UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended July 31, 2008
£ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT
For the transition period from ___________ to _____________
BBN GLOBAL CONSULTING, INC.
(Exact name of small business issuer as specified in its charter)
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Nevada | 333- 140306 | 20-2356853 | |
(State or other jurisdiction of incorporation or organization) | Commission file number) | (IRS Employer Identification No.) | |
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Hank Cohn 14 Charlotte Drive Spring Valley, New York 10977 (Address of principal executive offices) | |||
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(845) 661-0708 |
(Issuer's telephone number) |
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filero Accelerated Filero Non-Accelerated Filero Smaller Reporting Companyx
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
Yeso Nox
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 9,760,000 shares of Common Stock, as of September 5, 2008.
BBN GLOBALCONSULTING, INC.
FORM 10-Q
July 31, 2008
INDEX
PART I - FINANCIAL INFORMATION
Item 1. | Financial Statements | 3 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 |
Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 13 |
Item 4T. | Control and Procedures | 13 |
PART II-- OTHER INFORMATION
Item 1 | Legal Proceedings | 14 |
Item 1A. | Risk Factors | 14 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
Item 3. | Defaults Upon Senior Securities | 14 |
Item 4. | Submission of Matters to a Vote of Security Holders | 14 |
Item 5. | Other Information | 14 |
Item 6. | Exhibits and Reports on Form 8-K | 14 |
SIGNATURE
2
PART I - FINANCIAL INFORMATION
Item 1 Financial statements
BBN GLOBAL CONSULTING, INC.
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Balance Sheets as of July 31, 2008 (Unaudited) and October 31, 2007 | 4 |
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Statements of Operations for the Three Months Ended July 31, 2008 and 2007 (Unaudited) | 5 |
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Statements of Operations for the Nine Months Ended July 31, 2008 and 2007 (Unaudited) | 6 |
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Statements of Cash Flows for the Nine Months Ended July 31, 2008 and 2007 (Unaudited) | 7 |
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Notes to the Unaudited Financial Statements | 8 |
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3
BBN GLOBAL CONSULTING, INC.
Balance Sheets
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ASSETS |
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| July 31, 2008 |
| October 31, 2007 | |
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| (Unaudited) |
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CURRENT ASSETS: |
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Cash |
| $ | 4,668 | $ | - |
Assets of discontinued operations |
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| - |
| 41,282 |
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TOTAL ASSETS |
| $ | 4,668 | $ | 41,282 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Accrued expenses |
| $ | 4,500 | $ | - |
Liabilities of discontinued operations |
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| - |
| 7,740 |
Loan payable |
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| 5,500 |
| - |
Total Current Liabilities |
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| 10,000 |
| 7,740 |
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STOCKHOLDERS’ EQUITY: |
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Preferred stock at $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding |
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| - |
| - |
Common stock at $0.001 par value; 74,000,000 shares authorized; 9,760,000 shares issued and outstanding |
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| 9,760 |
| 9,760 |
Additional paid-in capital |
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| 49,995 |
| 49,895 |
Accumulated deficit |
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| (65,087) |
| (26,113) |
Total Stockholders’ Equity |
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| (5,332) |
| 33,542 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
| $ | 4,668 | $ | 41,282 |
See accompanying notes to the financial statements.
4
BBN GLOBAL CONSULTING, INC.
Statements of Operations
For the Three Months Ended July 31, 2008 and 2007
(Unaudited)
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| 2008 |
| 2007 | ||
Operating expenses |
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Professional fees |
| $ | 1,500 |
| $ | - |
General and administrative |
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| 192 |
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| - |
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Loss from continuing operations before income taxes |
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| (1,692) |
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| - |
Income taxes |
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| - |
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| - |
Loss from continuing operations |
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| (1,692) |
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| - |
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Loss from discontinued operations, net of tax |
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| - |
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| - |
Income taxes |
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| - |
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| - |
Net Loss |
| $ | (1,692) |
| $ | - |
Net loss per common share - basic and diluted |
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Continuing operations |
| $ | (0.00) |
| $ | (0.00) |
Discontinued operations |
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| (0.00) |
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| (0.00) |
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Net loss per common share- basic and diluted |
| $ | (0.00) |
| $ | (0.00) |
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Weighted average number of common shares outstanding – basic and diluted |
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| 9,760,000 |
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| 9,760,000 |
See accompanying notes to the financial statements.
