-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E8tfl+Dw+2PaxGsLU0UMFjVyfXWsLSxaMcX7bnGPBCYiyI9eNwhsNoGWuIv00p2L FySRIyiDjkCYjsVnHnSReA== 0001161697-09-000150.txt : 20090210 0001161697-09-000150.hdr.sgml : 20090210 20090210134000 ACCESSION NUMBER: 0001161697-09-000150 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090210 DATE AS OF CHANGE: 20090210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BBC GRAPHICS OF PALM BEACH INC CENTRAL INDEX KEY: 0001131675 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 650924471 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52422 FILM NUMBER: 09584940 BUSINESS ADDRESS: STREET 1: 205 VAN BUREN STREET STREET 2: SUITE 150 CITY: HERNDON STATE: VA ZIP: 20170 BUSINESS PHONE: (703) 344-7004 MAIL ADDRESS: STREET 1: 205 VAN BUREN STREET STREET 2: SUITE 150 CITY: HERNDON STATE: VA ZIP: 20170 10-Q 1 form10-q.htm FORM 10-Q FOR 12-31-2008

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

x

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

For the Quarter ended December 31, 2008

OR

o

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

For the transition period from _________ to _________

Commission File No. 000-49865

BBC Graphics of Palm Beach, Inc.

(Name of Small Business Issuer)

Florida

 

65-0924471

(State or other jurisdiction of
Incorporation or Organization)

 

(IRS Employer Identification No.)

 

 

 

14809 Hampton Court
Dallas, Texas

 

75254

(Address of principal executive offices)

 

(Zip Code)

 

214-334-7950

(Registrant’s Telephone Number, including Area Code)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filings requirements for the past 90 days. YES x     NO o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES x   

NO o

 

There were 87,500,000 issued and outstanding shares of the registrant’s common stock, par value $.001 per share, at February 9, 2009.



BBC GRAPHICS OF PALM BEACH, INC.

INDEX

Page

Part I.

Financial Information

 

 

Item 1.

Financial Statements

 

 

Balance Sheet at December 31, 2008 (unaudited) and September 30, 2008

1

 

 

Statements of Operations (unaudited) for the Three Months Ended December 31, 2008 and December 31, 2007

2

 

 

Statements of Cash Flows (unaudited) for the Three Months Ended December 31, 2008 and December 31, 2007

3

 

 

Notes to unaudited Financial Statements

4

 

 

Item 2.

Management’s Discussion and Analysis

9

 

 

Item 3.

Controls and Procedures

13

 

Part II.

Other Information

 

 

Item 1.

Legal Proceedings

13

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

13

 

 

Item 6.

Exhibits

14

 

i



PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

 

BBC GRAPHICS OF PALM BEACH, INC.

BALANCE SHEET

CURRENT ASSETS:

 

December 31, 2008

(Unaudited)

 

 

September 30, 2008 (1)

 

 

Cash

$

 

$

235

 

 

Other receivables

 

9,870

 

 

 

 

Total Assets

$

9,870

 

$

235

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

Accounts payable and accrued expenses

$

164,905

 

$

149,042

 

 

Due to stockholder

 

154,872

 

 

149,871

 

 

 

 

319,777

 

 

298,913

 

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

Preferred stock ($.001 par value; 3,000,000 shares authorized) ; 0 shares issued and outstanding)

 

 

 

 

 

Common stock ($.001 par value; 750,000,000 shares authorized; 87,500,000 shares issued and outstanding)

 

87,500

 

 

87,500

 

 

Additional paid in capital

 

148,320

 

 

148,320

 

 

Accumulated deficit

 

(545,727

)

 

(534,498

)

 

Total stockholders’ deficit

 

(309,907

)

 

(298,678

)

 

 

 

 

 

 

 

 

 

Total Liabilities and stockholders’ deficit

$

9,870

 

$

235

 

 

 

 

(1)

Derived from audited financial statements

 

See Notes to Unaudited Financial Statements.

1



BBC GRAPHICS OF PALM BEACH, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three-month
period ended
December 31,
2008

 

Three-month
period ended
December 31,
2007

 

 

 

 

 

 

 

 

 

Revenues

 

$

 

$

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Selling, general and administration expenses

 

 

11,228

 

 

97,805

 

 

 

 

 

 

 

 

 

Net loss

 

$

(11,228

)

$

(97,805

)

 

 

 

 

 

 

 

 

Net loss per common share - Basic and Diluted

 

$

(0.00

)

$

(0.00

)

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - Basic and Diluted

 

 

87,500,000

 

 

84,500,000

 

 

See Notes to Unaudited Financial Statements.

