UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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þ | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended October 31, 2008 | |
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¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from ___________ to ___________ | |
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BBN GLOBAL CONSULTING, INC.
(Name of small business issuer in its charter)
NEVADA | 333-140306 | 20-2356853 |
(State or Other Jurisdiction | (Commission | (I.R.S. Employer |
of Incorporation or Organization) | File Number) | Identification No.) |
14 Charlotte Drive, Spring Valley, NY 10977
(Address of principal executive offices) (Zip Code)
(845) 661-0708
(Registrant’s telephone number, including area code)
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Securities registered under Section 12(b) of the Exchange Act: | ||
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Title of each class registered: |
| Name of each exchange on which registered: |
None |
| None |
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Securities registered under Section 12(g) of the Exchange Act: | ||
Common Stock, par value $.001 | ||
(Title of class) | ||
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 þ No ¨
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yesþ No¨
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company þ |
(Do not check if a smaller reporting company) |
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Revenues for year ended October 31, 2008: $0
Aggregate market value of the voting common stock held by non-affiliates of the registrant as of October 31, 2008, was: $0
Number of shares of the registrant’s common stock outstanding as of January 21, 2009 was: 9,760,000
Transitional Small Business Disclosure Format: Yes ¨ No þ
TABLE OF CONTENTS
PART I
ITEM 1.
DESCRIPTION OF BUSINESS
General
BBN Global Consulting, Inc. was incorporated in March 2005 under the laws of the State of Nevada and realized its first revenues in November 2005.
BBN Global Consulting, Inc. 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. We work with and as a part of a group of other independent consultants in engagements involving Chinese or Brazilian clients. Our services include assisting clients in developing and maintaining websites and using websites to interface more effectively with customers, helping clients to identify and engage a team of consultants and advisors which is well suited to accomplish the needed tasks specified by a client, and assisting in designing and establishing corporate structures and transactions. Substantially all of our revenues for the year ended October 31, 2006 were derived from three customers LEA Management (74.11%), BFFS (19.92%) and Pinewood Imports ( 5.57%) These engagements were completed and we can not rely upon these customers as future sources of revenues (although BFFS remains a source of revenue). For the three months ended January 31, 2007, two clients, BFFS (16%) and Videoline (84%), comprised all of our revenues. Engagements are generally for the purposes of completing specific projects. When the engagement is completed, there is no assurance or likelihood of receiving additional engagements from a client.
In December 2006 we sold 660,000 shares of our common stock in a private placement at $.001 per share to 37 individuals. The price per share was determined by our board of directors so as to be equal to our par value per share ($.001). Our former officers registered for sale, one million shares or 50% of the 1,760,000 shares registered. We registered the shares for resale (although not obligated to do so by virtue of any Registration Rights Agreement or other agreement) and subjected ourselves to the Exchange Act of 1934 reporting requirements because we believe that being a public entity will provide us benefits in visibility and the way that we are perceived by vendors and prospective customers, as well as the possibility of providing liquidity to our shareholders.
On September 15, 2007, pursuant to the terms of a Stock Purchase Agreement, Hank Cohn purchased 8,000,000 shares of the Company’s issued and outstanding common stock 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 represented 82% of the outstanding common stock of the Company.
We are and have been engaged by early stage companies. In these instances, we are not able to predict the likelihood of realizing any benefits from the engagements. We recognize revenues on consulting work when the engagement is complete and only if and when the amount earned is fully determinable and realizable. We are considering accepting equity interests in clients in consideration for our services. If we agree to accept equity in a client as payment for our services, we will not record value for the asset until the value of the equity received is objectively determinable. No costs directly relating to engagements are deferred until the amount to be earned on the engagement is fully realizable.
Patent and Trademarks
We currently do not own any patents, trademarks or licenses of any kind.
Governmental Regulations
There are no governmental approvals necessary to conduct our current business.
Employees
We currently have one employee.
ITEM 1A.
RISK FACTORS
1
ITEM 1B.
