SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2012
OR
[ ] 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 000-54827
LIVE BRANDS, INC.
(Exact name of registrant as specified in its charter)
HARROGATE ACQUISITION CORPORATION
(Former name of Registrant at the period covered by this report)
Delaware 46-1856279
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
215 Apolena Avenue
Newport Beach, California 92662
(Address of principal executive offices) (zip code)
202/387-5400
(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.
Yes X No
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 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 X
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
September 30, 2012
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference: None
FINANCIAL STATEMENTS
Balance Sheets as of September 30, 2012 (unaudited) and
July 31, 2012 1
Statement of Operations for the Period from July 23,
2012 (Inception) to September 30, 2012 (unaudited) 2
Statement of Cash Flows for the Period from July 23,
2012 (Inception) to September 30, 2012 (unaudited) 3
Notes to Financial Statements (unaudited) 4-7
______________________________________________________________________
HARROGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
September 30, July 31,
2012 2012
------------ ----------
(unaudited)
Current assets
Cash $ 2,000 $ 2,000
------------ -----------
Total assets $ 2,000 $ 2,000
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities $ - $ -
------------ -----------
Total liabilities - -
------------ -----------
Stockholders' equity
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; none
issued and outstanding - -
Common stock, $0.0001 par value, 100,000,000
shares authorized; 20,000,000 shares issued
and outstanding 2,000 2,000
Additional paid-in capital 1,007 -
Deficit accumulated during the
development stage (1,007) -
------------ -----------
Total stockholders' equity 2,000 2,000
------------ -----------
Total liabilities and stockholders'
equity $ 2,000 $ 2,000
============ ===========
The accompanying notes are an integral part of these financial statements
1
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HARROGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(unaudited)
For the period from
July 23, 2012
(Inception) to
September 30, 2012
-----------------
Revenues $ -
Cost of revenue -
-----------------
Gross profit -
Operating expenses 1,007
-----------------
Loss before income tax (1,007)
Income tax -
-----------------
Net loss $ (1,007)
==================
Loss per share - basic and diluted $ (0.00)
==================
Weighted average shares-basic and diluted 20,000,000
==================
The accompanying notes are an integral part of these financial statements
2
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HARROGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(unaudited)
For the period from
July 23, 2012
(Inception) to
September 30, 2012
------------------
OPERATING ACTIVITIES
Net loss $ (1,007)
-------------
Net cash used in operating activities (1,007)
-------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock 2,000
Proceeds from stockholders' additional
paid-in capital 1,007
-------------
Net cash provided by financing activities 3,007
-------------
Net increase in cash 2,000
Cash, beginning of period -
-------------
Cash, end of period $ 2,000
=============
The accompanying notes are an integral part of these financial statements
3
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HARROGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Harrogate Acquisition Corporation ("Harrogate" or "the Company") was
incorporated on July 23, 2012 under the laws of the State of Delaware
to engage in any lawful corporate undertaking, including, but not limited
to, selected mergers and acquisitions. Harrogate has been in the
developmental stage since inception and its operations to date have been
limited to issuing shares to its original shareholders. Harrogate will
attempt to locate and negotiate with a business entity for the combination
of that target company with Harrogate. The combination will normally
take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange. In most instances the target company will wish to structure the
business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended. No assurances can be given that Harrogate
will be successful in locating or negotiating with any target company.
Harrogate has been formed to provide a method for a foreign or domestic
private company to become a reporting company with a class of securities
registered under the Securities Exchange Act of 1934.
BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC") for interim financial information. Accordingly, they
do not include all of the information and notes required by U.S. GAAP
for complete financial statements. The accompanying unaudited financial
statements include all adjustments, composed of normal recurring
adjustments, considered necessary by management to fairly state our
results of operations, financial position and cash flows. The operating
results for interim periods are not necessarily indicative of results
that may be expected for any other interim period or for the full year.
USE OF ESTIMATES
The preparation of financial statements in conformity with 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, and the reported
amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. The Company did
not have cash balances in excess of the Federal Deposit Insurance
Corporation limit as of September 30, 2012.