2



BBC GRAPHICS OF PALM BEACH, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Three-month
period ended
December 31,
2008

 

Three-month
period ended
December 31,
2007

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Loss from continuing operations

 

$

(11,228

)

$

(97,805

)

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

(Increase) decrease in other receivables

 

 

(9,870

)

 

 

(Decrease) increase in accrued expenses and accounts payable

 

 

15,863

 

 

37,359

 

Net cash used in operating activities

 

 

(5,235

)

 

(60,446

)

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Advances from shareholder

 

 

5,000

 

 

60,446

 

Net cash provided by financing activities

 

 

5,000

 

 

60,446

 

 

 

 

 

 

 

 

 

Net decrease in cash

 

 

(235

)

 

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

 

235

 

 

 

 

 

 

 

 

 

 

 

Cash, end of period

 

$

 

$

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for interest

 

$

 

$

 

 

 

 

 

 

 

 

 

Cash paid during the period for taxes

 

$

 

$

 

 

See Notes to Unaudited Financial Statements.

3



BBC GRAPHICS OF PALM BEACH, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

December 31, 2008

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Nature of Operations

BBC Graphics of Palm Beach, Inc. (the “Company”) was incorporated in the state of Florida on May 28, 1999 and operated as a full-service nationwide advertising agency with an emphasis on graphic design. The Company’s primary sources of revenues included design services such as corporate logo design, as well as all types of printed collateral and displays.

In April 2006, the Company discontinued operations associated with the graphic design business that was organized in 1999. The Company’s current plan of operations consists of acquiring an operating business. The Company has not identified a target acquisition yet. The Company’s current plan of business is to seek merger or acquisition opportunities. The Company’s graphic design business operations are accounted for as discontinued operations in the accompanying financial statements.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has experienced substantial losses from its graphic business operations since its inception as well as negative cash flows from its current operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue in existence as a going concern, after discontinuation of its graphics design business, is dependent upon its ability to obtain equity or debt financing. Management is unable to determine whether it will be successful in obtaining such equity or debt financing.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10Q and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and the footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of recurring accruals, considered for a fair presentation have been included. These financial statements should be read in conjunction with the financial statements for the year ended September 30, 2008 and notes thereto and other pertinent information contained in the form KSB of the Company for the year ended September 30, 2008 as filed with the Securities and Exchange Commission (the “Commission”). Operating results for the three-month period ended December 31, 2008 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2009.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Loss from Operations

The loss from operations was $11,228 and $97,805 for the three-month period ending December 2008 and 2007, respectively. Operating expenses were $11,228 and $97,805 during the three-month period ending December 2008 and 2007, respectively.

4



BBC GRAPHICS OF PALM BEACH, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

December 31, 2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-(continued)

Cash and Cash Equivalents

The Company considers all highly-liquid debt instruments with original maturities of three months or less to be cash equivalents. There were no cash equivalents at December 31, 2008.

Revenue Recognition

Revenue is recognized on the sales of products when the customer receives title to the goods, generally upon delivery. Revenue for sale of products and services is recorded on a gross basis, since the Company is responsible for fulfillment, and is recognized upon the acceptance of the products and services ordered by the customer

Recent Accounting Pronouncements

In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets.” FSP No. FAS 132(R)-1 enhances disclosures regarding assets in defined benefit pension or other postretirement plans. FSP No. FAS 132(R)-1 is effective for us in the fourth quarter of fiscal 2010. We are currently assessing the impact that FSP No. FAS 132(R)-1 will have on our Financial Statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.” SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” to provide improved transparency into the uses and financial statement impact of derivative instruments and hedging activities. We plan to adopt SFAS No. 161 in the second quarter of fiscal 2009. The adoption of SFAS No. 161 will not have a material impact on our Financial Statements.