UNRESOLVED STAFF COMMENTS
Not Applicable
ITEM 2.
DESCRIPTION OF PROPERTY
Our principal office is located at 14 Charlotte Drive, Spring Valley, NY 10977. This location is the home of our president, Hank Cohn, who supplies this office space to us rent free. Our telephone number is 845-661-0708.
ITEM 3.
LEGAL PROCEEDINGS
We are not presently parties to any litigation, nor to our knowledge and belief is any litigation threatened or contemplated.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
2
PART II
ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock was approved to trade on the OTC Bulletin Board system under the symbol “BBNG” since June 26, 2007. However, to date there has been no trading market for our Common Stock.
The market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.
Holders of Our Common Stock
As of January 21, 2009, we had we had 41 record holders of our Common Stock, holding 9,760,000 shares.
Stock Option Grants
To date, we have not granted any stock options.
Registration Rights
We have not granted registration rights to the selling shareholders or to any other persons.
ITEM 6.
SELECTED FINANCIAL DATA
Not applicable.
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Plan of Operation
Introduction
We were formed in March 2005 and realized our first revenue in November 2005. We were 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.
We are and have been engaged by early stage companies. In these instances, we are not able to predict the likelihood of realizing any benefits from the engagements. We recognize revenues on consulting work when the engagement is complete and only if and when the amount earned is fully determinable and realizable. We are considering accepting equity interests in clients in consideration for our services. If we agree to accept equity in a client as payment for our services, we will not record value for the asset until the value of the equity received is objectively determinable. No costs directly relating to engagements are deferred until the amount to be earned on the engagement is fully realizable.
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.
Results of Operations
We did not have any operating income from inception through October 31, 2008. For the year ended October 31, 2008, we recognized a net loss of $48,556 compared to the period to October 31, 2007 of $18,621. Expenses for the year were comprised of costs mainly associated with professional fees and general and administrative.
3
Capital Resources and Liquidity
As of October 31, 2008, we had $7,905 in cash and therefore we have limited capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses. Cash and cash equivalents from inception to date have been sufficient to cover expenses involved in starting our business. We will require additional funds to continue to implement and expand our business plan during the next twelve months
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for us to continue as a going concern.
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.
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
4
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 discl osures 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.
In 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.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market risk is the risk of loss from adverse changes in market prices and interest rates. We do not have substantial operations at this time so they are not susceptible to these market risks. If, however, they begin to generate substantial revenue, their operations will be materially impacted by interest rates and market prices.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See pages F-1 thru F-9.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Our accountant is Li & Company, P.C. independent certified public accountants. We do not presently intend to change accountants. At no time have there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
ITEM 9A.
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
5
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.
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 October 31, 2008 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B.
OTHER INFORMATION
Not Applicable
6
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
We have one Director and Officer as follows:
Name |
| Age |
| Positions and Offices Held |
Hank Cohn |
| 38 |
| President, Chief Executive Officer, Chief Financial Officer, Chairman |
Set forth below is a brief description of the background and business experience of our sole executive officer and director for the past five years.
There are no agreements or understandings for the officer or director to resign at the request of another person and the above-named officer and director is not acting on behalf of nor will act at the direction of any other person.
Set forth below is the name of our director and officer, all positions and offices with the Company held, the period during which he has served as such, and the business experience during at least the last five years:
Hank Cohn
Mr. Cohn is currently serving as President and Chief Executive Officer of PracticeOne, Inc., an integrated software and services company for physicians. He is also executive Vice President at Galaxy Ventures, LLC, a closely-held investment fund with a multi-pronged investment strategy concentrating in the areas of bond trading and early stage technology investments. Mr. Cohn acts as Portfolio Manager for investments. Mr. Cohn is also a member of the Board of Directors of Crystal International Travel Group, Inc. (CINT.OB) and Analytical Surveys, Inc. (ANLT). From March 2007 to August 2007, Hank Cohn was the sole officer and director of International Food and Wine Consultants, Inc. a company trading on the OTCBB. Mr. Cohn holds an MBA in finance and investments from Baruch College.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Audit Committee
We do not have a standing audit committee of the Board of Directors. Management has determined not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S-B is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in its financial statements at this stage of its development.
