Attached files
| file | filename |
|---|---|
| EX-32 - EX-32 - British Cambridge, Inc. | ex32.htm |
| EX-31 - EX-31 - British Cambridge, Inc. | ex31.htm |
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 DECEMBER 31, 2016
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: 333-207947
BRITISH CAMBRIDGE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 37-1801552 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
|
Ground Floor, Unit D, Belvedere Tower San Miguel Avenue, Ortigas Center Pasig City, Philippines |
1605 | |
| (Address of principal executive offices) | (Zip Code) | |
N/A
(Former name if changed since last report)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. [X] Yes [ ] 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 (Section 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). [X]Yes [ ] 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 | [ ] (Do not check if a smaller reporting company) | 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).
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer’s classes of common equity, as of February 14, 2017: 241,042,000 shares of common stock.
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BRITISH CAMBRIDGE, INC.
INDEX
PART I-FINANCIAL INFORMATION
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PART I - FINANCIAL INFORMATION
| ITEM 1 | FINANCIAL STATEMENTS |
BRITISH CAMBRIDGE, INC.
(UNAUDITED)
| December 31, 2016 | September 30, 2016 | ||||||||
| ASSETS | |||||||||
| Cash | $ | 89,417 | $ | 137,533 | |||||
| Prepaid Expenses - related party | 27,500 | - | |||||||
| TOTAL ASSETS | 116,917 | 137,533 | |||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|||||||||
| Accrued Expenses | $ | 5,399 | $ | - | |||||
| Income taxes payable | 20,232 | 20,232 | |||||||
| Total Liabilities | 25,631 | 20,232 | |||||||
| STOCKHOLDERS' EQUITY (DEFICIT): | |||||||||
| Preferred stock ($.0001 par value, 100,000,000 shares authorized; 3,000,000 issued and outstanding as of December 31, 2016 and September 30, 2016) | 300 | 300 | |||||||
| Common stock ($.0001 par value, 1,000,000,000 shares authorized, 241,042,000 shares issued and outstanding as of December 31, 2016 and September 30, 2016) | 24,104 | 24,104 | |||||||
| Additional Paid in Capital | 79,829 | 79,829 | |||||||
| Accumulated Equity (Deficit) | (12,947) | 13,068 | |||||||
| Total Stockholders' Equity (Deficit) | 91,286 | 117,301 | |||||||
| TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | $ | 116,917 | $ | 137,533 | |||||
See Accompanying Notes to Unaudited Financial Statements
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BRITISH CAMBRIDGE, INC.
(UNAUDITED)
| For the three months ended December 31, 2016 | For the three months ended December 31, 2015 | |||||
| Operating Expenses | ||||||
| Selling, general and administrative | $ | 26,015 | $ | 18,033 | ||
| Total Operating Expenses | 26,015 | 18,033 | ||||
| Net loss | $ | (26,015) | $ | (18,033) | ||
| Net loss per common share - Basic and diluted | $ | (0.00) | $ | (0.00) | ||
| Weighted average number of common shares outstanding - Basic and Diluted | 241,033,554 | 241,000,000 | ||||
See Accompanying Notes to Unaudited Financial Statements
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BRITISH CAMBRIDGE, INC.
(UNAUDITED)
| Three months ended December 31, 2016 |
Three months ended December 31, 2015 |
||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
| Net income loss | $ | (26,015) | $ | (18,033) | |
| Adjustment to reconcile net loss to net cash used in operating activities: | |||||
| Expenses contributed to capital | - | 18,033 | |||
| Changes in current assets and liabilities: | |||||
| Accrued expenses | 5,399 | - | |||
| Prepaid Expenses - related party | (27,500) | - | |||
| Net cash used in operating activities | (48,116) | - | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||
| Proceeds from sale of common stock | 42,000 | - | |||
| Payment to affiliate for the buyback of common shares | (42,000) | - | |||
| Net cash provided by financing activities | - | - | |||
| Net increase (decrease) in cash and cash equivalents | (48,116) | - | |||
| Cash and cash equivalents at beginning of year | 137,533 | - | |||
| Cash and cash equivalents at end of year | $ | 89,417 | $ | - | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||
| Cash paid for: | |||||
| Interest | $ | - | $ | - | |
| Income taxes | $ | - | $ | - | |
The accompanying notes are an integral part of these financial statements.
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BRITISH CAMBRIDGE, INC.
FOR THE PERIOD ENDED DECEMBER 31, 2016
(UNAUDITED)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
British Cambridge, Inc. (the Company) was incorporated under the laws of the State of Delaware on June 24, 2015. Currently, the Company is a business consulting company specifically focused on providing small businesses with consulting services relating to going public on the Over-the-Counter (OTC) Marketplace, a United States Financial Listing Platform, and may evaluate assisting companies to go public on other, as of this time, unidentified exchanges. From time to time, upon request, we may also assist our clients in becoming SEC Reporting via a Form 10, an S-1 Registration Statement or other comparable Registration Statement.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION.
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10K/A. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10K/A, have been omitted.
The results of operations for the three month period ended December 31, 2016 are not necessarily indicative of the results for the full fiscal year ending September 30, 2017.
NOTE 3 - GOING CONCERN
The accompanying financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company does not have current revenue sources and has historically had net losses from continuing operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s management plans to engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain substantive revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.
