UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 10-Q
______________
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x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2013
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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: 000-53408
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) | | |
175 South Main Street
Fifteenth Floor
Salt Lake City, Utah 84111
(Address of Principal Executive Offices)
4685 SOUTH HIGHLAND DRIVE #202
SALT LAKE CITY UT 84117
(Former Address)
(801) 303-5739
(Registrant’s Telephone Number, Including Area Code)
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. Yesx Noo
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yesx Noo (The Registrant does not maintain a website.)
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.
| | | |
Large accelerated filero | Accelerated filero | Non-accelerated filero | Smaller reporting companyx |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yesx Noo
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
The number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date:
1,325,062 shares of common stock as of August 16, 2013.
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FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, Financial Statements and Notes to Financial Statements contain 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.
June 30, 2013
C O N T E N T S
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TC X CALIBUR, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2013 and December 31, 2012
(Unaudited)
| | | | | |
| June 30, 2013 | | December 31, 2012 |
ASSETS | | | | | |
| | | | | |
Total Assets | $ | - | | $ | - |
| | | | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | |
| | | | | |
Liabilities | | | | | |
Current Liabilities | | | | | |
Accounts Payable | $ | 735 | | $ | - |
Payable to related parties | | - | | | 93,581 |
Accrued Interest - related parties | | - | | | 9,437 |
Notes Payable – related parties | | 125,000 | | | - |
Total Current Liabilities | | 125,735 | | | 103,018 |
Total Liabilities | | 125,735 | | | 103,018 |
| | | | | |
Stockholders’ Deficit | | | | | |
Preferred Stock--5,000,000 shares authorized, $.001 par value; 0 shares issued and outstanding | | - | | | - |
Common stock--50,000,000 shares authorized, $.001 par value; 1,325,062 shares issued and outstanding as of June 30, 2013 and December 31, 2012 | | 1,325 | | | 1,325 |
Additional Paid-In Capital | | 623,278 | | | 613,675 |
Accumulated Deficit | | (613,885) | | | (613,885) |
Deficit Accumulated During Development Stage | | (136,453) | | | (104,133) |
Total Stockholders’ Deficit | | (125,735) | | | (103,018) |
Total Liabilities and Stockholders' Deficit | $ | - | | $ | - |
See accompanying notes to unaudited condensed consolidated financial statements.
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TC X CALIBUR, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six months Ended June 30, 2013 and 2012 and
for the Period from Reactivation (January 1, 2005) through June 30, 2013
(Unaudited)
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | From |
| For the | | For the | | For the | | For the | | reactivation |
| Three Months | | Three Months | | Six Months | | Six Months | | (01/01/05) |
| Ended | | Ended | | Ended | | Ended | | through |
| June 30, | | June 30, | | June 30, | | June 30, | | June 30, |
| 2013 | | 2012 | | 2013 | | 2012 | | 2013 |
Revenues | $ | - | | $ | - | | $ | - | | $ | - | | $ | - |
General and Administrative Expenses | | 22,960 | | | 1,350 | | | 27,085 | | | 5,852 | | | 121,781 |
Net loss from operations | | (22,960) | | | (1,350) | | | (27,085) | | | (5,852) | | | (121,781) |
| | | | | | | | | | | | | | |
Other Income (Expense) | | | | | | | | | | | | | | |
Related Party Interest Expense | | (2,637) | | | (3,056) | | | (5,235) | | | (4,405) | | | (14,672) |
Total Other Income (Expense) | | (2,637) | | | (3,056) | | | (5,235) | | | (4,405) | | | (14,672) |
Net Loss Before Taxes | | (25,597) | | | (4,406) | | | (32,320) | | | (10,257) | | | (136,453) |
Provision for Income Taxes | | - | | | - | | | - | | | - | | | - |
Net Loss | $ | (25,597) | | $ | (4,406) | | $ | (32,320) | | $ | (10,257) | | $ | (136,453) |
| | | | | | | | | | | | | | |
Basic and Diluted Loss Per Share | $ | (0.02) | | $ | (0.01) | | $ | (0.02) | | $ | (0.01) | | $ | (0.10) |
Basic and Diluted Weighted Average Shares Outstanding | | 1,325,062 | | | 1,325,062 | | | 1,325,062 | | | 1,325,062 | | | 1,325,062 |
See accompanying notes to unaudited condensed consolidated financial statements.
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TC X CALIBUR, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six months Ended June 30, 2013 and 2012 and
for the Period from Reactivation (January 1, 2005) through June 30, 2013
(Unaudited)
| | | | | | | | |
| | | | | | | From |
| For the | | For the | | reactivation |
| Six Months | | Six Months | | (01/01/05) |
| Ended | | Ended | | through |
| June 30, | | June 30, | | June 30, |
| 2013 | | 2012 | | 2013 |
Cash Flows From Operating Activities | | | | | | | | |
Net loss | $ | (32,320) | | $ | (10,257) | | $ | (136,453) |
| | | | | | | | |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | |
(Increase) Decrease in: | | | | | | | | |
Prepaid Expense | | - | | | - | | | 18,750 |
Increase (decrease) in: | | | | | | | | |
Accounts payable | | 735 | | | - | | | 308 |
Payables to related parties | | 26,350 | | | 5,852 | | | 102,723 |
Increase in related party accrued interest | | (5,235) | | | 4,405 | | | 14,672 |
| | | | | | | | |
Net Cash From Operations | | - | | | - | | | - |
| | | | | | | | |
Net Change in Cash | | - | | | - | | | - |
Beginning Cash Balance | | - | | | - | | | - |
Ending Cash Balance | $ | - | | $ | - | | $ | - |
| | | | | | | | |
Supplemental Disclosure of Cash Flow Information: | | | | | | | | |
Cash paid for income taxes | $ | - | | $ | - | | $ | - |
Cash paid for interest | | - | | | - | | | - |
Notes payable issued for payables to related party | $ | 125,000 | | | - | | $ | 125,000 |
Related party debt forgiveness | $ | 9,603 | | | - | | $ | 9,603 |
See accompanying notes to unaudited condensed consolidated financial statements.