Family Relationships
No family relationships exist among our directors or executive officers.
Involvement in Certain Legal Proceedings
To our knowledge, during the past five years, none of our directors, executive officers, promoters, control persons, or nominees has been:
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the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
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convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
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subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
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found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.
Compliance With Section 16(A) Of The Exchange Act.
Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and are required to furnish copies to the Company. To the best of the Company’s knowledge, any reports required to be filed were timely filed in fiscal year ended October 31, 2008.
Code of Ethics
The company has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer. This Code of Ethics is filed herewith as an exhibit.
ITEM 11.
EXECUTIVE COMPENSATION
Compensation of Executive Officers
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the fiscal years ended October 31, 2008 and 2007 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):
SUMMARY COMPENSATION TABLE
Name and Principal Position |
| Year |
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($) |
| Bonus ($) |
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| Stock Awards ($) |
| Option Awards ($) |
| Non-Equity Incentive Plan Compensation ($) |
| Non Qualified Deferred Compensation Earnings ($) |
| All Other Compensation ($) |
| Totals ($) |
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Hank Cohn |
| 2008 |
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| $ 0 |
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| 0 |
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| 0 |
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| 0 |
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| 0 |
|
| 0 |
|
| 0 |
|
| $ 0 |
|
President, Chief Executive Officer and Director |
| 2007 |
|
| $ 0 |
|
| 0 |
|
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| $ 0 |
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Dr. S. Craig Barton |
| 2008 |
|
| $ 0 |
|
| 0 |
|
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| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| $ 0 |
|
President |
| 2007 |
|
| $ 0 |
|
| 0 |
|
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| $ 0 |
|
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|
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Patricia J. Barton |
| 2008 |
|
| $ 0 |
|
| 0 |
|
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| $ 0 |
|
CFO |
| 2007 |
|
| $ 0 |
|
| 0 |
|
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| $ 0 |
|
Employment Agreements
We do not have any employment agreements in place with our sole officer and director.
Compensation of Directors
Directors do not receive any compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.
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ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth each person known by us to be the beneficial owner of five percent or more of the Company's Common Stock, all directors individually and all directors and officers of the Company as a group. Except as noted, each person has sole voting and investment power with respect to the shares shown.
Name and Address of Beneficial Owner |
| Amount of Beneficial Ownership |
| Percentage of Class |
|
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|
Hank Cohn 14 Charlotte Drive Spring Valley, NY 10977 |
| 8,000,000 |
| 82% |
|
|
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|
|
Total |
| 8,000,000 |
| 82% |
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTION, AND DIRECTOR INDEPENDENCE
None
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
For the Company’s fiscal years ended October 31, 2008 and 2007, we were billed approximately $14,500 and $14,500 for professional services rendered for the audit and review of our financial statements.
Audit Related Fees
There were no fees for audit related services for the year ended October 31, 2008 and 2007.
Tax Fees
For the Company’s fiscal year ended October 31, 2008 and 2007, we were billed $0 and $1,500 for professional services rendered for tax compliance, tax advice, and tax planning.
All Other Fees
The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended October 31, 2008 and 2007.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us or our subsidiaries to render any auditing or permitted non-audit related service, the engagement be:
–
approved by our audit committee; or
–
entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.
We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.
9
PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
a) Documents filed as part of this Annual Report
1. Consolidated Financial Statements
2. Financial Statement Schedules
3. Exhibits
Exhibits |
| Title |
| Code of Ethics | |
| Certification of President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| Certification of President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| BBN GLOBAL CONSULTING, INC. | |
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| By: | /s/ HANK COHEN |
|
| Hank Cohen President, Chief Executive Officer, Chief Financial Officer, Chairman |
Dated: January 21, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
|
|
|
|
|
/s/ HANK COHN |
| President, Chief Executive Officer, |
| January 21, 2009 |
Hank Cohn |
| Chief Financial Officer, Chairman |
|
|
11
BBN GLOBAL CONSULTING, INC.