In April 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) FAS No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”). This pronouncement amends FASB Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”), regarding the factors that should be considered in developing the useful lives for intangible assets with renewal or extension provisions. FSP FAS 142-3 requires an entity to consider its own historical experience in renewing or extending similar arrangements, regardless of whether those arrangements have explicit renewal or extension provisions, when determining the useful life of an intangible asset. In the absence of such experience, an entity shall consider the assumptions that market participants would use about renewal or extension, adjusted for entity-specific factors. FSP FAS 142-3 also requires an entity to disclose information regarding the extent to which the expected future cash flows associated with an intangible asset are affected by the entity’s intent and/or ability to renew or extend the arrangement. FSP FAS 142-3 will be effective for qualifying intangible assets acquired by the Company on or after July 1, 2009. The application of FSP FAS 142-3 is not expected to have a material impact on the Company’s results of operations, cash flows or financial positions; however, it could impact future transactions entered into by the Company.

5



BBC GRAPHICS OF PALM BEACH, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

December 31, 2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-(continued)

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141R”), which replaces SFAS No. 141. SFAS No. 141R establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141R is to be applied prospectively to business combinations for which the acquisition date is on or after an entity’s fiscal year that begins after December 15, 2008. The Company is currently evaluating the requirements of SFAS No. 141R.

Customer Concentration Risk

There were no revenues and no customers during the three- month period ending December 2008 and 2007, respectively.

Concentration of Credit Risk

The Company’s cash and cash equivalents accounts are held at financial institutions and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. To reduce its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institutions in which it holds deposits. As of December 31, 2008, the Company had no deposits in excess of FDIC limits.

Product Concentration

None.

Use of Estimates

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

Income Taxes

Income taxes are accounted for in accordance with SFAS No. 109, Accounting for Income Taxes. SFAS No. 109 requires the recognition of deferred tax assets and liabilities to reflect the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and tax bases of the Company’s assets and liabilities result in a deferred tax asset, SFAS No. 109 requires an evaluation of the probability of being able to realize the future benefits indicated by such assets. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some or all of the deferred tax asset will not be realized.

6



BBC GRAPHICS OF PALM BEACH, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

December 31, 2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-(continued)

Segment reporting

The Company currently has no operations. The Company’s chief operating decision-making evaluated the performance of the Company based upon revenues and expenses by functional areas, including its loss from discontinued operations, as disclosed in the Company’s statements of operations.

Loss Per Common Share

Loss per common share is calculated under the provisions of SFAS No. 128, “Earnings per Share,” which established new standards for computing and presenting loss per share. SFAS No. 128 requires the Company to report both basic loss per share, which is based on the weighted-average number of common shares outstanding, and diluted loss per share, which is based on the weighted-average number of common shares outstanding plus all potential dilutive common shares outstanding.

The following table sets forth the computation of basic and diluted earnings (loss) per share:

 

Numerator:

 

Three month
period ended
December 31,
2008

 

Three month
period ended
December 31,
2007

 

 

 

 

 

 

 

 

 

Net loss

 

$

(11,228

)

$

(97,805

)

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

Denominator for basic loss per share

 

 

 

 

 

 

 

(weighted-average shares)

 

 

87,500,000

 

 

84,500,000

 

 

 

 

 

 

 

 

 

Denominator for dilutive loss per share

 

 

 

 

 

 

 

(adjusted weighted-average)

 

 

87,500,000

 

 

84,500,000

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share from continuing operations

 

$

0.00

 

$

0.00

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share from discontinued operations

 

$

0.00

 

$

0.00

 

 

Fair value of Financial Instruments

The carrying value of other receivables and accounts payable and accrued expenses approximate their fair value due to their short-term maturities.

7



BBC GRAPHICS OF PALM BEACH, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

December 31, 2008

NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable at December 31, 2008 amounted to approximately $24,348. Accrued expenses at December 31, 2008 amounted to approximately $140,000, and the Company had a bank overdraft of $557.

NOTE 4 - DUE TO SHAREHOLDER

One of the Company’s shareholders advanced to the Company approximately $5,000 during the three-month period ended December 31, 2008. The advance is unsecured, non-interest bearing and is payable on demand. Total shareholder advances made through December 31, 2008 amounted to $154,871.

