Originally New York (ONYI) 10QSB Quarterly report (small business)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB
(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2006
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 Number: 000-50013
Originally New York, Inc. (Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization)		91-2107890 (I.R.S. Employer Identification No.)
2505 Anthem Village Drive, Suite E-404 Henderson, NV (Address of principal executive offices)		89052 (Zip Code)
(702) 407-8222 (Registrant’s telephone number, including area code)
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 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

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 14,324,036 shares of common stock as of June 30, 2006.

ORIGINALLY NEW YORK, INC.

(A Development Stage Company)

Table of Contents

	Page
PART I - FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Balance Sheet	4
Statements of Operations	5
Statements of Cash Flows	6
Notes	7
Item 2. Management’s Discussion and Analysis or Plan of Operation	10
Item 3. Controls and Procedures	11
PART II - OTHER INFORMATION	12
Item 6. Exhibits	12
SIGNATURES	13

2

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“Commission”). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company’s Annual Report on Form 10-KSB previously filed with the Commission on April 16, 2006, and subsequent amendments made thereto.

3

Originally New York, Inc.

(a Development Stage Company)

Balance Sheet

(unaudited)

	December 31,			June 30,
	2005			2006
Assets
Current assets:
Cash	$	10,474		$	1,164
Total current assets		10,474			1,164
	$	10,474			1,164
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable shareholders	$	12,424		$	40,786
Due to President		72			72
Accrued executive compensation - President		12,033			7,533
Accrued payroll taxes		2,076			2,526
Total current liabilities		26,605			50,917
Stockholders’ equity (deficiency):
Preferred stock, $0.001 par value, 5,000,000 shares
authorized, no shares issued and outstanding
Common stock, $0.001 par value, 40,000,000 shares
authorized, 14,224,036 shares (2005) and 14,324,036 (2006) issued and outstanding		14,224			14,324
Additional paid-in capital		155,117			165,017
(Deficit) accumulated during development stage		(185,472	)		(229,094	)
Stockholder’s deficiency		(16,131	)		(49,753	)
	$	10,474		$	1,164

4

Originally New York, Inc.

(a Development Stage Company)

Statements of Operations

(unaudited)

	Three months ended						Six months ended						March 12, 2001
	June 30,						June 30,						(Inception) to
	2006			2005			2006			2005			March 31, 2006
Revenue	$	—		$	—		$	—			—		$	331
Cost of sales		—			—									213
														—
Gross profit		—			—			—			—			118
Expenses:
General and administrative expenses		8,473			2,260			28,672			5,274			131,309
Commission expense		—						—			—			9,294
Consulting expense - related party		—			—									44,250
Executive compensation-President		12,700			1,800			14,500			3,360			37,300
Payroll taxes – President		270			—			450						2,525
Depreciation and amortization		—			—						—			4,535
Total expenses		21,443			4,060			43,622			8,634			229,212
Net (loss)	$	(21,443	)	$	(4,060	)	$	(43,622	)	$	(8,634	)	$	(229,094	)
Weighted average number of
common shares outstanding - basic and fully diluted		14,224,036			14,224,036			14,224,036			14,224,036
Net (loss) per share - basic and fully diluted	$	(.002	)	$	(.000	)	$	(.003	)	$	(.000	)

5

Originally New York, Inc.

(a Development Stage Company)

Statements of Cash Flows

(unaudited)

	Six months ended						March 12, 2001
	June 30, 2006,						(Inception) to
	2006			2005			June 30, 2006
Cash flows from operating activities
Net (loss)	$	(43,622	)	$	(8,634	)	$	(229,094	)
Adjustments to reconcile net (loss) to
net cash (used) by operating activities:
Shares issued for services		10,000						15,250
Depreciation and amortization								4,535
Non-cash exchange of assets for executive compensation								3,697
Changes in operating assets and liabilities:
(Increase) decrease in inventory
(Increase) decrease in prepaid expense
Increase (decrease) in accounts payable and accrued expense		28,362			2,077			40,786
Increase (decrease) in accrued executive compensation		(4,500	)		3,600			7,533
Increase in accrued payroll taxes		450						2,526
Net cash (used) by operating activities		(9,310	)		(2,957	)		(154,767	)
Cash flows from investing activities
Fixed assets		—			—			(3,282	)
Website development		—			—			(4,300	)
Intangible assets		—			—			(650	)
Net cash (used) by investing activities		—			—			(8,232	)
Cash flows from financing activities
Issuances of common stock		—			2,500			165,091
Increase in due to President		—						72
Net cash provided by financing activities		—			2,500			164,163
Net increase (decrease) in cash		(9,310	)		(457)			1,164
Cash - beginning		10,474			11,461			—
Cash - ending	$	1,164		$	11,004		$	1,164
Supplemental disclosures:
Interest paid	$	—		$	—		$	—
Income taxes paid	$	—		$	—		$	—
Non-cash transactions:
Shares issued for services provided		10,000						15,250
Number of shares issued for services		100,000						175,000

6

Originally New York, Inc.