October 31, 2008 and 2007
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
BBN Global Consulting, Inc.
Spring Valley, New York
We have audited the accompanying balance sheets of BBN Global Consulting, Inc. as of October 31, 2008 and 2007 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the fiscal years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of BBN Global Consulting, Inc. as of October 31, 2008 and 2007 and the results of its operations and its cash flows for the fiscal years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that BBN Global Consulting, Inc. will continue as a going concern. As discussed in Note 3 to the financial statements, the Company is currently inactive with no source of financing which raises substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regards 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.
| /s/ Li & Company, PC |
| Li & Company, PC |
January 23, 2009
F-2
BBN GLOBAL CONSULTING, INC.
Balance Sheets
|
| October 31, 2008 |
|
| October 31, 2007 |
| ||
ASSETS |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
CURRENT ASSETS: |
|
|
|
|
|
| ||
Cash |
| $ | 7,905 |
|
| $ | –– |
|
Assets of discontinued operations |
|
| –– |
|
|
| 41,282 |
|
TOTAL ASSETS |
| $ | 7,905 |
|
| $ | 41,282 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
Accrued expenses |
| $ | 14,069 |
|
| $ | –– |
|
Liabilities of discontinued operations |
|
| –– |
|
|
| 7,740 |
|
Loans payable - shareholder |
|
| 8,750 |
|
|
| –– |
|
Total Current Liabilities |
|
| 22,819 |
|
|
| 7,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY (DEFICIT): |
|
|
|
|
|
|
|
|
Preferred stock at $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding |
|
| –– |
|
|
| –– |
|
Common stock at $0.001 par value; 74,000,000 shares authorized; 9,760,000 shares issued and outstanding |
|
| 9,760 |
|
|
| 9,760 |
|
Additional paid-in capital |
|
| 49,995 |
|
|
| 49,895 |
|
Accumulated deficit |
|
| (74,669 | ) |
|
| (26,113 | ) |
Total Stockholders’ Equity (Deficit) |
|
| (14,914 | ) |
|
| 33,542 |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
| $ | 7,905 |
|
| $ | 41,282 |
|
See accompanying notes to the financial statements.
F-3
BBN GLOBAL CONSULTING, INC.
Statements of Operations
For the Fiscal Years Ended October 31, 2008 and 2007
|
| 2008 |
|
| 2007 |
| ||
Revenue |
| $ | –– |
|
| $ | –– |
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
| –– |
|
|
| –– |
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
| –– |
|
|
| –– |
|
|
|
|
|
|
|
|
|
|
Professional fees |
|
| 14,069 |
|
|
| –– |
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
| 945 |
|
|
| –– |
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations before income taxes |
|
| (15,014 | ) |
|
| –– |
|
Income taxes |
|
| –– |
|
|
| –– |
|
Loss from continuing operations |
|
| (15,014 | ) |
|
| –– |
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations, net of tax |
|
| –– |
|
|
| (18,621 | ) |
Loss on sale of operations, net of tax |
|
| (33,542 | ) |
|
| –– |
|
Net loss |
| $ | (48,556 | ) |
| $ | (18,621 | ) |
|
|
|
|
|
|
|
|
|
Net loss per common share- basic and diluted |
|
|
|
|
|
|
|
|
Continuing operations |
|
| (0.00 | ) |
|
| (0.00 | ) |
Discontinued operations |
|
| (0.00 | ) |
|
| (0.00 | ) |
Net loss per common share – basic and diluted |
|
| (0.00 | ) |
|
| (0.00 | ) |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding – basic and diluted |
|
| 9,760,000 |
|
|
| 9,741,315 |
|
See accompanying notes to the financial statements.
F-4
BBN GLOBAL CONSULTING, INC.
