UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the first quarter ended March 31, 2008
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to____________
Commission File Number: 33-29139
TC X CALIBUR, INC.
(Exact name of issuer as specified in its charter)
Nevada | 87-0474017 |
(State or Other Jurisdiction of | (I.R.S. Employer I.D. No.) |
incorporation or organization) |
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4685 S. Highland Drive, Suite #202
Salt Lake City, Utah 84117
(Address of Principal Executive Offices)
(801) 278-9424
(Issuer’s Telephone Number, Including Area Code)
Check 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 x No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company x |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o
Not applicable.
The number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date:
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Class |
| Outstanding as of May 14, 2008 |
Common Capital Voting Stock, $0.001 par value per share |
| 5,300,164 shares |
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, Financial Statements and Notes to Financial Statements contains forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or intended.
PART I - FINANCIAL STATEMENTS
Item 1. Financial Statements.
March 31, 2008
C O N T E N T S
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TC X CALIBUR, INC.
(A Development Stage Company)
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| March 31, 2008 |
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| December 31, 2007 |
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| (Unaudited) |
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| (Audited) |
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ASSETS |
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Prepaid Expenses | $ | 1,200 |
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| 1,200 |
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Total Assets | $ | 1,200 |
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| $ | 1,200 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Liabilities |
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Current Liabilities |
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Accounts Payable | $ | 5,487 |
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| $ | 1,382 |
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Payable to related parties | $ | 49,947 |
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| 45,660 |
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Total Current Liabilities | $ | 55,434 |
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| 47,042 |
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Total Liabilities | $ | 55,434 |
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| 47,042 |
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Stockholders’ Equity (Deficit) |
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Preferred Stock--5,000,000 shares authorized, |
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$.001 par value; 0 shares issued and outstanding | $ | — |
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| — |
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Common stock--50,000,000 shares authorized, |
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$.001 par value; 5,300,164 shares issued and outstanding | $ | 5,300 |
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| 5,300 |
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Additional Paid-In Capital | $ | 609,700 |
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| 609,700 |
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Accumulated Deficit | $ | (613,885 | ) |
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| (613,885 | ) |
Deficit Accumulated During Development Stage | $ | (55,349 | ) |
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| (46,957 | ) |
Total Stockholders’ Equity (Deficit) | $ | (54,234 | ) |
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| (45,842 | ) |
Total Liabilities and Stockholders' Equity (Deficit) | $ | 1,200 |
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| $ | 1,200 |
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See accompanying notes to financial statements.
3
TC X CALIBUR, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2008 and 2007 and
for the Period from Reactivation (January 1, 2005) through March 31, 2008
(Unaudited)
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| For the |
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| For the |
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| From |
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| Three Months |
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| Three Months |
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| reactivation |
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| Ended |
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| Ended |
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| (01/01/05) |
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| March 31, |
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| March 31, |
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| through |
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| 2008 |
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| 2007 |
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| 3/31/2008 |
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Revenues |
| $ | — |
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| $ | — |
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| $ | — |
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General and Administrative Expenses |
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| 8,392 |
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| 3,634 |
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| 55,349 |
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Net Income (loss) from operations before taxes |
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| (8,392 | ) |
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| (3,634 | ) |
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| (55,349 | ) |
Provision for Income Taxes |
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| — |
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| — |
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| — |
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Net Income (Loss) |
| $ | (8,392 | ) |
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| $ | (3,634 | ) |
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| $ | (55,349 | ) |
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Net Income (Loss) Per Share |
| $ | (0.01 | ) |
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| $ | (0.01 | ) |
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| $ | (0.01 | ) |
Weighted Average Shares Outstanding |
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| 5,300,164 |
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| 5,300,164 |
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| 5,300,164 |
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See accompanying notes to financial statements.
4
TC X CALIBUR, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Month Periods Ended March 31, 2008 and 2007 and
for the Period from Reactivation (January 1, 2005) through March 31, 2008
(Unaudited)
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| For the |
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| For the |
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| From |
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| Three Months |
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| Three Months |
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| reactivation |
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| Ended |
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| Ended |
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| (01/01/05) |
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| March 31, |
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| 2007 |
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| 03/31/08 |
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Cash Flows From Operating Activities |
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Net income (loss) |
| $ | (8,392 | ) |
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| $ | (3,634 | ) |
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| $ | (55,349 | ) |
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Adjustments to reconcile net income (loss) to |
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net cash provided by operating activities: |
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Issued Stock for Services |
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| — |
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| — |
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| 18,750 |
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Increase in Pre-Paid Expense |
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| — |
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| (1,200 | ) |
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Increase (decrease) in: |
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Accounts payable |
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| 4,105 |
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| 2,445 |
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| 5,060 |
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Payables to related parties |
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| 4,287 |
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| 1,189 |
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| 32,739 |
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Net Cash From Operations |
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Net Decrease in Cash |
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Beginning Cash Balance |
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Ending Cash Balance |
| $ | — |
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| $ | — |
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| $ | — |
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Supplemental Disclosure Information |
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Issued Stock for Service Contracts |
| $ | — |
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| $ | — |
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| $ | 18,750 |
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See accompanying notes to financial statements.