(a Development Stage Company)

Notes

Note 1 - Basis of presentation

The 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 interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2005 and notes thereto included in the Company’s Form 10-KSB. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

Note 2 - Going concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred a net loss of ($207,652) for the period from March 1, 2001 (inception) to June 30, 2006, and had nominal sales. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities. However, the Company is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, without sufficient financing it would be unlikely for the Company to continue as a going concern.

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 3 - Related party transactions

As of March 31, 2004, a then shareholder, president and director of the Company paid for various expenses of the Company and he is currently owed $72. The total amount due to the individual is a loan that bears zero interest and is due on demand.

On November 1, 2002, the Company agreed to compensate the president on a month-to-month basis to perform various administrative services at a monthly rate of $600 (subsequently increased in 2006 to $750 per month retroactive to January 1, 2006). During the six months ended June 30, 2005 and 2006, the Company had executive compensation of $1,800 and $14,500, respectively. See Note 5.

The Company does not lease or rent any property. Office services are provided without charge by the president and director of the Company. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The president and director of the Company is 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.

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Note 4 - Stock Split

Effective as of May 25, 2005, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock from 20,000,000 to 40,000,000 and to effect a two-for-one forward split of the Company’s shares of common stock outstanding on such date.

Note 5 - Issuance of Shares For Services

Effective January 1, 2006, the Company issued 100,000 Common Shares to its President as partial payment for the services he provides as the Company’s President. These shares were valued at $.10 per share based on management’s estimate of the market price of the Company’s common stock net of restrictions at the effective date.

8

Item 2. Management’s Discussion and Plan of Operation

Forward-Looking Statements

This report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including “could”, “may”, “will”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue” or “opportunity”, the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors, including the risks described below and in other parts of this report. These factors may cause our actual results to differ materially from any forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update any of the forward-looking statements after the date of this report to conform them to actual results or to changes in our expectations.

Plan of Operation

We were incorporated in Nevada on March 12, 2001. Our initial business consisted of marketing a proprietary line of sports and athletic garments bearing our logos. We established a website to serve as the principal method of marketing, selling and distributing our proprietary products. We applied to the U.S. Patent and Trademark office for trademark protection for two of our logos, both of which applications were denied and subsequently abandoned by the Patent and Trademark office. From inception, we generated $331 in revenue from the sale of our products on our website. As of December 31, 2004, we transferred all proprietary assets and rights pertaining to our business to our president, Leonard Luner, in exchange for the reduction of his accrued executive compensation in the amount of $6,307. During 2005, we decided to abandon any effort to operate our originally intended business. Originally New York has no properties and had an accumulated deficit of $229,094 as of June 30, 2006.

We are seeking to acquire a target business which we believe has significant growth potential. We have not selected any particular industry or target business on which to concentrate our efforts. Most likely, the target business will be located in the United States, but we reserve the right to select a target business located in a foreign jurisdiction.

We may select a target business which has recently commenced operations, is a developing company in need of additional funds for expansion, or is an established business which may be experiencing financial or operating difficulties and needs additional capital. Accordingly, any target business that is selected may be financially unstable or in its early stage of development or growth without any history of sales or earnings. In such event, we will be subject to significant risks inherent in the business and operations of financially unstable or development stage companies.

Our management anticipates that we will be able to complete only one business combination, due to our limited resources and the likelihood that the owners of the target business will obtain a controlling interest in us. Our inability to diversify our operations may subject us to economic fluctuations within a particular industry or business and increase the risks associated with the target business.

We anticipate that any business combination will present significant risks. This is because most, if not all, of the potential target businesses available to us will be financially unstable, or in their early development or growth without any established history of sales or earnings. There can be no assurance that we will be able to identify a suitable target business and complete a business combination or that any target business with which we combine will be successful.

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Item 3. Controls and Procedures

We maintain a system of disclosure controls and procedures which are designed to ensure that information required to be disclosed by us in the reports filed under the Securities Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the Securities and Exchange Commission’s rules and forms. Based on an evaluation performed, our certifying officers have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.

We do not believe that there has been any change in our internal control over financial reporting during the three-month period ended June 30, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

10

PART II - OTHER INFORMATION

Item 6. Exhibits

Exhibit Number	Name and/or Identification of Exhibit
31.1	Certification of the President
31.2	Certification of the Chief Financial Officer
32	Certification of the President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

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SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

August 14, 2006

ORIGINALLY NEW YORK, INC.

By: /s/ Leonard H. Luner

Leonard H. Luner, Chief Executive Officer

and Chief Financial Officer

12