2015. The Company's continuation as a going concern
is dependent on its ability to generate sufficient cash flows from a business
combination or other operations to meet its obligations and/or obtaining
additional financing from its shareholders or other sources, as may be
required.
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MONTBRIAR, INC.
Notes to Condensed Financial Statements
The accompanying condensed financial statements (unaudited) have been prepared
assuming that the Company will continue as a going concern; however, the above
condition raises substantial doubt about the Company's ability to do so. The
condensed financial statements (unaudited) 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.
In order to maintain its current level of operations, the Company will
require additional working capital from either cash flow from operations
or from the sale of its equity. However, the Company currently has no
commitments from any third parties for the purchase of its equity. If the
Company is unable to acquire additional working capital, it will be required
to significantly reduce its current level of operations.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
On May 21, 2015, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2015-09 Financial Services Insurance
(Topic 944): Disclosures about Short-Duration Contracts. The objectives of
the amendments in this Update are to increase transparency of significant
estimates made in measuring the liability for unpaid claims and claim
adjustment expenses, improve comparability through consistently disclosed
information, and provide financial statements users with information to
facilitate analysis of the amount, timing, and uncertainty of cash flows
arising from contracts issued by insurance entities and the development of
loss reserve estimates. For public business entities, effective for annual
periods beginning after December 15, 2015, and interim periods within annual
periods beginning after December 15, 2016. For all other entities, effective
for annual periods beginning after December 15, 2016, and interim periods
within annual periods beginning after December 15, 2017. Management is in
the process of assessing the impact of this ASU on the Company's financial
statements.
On April 30, 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update (ASU) No. 2015-06 Earnings Per Share
(Topic 260): Effects on Historical Earnings per Units of Master Limited
Partnership Dropdown Transactions. Under Topic 260, Earnings Per Share,
master limited partnerships (MLPs) apply the two-class method to calculate
earnings per unit (EPU) because the general partner, limited partners,
and incentive distribution rights holders each participate differently
in the distribution of available cash. When a general partner transfers
(or "drops down") net assets to a master limited partnership and that
transaction is accounted for as a transaction between entities under
common control, the statements of operations of the master limited
partnership are adjusted retrospectively to reflect the dropdown
transaction as if it occurred on the earliest date during which the
entities were under common control. The amendments in this Update specify
that for purposes of calculating historical EPU under the two-class
method, the earnings (losses) of a transferred business before the
date of a dropdown transaction should be allocated entirely to the
general partner interest, and previously reported EPU of the limited
partners would not change as a result of a dropdown transaction.
Qualitative disclosures about how the rights to the earnings (losses)
differ before and after the dropdown transaction occurs also are
required. This Accounting Standards Update is the final version of
Proposed Accounting Standards Update EITF-14A Earnings Per Share Effects
on Historical Earnings per Unit of Master Limited Partnership Dropdown
Transactions (Topic 260), which has been deleted. Effective for fiscal
years beginning after December 15, 2015, and interim periods within
those fiscal years. Earlier application is permitted. The amendments in
this Update should be applied retrospectively for all financial
statements presented. Management is in the process of assessing the
impact of this ASU on the Company's financial statements.
NOTE 4 STOCKHOLDERS' DEFICIT
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, 2015,
3,500,000 shares of common stock and no preferred stock were
issued and outstanding.
On September 25, 2014 the Company issued 20,000,000 to two directors
and officers at a discount of $2,000 of which 19,500,000 were redeemed
on February 18, 2015.
On February 18, 2015, the Company filed a Form 8-K to report
the following events: the Company redeemed an aggregate of 19,500,000
of the then 20,000,000 shares of outstanding stock at a redemption price
of par.
James Cassidy and James McKillop, both directors of the Company
and the then president and vice president, respectively, resigned such
directorships and all offices of the Company. Messrs. Cassidy
and McKillop each beneficially retain 250,000 shares of the Company's
common stock.
Jeremy T.Monte was named as the sole director of the Company
and serves as its President, Secretary and Treasurer.
The Company issued 3,000,000 shares of its common stock at par
representing 85% of the then total outstanding 3,500,000 shares of
common stock.
The Company changed its name to Montbriar, Inc.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
As of September 30, 2015, the Company had not generated revenues
and had no income or cash flows from operations since inception. The
Company had sustained a net loss of $5,720 and a deficit of $6,432.
The Company has had no operations or activities in period covered by
this Report.
Montbriar, Inc. (formerly Owl Valley Acquisition Corporation)
("Montbriar" or the "Company") was incorporated on September
25, 2014 under the laws of the State of Delaware to engage in any lawful
corporate undertaking, including, but not limited to, selected mergers
and acquisitions. The Company has been in the developmental stage since
inception.
In addition to a change in control of its management and shareholders,
the Company's operations to date have been limited to issuing shares and
filing a registration statement on Form 10 pursuant to the Securities
Exchange Act of 1934. The Company was 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 February 18, 2015, the Company filed a Form 8-K to report
the following events: the Company redeemed an aggregate of 19,500,000
of the then 20,000,000 shares of outstanding stock at a redemption price
of par.
James Cassidy and James McKillop, both directors of the Company
and the then president and vice president, respectively, resigned such
directorships and all offices of the Company. Messrs. Cassidy
and McKillop each beneficially retain 250,000 shares of the Company's
common stock.
Jeremy T.Monte was named as the sole director of the Company
and serves as its President, Secretary and Treasurer.
The Company issued 3,000,000 shares of its common stock at par
representing 85% of the then total outstanding 3,500,000 shares of
common stock.
The Company changed its name to Montbriar, Inc.
On November 3, 2014, the Company registered its common stock on a
Form 10 registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof which became
automatically effective 60 days thereafter.
The Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.
The Company has no employees and only one director who also serves as
the Company's sole officer.
The Company has entered into an agreement with Tiber Creek
Corporation of which the former president of the Company is the president
and controlling shareholder. Tiber Creek Corporation assists companies to
become public reporting companies and for the preparation and filing of a
registration statement pursuant to the Securities Act of 1933, and the
introduction to brokers and market makers.
The Company anticipates that it will combine with a private Nevada
corporation with a similar name which is the parent company to several
subsidiaries with the primary focus to develop the best-in-class nutritional
programs and technology-driven solutions for the small business community.
Management of the private company has built its infrastructure to allow its
subsidiaries, while individually operated, to work simultaneously. The
private company is an Hispanic owned and operated company.
It is anticipated that such private company will bring with it to
such merger key operating business activities and a business plan. As of
the date of this Report, no agreements have been executed to effect such a
business combination and although the Company anticipates that it will effect
such a business combination there is no assurance that such combination will
be consummated.
If and when the Company chooses to enter into a business combination with
such private company or another, it will likely file a registration statement
after such business combination is effected.
No agreements have been executed and if the Company makes any
acquisitions,mergers or other business combination, it 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. The Company may 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.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations and/or to successfully locate and negotiate with a
business entity for a business combination that would provide a basis
of possible operations.
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 then principal executive officer (who
was also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, 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
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
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, the Company has issued 20,000,000
common shares pursuant to Section 4(2) of the Securities Act of 1933
as folllows:
On September 25, 2014, the Company issued 20,000,000 common shares to two
directors and officers at a discount of $2,000. Of these issued shares,
all were redeemed on February 17, 2015, except 500,000 shares.
On February 18, 2015, the Company issued 3,000,000 shares of its common stock
at par representing 85% of the then total outstanding 3,500,000 shares of
common stock.
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 Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer 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.
MONTBRIAR, INC.
By: /s/ Jeremy T. Monte
President, Chief Financial Officer
Dated: November 16, 2015