NOTE 5 - STOCK OPTION PLAN

Under the Company’s stock option plan, adopted March 1, 2001, 1,000,000 shares of common stock were reserved for issuance upon exercise of options granted to directors, officers and employees of the Company. The Company is authorized to issue Incentive Stock Options (“ISOs”), which meet the requirements of Section 42 of the Internal Revenue Code of 1986. At its discretion, the Company can also issue Non Statutory Options (“NSOs”). When an ISO is granted, the exercise price shall be equal to the fair market value per share of the common stock on the date of the grant. The exercise price of an NSO shall not be less than fair market value of one share of the common stock on the date the option is granted. The vesting period will be determined on the date of grant. As of December 31, 2008, no options had been granted.

8



CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-QSB includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” anticipate,” believe,” estimate,” continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those in our other Securities and Exchange Commission filings, including our Registration Statement on Form 10-SB/A filed on March 22, 2007. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report.

Item 2.

Management’s Discussion and Analysis

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to the risks discussed in this report.

Overview

From our organization in May 1999 through April 2006, we operated an advertising and graphics design business. In April 2006, we discontinued this business after our reinstatement from administrative dissolution. Our current plan of operations is to identify and acquire, through merger, acquisition or sale of our common stock, an operating business with growth potential. We have not yet identified any potential acquisition targets.

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 or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

 

During the next 12 months we anticipate incurring costs related to:

(i)          preparation of current, quarterly and annual reports required to be filed with the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) or proxy statements or information statements required to be delivered to shareholders pursuant to Section 14 of the Exchange Act; and

(ii)         costs relating to identifying and consummating an acquisition.

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 by or invested in us by our stockholders, management or other investors.

9



We may consider 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.

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 and 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 it 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 which 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.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, but are not limited to the realization of accounts receivables. Actual results will differ from these estimates.

10



Results of Operations

Three Months Ended December 31, 2008 (Fiscal 2009-First Quarter) vs. Three Months Ended December 31, 2007 (Fiscal 2008-First Quarter)

 

Fiscal 2009–
First Quarter

Fiscal 2008 –
First Quarter

$ Change

Revenues

$0

$0

$0

Selling, General and Administration Expenses

11,228

97,805

86,577

Net Loss

11,228

97,805

86,577

 

Selling, general and administrative expenses are primarily comprised of professional fees and other operating expenses associated with our status as a public company, and our efforts to identify and consummate an acquisition of an operating company. The decrease in selling, general, and administrative expenses during Fiscal 2009 – First Quarter when compared to Fiscal 2008 – First Quarter is primarily due to a decrease in accrued salaries of $85,000.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements during the three months ended December 31, 2008 that have, or are reasonably likely to have, a current or future affect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our interests.

Changes in Financial Position, Liquidity and Capital Resources

 

Fiscal 2009–
First Quarter

Fiscal 2008 –
First Quarter

$ Change

Cash Flow from Operating Activities

$(5,235)

$(60,446)

$55,211

Cash Flow from Investing Activities

0

0

0

Cash Flow from Financing Activities

5,000

60,446

(55,446)

 

During Fiscal 2009 – First Quarter, our cash used by operating activities resulted primarily from:

 

our loss from operations of approximately $11,228 and an increase in other receivables of $9,870, offset by an increase in accrued expenses and accounts payable of approximately $15,863.

During Fiscal 2009 – First Quarter, our cash provided by financing activities resulted primarily from:

 

advances from a shareholder of approximately $5,000.

During Fiscal 2008 – First Quarter, our cash used in operating activities resulted primarily from:

 

our loss from continuing operations of approximately $97,805, offset by an increase in accrued expenses of $37,359.

11



During Fiscal 2008 – First Quarter, our cash provided by financing activities resulted primarily from:

 

advances from a shareholder of approximately $60,446.

As of December 31, 2008, we had a bank overdraft of $557. As of February 2, 2009, we have cash of approximately $0. Until we complete a business combination, we have no source of revenues to fund our operating expenses. We anticipate incurring expenses for accounting and legal fees related to our filings with the Securities and Exchange Commission, as well as due diligence fees and expenses associated with locating an appropriate company with whom to complete a business combination, and professional fees associated with negotiating and completing a business combination. HASCO Holdings, LLC, our largest stockholder, presently plans to fund these expenses.

We presently have no plans to hire any additional personnel in connection with our continuing operations. However, if operations are expanded through a business combination or acquisition, we expect to hire personnel to work in the new operating company and may enter into full-time employment agreements with our president or others to oversee our new operations. The number of employees which we may be hire will be determined based on our ability to support the increased cost through cash flow generated by such business.

