10QSB/A 1 neigh1qa2005.txt AMENDED QUARTERLY REPORT U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form 10-QSB (Mark One) [x] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2005. -------------------------------------------------------------------------- [ ] Transition Report under Section 13 or 15(d)of the Exchange Act For the Transition Period from ________ to ___________ -------------------------------------------------------------------------- Commission File Number: 000-50344 -------------------------------------------------------------------------- Neighborhood Connections, Inc. -------------------------------------------------- (Name of Small Business Issuer in its charter) Nevada 16-1630142 ------------------------------- ---------------------------------- (State or other jurisdiction of I.R.S. Employer Identification No. incorporation or organization) 3118 West Parkwood Avenue, Pmb 111, Webster, TX 77598 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) (281) 554-9560 -------------------------- Issuer's Telephone Number Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or 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 [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS Check whether the Registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS Common Stock, $0.001 par value per share, 60,000,000 shares authorized, 6,420,000 issued and outstanding as of March 31, 2005. Preferred Stock, $0.001 par value per share, 15,000,000 shares authorized, none issued nor outstanding as of March 31, 2005. Traditional Small Business Disclosure Format (check one) Yes [ ] No [X] 1 PART I. FINANCIAL INFORMATION Item 1. Financial Statements................................. 3 Independent Accountants' Review Report............... 4 Balance Sheet (unaudited)............................ 5 Statements of Operations (unaudited)................. 6 Statements of Cash Flows (unaudited)................. 7 Notes to Financial Statements........................ 8-9 Item 2. Management's Discussion and Analysis of Plan of Operation........................................ 10 Item 3. Controls and Procedures.............................. 14 PART II. OTHER INFORMATION Item 1. Legal Proceedings.................................... 15 Item 2. Changes in Securities and Use of Proceeds............ 15 Item 3. Defaults upon Senior Securities...................... 15 Item 4. Submission of Matters to a Vote of Security Holders................................. 15 Item 5. Other Information..................................... 15 Item 6. Exhibits and Reports on Form 8-K...................... 15 Signatures...................................................... 16 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS As prescribed by Item 310 of Regulation S-B, the independent auditor has reviewed these unaudited interim financial statements of the registrant for the three months ended March 31, 2005. The financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. The unaudited financial statements of registrant for the three months ended March 31, 2005, follow. 3 BECKSTEAD AND WATTS, LLP ---------------------------- CERTIFIED PUBLIC ACCOUNTANTS 2425 W Horizon Ridge Parkway Henderson, NV 89052 702.257.1984 tel 702.362.0540 fax INDEPENDENT ACCOUNTANTS' REVIEW REPORT Board of Directors Neighborhood Connections, Inc. (a Development Stage Company) We have reviewed the accompanying balance sheet of Neighborhood Connections, Inc. (a Nevada corporation) (a development stage company) as of March 31, 2005 and the related statements of operations for the three months ended March 31, 2005 and 2004 and for the period September 18, 2002 (Inception) to March 31, 2005, and statements of cash flows for the three months ended March 31, 2005 and 2004 and for the period September 18, 2002 (Inception) to March 31, 2005. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying financial statements referred to above for them to be in conformity with generally accepted accounting principles in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has had limited operations and has not commenced planned principal operations. This raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Beckstead and Watts, LLP has previously audited, in accordance with generally accepted auditing standards established by the Public Company Accounting Oversight Board (United States), the balance sheet of Neighborhood Connections, Inc. (a development stage company) as of December 31, 2004, and the related statements of operations, stockholders' equity, and cash flows for the year then ended (not presented herein) and in our report dated February 24, 2005, we expressed an unqualified opinion on those financial statements. /s/ Beckstead and Watts, LLP ---------------------------- Beckstead and Watts, LLP May 11, 2005 4 Neighborhood Connections, Inc. (a Development Stage Company) Balance Sheet (unaudited)
