Regional Brands (RGBD) 10-Q 15 Aug 16 2016 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Jun. 30, 2016	Aug. 10, 2016
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
Entity Registrant Name	Regional Brands Inc.
Entity Central Index Key	812,149
Current Fiscal Year End Date	--09-30
Entity Filer Category	Smaller Reporting Company
Trading Symbol	RGBDD
Entity Common Stock, Shares Outstanding		380,032

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)		Jun. 30, 2016	Sep. 30, 2015
CURRENT ASSETS
Cash		$ 3,781,361	$ 1,495
Investments		927,729	0
TOTAL ASSETS		4,709,090	1,495
CURRENT LIABILITIES
Accounts payable and accrued expenses		0	3,206
Related party note and interest payable		0	234,934
TOTAL LIABILITIES		0	238,140
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY/DEFICIT
Preferred stock, $.01 par value; authorized - 5,000,000 shares - issued and outstanding - none		0	0
Common stock, $.00001 par value; authorized - 50,000,000 shares - issued and outstanding - 379,702 on June 30, 2016 and 9,261 on September 30, 2015	[1]	4	1
Capital in excess of par value		8,207,402	3,198,347
Accumulated deficit		(3,493,929)	(3,434,993)
Accumulated other comprehensive loss		(4,387)	0
TOTAL STOCKHOLDERS’ EQUITY/DEFICIT		4,709,090	(236,645)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY/DEFICIT		$ 4,709,090	$ 1,495
[1]	The capital accounts of the Company have been restated to reflect the 1 for 1,000 reverse stock split which was effective in July 2016. See Note 10 for further discussion.

CONDENSED BALANCE SHEETS _Paren

CONDENSED BALANCE SHEETS [Parenthetical] - $ / shares	Jun. 30, 2016	Sep. 30, 2015
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	379,702	9,261
Common stock, shares, outstanding	379,702	9,261

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)		3 Months Ended		9 Months Ended
		Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
REVENUES		$ 0	$ 0	$ 0	$ 0
OPERATING EXPENSES
General and Administrative		54,180	5,039	64,590	15,938
TOTAL OPERATING EXPENSES		(54,180)	(5,039)	(64,590)	(15,938)
LOSS FROM OPERATIONS		(54,180)	(5,039)	(64,590)	(15,938)
Other income		10,766	0	11,431	0
Interest income/(expense), net		3,348	(4,184)	(5,777)	(11,878)
OTHER INCOME/(EXPENSE)		14,114	(4,184)	5,654	(11,878)
NET LOSS		(40,066)	(9,223)	(58,936)	(27,816)
OTHER COMPREHENSIVE LOSS
Unrealized loss on investments		(4,387)	0	(4,387)	0
Comprehensive loss		$ (44,453)	$ (9,223)	$ (63,323)	$ (27,816)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING-Basic and Diluted	[1]	351,206	9,261	122,827	9,261
NET LOSS PER COMMON SHARE - Basic and Diluted	[1]	$ (0.11)	$ (1)	$ (0.48)	$ (3)
[1]	The capital accounts of the Company have been restated to reflect the 1 for 1,000 reverse stock split which was effective in July 2016. See Note 10 for further discussion.

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
OPERATING ACTIVITIES
Net loss	$ (58,936)	$ (27,816)
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses	4,259	2,378
Issuance of stock options	9,058	0
Net Cash Used in Operating Activities	(45,619)	(25,438)
INVESTING ACTIVITIES
Purchase of investment securities	(932,115)	0
Net Cash Used in Investing Activities	(932,115)	0
FINANCING ACTIVITIES
Proceeds from related party note payable	7,600	27,900
Proceeds from issuance of stock	4,750,000	0
Net Cash Provided by Financing Activities	4,757,600	27,900
Net Increase in Cash	3,779,866	2,462
CASH - BEGINNING OF PERIOD	1,495	1,489
CASH - END OF PERIOD	3,781,361	3,951
SUPPLEMENTAL INFORMATION FOR STATEMENTS OF CASH FLOWS
Conversion of notes payable - related party to common stock	251,660	0
Cash paid for taxes	0	0
Cash paid for interest	$ 0	$ 0

DESCRIPTION OF BUSINESS AND SUM

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Jun. 30, 2016
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying condensed interim financial statements of the Company are unaudited. In the opinion of management, the interim data includes all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim period. The results of operations for the three months and nine months ended June 30, 2016 are not necessarily indicative of the operating results for the entire year. The unaudited condensed interim financial statements included herein are prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the disclosures made are adequate to make the information not misleading. These unaudited condensed interim financial statements should be read in conjunction with the financial statements and notes included in the Company’s Form 10-K for the year ended September 30, 2015.

