Originally New York (ONYI) 10QSB 2006 Q3 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: September 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.)
216 N Commercial Ave Eagle Grove, IA 50533 (Address of principal executive offices)		50533 (Zip Code)
515-603-6292 (Registrant’s telephone number, including area code)
2505 Anthem Village Drive, Suite E-404 Henderson, NV (702) 407-8222 (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.

Yesx Noo

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

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 September 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	9
Item 3. Controls and Procedures	10
PART II - OTHER INFORMATION	11
Item 4. Exhibits	11
SIGNATURES	12

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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.

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Originally New York, Inc.

(a Development Stage Company)

Balance Sheet

(unaudited)

	December 31			September 30
	2005			2006
Assets
Current assets:
Cash	$	10,474		$	1,074
Total current assets		10,474			1.074
		10,474			1,074
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable shareholders	$	12,424		$	—
Due to President		72			—
Accrued executive compensation - President		12,033			1,074
Accrued payroll taxes		2,076			—
Total current liabilities	$	26,605		$	1,074
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			223,654
(Deficit) accumulated during development stage		(185,472	)		(237,978	)
Stockholder’s deficiency		(16,131	)		—
	$	10,474		$	1,074

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Originally New York, Inc.

(a Development Stage Company)

Statements of Operations

(unaudited)

	Three months ended						Nine months ended						March 12, 2001
	September 30,						September 30,						(Inception) to
	2006			2005			2006			2005			September 30, 2006
Revenue	$	—		$	—		$	—		$	—		$	331
Cost of sales		—			—			—			—			213
Gross profit		—			—			—			—			118
Expenses:
General and administrative expenses		6,274						34,946			5,274			137,582
Commission expense		—						—			—			9,294
Consulting expense - related party		—			—									44,250
Executive compensation-President		2,250			1,800			16,750			5,400			39,550
Payroll taxes – President		270			—			810						2,885
Depreciation and amortization		—			—						—			4,535
Total expenses		8,794			1,800			52,506			10,674			238,096
Net (loss)	$	(8,794	)	$	(1,800	)	$	(52,506	)	$	(10,674	)	$	(237,978	)
Weighted average number of
common shares outstanding - basic and fully diluted		14,324,036			14,224,036			14,324,036			14,224,036
Net (loss) per share - basic and fully diluted	$	(.000	)	$	(.000	)	$	(.003	)	$	(.000	)

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Originally New York, Inc.

(a Development Stage Company)

Statements of Cash Flows

(unaudited)

	Nine months ended					March 12, 2001
	September 30, 2006,					(Inception) to
	2006			2005		September 30, 2006
Cash flows from operating activities
Net (loss)	$	(52,506	)	(10,674	)	$	(237,978	)
Adjustments to reconcile net (loss) to
net cash (used) by operating activities:
Shares issued for services		10,000					15,250
Contribution of Capital		58,637					58,637
Depreciation and amortization							4,535
Non-cash exchange of assets for executive compensation							2,697
Changes in operating assets and liabilities:
(Increase) decrease in inventory
(Increase) decrease in prepaid expense
Increase (decrease) in accounts payable and accrued expense		(12,424	)	2,077
Increase (decrease) in accrued executive compensation		(11,031	)	3,600			1,074
Increase in accrued payroll taxes		(2,076	)
Net cash (used) by operating activities		(9,400	)	(2,957	)		(155,785	)
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		—
Net cash provided by financing activities		—		2,500			165,091
Net increase (decrease) in cash		(9,400	)	(457	)		1,074
Cash - beginning		10,474		11,461			—
Cash - ending	$	1,074		11,004			1,074
Supplemental disclosures:
Interest paid	$	—		—		$	0
Income taxes paid	$	—		—		$	0
Non-cash transactions:
Shares issued for services provided	$	10,000				$	15,230
Number of shares issued for services		100,000					175,000

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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 September 30, 2006, and had nominal sales. The future of the Company was dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities. However, the Company was dependent upon its ability to secure equity and/or debt financing and there were no assurances the Company would be successful, without sufficient financing it would have been unlikely for the Company to continue as a going concern.

Note 3 - Related party transactions

On November 1, 2002, the Company agreed to compensate the former 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 nine months ended September 30, 2005 and 2006, the Company had executive compensation of $5,400 and $16,750, respectively. See Note 5.

The Company does not lease or rent any property. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The former president and director of the Company was involved in other business activities.

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Note 4 - Stock Split

Effective as of October 18th, 2006, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock from 40,000,000 to 120,000,000 and to effect a three-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 then President as partial payment for the services he provides to the Company. 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.

Note 6 – Settlement of Liabilities

Prior to the subsequent event one of the principal shareholders, prior to the issuance of the new shares entered, into settlement agreements with then president and other professionals to pay them directly. The difference between the settled liability amounts and the booked amounts were reflected as contributed capital as of September 30, 2006.

Note 7 – Subsequent Event

October 19, 2006, the Company completed a Transaction Agreement (“Agreement”) with James Monroe Capital Group, a Delaware corporation and Vineyard Creek Investments, LLC. Pursuant to the Agreement, James Monroe Capital Group contributed assets and Vineyard Creek Investments, LLC purchased $300,000 of our common stock. The Company issued 33,201,000 common shares to James Monroe Capital Group and 19,499,000 to Vineyard Creek Investments, LLC which represents 80% of our outstanding shares.

James Monroe Capital Corporation exchanged an estimated $300,000 of real estate and equipment subject to approximately $143,000 of secured debt for 33,201,000 shares of the Company’s common stock. These shares were valued at .0047 per common share. Vineyard Creek Investments contributed $300,000 cash for 19,499,000 shares of the Company’s common stock. The price per share for this transaction was $.0154 dollars.

We will now undertake the business of developing, manufacturing and selling ethanol plants.

Future revenues are significantly dependent upon the sales of ethanol plants. To lessen dependency on the sales of these plants, the Company plans to establish and operate plants for ethanol production. We have not experienced any revenues from the sale of ethanol plants. The first plant is intended to be used for demonstration, customer training, research, and development. We expect to incur fees for the continued construction of ethanol plants. No assurance can be given that the Company will be successful in the endeavors.

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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 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 September 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 September 30, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 4. Exhibits

Exhibit No.	Description
31.1	Section 302 Certification of the Principal Executive Officer *
31.2	Section 302 Certification of the Principal Financial Officer *
32.1	Section 906 Certification of Principal Executive Officer *
32.2	Section 906 Certification of Principal Financial and Accounting Officer *

* Filed herewith

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Originally New York, Inc.

Date: November 16, 2006

By:/s/ Taylor Moffitt

Taylor Moffitt, CEO/Director

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Taylor Moffitt	Date: November 16, 2006
	Taylor Moffitt
	CEO/ /Director

By:	/s/ Chris McGovern	Date: November 16, 2006
	Chris McGovern
	President/Treasurer

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