Balance Sheet March 31, 2005 ------------- Assets Current assets: Cash and equivalents $ 175 ------------- 175 ------------- $ 175 ============= Liabilities and Stockholders' Equity Current liabilities: - ------------- Stockholders' equity: Series A preferred stock, $0.001 par value, 5,000,000 shares authorized, zero shares issued or outstanding - Series B preferred stock, $0.001 par value, 5,000,000 shares authorized, zero shares issued or outstanding - Series C preferred stock, $0.001 par value, 5,000,000 shares authorized, zero shares issued or outstanding - Common stock, $0.001 par value, 60,000,000 shares authorized, 6,420,000 shares issued and outstanding 6,420 Additional paid-in capital 16,780 Earnings (Deficit) accumulated during development stage (23,025) ------------- 175 ------------- $ 175 =============
The accompanying Notes are an integral part of these financial statements. 5 Neighborhood Connections, Inc. (a Development Stage Company) Statements of Operations For the Three Months Ending March 31, 2005 and 2004 and For the Period September 18, 2002 (Inception) to March 31, 2005 (unaudited)
Statements of Operations Three Months Ending September 18, 2002 March 31, (Inception) to ------------------------ March 31, 2005 2004 2005 ----------- ----------- ------------------ Revenue $ - $ - $ 1,050 ----------- ----------- ------------------ Expenses: Impairment of goodwill 3,600 3,600 Organizational costs - - 1,821 General and administrative expenses - related party - - 2,000 General and administrative expenses 2,059 924 16,654 ----------- ----------- ------------------ Total expenses 2,059 4,524 24,075 ----------- ----------- ------------------ Net (loss) $ (2,059) $ (4,524) $ (23,025) =========== =========== ================== Weighted average number of common shares outstanding 6,420,000 5,000,000 =========== =========== Net (loss) per share $ (0.00) $ (0.00) =========== ===========
The accompanying Notes are an integral part of these financial statements. 6 Neighborhood Connections, Inc. (a Development Stage Company) Statements of Cash Flows For the Three Months Ending March 31, 2005 and 2004 and For the Period September 18, 2002 (Inception) to March 31, 2005 (unaudited)
Statements of Cash Flows Three Months Ending September 18, 2002 March 31, (Inception) to ------------------------ March 31, 2005 2004 2005 ----------- ----------- ------------------ Cash flows from operating activities Net (loss) $ (2,059) $ (4,524) $ (23,025) Adjustments to reconcile net (loss) to net cash (used) by operating activities: ----------- ----------- ------------------ Net cash (used) by operating activities (2,059) (4,524) (23,025) ----------- ----------- ------------------ Cash flows from investing activities Net cash used by investing activities - - - ----------- ----------- ------------------ Cash flows from financing activities Contributed capital 2,000 - 23,200 ----------- ----------- ------------------ Net cash provided by financing activities 2,000 - 23,200 ----------- ----------- ------------------ Net increase in cash (59) (4,524) 175 Cash - beginning 234 (30) - ----------- ----------- ------------------ Cash - ending $ 175 $ (4,554) $ 175 =========== =========== ================== Supplemental disclosures: Interest paid $ - $ - $ - =========== =========== ================== Income taxes paid $ - $ - $ - =========== =========== ==================
The accompanying Notes are an integral part of these financial statements. 7 NEIGHBORHOOD CONNECTIONS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES NOTE 1 - BASIS OF PRESENTATION The condensed interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. It is suggested that these condensed interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2004 and notes thereto included in the Company's 10-KSB annual report. The Company follows the same accounting policies in the preparation of interim reports. Results of operation for the interim period are not indicative of annual results. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES Organization ------------ On March 19, 2004, the Company entered into an "Acquisition Agreement and Plan of Merger" whereby the Company has acquired all outstanding shares of common stock of JCG, Inc. from its sole stockholder in an exchange for $3,600 in cash. The business combination has been accounted for use the purchase method. The Company recorded goodwill of $3,600 in connection with the acquisition. Goodwill -------- The Financial Accounting Standards Board ("FASB") recently issued Statements of Financial Accounting Standards Nos. 141 "Business Combinations", 142 "Goodwill and Other Intangible Assets" and 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". (SFAS 141", "SAFS 142" and "SFAS 144"). All of these pronouncements are effective for fiscal years beginning after December 31, 2001. Under SFAS 141, a company must use the purchase method of accounting for all business acquisitions. SFAS 142 requires a company to periodically evaluate impairment (as opposed to amortize) goodwill and intangible assets. 