CONCENTRATIONS

CONCENTRATIONS	9 Months Ended
	Jun. 30, 2016
Risks and Uncertainties [Abstract]
Concentration Risk Disclosure [Text Block]	NOTE 2 - CONCENTRATIONS The Company had amounts in excess of $250,000 in a single bank during the year. Amounts over $250,000 are not insured by the Federal Deposit Insurance Corporation. These balances fluctuate during the year and can exceed this $250,000 limit. Management regularly monitors the financial institution, together with its cash balances, in an effort to keep this potential risk to a minimum.

CONTROL

CONTROL	9 Months Ended
	Jun. 30, 2016
Stockholders' Equity Note [Abstract]
Members' Equity Notes Disclosure [Text Block]	NOTE 3 - CONTROL As of March 31, 2016, Mr. Bronson beneficially owned 5,800,210 (pre reverse stock split), 0.00001 62.65

INVESTMENTS

INVESTMENTS	9 Months Ended
	Jun. 30, 2016
Investments, Debt and Equity Securities [Abstract]
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]	NOTE 4 – INVESTMENTS Investments are classified as available for sale. Accordingly, the investments are carried at fair value with unrealized gains and losses reported separately in other comprehensive income (loss). Realized gains and losses are calculated using the original cost of those investments. During the three months ended June 30, 2016, the Company purchased 18,400 932,000 The valuation of such stock is based on quoted prices (unadjusted) and as a result the investments are classified within Level 1 of the fair-value hierarchy.

ASSETS AND LIABILITIES MEASURED

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE	9 Months Ended
	Jun. 30, 2016
Fair Value Disclosures [Abstract]
Fair Value, Measurement Inputs, Disclosure [Text Block]	NOTE 5 – ASSETS AND LIABILITIES MEASURED AT FAIR VALUE Money Market Funds The table below presents the Company's assets and liabilities measured at fair value on a recurring basis as of June 30, 2016, aggregated by the level in the fair value hierarchy within which those measurements fall. Assets and Liabilities Measured at Fair Value on a Recurring Basis at June 30, 2016: Assets Level 1 Level 2 Level 3 Balance at June 30, 2016 Marketable Equity Securities $ 927,729 $ — $ — $ 927,729 Money Market and CD Funds $ 3,781,085 $ — $ — $ 3,781,085 The Company does not have any fair value measurements within Level 2 or Level 3 of the fair value hierarchy as of June 30, 2016.

STOCK OPTIONS

STOCK OPTIONS	9 Months Ended
	Jun. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]	NOTE 6 – STOCK OPTIONS The Company accounts for stock-based compensation by recognizing the fair value of the compensation cost for all stock awards over their respective service periods, which are generally equal to the vesting period. This compensation cost is determined using option pricing models intended to estimate the fair value of the awards at the date of grant using the Black-Scholes option-pricing model. An offsetting increase to stockholders' equity is recorded equal to the amount of the compensation expense charge. On April 8, 2016, in connection with the transactions contemplated by the SPA (as defined in Note 8 below), the Company adopted the 2016 Equity Incentive Plan (the “Equity Incentive Plan”). The maximum number of shares of Common Stock available for issuance under the Equity Incentive Plan is 135,000,000 (pre reverse stock split) 23,737,615 (pre reverse stock split) 9,351,232 (pre reverse stock split) 9,000 On May 16, 2016, Mr. Bronson resigned as a director of the Company. The unvested portion of Mr. Bronson’s options were terminated upon his resignation as a director. The number of shares of Common Stock underlying, and the exercise price of, the Company’s outstanding stock options have been appropriately adjusted to reflect the Reverse Split (as defined below).

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Jun. 30, 2016
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	NOTE 7 - RELATED PARTY TRANSACTIONS Since February 3, 2009, the Company’s former president and principal executive officer had loaned the Company money to fund working capital needs to pay operating expenses. The loans were repayable upon demand and accrued interest at the rate of 10 186,196 65,464 18,522,034 (pre reverse stock split) On April 8, 2016, in connection with the transactions contemplated by the SPA, the Company entered into a Management Services Agreement (the “MSA”) with Ancora Advisors, LLC, whereby Ancora Advisors, LLC agreed to provide specified services to the Company in exchange for a quarterly management fee in an amount equal to 0.14323 Prior to May 12, 2016, the Company occupied a portion of the offices occupied by BKF Capital Group, Inc., 31248 Oak Crest Drive, Suite 110, Westlake Village, California 91361 on a month to month basis for a fee of $ 50 Effective May 12, 2016, the Company relocated its principal offices to 6060 Parkland Boulevard, Cleveland, OH 44124. The Company pays no rent for the use of the offices, which are located at the corporate headquarters of Ancora Advisors, LLC.