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TC X CALIBUR, INC.
(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2008
NOTE 1 BASIS OF PRESENTATION
The accompanying financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The interim financial statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary to present a fair statement of the results for the period.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2007. The results of operations for the period ended March 31, 2008 are not necessarily indicative of the operating results for the full years.
NOTE 2 LIQUIDITY/GOING CONCERN
The Company does not have significant assets, nor has it established operations, and has accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. It is the intent of the Company to seek a merger with an existing, well-capitalized operating company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 3 RELATED PARTY TRANSACTIONS
The Company had expenses paid in its behalf by a shareholder in the amount of $4,287 during the quarter. The balance due the shareholder is $49,947 as of March 31, 2008. The unsecured loan bears no interest and is due on demand.
NOTE 4 RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. The Company adopted SFAS 157 on January 1, 2008 with no impact on the Company’s condensed consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities – Including an amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 allows entities the option to measure eligible financial instruments at fair value as of specified dates. Such election, which may be applied on an instrument by instrument basis, is typically irrevocable once elected. The Company elected not to measure any additional financial assets or liabilities at fair value at the time SFAS 159 was adopted on January 1, 2008. As a result, implementation of SFAS 159 had no impact on the Company’s condensed consolidated financial statements.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”) and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51(“SFAS 160”). SFAS No. 141R requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the consolidated financial statements. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS No. 141R and SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15,
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2008. Early adoption is prohibited. The Company has not yet determined the effect on its consolidated financial statements, if any, upon adoption of SFAS No. 141R or SFAS No. 160.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 requires enhanced disclosures about an entity’s derivative instruments and hedging activities including: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations; and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with earlier application encouraged. The Company has no derivative instruments so the adoption of SFAS 161 is not expected to have any impact on the Company’s consolidated financial statements and it does not intend to adopt this standard early.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-looking Statements
Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.
Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Plan of Operations
Our Company’s plan of operation for the next 12 months is to: (i) consider guidelines of industries in which our Company may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected.
During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing; the payment of our Securities and Exchange Commission and Exchange Act reporting filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization. Because a principal shareholder has been paying all of the operating expenses, management does not anticipate that we will have to raise additional funds during the next 12 months.
Our common stock currently trades on the Over-the-Counter Bulletin Board (OTCBB) under the symbol TCXB.OB.
Results of Operations
Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
We had no operations during the quarterly period ended March 31, 2008, nor do we have operations as of the date of this filing. In the quarterly period ended March 31, 2008, we had sales of $0, compared to the quarterly period ended March 31, 2007, with sales of $0. General and administrative expenses were $8,392 for the March 31, 2008, period compared to $3,634 for the March 31, 2007, period. General and administrative expenses for the three months ended March 31, 2008, were comprised mainly of accounting and legal fees. We had a net loss of $8,392 for the March 31, 2008, period compared to a net loss of $3,634 for the March 31, 2007, period.
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Liquidity and Capital Requirements
We had no cash or cash equivalents on hand. If additional funds are required, such funds may be advanced by management or stockholders as loans to us. During the quarterly period ended March 31, 2008, expenses were paid by a principal stockholder in the amount of $4,287, and during the quarterly period ended March 31, 2007, additional expenses paid by a principal stockholder totaled $3,634. The aggregate amount of $49,947 is outstanding as of March 31, 2008, is unsecured and is due on demand. Because we have not identified any acquisition or venture, it is impossible to predict the amount of any such loan.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
Item 4(T). Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission (“SEC”), and that such information is accumulated and communicated to management, including the President and Secretary, to allow timely decisions regarding required disclosures.
Under the supervision and with the participation of our management, including our President and Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, our President and Secretary concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
During the most recent fiscal quarter covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting..
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None; not applicable.
Item 1A. Risk Factors
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None; not applicable.
Item 3. Defaults Upon Senior Securities
None; not applicable.
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Item 4. Submission of Matters to a Vote of Security Holders
None; not applicable.
Item 5. Other Information
None; not applicable.
Item 6. Exhibits
(a) Exhibits
None. All Sarbanes-Oxley Certifications follow the signature line at the end of this Quarterly Report.
(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Issuer has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TC X CALIBUR, INC.
(Issuer)
Date: | 05/14/08 |
| By: | /s/Travis T. Jenson |
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| Travis T. Jenson, President and Director |
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Quarterly Report has also been signed below by the following person on behalf of the Registrant and in the capacities and on the dates indicated.
Date: | 05/14/08 |
| By: | /s/Thomas J. Howells |
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| Thomas J. Howells, Secretary, Treasurer and Director |
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