8 NEIGHBORHOOD CONNECTIONS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES Effective January 1, 2004, the Company adopted SFAS 142 and as such, will test the goodwill balance for impairment at least on an annual basis. Such an analysis will be based upon the expected future cash flows of JCG, Inc. Goodwill resulting from the acquisition of JCG, Inc. was analyzed during the period ended March 31, 2004 and an impairment was recognized in the amount of $3,600. NOTE 3 - GOING CONCERN These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As at March 31, 2005, the Company has recognized minimal revenue to date and has accumulated operating losses of approximately $23,025 since inception. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used to further development of the Company's products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty. NOTE 4 - RELATED PARTY TRANSACTIONS The Company does not lease or rent any property. A director provides office services without charge. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts. NOTE 5 - STOCKHOLDERS' EQUITY The Company is authorized to issue 60,000,000 shares of its $0.001 par value common stock, 5,000,000 shares of its $0.001 par value Series A preferred stock, 5,000,000 shares of its $0.001 par value Series B preferred stock, and 5,000,000 shares of its $0.001 par value Series C preferred shares. For the three months ending March 31, 2005, there have been no other issuances of common and or preferred stock. An officer donated $2,000 to cover general and administrative expenses during the three (3) months ended March 31, 2005. 9 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS Neighborhood Connections, Inc. is a development stage pay telephone service company which provides management for the collection of pay telephone coin revenues. For the three month period ended March 31, 2005, the Company did not recognized any revenues and has accumulated operating losses of approximately $23,025 since inception. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. The financial statements have been prepared assuming the Company will continue to operate as a going concern which contemplates the realization of assets and the settlement of liabilities in the normal course of business. No adjustment has been made to the recorded amount of assets or the recorded amount or classification of liabilities which would be required if the Company were unable to continue its operations. Results of Operations --------------------- For the three months ended March 31, 2005, the Company generated no revenues as compared to no revenues for the same period last year. For the three months ended March 31, 2005, the Company incurred a net loss of $(2,059) as compared to net loss of $(4,524) for the same period last year. The decrease in net loss can be contributed to impairment of goodwill incurred last year. Since the Company's inception the Company has lost $23,025. Plan of Operation ----------------- Management does not believe that the Company will be able to generate significant profit during the coming year, unless the company can define a better strategy to market its services. Management does not believe the company will generate any significant profit in the near future, as placements for its pay telephone systems are almost non-existent. Liquidity and Capital Resources ------------------------------- The Company is authorized to issue 60,000,000 shares of its $0.001 par value common stock and 15,000,000 shares of its $0.001 par value preferred stock. On September 18, 2002, the Company issued 5,000,000 shares of its $.001 par value common stock for cash of $5,000. On June 30, 2003, the Company issued 1,420,000 shares of its $0.001 par value common stock at $0.01 per share for cash of $14,200. The shares were issued pursuant to a Securities and Exchange Commission Rule 504 offering. Of the total, $1,420 is considered common stock, and $12,780 is considered additional paid-in capital. 10 On May 1, 2003, Neighborhood was issued a permit to sell securities by the State of Nevada, pursuant to our application for registration by qualification of our offering of Common Stock in that state (See Exhibit 99 "Notice of Effectiveness"). The application for registration by qualification was filed pursuant to the provisions of NRS 90.490, which requires the public filing and delivery to investors of a substantive disclosure document before sale. On June 30, 2003, Neighborhood completed a private offering of shares of our common stock pursuant to Regulation D, Rule 504 of the Securities Act of 1933, as amended, and the registration by qualification of said offering in the State of Nevada, whereby Neighborhood sold 1,420,000 shares of Common Stock for an accumulated total of $14,200 to approximately 40 unaffiliated shareholders of record, none of whom were or are officers, directors or affiliates of the Company. The entire offering was conducted exclusively in the State of Nevada, pursuant to the permit issued by the State of Nevada. The Company filed an original Form with the Securities