COMMON STOCK

COMMON STOCK	9 Months Ended
	Jun. 30, 2016
Equity [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	NOTE 8 – COMMON STOCK On April 8, 2016, the Company entered into and closed a Securities Purchase Agreement (the “SPA”) among the Company and Merlin Partners LP, Ancora Catalyst Fund LP, and Steven N. Bronson (collectively the “Purchasers”), whereby the Company sold to the Purchasers the aggregate amount of 370,440,680 (pre reverse stock split) 5,000,000 240,786,442 (pre reverse stock split) 3,250,000 92,610,170 (pre reverse stock split) 1,250,000 87.8 Pursuant to the terms of the SPA, effective April 8, 2016 Leonard Hagan resigned as a director on the Company’s Board of Directors, and Brian Hopkins and Jeff Anderson were appointed as directors. Additionally, Steven N. Bronson resigned as the Company’s Chairman of the Board, Chief Executive Officer and President and Brian Hopkins was appointed as Chairman of the Board, Chief Executive Office and President. Messrs. Hopkins and Anderson are affiliated with Ancora Advisors, LLC.

NEW ACCOUNTING STANDARDS

NEW ACCOUNTING STANDARDS	9 Months Ended
	Jun. 30, 2016
Accounting Changes and Error Corrections [Abstract]
New Accounting Pronouncements and Changes in Accounting Principles [Text Block]	NOTE 9 - NEW ACCOUNTING STANDARDS In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-15 (“ASU 2014-15”), Presentation of Financial Statements-Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 requires a Company’s management to evaluate, at each reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently evaluating the impact of the adoption of ASU 2014-15 on its consolidated financial statements.

SUBSEQUENT EVENT

SUBSEQUENT EVENT	9 Months Ended
	Jun. 30, 2016
Subsequent Events [Abstract]
Subsequent Events [Text Block]	NOTE 10 – SUBSEQUENT EVENT On July 22, 2016, the Company filed a certificate of amendment (the “Amendment”) to the Company’s Certificate of Incorporation with the Delaware Secretary of State to effect a 1-for-1,000 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding Common Stock and to reduce the number of shares of Common Stock the Company is authorized to issue from 750,000,000 50,000,000 As a result of the Reverse Split, at the Effective Time, every 1,000 shares of the Company’s issued and outstanding Common Stock were automatically combined and reclassified into one (1) share of Common Stock The reverse stock split has been retroactively reflected to the financial statements as of June 30, 2016 and 2015, respectively.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Jun. 30, 2016
Accounting Policies [Abstract]
Organization And Business Activities Policy [Policy Text Block]	ORGANIZATION AND BUSINESS ACTIVITY – Regional Brands Inc. (Formerly 4net Software, Inc.) (the “Company”) was incorporated under the laws of the State of Delaware in 1986. The Company is pursuing a business strategy whereby the Company is seeking to engage in acquisition, merger or other business combination transactions (each, a “Transaction”) with undervalued businesses (a “Target Company”) with a history of operating revenues in markets that provide opportunities for growth. The Company is currently engaged in identifying, investigating and, if investigation warrants, entering into a Transaction with one or more Target Companies that will enhance the Company’s revenues and increase shareholder value. The Company utilizes several criteria to evaluate Target Companies, including whether the Target Company: (1) is an established business with viable services or products, (2) has an experienced and qualified management team, (3) has opportunities for growth and/or expansion into other markets, (4) is accretive to earnings, (5) offers the opportunity to achieve and/or enhance profitability, and (6) increases shareholder value. The accompanying condensed interim financial statements of the Company are unaudited. In the opinion of management, the interim data includes all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim period. The results of operations for the three months and nine months ended June 30, 2016 are not necessarily indicative of the operating results for the entire year. The unaudited condensed interim financial statements included herein are prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the disclosures made are adequate to make the information not misleading. These unaudited condensed interim financial statements should be read in conjunction with the financial statements and notes included in the Company’s Form 10-K for the year ended September 30, 2015.
Use of Estimates, Policy [Policy Text Block]	USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

