UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended August 31, 2017

 

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 000-55335

 

PINKBRICK HOLDINGS INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		47-2384706
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

 

33 N. Dearborn Street, Suite #650 Chicago, IL		60602
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (312) 726-9855

 

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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)
	Emerging growth company	[X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

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: 3,000,000 shares of common stock, par value $0.0001, were issued and outstanding as of December 1, 2017.

 

 

 

PINKBRICK HOLDINGS INC.

TABLE OF CONTENTS

 

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Condensed Balance Sheets as of August 31, 2017 and November 30, 2016	3
	Condensed Statements of Operations for the Three and Nine Months Ended August 31, 2017 and 2016	4
	Condensed Statements of Cash Flows for the Nine Months Ended August 31, 2017	5
	Condensed Statement of Stockholders’ Deficiency for the Nine Months Ended August 31, 2017	6
	Notes to Unaudited Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4.	Controls and Procedures	10
PART II - OTHER INFORMATION		10
Item 1.	Legal Proceedings	10
Item 1A.	Risk Factors	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.	Defaults Upon Senior Securities	10
Item 4.	Mine Safety Disclosures	10
Item 5.	Other Information	10
Item 6.	Exhibits	10
Signatures		11

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

Pinkbrick Holdings Inc.

Condensed Balance Sheets

(unaudited)

 

		August 31, 2017				November 30, 2016
Assets
Cash		$	-			$	-
Total assets			-				-
Liabilities and Stockholders’ Deficiency
Liabilities
Accounts payable			36,000				28,000
Due to stockholder			24,999				9,405
Total Liabilities			60,999				37,405
Stockholders’ deficiency:
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized; none issued or outstanding			-				-
Common stock, $0.0001 par value, 75,000,000 shares authorized; 3,000,000 issued and outstanding			300				300
Additional paid-in-capital			55,396				55,396
Accumulated deficit			(116,695	)			(93,101	)
Total stockholders’ deficiency		$	(60,999	)		$	(37,405	)
Total liabilities and stockholders’ deficiency		$	-			$	-

 

See accompanying notes to the unaudited financial statements.

 

 

Pinkbrick Holdings Inc.

Condensed Statements of Operations

(unaudited)

 

		Three Months Ended August 31,								Nine Months Ended August 31,
		2017				2016				2017				2016
Revenues
Income		$	-			$	-			$	-			$	-
Expenses
Legal and professional fees			6,743				5,860				23,594				7,060
General and administrative			-				3,000				-				12,000
Filing fees			-				1,280				-				2,208
Total expenses			6,743				10,140				23,594				21,268
Net loss		$	(6,743	)		$	(10,140	)		$	(23,594	)		$	(21,268	)
Per share data:
Basic and diluted loss per common share		$	0.00			$	0.00			$	(0.01	)		$	(0.01	)
Basic and diluted weighted average common shares outstanding			3,000,000				3,000,000				3,000,000				3,000,000

 

See accompanying notes to the unaudited financial statements.

 

 

Pinkbrick Holdings Inc.

Condensed Statements of Cash Flows 

(unaudited)

 

		Nine Months Ended August 31,
		2017				2016
Cash flows from operating activities:
Net loss		$	(23,594	)		$	(21,268	)
Adjustments needed to reconcile excess of expenses over revenues to net cash used in operating activities:
Change in current assets and liabilities Increase in accounts payable			8,000				4,170
Net cash flows used in operating activities			(15,594	)			(17,098	)
Cash flows from financing activities:
Capital contributions			-				17,098
Increase in due to stockholder			15,594
Net cash flows provided by financing activities			15,594				17,098
Net increase in cash		$	-			$	-
Cash beginning of the period			-				-
Cash end of the period		$	-			$	-

 

See accompanying notes to the unaudited financial statements.

 

 

Pinkbrick Holdings, Inc.

Condensed Statement of Stockholders’ Deficiency

(unaudited)

 

		Preferred								Common								Additional								Total
		Stock								Stock								Paid-in				Accumulated				Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Deficiency
Balance, December 1, 2015			-			$	-				3,000,000			$	300			$	38,298			$	(61,428	)		$	(22,830	)
Expenses paid by stockholder			-				-				-				-				17,098				-				17,098
Net loss			-				-				-				-				-				(31,673	)			(31,673	)
Balance, December 1, 2016			-				-				3,000,000				300				55,396				(93,101	)			(37,405	)
Net loss			-				-				-				-				-				(23,594	)			(23,594	)
Balance, August 31, 2017			-			$	-				3,000,000			$	300			$	55,396			$	(116,695	)		$	(60,999	)

 

See accompanying notes to the unaudited financial statements.

 

 

Pinkbrick Holdings Inc.

Notes to Financial Statements

 

1.	Organization and Description of Business

 

Pinkbrick Holdings Inc. (the “Company”) is a Delaware corporation formed as a vehicle to pursue a business combination.

 

Going Concern

 

As reflected in the accompanying unaudited condensed financial statements, the Company has minimal operations, used cash in operating activities of $15,594 and has a net loss of $23,594 for the nine months ended August 31, 2017. The Company also has a working capital deficit and stockholders’ deficit of $60,999 as of August 31, 2017. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The unaudited condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

 

2.	Significant Accounting Policies

 

Basis of Presentation

 

The unaudited financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 8-01 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements, in the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended August 31, 2017 are not necessarily indicative of the results that may be expected for any other interim period or the entire year. For further information, these unaudited financial statements and the related notes should be read in conjunction with the Company’s audited financial statements for the year ended November 30, 2016, included in the Company’s annual report on Form 10-K, as filed with the Securities and Exchange Commission.