Impact of Recently Issued Accounting Pronouncements

The following accounting pronouncements were issued prior to the end of fiscal 2008 and were considered in preparing the financial statements that appear in this report:

In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets.” FSP No. FAS 132(R)-1 enhances disclosures regarding assets in defined benefit pension or other postretirement plans. FSP No. FAS 132(R)-1 is effective for us in the fourth quarter of fiscal 2010. We are currently assessing the impact that FSP No. FAS 132(R)-1 will have on our Condensed Consolidated Financial Statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.” SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” to provide improved transparency into the uses and financial statement impact of derivative instruments and hedging activities. We plan to adopt SFAS No. 161 in the second quarter of fiscal 2009. The adoption of SFAS No. 161 will not have a material impact on our Condensed Consolidated Financial Statements.

In April 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) FAS No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”). This pronouncement amends FASB Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”), regarding the factors that should be considered in developing the useful lives for intangible assets with renewal or extension provisions. FSP FAS 142-3 requires an entity to consider its own historical experience in renewing or extending similar arrangements, regardless of whether those arrangements have explicit renewal or extension provisions, when determining the useful life of an intangible asset. In the absence of such experience, an entity shall consider the assumptions that market participants would use about renewal or extension, adjusted for entity-specific factors. FSP FAS 142-3 also requires an entity to disclose information regarding the extent to which the expected future cash flows associated with an intangible asset are affected by the entity’s intent and/or ability to renew or extend the arrangement. FSP FAS 142-3 will be effective for qualifying intangible assets acquired by the Company on or after July 1, 2009. The application of FSP FAS 142-3 is not expected to have a material impact on the Company’s results of operations, cash flows or financial positions; however, it could impact future transactions entered into by the Company.

12



In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141R”), which replaces SFAS No. 141. SFAS No. 141R establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141R is to be applied prospectively to business combinations for which the acquisition date is on or after an entity’s fiscal year that begins after December 15, 2008. The Company is currently evaluating the requirements of SFAS No. 141R.

The Company’s adoption of these pronouncements did not have a material effect on the financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

Item 3.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of December 31, 2008, we carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management, including Hal Compton, Sr., our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, Mr. Compton concluded that our disclosure controls and procedures are effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

We know of no pending legal proceedings to which we are a party which are material or potentially material, either individually or in the aggregate. We are from time to time, during the normal course of our business operations, subject to various litigation claims and legal disputes. We do not believe that the ultimate disposition of any of these matters will have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

13



Item 6.

Exhibits

 

Exhibit No.

Description of Document

31.1

Certification dated February 10, 2009 pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Hal Compton, Sr., Chief Executive Officer and Chief Financial Officer.

32.1

Certification dated February 10, 2009 pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 made by Hal Compton, Sr., Chief Executive Officer and Chief Financial Officer.

 

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.

 

BBC GRAPHICS OF PALM BEACH, INC.

 

 

Date:  February 10, 2009

/s/ Hal Compton, Sr.
Hal Compton, Sr.
Chief Executive Officer and Chief Financial Officer
(principal financial officer and principal accounting officer)

 

14


EX-31 2 ex311.htm RULE 13A-14(A)/15D-14(A) CERTIFICATION

Exhibit 31.1

Certification of Principal Executive Officer required by SEC Rule 13a-14(a)

(17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a))

I, Hal Compton, Sr., certify that:

1.           I have reviewed this quarterly report on Form 10-Q of BBC Graphics of Palm Beach, Inc.;

2.           Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.           Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.           The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:

a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)           Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)           Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5.           The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date:  February 10, 2009

 

By:

/s/ Hal Compton, Sr.
Hal Compton, Sr.
Chief Executive Officer and Chief Financial Officer

 


EX-32 3 ex321.htm SECTION 1350 CERTIFICATION

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the period ended December 31, 2008 as filed with the Securities and Exchange Commission by BBC Graphics of Palm Beach, Inc. (the “Company”) on the date hereof (the “Report”), Hal Compton, Sr., Chief Executive Officer and Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

              The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

              The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date:  February 10, 2009

 

/s/ Hal Compton, Sr.
Hal Compton, Sr.
Chief Executive Officer and Chief Financial Officer

 

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


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