ASSETS AND LIABILITIES MEASUR17

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Tables)	9 Months Ended
	Jun. 30, 2016
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]	Assets and Liabilities Measured at Fair Value on a Recurring Basis at June 30, 2016: Assets Level 1 Level 2 Level 3 Balance at June 30, 2016 Marketable Equity Securities $ 927,729 $ — $ — $ 927,729 Money Market and CD Funds $ 3,781,085 $ — $ — $ 3,781,085

CONCENTRATIONS (Details Textual

CONCENTRATIONS (Details Textual)	Jun. 30, 2016USD ($)
Compensating Balances [Line Items]
Cash, FDIC Insured Amount	$ 250,000

CONTROL (Details Textual)

CONTROL (Details Textual) - $ / shares	Jun. 30, 2016	Mar. 31, 2016	Sep. 30, 2015
Control [Line Items]
Common Stock, Shares Issued	379,702		9,261
Common Stock, Par Or Stated Value Per Share	$ 0.00001		$ 0.00001
Majority Shareholder [Member]
Control [Line Items]
Common Stock, Shares Issued		5,800,210
Beneficial Ownership Percentage		62.65%
Common Stock, Par Or Stated Value Per Share		$ 0.00001

INVESTMENTS (Details Textual)

INVESTMENTS (Details Textual) - Series B Preferred Stock [Member]	3 Months Ended
	Jun. 30, 2016USD ($)shares
Schedule of Available-for-sale Securities [Line Items]
Number Of Equity, Shares Purchased | shares	18,400
Payments to Acquire Available-for-sale Securities, Equity | $	$ 932,000

ASSETS AND LIABILITIES MEASUR21

ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Details)	Jun. 30, 2016USD ($)
Equity Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	$ 927,729
Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	927,729
Equity Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	0
Equity Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	0
Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	3,781,085
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	3,781,085
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	0
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	$ 0

STOCK OPTIONS (Details Textual)

STOCK OPTIONS (Details Textual) - USD ($)	Apr. 08, 2016	Jun. 30, 2016
Anderson [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	9,351,232
Bronson [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	9,351,232
Equity Incentive Plan 2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	135,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	60 months
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	15 years
Share-based Compensation		$ 9,000
Equity Incentive Plan 2016 [Member] | Ancora Advisors, LLC [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	23,737,615
Equity Incentive Plan 2016 [Member] | Hopkins [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	9,351,232

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Textual) - USD ($)	Apr. 08, 2016	Mar. 31, 2016
Related Party Transaction [Line Items]
Operating Leases, Rent Expense	$ 50
Related party transaction Management fee percentage	0.14323%
Management [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Rate		10.00%
Notes Payable Related Parties Classified Current Excluding Interest		$ 186,196
Accrued Interest Related Party Current		$ 65,464
Mr. Bronson [Member]
Related Party Transaction [Line Items]
Debt Conversion, Converted Instrument, Shares Issued	18,522,034

COMMON STOCK (Details Textual)

COMMON STOCK (Details Textual)	Apr. 08, 2016USD ($)shares
Merlin Partners LP and Ancora Catalyst Fund LP [Member] | Beneficial Owner [Member]
Class of Stock [Line Items]
Equity Method Investment, Ownership Percentage	87.80%
Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues | shares	370,440,680
Stock Issued During Period, Value, New Issues | $	$ 5,000,000
Securities Purchase Agreement [Member] | Merlin Partners LP [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues | shares	240,786,442
Stock Issued During Period, Value, New Issues | $	$ 3,250,000
Securities Purchase Agreement [Member] | Ancora Catalyst Fund LP [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues | shares	92,610,170
Stock Issued During Period, Value, New Issues | $	$ 1,250,000

SUBSEQUENT EVENT (Details Textu

SUBSEQUENT EVENT (Details Textual) - shares	1 Months Ended
	Jul. 22, 2016	Jun. 30, 2016	Sep. 30, 2015
Subsequent Event [Line Items]
Common Stock, Shares Authorized		50,000,000	50,000,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Stockholders' Equity, Reverse Stock Split	effect a 1-for-1,000
Stockholders' Equity Note, Changes in Capital Structure, Retroactive Impact	As a result of the Reverse Split, at the Effective Time, every 1,000 shares of the Companys issued and outstanding Common Stock were automatically combined and reclassified into one (1) share of Common Stock
Subsequent Event [Member] | Maximum [Member]
Subsequent Event [Line Items]
Common Stock, Shares Authorized	750,000,000
Subsequent Event [Member] | Minimum [Member]
Subsequent Event [Line Items]
Common Stock, Shares Authorized	50,000,000