Statement of Stockholders’ Equity (Deficit)
For the Fiscal Years Ended October 31, 2008 and 2007
|
|
Common Shares |
|
|
Amount |
|
|
Additional Paid-in Capital |
|
|
Accumulated Deficit |
|
|
Total Stockholders’ Equity (Deficit) |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance, November 1, 2006 |
|
| 9,000,000 |
|
| $ | 9,000 |
|
| $ | 4,491 |
|
| $ | (7,492 | ) |
| $ | 5,999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of common stock |
|
| 760,000 |
|
|
| 760 |
|
|
|
|
|
|
|
|
|
|
| 760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution to capital |
|
|
|
|
|
|
|
|
|
| 45,404 |
|
|
|
|
|
|
| 45,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (18,621 | ) |
|
| (18,621 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, October 31, 2007 |
|
| 9,760,000 |
|
|
| 9,760 |
|
|
| 49,895 |
|
|
| (26,113 | ) |
|
| 33,542 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution to capital |
|
|
|
|
|
|
|
|
|
| 100 |
|
|
|
|
|
|
| 100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (48,556 | ) |
|
| (48,556 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, October 31, 2008 |
|
| 9,760,000 |
|
| $ | 9,760 |
|
| $ | 49,995 |
|
| $ | (74,669 | ) |
| $ | (14,914 | ) |
See accompanying notes to the financial statements.
F-5
BBN GLOBAL CONSULTING, INC.
Statements of Cash Flows
For the Fiscal Years Ended October 31, 2008 and 2007
|
| 2008 |
|
| 2007 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
| ||
Net loss |
| $ | (48,556 | ) |
| $ | (18,621 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation |
|
| –– |
|
|
| 2,020 |
|
Loss from discontinued operations |
|
| 33,542 |
|
|
| –– |
|
Accrued compensation contributed to capital |
|
|
|
|
|
| 32,553 |
|
Increase in accounts receivable |
|
|
|
|
|
| (37,269 | ) |
Increase in prepaid expenses |
|
|
|
|
|
| 3,200 |
|
Increase in accrued expenses |
|
| 14,069 |
|
|
| (2,260 | ) |
Net Cash Used in Operating Activities |
|
| (945 | ) |
|
| (20,377 | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Cash relinquished on sale of discontinued operations |
|
| –– |
|
|
| (985 | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan from shareholder |
|
| 8,750 |
|
|
| 251 |
|
Sale of common stock |
|
| –– |
|
|
| 760 |
|
Capital contributions |
|
| 100 |
|
|
| 12,500 |
|
Net Cash Provided By Financing Activities |
|
| 8,850 |
|
|
| 13,511 |
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH |
|
| 7,905 |
|
|
| (7,851 | ) |
|
|
|
|
|
|
|
|
|
CASH AT BEGINNING OF YEAR |
|
| –– |
|
|
| 7,851 |
|
CASH AT END OF YEAR |
| $ | 7,905 |
|
| $ | –– |
|
See accompanying notes to the financial statements.
F-6
BBN GLOBAL CONSULTING, INC.
Notes to Financial Statements
October 31, 2008 and 2007
NOTE 1 – ORGANIZATION
BBN Global Consulting, Inc. 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 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.
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
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 October 31, 2008 or 2007.
Cash and cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Revenue Recognition
The Company recognizes revenues on consulting work when the engagement is complete and the amount earned is fully determinable and realizable. No costs directly relating to engagements are deferred until the amount to be earned on the engagement is fully realizable.
Income Taxes
The Company accounts for income taxes under FASB Statement No. 109,Accounting for Income Taxes. Deferred income tax assets and liabilities are determined based upon differences between the financial
F-7
reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
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.
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 endi ng 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 other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
F-8
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 October 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 – LOANS PAYABLE - SHAREHOLDER
On March 27, 2008, the Company was advanced $5,500. The loan is payable on demand and bears no interest.
On October 31, 2008, the Company was advanced $3,250. The loan is payable on demand and bears no interest.
F-9