INCOME TAXES
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized.
4
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HARROGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflects the potential
dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted
in the issuance of common stock that then shared in the loss of the entity.
As of September 30, 2012, there are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements
of financial assets and financial liabilities and for fair value
measurements of nonfinancial items that are recognized or disclosed at
fair value in the financial statements on a recurring basis. The guidance
establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to
measurements involving significant unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to access
at the measurement date.
Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly
or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The Company monitors the market conditions and evaluates the fair value
hierarchy levels at least quarterly. For any transfers in and out of the
levels of the fair value hierarchy, the Company elects to disclose the fair
value measurement at the beginning of the reporting period during which the
transfer occurred.
NOTE 2 - GOING CONCERN
The Company has sustained operating losses since inception. It has an
accumulated deficit of $1,007 as of September 30, 2012. The Company's
continuation as a going concern is dependent on its ability to generate
sufficient cash flows from operations to meet its obligations, which it
has not been able to accomplish to date, and /or obtain additional
financing from its stockholders and/or other third parties.
These financial statements have been prepared on a going concern basis,
which implies the Company will continue to meet its obligations and
continue its operations for the next fiscal year. The continuation of the
Company as a going concern is dependent upon financial support from its
stockholders, the ability of the Company to obtain necessary equity
financing to continue operations, successfully locating and negotiate
with a business entity for the combination of that target company with
the Company.
Tiber Creek Corporation, a company affiliated with management, will pay
all expenses incurred by the Company until a business combination is
effected, without repayment. There is no assurance that the Company
will ever be profitable. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classifications of
liabilities that may result should the Company be unable to continue
as a going concern.
5
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HARROGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve
Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and International Financial Reporting Standards (IFRS) of Fair
Value Measurement Topic 820." ASU 2011-04 is intended to provide a
consistent definition of fair value and improve the comparability of
fair value measurements presented and disclosed in financial statements
prepared in accordance with U.S. GAAP and IFRS. The amendments
include those that clarify the FASB's intent about the application of
existing fair value measurement and disclosure requirements, as well as
those that change a particular principle or requirement for measuring fair
value or for disclosing information about fair value measurements. This
update is effective for annual and interim periods beginning after
December 15, 2011. The adoption of this ASU did not have a material
impact on the company's financial statements.
Not Adopted
In December 2011, the FASB issued ASU No. 2011-11: Balance Sheet
(Topic 210): Disclosures about Offsetting Assets and Liabilities, which
requires new disclosure requirements mandating that entities disclose both
gross and net information about instruments and transactions eligible for
offset in the statement of financial position as well as instruments and
transactions subject to an agreement similar to a master netting
arrangement. In addition, the standard requires disclosure of collateral
received and posted in connection with master netting agreements or
similar arrangements. This ASU is effective for annual reporting periods
beginning on or after January 1, 2013, and interim period within those
annual periods. Entities should provide the disclosures required
retrospectively for all comparative periods presented. We are currently
evaluating the impact of adopting ASU 2011-11 on the consolidated
financial statements.
The FASB issued Accounting Standards Update (ASU) No. 2012-02---
Intangibles---Goodwill and Other (Topic 350): Testing Indefinite-
Lived Intangible Assets for Impairment, on July 27, 2012, to simplify
the testing for a drop in value of intangible assets such as trademarks,
patents, and distribution rights. The amended standard reduces the cost
of accounting for indefinite-lived intangible assets, especially
in cases where the likelihood of impairment is low. The changes permit
businesses and other organizations to first use subjective criteria to
determine if an intangible asset has lost value. The amendments to U.S.
GAAP will be effective for fiscal years starting after September 15, 2012.
Early adoption is permitted. The company does not expect the adoption of
this ASU inconsistent have a material impact on the company's financial
statements.
Other recent accounting pronouncements issued by the FASB (including
its Emerging Issues Task Force), the American Institute of Certified
Public Accountants, and the United States Securities and Exchange
Commission did not or are not believed by management to have a material
impact on the Company's present or future financial statements.