5
BBN GLOBAL CONSULTING, INC.
Statements of Operations
For the Nine Months Ended July 31, 2008 and 2007
(Unaudited)
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| 2008 |
| 2007 | ||
Operating expenses |
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Professional fees |
| $ | 4,500 |
| $ | - |
General and administrative |
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| 932 |
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| - |
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Loss from continuing operations before income taxes |
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| (5,432) |
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| - |
Income taxes |
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| - |
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| - |
Loss from continuing operations |
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| (5,432) |
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| - |
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Loss from discontinued operations, net of tax |
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| - |
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| (10,111) |
Loss on sale of operations, net of tax |
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| (33,542) |
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| - |
Net Loss |
| $ | (38,974) |
| $ | (10,111) |
Net loss per common share- basic and diluted |
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Continuing operations |
| $ | (0.00) |
| $ | (0.00) |
Discontinued operations |
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| (0.00) |
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| (0.00) |
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Net loss per common share - basic and diluted |
| $ | (0.00) |
| $ | (0.00) |
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Weighted average number of common shares outstanding – basic and diluted |
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| 9,760,000 |
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| 9,760,000 |
See accompanying notes to the financial statements.
6
BBN GLOBAL CONSULTING, INC.
Statements of Cash Flows
For the Nine Months Ended July 31, 2008 and 2007
(Unaudited)
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| 2008 |
| 2007 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
| $ | (38,974) |
| $ | (10,111) |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation |
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| - |
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| 1,010 |
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Loss from sale of discontinued operations |
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| 33,542 |
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| - |
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Changes in net operating assets |
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| 4,500 |
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| (2,216) |
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Net Cash Used in Operating Activities |
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| (932) |
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| (11,317) |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Cash relinquished on sale of discontinued operations |
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| (985) |
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| (2,985) |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Sale of shares |
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| - |
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| 900 |
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Contribution to capital |
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| 100 |
| �� | - |
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Loan from President |
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| 5,500 |
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| 5,551 |
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Net Cash Provided by Financing Activities |
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| 5,600 |
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| 6,451 |
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NET INCREASE (DECREASE) IN CASH |
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| 3,683 |
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| (7,851) |
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CASH AT BEGINNING OF PERIOD |
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| 985 |
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| 7,851 |
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CASH AT END OF PERIOD |
| $ | 4,668 |
| $ | - |
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See accompanying notes to the financial statements.
7
BBN GLOBAL CONSULTING, INC.
Notes to the Financial Statements
July 31, 2008 and 2007
(Unaudited)
NOTE 1 -
ORGANIZATION
BBN Global Consulting, Inc. ("BBN" or the “Company”) was incorporated on March 15, 2005 under the laws of the State of Nevada and realized its first revenues in November 2005. It was formed to be a consulting firm with a mission of providing strategic business planning and management consulting to small domestic companies and to assist medium sized companies in China and Brazil to establish a business presence in the United States.
On September 15, 2007 (the “Effective Date”), pursuant to the terms of a Stock Purchase Agreement, Hank Cohn purchased 8,000,000 shares of the issued and outstanding common stock of BBN Global Consulting (the “Company”) from Dr S. Craig Barton, Patricia Barton, and Stefan Burstin, shareholders of the Company, for $650,000 in cash. The total of 8,000,000 shares represents 82% of the issued and outstanding common stock of the Company. All proceeds were paid to the Sellers. No proceeds were paid to the Company.
As part of the acquisition, and pursuant to the Stock Purchase Agreement, the following changes to the Company’s directors and officers have occurred:
As of September 15, 2007, Hank Cohn was appointed to the Board of Directors of the Company and the other two directors resigned. Also as of September 15, 2007, Hank Cohn was appointed as the Company’s President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board, and Secretary.
In connection with the change in control, the Company changed its executive offices to 14 Charlotte Drive, Spring Valley, NY 10977.
BBN is currently an inactive company seeking merger and business operations opportunities. Since November 1, 2007 the Company has ceased operations, and all previous business activities have been discontinued. The Company has no subsidiaries.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying interim financial statements for the three and nine month periods ended July 31, 2008 and the related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by the U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the fiscal year ended October 31, 2007 as included in the Company’s annual report on Form 10-KSB as filed on February 4, 2008. The results of operations realized during an interim period are not necessarily indicative of resultsto be expected for a full year.