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TC X CALIBUR, INC.
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
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-K for the year ended December 31, 2012. The results of operations for the period ended June 30, 2013, are not necessarily indicative of the operating results for the full year.
NOTE 2 LIQUIDITY/GOING CONCERN
The Company does not have any 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 and payables paid in its behalf by Jenson Services, Inc. (“Jenson Services”), a shareholder, in the amount of $26,350 during the six months ended June 30, 2013. The Company imputes interest at 10% per annum. Imputed interest expense on related party payables for the six month periods ended June 30, 2013 and 2012 totaled $5,235 and $4,405, respectively.
On June 25, 2013 the Company executed two promissory notes with Jenson Services. The promissory notes were for funds already paid on behalf of the Company as a partial settlement of those debts. Jenson Services forgave the remaining balance due to them of $9,603. The Company treated this forgiveness as related party debt forgiveness with a credit to additional paid in capital. In the first promissory note, the Company agreed to pay Jenson Services $75,000 thirty days following the execution of the note. On August 16, 2013, the Company and Jenson Services executed an Amendment to the Promissory Note whereby the parties agreed to extend the maturity date of the Promissory Note to sixty days following the execution date. In the second promissory note, the Company agreed to pay Jenson Services $50,000 sixty days following the execution of the note. The promissory notes are non-interest bearing. The promissory notes may be extended for up to an additional thirty days with an extension payment of 10% of the face value of the notes. The notes are secured by 387,098 shares of common stock of the Company sold by Jenson Services to Kenneth Williams, the new Chief Executive Officer of the Company.
NOTE 4 RECENT ACCOUNTING PRONOUNCEMENTS
The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements.
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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 the 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 June 30, 2013 Compared to Three months Ended June 30, 2012
We had no operations during the three month period ended June 30, 2013, nor do we have operations as of the date of this filing. General and administrative expenses were $22,960 for the June 30, 2013, period, compared to $1,350 for the June 30, 2012, period. General and administrative expenses for the three months ended June 30, 2013, were comprised mainly of accounting, legal and compliance fees. We had a net loss of $25,597 for the June 30, 2013 period compared to a net loss of $4,406 for the June 30, 2012 period. The increase in net loss for the three month period ended June 30, 2013, is due to the increase in general and administrative expenses as a result of the change in control of the Company.
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Six months Ended June 30, 2013 Compared to Six months Ended June 30, 2012
We had no operations during the six month period ended June 30, 2013, nor do we have operations as of the date of this filing. General and administrative expenses were $27,085 for the June 30, 2013, period, compared to $5,852 for the June 30, 2012, period. General and administrative expenses for the six months ended June 30, 2013, were comprised mainly of accounting, legal and compliance fees. We had a net loss of $32,320 for the June 30, 2013, period compared to a net loss of $10,257 for the June 30, 2012, period. The increase in net loss for the six month period ended June 30, 2013, is due to the increase in general and administrative expenses as a result of the change in control of the Company.
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 shareholders as loans to us. The aggregate amount of $125,000 is outstanding as of June 30, 2013, is secured by certain shares of the Company owned by the Chief Executive Officer and is due in two installments ($75,000 due on July 25, 2013 (that was subsequently extended to August 25, 2013) and $50,000 due on August 25, 2013). Because we have not identified any acquisition or venture, it is impossible to predict the amount of any such loan.
Off-Balance Sheet Arrangements
None.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not required.
Item 4. 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, 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 Treasurer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our President and Treasurer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
During the fiscal quarter covered by this Quarterly 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.
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Item 1A. Risk Factors
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None; not applicable.
Item 4. Mine Safety Disclosures
Item 5. Other Information
None.
Item 6. Exhibits
(a) Exhibits
| |
Exhibit No. | Identification of Exhibit |
31.1 | Certification of Kenneth Williams Pursuant to Section 302 of the Sarbanes-Oxley Act. |
31.2 | Certification of Jason Jenson Pursuant to Section 302 of the Sarbanes-Oxley Act. |
32 | Certification of Kenneth Williams Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act. |
101.INS | XBRL Instance Document* |
101.SCH | XBRL Taxonomy Extension Schema* |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase* |
101.DEF | XBRL Taxonomy Extension Definition Linkbase* |
101.LAB | XBRL Taxonomy Extension Label Linkbase* |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase* |
*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.
(b) Reports on Form 8-K
8-K filed June 27, 2013 including Items 1.01, 2.01, 2.03, 5.01, 5.02, and 9.01.
SIGNATURES
Pursuant to the requirements 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.
TC X CALIBUR, INC.
(Issuer)
| | | | |
Date: | August 19, 2013 | | By: | /s/Kenneth Williams |
| | | | Kenneth Williams, Chief Executive Officer, Chief Financial Officer and Director |
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