and Exchange Commission on or about July 7, 2003. As of March 31, 2005, therefore, the number of common shares issued and outstanding is six million four hundred twenty thousand (6,420,000). The Company does not have any preliminary agreements or understandings between the company and its stockholders/officers and directors with respect to loans or financing to operate the company. The Company currently has no arrangements or commitments for accounts and accounts receivable financing. Employees --------- The Company currently has one employee, who also serves an officer and director of the Company. The Company does not plan to hire any additional employees until it can become an profitable entity. The Company has no material commitments for capital expenditures nor does it foresee the need for such expenditures over the next year. 11 Market For Company's Common Stock (i) Market Information ----------------------- (1) On or about January 28, 2003, the common stock of the Company was cleared for trading on the National Quotation Bureau "Pink Sheets." On or about April 20, 2005, the common stock of the Company was cleared for trading on the OTC-Bulletin Board. No shares have traded since the Company began trading. (2)(i) There is currently no Common Stock which is subject to outstanding options or warrants to purchase, or securities convertible into, the Company's Common Stock. (ii) There is currently no common Stock of the Company which could be sold under Rule 144 under the Securities Act of 1933, as amended, or that the registrant has agreed to register for sale by the security holders. (iii) There is currently no common equity that is being or is proposed to be publicly offered by the registrant, the offering of which could have a material effect on the market price of the issuer's common equity. (iv) The Company did not repurchase any of its shares during the first nine months of the fiscal year covered by this report. (ii) Dividends -------------- Holders of common stock are entitled to receive such dividends as the board of directors may from time to time declare out of funds legally available for the payment of dividends. No dividends have been paid on our common stock, and we do not anticipate paying any dividends on our common stock in the foreseeable future. 12 Forward-Looking Statements -------------------------- This 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. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-QSB which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), finding suitable merger or acquisition candidates, expansion and growth of the Company's business and operations, and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, general economic market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company. This Form 10-QSB contains statements that constitute "forward-looking statements." These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this Registration and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Factors that could adversely affect actual results and performance include, among others, the Company's limited operating history, dependence on continued growth in the irrigation industry, potential fluctuations in quarterly operating results and expenses, government regulation dealing with irrigation systems, technological change and competition. Consequently, all of the forward-looking statements made in this Form 10-QSB are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements. 13 Item 3. Controls and Procedures As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation, the principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There was no change in the Company's internal control over financial reporting during the Company's most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 14 PART II OTHER INFORMATION ITEM 1. Legal Proceedings The Company is not a party to any legal proceedings. ITEM 2. Changes in Securities and Use of Proceeds None. ITEM 3. Defaults upon Senior Securities None. ITEM 4. Submission of Matters to a Vote of Security Holders During the quarter ended, no matters were submitted to the Company's security holders. ITEM 5. Other Information None. ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Title of Document ----------------------------------------------- 31.1 Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K The Company filed a Current Report dated October 22, 2004, pursuant to Item 8.01 ("Other Events"), regarding a change of corporate address. 15 SIGNATURES In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. NEIGHBORHOOD CONNECTIONS, INC. ------------------------------ (Registrant) Dated: August 17, 2005 By: /s/ Ruth Selmon --------------- -------------------------------- Ruth Selmon Chief Executive Officer Chief Financial Officer 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. NEIGHBORHOOD CONNECTIONS, INC. Date: August 17, 2005 By: /s/ Ruth Selmon --------------- ------------------------------- Ruth Selmon Chief Executive Officer 16