8
Reclassification
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses.
Estimates
The preparation of financial statements in conformity with U.S. GAAP 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 as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Net loss per common share
Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There are no potentially dilutive shares outstanding at July 31, 2008 or 2007.
Recently Issued Accounting Pronouncements
In June 2003, the Securities and Exchange Commission (“SEC”) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC Release No. 33-8934 on June 26, 2008. Commencing with its annual report for the fiscal year ending October 31, 2010, the Company will be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement of management’s responsibility for establishing and maintaining adequate internal control over its financial reporting; of management’s assessment of the effectiveness of its internal control over financial reporting as of year end; and of the framework used by management to evaluate the effectiveness of the Company’s internal control over financial reporting.
Furthermore, in the following fiscal year, it is required to file the auditor’s attestation report separately on the Company’s internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting.
On September 15, 2006, the FASB issued FASB Statement No. 157“Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 is effective as of the beginning of the first fiscal year beginning after November 15, 2007. The Company does not anticipate that the adoption of this statement will have a material effect on the Company’s financial condition and results of operations.
On February 15, 2007, the FASB issued FASB Statement No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities: Including an amendment of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits all entities to elect to measure many financial instruments and certain other items at fair value with changes in fair value reported in earnings. SFAS No. 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007, with earlier adoption permitted. The Company does not anticipate that the adoption of this statement will have a material effect on the Company’s financial condition and results of operations.
In June 2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3“Accounting for Nonrefundable Advance Payments for Goods or Services to be Used in Future Research and Development Activities” (“EITF Issue No. 07-3”) which is effective for fiscal years beginning after December 15, 2007. EITF Issue No. 07-3 requires that nonrefundable advance payments for future research and development activities be deferred and capitalized. Such amounts will be recognized as an expense as the goods are delivered or the related services are performed. The Company does not expect the adoption of EITF Issue No. 07-3 to have a material impact on the financial results of the Company.
9
In December 2007, the FASB issued FASB Statement No. 141 (Revised 2007) “Business Combinations” (“SFAS No. 141(R)”), which requires the Company to record fair value estimates of contingent consideration and certain other potential liabilities during the original purchase price allocation, expense acquisition costs as incurred and does not permit certain restructuring activities previously allowed under Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of purchase accounting. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company will adopt this standard at the beginning of the Company’s fiscal year ending October 31, 2009 for all prospective business acquisitions. The Company has not determined the effect that the adoption of SFAS No. 141(R) will have on the financial results of the Company.
In December 2007, the FASB issued FASB Statement No. 160 “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS No. 160”), which causes noncontrolling interests in subsidiaries to be included in the equity section of the balance sheet. SFAS No. 160 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company will adopt this standard at the beginning of the Company’s fiscal year ending October 31, 2009 for all prospective business acquisitions. The Company has not determined the effect that the adoption of SFAS No. 160 will have on the financial results of the Company.
In March 2008, the FASB issued FASB Statement No. 161 “Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133” (“SFAS No. 161”), which changes the disclosure requirements for derivative instruments and hedging activities. Pursuant to SFAS No.161, Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. SFAS No. 161 encourages but does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In years after initial adoption, this Statement requires comparative disclosures only for periods subsequent to initial adoption. The Company does not expect the adoption of SFAS No. 161 to have a material impact on the financial results of the Company.
Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At July 31, 2008, the Company is currently inactive, and is now seeking merger opportunities. Since November 1, 2007 the Company has ceased operations, and all previous business activities have been discontinued. These factors, among others, indicate that the Company's continuation as a going concern is dependent upon its ability to find a merger candidate. The financial statements do not include any adjustments related to the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
NOTE 4 – LOAN PAYABLE
On March 27, 2008, the Company was advanced $5,500. The loan is payable on demand and bears no interest.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Information set forth herein contains "forward-looking statements" which can be identified by the use of forward-looking terminology such as "believes," "expects," "may,” “should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that the future results covered by the forward-looking statements will be achieved. The Company cautions readers that important factors may affect the Company’s actual results and could cause such results to differ materially from forward-looking statements made by or on behalf of the Company. These factors include the Company’s lack of historically profitable operations, dependence on key personnel, the success of the Company’s business, ability to manage anticipated growth and other factors identified in the Company's filings with the Securities and Exchange Commission, press releases and/or other public communications.