6
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HARROGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
NOTE 4 STOCKHOLDER'S EQUITY
The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of September 30, 2012,
20,000,000 shares of common stock and no preferred stock were issued
and outstanding.
In July, 2012, the Company issued 20,000,000 common shares to two
directors and officers for an aggregated amount of $2,000 in cash.
In August, 2012, the stockholders made a capital contribution in the
amount of $1,007 to pay the operating expenses incurred by the Company.
NOTE 5 -- SUBSEQUENT EVENT
As of May 7, 2013 the shareholders of the Corporation and the Board
of Directors unanimously approved the change of the Registrant's name to
Live Brands, Inc. and filed such change with the State of
Delaware.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Live Brands, Inc. (formerly, and at the period covered
by this report, Harrogate Acquisition Corporation) (the "Company") was
incorporated on July 23, 2012 under the laws of the State of Delaware
to engage in any lawful corporate undertaking, including, but not
limited to, selected mergers and acquisitions.
Since inception the Company has been in the developmental stage
and its operations to date of the period covered by this report have
been limited to issuing shares of common stock to its original shareholders
and preparing to file a registration statement on Form 10 with the
Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934 as amended to register its class of common stock.
Subsequent to the period covered by this report and to date of
filing of this report, the Company filed with the Securities and
Exchange Commission a registration statement on Form 10 and
effected a change in its name in anticipation of a change in control.
The Company has filed a Form 8-K noticing the change of its name and
will file upon effectiveness a Form 8-K noticing the change in
control.
The Company has been formed to provide a method for a foreign or
domestic private company to become a reporting company with a class of
securities registered under the Securities Exchange Act of 1934.
The president of the Company is the president, director and
shareholder of Tiber Creek Corporation. Tiber Creek Corporation assists
companies in becoming public reporting companies and with introductions
to the financial community. In order to become a trading company,
Tiber Creek Corporation may recommend that a company file a registration
statement, most likely on Form S-1, following a business combination
with the target company.
Tiber Creek will typically enter into an agreement with the target
company for assisting it to become a public reporting company and for the
preparation and filing of a registration statement and the introduction to
brokers and market makers. The target company pays Tiber Creek
Corporation for such services. Such services include, if appropriate, the
use of the Company. The Company will only be used as part of such process
and is not offered for sale. If the target company chooses to enter into
business combination with the Company, the registration statement will be
prepared after such business combination. The terms of a business
combination may provide for redemption of all or part of their stock in
the Company, usually at par.
The most likely target companies are those seeking the perceived
benefits of a reporting corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities
for acquisitions, providing liquidity for shareholders and other factors.
Business opportunities may be available in many different
industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such business
opportunities difficult and complex.
In analyzing prospective business opportunities, the Company may consider
such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and
expected competition; the quality and experience of management services
which may be available and the depth of that management; the potential
for further research, development, or exploration; specific risk factors
not now foreseeable but which may be anticipated; the potential for growth
or expansion; the potential for profit; the perceived public recognition
or acceptance of products, services, or trades; name identification; and
other relevant factors. This discussion of the proposed criteria is not
meant to be restrictive of the virtually unlimited discretion of the Company
to search for and enter into potential business opportunities.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.
The Company has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets.
However, the Company offers owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a reporting
company.
As of September 30, 2012, the Company had not generated revenues and had
no income or cash flows from operations since inception. The continuation
of the Company as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations, to successfully locate and negotiate with a business
entity for the combination of that target company with the Company. Tiber
Creek Corporation will pay all expenses incurred by the Company until a
change in control is effected, without repayment.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
`ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, the Company has issued 20,000,000
common shares pursuant to Section 4(2) of the Securities Act of 1933
for an aggregate purchase price of $2,000 as folllows:
On July 31, 2012, the Company issued the following shares of
its common stock:
Name Number of Shares Consideration
Tiber Creek Corporation 10,000,000 $1,000
MB Americus LLC 10,000,000 $1,000
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
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.
LIVE BRANDS, INC.
Formerly Harrogate Acquisition Corporation
By: /s/ James M. Cassidy
President, Chief Financial Officer
Dated: May 7, 2013