NOTE 4 - RELATED-PARTY TRANSACTION
On October 29, 2016 the Company and British Cambridge College Inc. entered into a consulting agreement whereby British Cambridge College, Inc. will provide consulting services for the Company for a period of four months from December 1, 2016 to March 31, 2017 in exchange for $30,000. Additionally, British Cambridge College Inc. will conduct market research for the Company for a period of two months from December 1, 2016 to January 31, 2017 in exchange for an additional $10,000. A payment of $40,000 was made to British Cambridge College, Inc. by the company in November 2016 for these services. During the three months ended December 31, 2016 the Company expensed $12,500 related to this agreement and there is prepaid expense- related party balance of $27,500 at December 31, 2016.
NOTE 5 - EQUITY
On March 21, 2016 the Company sold 13,000 shares of common stock for cash at $1.00 per share to thirteen investors.
On March 22, 2016 the Company sold 22,000 shares of common stock for cash at $1.00 per share to twenty-two investors.
On April 22, 2016 the Company sold 7,000 shares of common stock at $1.00 per share to seven investors.
Of the total 42,000 shares of common stock sold for $42,000 cash 1,000 shares were sold at $1.00 to our Director And Julie Rosal, 1,000 shares were sold at $1.00 to our Chief Operating Officer Dr. Aurora L. Jalocon, and 1,000 shares were sold at $1.00 to our Chief Accounting Officer Joseph L. Manzano.
On September 16, 2016 the Board of Directors took the following actions: In response to the Company’s change in operations the Company approved to conduct a “buy-back program”, whereupon the shareholders who had invested in the Company under its previous operations were refunded their investment and given the option to repurchase the Company’s common shares for the amount of $1.00 per share. The buy-back program commenced on October 1, 2016. The Company gave $42,000 to British Cambridge College Inc. to pay the investors directly for the buyback of the common shares. The Company subsequently resold 42,000 shares following the buyback at a price of $1.00 per share. The original shares issued were cancelled as of December 31, 2016.
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| ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
FORWARD LOOKING STATEMENTS
This Quarterly Report of British Cambridge, Inc. on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management's best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management's Discussion and Analysis of Financial Condition and Results of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our financial statements.
While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.
PLAN OF OPERATION
To date, subsequent to the adoption of our current business plan, our activities have been limited to securing contracts for our consulting services. As such, all of the information below detailing our plan of operations for when we acquire clients is based upon the plans of our company which have been determined arbitrarily by our management. Our course of action may change in various ways, when we secure consulting contracts, which we cannot fully anticipate at this point in time.
RESULTS OF OPERATIONS
For the three months ended December 31, 2015
We had no revenue in the three month period ending December 31, 2015. Our operating expenses were $18,033 for the three months ended December 31, 2015. Operating expenses were solely general and administrative in nature and consisted primarily of professional fees. Our net losses equaled our operating expenses.
For the three months ended December 31, 2016
We have generated no revenue for the three month period ended December 31, 2016. Our operating expenses were $26,015 for the three months ended December 31, 2016. Operating expenses were solely general and administrative in nature and consisted primarily of professional fees. Our net loss for the three month period ended December 31, 2016 was $(26,015). Our operating expenses are greater than the three months ended December 31, 2015 due to increased professional fees.
LIQUIDITY AND CAPITAL RESOURCES
We have no known demands or commitments and are not aware of any events or uncertainties as of December 31, 2016 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.
We had no material commitments for capital expenditures as of December 31, 2016.
As of December 31, 2016 we had cash consisting of $89,417.
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OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
|
ITEM 4 |
|
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2016. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were ineffective.
Changes in Internal Controls over Financial Reporting
There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter ended December 31, 2016 that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.
PART II - OTHER INFORMATION
There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.
There have been no material changes to the risk factors contained in our 10-K for the year ended September 30, 2016.
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES
On September 16, 2016 the Board of Directors took the following actions: In response to the Company’s change in operations the Company conducted a buy-back program, whereupon the shareholders who had invested in the Company under its previous operations were refunded their investment and given the option to repurchase those same shares for the amount of $1.00 per share. The “buyback program commenced on October 1, 2016. The Company subsequently resold 42,000 shares following the buyback at a price of $1.00 per share.
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 MINE SAFETY DISCLOSURES
Not applicable.
None.
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|
Exhibit No. |
Description | |
| 3.1 | Certificate of Incorporation (1) | |
| 3.2 | By-laws (1) | |
| 31 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the period ended December 31, 2016 (2) | |
| 32 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2) | |
| 101.INS | XBRL Instance Document (3) | |
| 101.SCH | XBRL Taxonomy Extension Schema (3) | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase (3) | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase (3) | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase (3) | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase (3) | |
| (1) | Filed as an exhibit to the Company's Registration Statement on Form S-1, as filed with the SEC on November 12, 2015 and incorporated herein by this reference. |
| (2) | Filed herewith. |
| (3) | Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability. |
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In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
British Cambridge, Inc.
Dated: February 14, 2017
| By: | /s/Teodoro G. Bondoc Jr. | |
| Teodoro G. Bondoc
Jr., Chief Executive Officer (Principal Executive Officer) |
Dated: February 14, 2017
| By: | /s/Abdon P. Manaois | |
| Abdon P. Manaois, Chief Financial Officer (Principal Financial Officer) |
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