Operations and Liquidity
As of November 1, 2007, the Company discontinued its operations and currently has no assets and minimal liabilities. BBN does not have any credit facilities or other commitments for debt or equity financing. No assurances can be given that advances when needed will be available.
Off Balance Sheet Arrangements
We have no off balance sheet arrangements, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.
Recently Issued Accounting Pronouncements
In June 2003, the Securities and Exchange Commission (“SEC”) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC Release No. 33-8934 on June 26, 2008. Commencing with its annual report for the fiscal year ending October 31, 2010, the Company will be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement of management’s responsibility for establishing and maintaining adequate internal control over its financial reporting; of management’s assessment of the effectiveness of its internal control over financial reporting as of year end; and of the framework used by management to evaluate the effectiveness of the Company’s internal control over financial reporting.
Furthermore, in the following fiscal year, it is required to file the auditor’s attestation report separately on the Company’s internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting.
On September 15, 2006, the FASB issued FASB Statement No. 157“Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 is effective as of the beginning of the first fiscal year beginning after November 15, 2007. The Company does not anticipate that the adoption of this statement will have a material effect on the Company’s financial condition and results of operations.
On February 15, 2007, the FASB issued FASB Statement No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities: Including an amendment of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits all entities to elect to measure many financial instruments and certain other items at fair value with changes in fair value reported in earnings. SFAS No. 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007, with earlier adoption permitted. The Company does not anticipate that the adoption of this statement will have a material effect on the Company’s financial condition and results of operations.
11
In June 2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3“Accounting for Nonrefundable Advance Payments for Goods or Services to be Used in Future Research and Development Activities” (“EITF Issue No. 07-3”) which is effective for fiscal years beginning after December 15, 2007. EITF Issue No. 07-3 requires that nonrefundable advance payments for future research and development activities be deferred and capitalized. Such amounts will be recognized as an expense as the goods are delivered or the related services are performed. The Company does not expect the adoption of EITF Issue No. 07-3 to have a material impact on the financial results of the Company.
In December 2007, the FASB issued FASB Statement No. 141 (Revised 2007) “Business Combinations” (“SFAS No. 141(R)”), which requires the Company to record fair value estimates of contingent consideration and certain other potential liabilities during the original purchase price allocation, expense acquisition costs as incurred and does not permit certain restructuring activities previously allowed under Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of purchase accounting. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company will adopt this standard at the beginning of the Company’s year ending October 31, 2009 for all prospective business acquisitions. The Company has not determined the effect that the adoption of SFAS No. 141(R) will have on the financial results of the Company.
In December 2007, the FASB issued FASB Statement No. 160 “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS No. 160”), which causes noncontrolling interests in subsidiaries to be included in the equity section of the balance sheet. SFAS No. 160 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company will adopt this standard at the beginning of the Company’s year ending October 31, 2009 for all prospective business acquisitions. The Company has not determined the effect that the adoption of SFAS No. 160 will have on the financial results of the Company.
In March 2008, the FASB issued FASB Statement No. 161 “Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133” (“SFAS No. 161”), which changes the disclosure requirements for derivative instruments and hedging activities. Pursuant to SFAS No.161, Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. SFAS No. 161 encourages but does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In years after initial adoption, this Statement requires comparative disclosures only for periods subsequent to initial adoption. The Company does not expect the adoption of SFAS No. 161 to have a material impact on the financial results of the Company.
Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
Critical Accounting Policies
The preparation of financial statements and related notes in conformity with accounting principles generally accepted in the United States of America requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debts, inventories, income taxes, restructuring and impairments and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
12
An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.
Item 4T. Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CAO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CAO, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Controls over Financial Reporting
Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of consolidated financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. There has been no change in the Company’s internal control over financial reporting during the quarter ended July 31, 2008 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Company’s management, including the Company’s CEO and CAO, does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework inInternal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of July 31, 2008.
This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Currently we are not aware of any litigation pending or threatened by or against the Company.
Item 1A. Risk Factors.
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None
Item 6. Exhibits and Reports of Form 8-K.
(a)
Exhibits
31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002
(b)
Reports of Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BBN GLOBAL CONSULTING, INC.
(Registrant)
/s/ Hank Cohn
Hank Cohn
Title: President and Chief Financial Officer
September 9, 2008
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