 

Use of Estimates

 

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash

 

Cash includes funds held in the Company’s bank accounts.

 

Uninsured Cash Balances

 

Cumulative balances in excess of $250,000 for 2017 per institution are not covered by the Federal Deposit Insurance Company. At August 31, 2017 the interest bearing deposits which exceeded the federal depository coverage were approximately $0.

 

Preferred and Common Stock

 

The Preferred Stock of the Company may be issued by the Board of Directors of the Company in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Company may determine, from time to time. Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders meetings for all purposes, including the election of directors.

 

Income Taxes

 

The Company accounts for income taxes pursuant to the asset and liability method which requires deferred tax assets and liabilities be computed annually for temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

 

The Company has no unrecognized tax benefits at August 31, 2017.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This section and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and notes thereto, included elsewhere in this Quarterly Report on Form 10-Q. Unless otherwise stated, references to particular years, quarters, months or periods refer to the Company’s fiscal years ended in November and the associated quarters, months and periods of those fiscal years. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

 

Business Overview; Plan of Operation in the Next Twelve Months

 

Pinkbrick Holdings, Inc. (“we,” “us,” “our” or the “Company”) was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time is to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

 

We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury, if any, or with additional money contributed by our management, stockholders or another source. The Company, based on current business activities, is a “blank check” company. The Securities and Exchange Commission (the “SEC”) defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. The Company is also a “shell company,” as defined in Rule 12b-2 under the Exchange Act as a company with no or nominal assets (other than cash) and no or nominal operations. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

 

During the next 12 months, we anticipate incurring costs related to filing of Exchange Act reports and costs relating to consummating a business combination. We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

 

We may consider a business combination with a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

 

Our management has not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable or early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

 

 

Our management anticipates that we will likely be able to effect only one business combination, due primarily to our limited financing, and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

 

We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital that we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of, and investors in, a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur 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.

 

Until revenue is recognized by the Company, any and all expenses will be paid for by shareholders’ loans. There will no longer be capital contributions commencing on or after November 30, 2016.

 

Results of Operations

 

Three and Nine Months Ended August 31, 2017 Compared to Three and Nine Months Ended August 31, 2016

 

We have not earned any revenues since our inception in November 2014. We do not anticipate earning revenues until such time as we are able to enter into a business combination.

 

We incurred total expenses in the amount of $6,743 for the three months ended August 31, 2017, compared with $10,140 for the three months ended August 31, 2016. We incurred operating expenses in the amount of $23,594 for the nine months ended August 31, 2017, compared with $21,268 for the nine months ended August 31, 2016. The entire amount for all periods was attributable to general and administrative expenses, principally costs associated with SEC filings.

 

We incurred a net loss of $6,743 for the three months ended August 31, 2017, compared with $10,140 for the three months ended August 31, 2016. We incurred a net loss of $23,594 for the nine months ended August 31, 2017, compared to a net operating loss of $21,268 for the nine months ended August 31, 2016.

 

Liquidity and Capital Resources

 

As of August 31, 2017, we had $0 in total assets, $60,999 in liabilities and $(60,999) in working capital. We currently do not engage, nor do we intend to engage, in any business activities that provide cash flow until we enter into a successful business combination. The Company does not have sufficient cash for the next 12 months as of the date of this filing.

 

In its February 24, 2017 report, our independent registered public accounting firm expressed substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

We expect that our management and the Company, through its various contacts and affiliations with other entities, will locate a business combination target. We expect that funds in the amount of approximately $30,000 will be required in order for the Company to satisfy its Exchange Act reporting requirements during the next 12 months, in addition to any other funds that will be required in order to complete a business combination.  Such funds can only be estimated upon identifying a business combination target. Our management and stockholders have indicated an intent to advance funds on behalf of the Company as needed in order to accomplish its business plan and comply with its Exchange Act reporting requirements, however, there are no agreements in effect between the Company and our management or stockholders specifically requiring they provide any funds to the Company. Therefore, there are no assurances that the Company will be able to obtain the required financing as needed in order to consummate a business combination transaction.

 

Off-Balance Sheet Arrangements

 

As of August 31, 2017, there were no off-balance sheet arrangements.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

Item 4. CONTROLS AND PROCEDURES.

 

Evaluation of 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 pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As of August 31, 2017, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report. This was due to our status as a shell company and our limited resources, including the absence of a financial staff with accounting and financial expertise.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting during the quarter ended August 31, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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 or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

ITEM 1A. RISK FACTORS

 

Not applicable to smaller reporting companies.

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors since the filing of our quarterly report on Form 10-Q for the fiscal quarter ended May 31, 2017.

 

ITEM 6. EXHIBITS

 

Exhibit No.		Description of Exhibit
31.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.
101.INS		XBRL INSTANCE DOCUMENT
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA
101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

 

 

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.

 

	PINKBRICK HOLDINGS INC.
Dated: December 1, 2017	By:	/s/ Leonard Schiller
		Leonard Schiller
		President (principal executive officer, principal financial officer and principal accounting officer)