SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM 10-QSB
____________________________
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
_______________ to _______________
Commission File # 000-52861
BRITTON INTERNATIONAL INC.
(Exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
47-0926548
(IRS Employer Identification Number)
725 Kendall Lane, Boulder City, Nevada 89005
(Address of principal executive offices)
(702) 293-3613
(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 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 filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes [X] No [ ]
The issuer had 70,806,270 shares of common stock issued and outstanding as of December 17, 2007.
Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]
INDEX TO FINANCIAL STATEMENTS
Quarter Two – Fiscal 2008
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Page | |
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Balance Sheet | F-1 |
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Statements of Operations | F-2 |
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Statement of Stockholders’ Equity | F-3 |
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Statements of Cash Flows | F-4 |
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Notes to Financial Statements | F-5 to F-8 |
BRITTON INTERNATIONAL INC.
(a Development Stage Company)
Balance Sheet
(unaudited)
October 31,2007 | ||
ASSETS | ||
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CURRENT ASSETS | ||
Cash | $ | 1,724 |
Prepaid expenses | 485 | |
Total current assets | 2,209 | |
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Total assets | $ | 2,209 |
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LIABILITIES AND STOCKHOLDERS’ (DEFICIT) | ||
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CURRENT LIABILITIES | ||
Accounts payable | $ | 11,080 |
Accrued liabilities | 1,500 | |
Shareholder loans from related party (Note 6) | 52,903 | |
Accrued interest payable | 231 | |
Total current liabilities | $ | 65,714 |
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COMMITMENTS AND CONTINGENCIES (Notes 2 and 6) | ||
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STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Common shares, 100,000,000 shares with par value of $0.0001 | $ | 236 |
Paid-in Capital (Note 5) | 91,201 | |
Accumulated deficit in the development stage (Note 3) | (154,942) | |
Accumulated other comprehensive income (loss) | - | |
Total stockholders’ equity (deficit) | $ | (63,505) |
Total liabilities and stockholders’ equity | $ | 2,209 |
| ============== |
BRITTON INTERNATIONAL INC.
(a Development Stage Company)
Statements of Operations
(unaudited)
Development Stage | ||
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EXPENSES: | ||
Professional fees | $ | 4,054 |
Administrative expenses | 10 | |
Total expenses | $ | 4,064 |
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Net loss from operations | (4,064) | |
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Interest income | 1 | |
Interest expense | (196) | |
Net loss from continuing operations | (4,259) | |
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Net loss from discontinued operations (Note 3) | (20,348) | |
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Net Loss | $ | (24,607) |
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Loss per common share, basic and diluted from discontinued operations: | $ | Nil |
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Loss per common share basic and diluted from continuing operations: | $ | Nil |
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Weighted average shares outstanding (Note 5) | 70,806,270 | |
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OTHER COMPREHENSIVE INCOME (LOSS): | ||
Net Loss | $ | (24,607) |
Total Other Comprehensive Income (Loss) | $ | (24,607) |
BRITTON INTERNATIONAL INC.
(a Development Stage Company)
Statement of Stockholders’ Equity
(unaudited)
Deficit | |||||||||||
Accumulated | Accumulated | ||||||||||
Other | During the | Total | |||||||||
Common | Common | Paid-in | Comprehensive | Development | Stockholders' | ||||||
Shares | Stock | Capital | Income | Stage | (Deficit) | ||||||
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Balance, July 31, 2007 | 7,460,209 | $ | 746 | $ | 90,691 | $ | (338) | $ | (139,802) | $ | (48,703) |
| ======= | ======= | ======= | ========= | ========= | ======== | ||||||
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To give effect to stock cancellation October 1, 2007 | (5,100,000) | (510) | 510 | - | - | - | |||||
To give effect to 30 for 1 forward stock split | 68,466,061 | - | - | - | - | - | |||||
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Period from August 1, 2007 through | — | $ | $ | $ | 338 | $ | (10,881) | $ | (10,543) | ||
Net loss during Development Stage ended | — | $ | — | $ | — | $ | — | $ | (4,259) | $ | (4,259) |
Balance, October 31, 2007 | 70,806,270 | $ | 236 | $ | 91,201 | $ | — | $ | (154,942) | $ | (63,505) |
| ======= | ======= | ======= | ========= | ========= | ======== |
BRITTON INTERNATIONAL INC.
(a Development Stage Company)
Statement of Cash Flows
(unaudited)
Development Stage | ||
Cash flows from operating activities: | ||
Net loss for the period | $ | (4,259) |
Reconciling adjustments: | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||
Accrued interest on loans | 183 | |
Net change in operating assets and liabilities | ||
Prepaid expenses | 240 | |
Account payable and accrued liabilities | 4,681 | |
Net cash provided by operating activities | 845 | |
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Cash flows used by discontinued operating activities (Note 3) | (6,301) | |
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Cash flows from financing activities: | ||
Loans by stockholders | 2,500 | |
Net cash provided by financing activities | 2,500 | |
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Net decrease in cash | (2,956) | |
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Cash, beginning of period | 4,680 | |
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Cash, end of period | $ | 1,724 |
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Note 1 – Management’s Statement
The financial statements included herein have been prepared by Britton International Inc. (the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”) for reporting on interim statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the April 30, 2007 audited financial statements and the accompanying notes included in the Company’s Form 10-KSB filed with the Commission. While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be followed by the Company later in the year. The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management’s opinion all adjustments necessary for a fair presentation of the Company’s financial statements are reflected in the interim periods included.
Amounts shown for April 30, 2007 are based upon the audited financial statements of that date.
Note 2– Going Concern
Generally accepted accounting principles in the United States of America contemplate the continuation of the Company as a going concern. However, the Company has accumulated operating losses totaling $(154,410), a deficit in working capital and stockholders equity and has had limited business operations, which raises substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company is dependent on many factors, many of which have a high degree of uncertainty.
During fiscal 2008, we addressed the going concern issue by raising cash of $20,000 through private placements of our common stock and have received shareholder loans totaling $10,510 from our CEO. The Company’s ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to successfully fulfill its business plan. Management plans to attempt to raise additional funds to finance the operating and capital requirements of the Company through a combination of equity and debt financings. While the Company is making 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.
The accompanying financial statements do not include any adjustments that might result from the resolution of these matters.
F-5
Note 3 – Discontinued Operations
Due to general economic conditions and other factors, the Company initiatives to create an online retail jewelry business were unsuccessful and on October 2, 2007 the operating assets of the Company were sold and its jewelry business was wound-up.
The components of discontinued operations are:
Period from | August 1, 2003 | |||
REVENUES: | ||||
Sales | $ | 878 | $ | 302,427 |
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Cost of Goods Sold | 898 | 272,002 | ||
GROSS MARGIN | $ | (2) | $ | 30,425 |
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EXPENSES: | ||||
Website expenses | $ | 266 | $ | 14,131 |
Directors & Officers fees | - | 500 | ||
Professional fees | 16,224 | 127,882 | ||
Advertising | - | 3,944 | ||
Depreciation | 196 | 12,077 | ||
Administrative expenses | 2,728 | 18,370 | ||
Bad debt expense | - | 1,020 | ||
Total expenses | $ | 19,414 | $ | 177,924 |
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Net Income (loss) from operations | (19,434) | (147,499) | ||
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Interest income | 70 | 518 | ||
Interest expense | (984) | (3,364) | ||
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Net Income (loss) | $ | (20,348) | $ | (150,345) |
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Loss per common share | $ | Nil | $ | Nil |
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Weighted average shares outstanding | 70,806,270 | 70,806,270 | ||
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OTHER COMPREHENSIVE INCOME (LOSS): | ||||
Net Income (loss) | $ | (20,348) | $ | (150,345) |
Foreign currency translation adjustment | - | (338) | ||
Total Other Comprehensive Income (Loss) | $ | (20,348) | $ | (150,683) |
Note 4 – Recent Accounting Pronouncements
Recent Account Pronouncements
In February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - including an amendment of FASB Statement No. 115. This standard permits fair value measurement of certain financial assets and liabilities in an effort to eliminate volatility of earnings created by current practice. Most of the Statement applies only to companies that elect fair value. However, the amendment to FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available-for-sale and trading securities. This statement is effective for the first fiscal period beginning after November 15, 2007. The Company has adopted this Statement and this adoption did not impact the Company's financial position, results of operations, or cash flows.
In September 2006, FASB issued SFAS No. 157 “Fair Value Measurements”. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years and earlier application is encouraged. The Company has adopted this Statement and this adoption did not impact the Company's financial position, results of operations, or cash flows.
In June 2006, the FASB issued Interpretation 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109 (“FIN 48”). This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In addition, FIN 48 expands the disclosure requirements concerning unrecognized tax benefits as well as any significant changes that may occur in the next twelve months associated with such unrecognized tax benefits. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company has adopted FIN 48 and this adoption did not impact the Company's financial position, results of operations, or cash flows.
Various additional accounting pronouncements have been issued during 2006 and 2007, none of which are expected to have any material effect on the financial statements of the Company.
F-7
Note 5 – Common Shares
On October 1, 2007, the Board of Directors authorized the cancellation of 5,100,000 shares of its common stock which were submitted for cancellation by its CEO as to 4,550,000 shares and a related party as to 550,000 shares. This cancellation resulted in the revaluation of share capital as follows: (i) Common Stock was revalued from $746 to 236, based on par value of $0.0001 times 5,100,000 common shares; and (ii) Paid In Capital was adjusted from $90,691 to $91,201.
On October 2, 2007, the Board of Directors authorized a 30 for 1 forward stock split which became effective November 15, 2007. All references to stock issued and stock outstanding have been retroactively adjusted as if the stock split and stock dividend had taken place at the earliest date shown.
Note 6 – Related Party Transactions
On October 2, 2007, the Company sold the assets it had used in its jewelry business to a related party, Britton Jewellery Inc., which holds 19.1% of the Company’s common shares. The wind-up sale of the assets of our jewelry operations resulted in a net loss of $(193.92) which is recorded in the data in Note 3.
As at October 31, 2007, the Company had one related party shareholder loan outstanding of $52,903 which included $183 of accrued interest. This loan accrues interest at 5% per annum, is uncollateralized and has no fixed repayment date. During the development stage period from October 3, 2007 to October 31, 2007, loans from shareholders, including accrued interest, increased by $2,683.
F-8
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