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 March 31, 2013
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
March 31, 2013
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference: None
FINANCIAL STATEMENTS
Balance Sheets as of March 31, 2013 (unaudited) and
December 31, 2012 1
Statements of Operations for the Three Months Ended
March 31, 2013 and the Period from July 23, 2012
(Inception) to March 31, 2013 (unaudited) 2
Statements of Cash Flows for the Three Months Ended
March 31, 2013 and the Period from July 23, 2012
(Inception) to March 31, 2013 (unaudited) 3
Notes to Financial Statements (unaudited) 4-7
______________________________________________________________________
HARROGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
March 31, December 31,
2013 2012
------------ ----------
(unaudited)
Current assets
Cash $ 2,000 $ 2,000
------------ -----------
Total assets $ 2,000 $ 2,000
============ ===========
LIABILITIES AND SSTOCKHOLDERS' EQUITY
Current liabilities $ - $ 350
------------ -----------
Total liabilities - 350
------------ -----------
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 2,157 1,007
Accumulated deficit (2,157) (1,357)
------------ -----------
Total stockholders' equity 2,000 1,650
------------ -----------
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
For the three July 23, 2012
months ended (Inception) to
March 31, 2013 March 31, 2013
-------------- -----------------
Revenue $ - $ -
Operating expenses 800 2,157
-------------- -----------------
0 0
Income tax - -
-------------- -----------------
Net loss $ (800) $ (2,157)
============== =================
Loss per share -
basic and diluted $ (0.00) $ (0.00)
============== =================
Weighted average shares-
basic and diluted 20,000,000 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
For the three July 23, 2012
months ended (Inception) to
March 31, 2013 March 31, 2013
------------- --------------
OPERATING ACTIVITIES
Net loss $ (800) $ (2,157)
Changes in Operating Assets and
Liabilities
Accrued liablities (350) -
------------- --------------
Net cash used in operating activities (1,150) (2,157)
------------- --------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock - 2,000
Proceeds from stockholders' additional
paid-in capital 1,150 2,157
------------- --------------
Net cash provided by financing
activities 1,150 4,157
------------- --------------
Net increase in cash - 2,000
Cash, beginning of period 2,000 -
============= ==============
Cash, end of period $ 2,000 $ 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)
STATEMENT OF CASH FLOWS
(unaudited)
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Live Brands, Inc. (formerly 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. The Company has been
in the developmental stage since inception and its operations to date have
been limited to issuing shares to its original shareholders. The Company
will attempt to locate and negotiate with a business entity for the
combination of that target company with Live Brands, Inc. 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. 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.
At the time of filing this report, the Company has entered into a definitive
agreement for the change of control of the Company. At the time of
preparation of this report, the agreement has not become fully executed
and effected. The Form 8-K noticing such change in control will be filed
by the Company at the time that such agreement takes effect.
In expectation of such change in control, the Company has changed its
name from Harrogate Acquisition Corporation to Live Brands, Inc. and
filed a Form 8-K with the Securities and Exchange Commission noticing
such name change.
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 March 31, 2013.
4
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HARROGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(unaudited)
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.
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 March 31, 2013, 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 $2,157 as of March 31, 2013. 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.
5
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HARROGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(unaudited)
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.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
Effective January 2013, we adopted FASB ASU No. 2011-11, Balance
Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities
(ASU 2011-11). The amendments in ASU 2011-11 require the disclosure
of information on offsetting and related arrangements for financial and
derivative instruments to enable users of its financial statements to
understand the effect of those arrangements on its financial position.
Amendments under ASU 2011-11 will be applied retrospectively for
fiscal years, and interim periods within those years, beginning after
January 1, 2013. The adoption of this update did not have a material
impact on the financial statements.
Effective January 2013, we adopted FASB ASU No. 2013-02, Reporting
of Amounts Reclassified Out of Accumulated Other Comprehensive
(ASU 2013-02). This guidance is the culmination of the FASB's
deliberation on reporting reclassification adjustments from accumulated
other comprehensive income (AOCI). The amendments in ASU 2013-02
do not change the current requirements for reporting net income or other
comprehensive income. However, the amendments require disclosure of
amounts reclassified out of AOCI in its entirety, by component, on the
face of the statement of operations or in the notes thereto. Amounts that
are not required to be reclassified in their entirety to net income must be
cross-referenced to other disclosures that provide additional detail. This
standard is effective prospectively for annual and interim reporting
periods beginning after December 15, 2012. The adoption of this update
did not have a material impact on the financial statements.
Not Adopted
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic
405): Obligations Resulting from Joint and Several Liability
Arrangements for Which the Total Amount of the Obligation Is Fixed at
the Reporting Date. The amendments in ASU 2013-04 provide guidance
for the recognition, measurement, and disclosure of obligations resulting
from joint and several liability arrangements for which the total amount
of the obligation within the scope of this Update is fixed at the reporting
date, except for obligations addressed within existing guidance in U.S.
GAAP. The guidance requires an entity to measure those obligations as
the sum of the amount the reporting entity agreed to pay on the basis of
its arrangement among its co-obligors and any additional amount the
reporting entity expects to pay on behalf of its co-obligors. The guidance
in this Update also requires an entity to disclose the nature and amount of
the obligation as well as other information about those obligations. The
amendment in this standard is effective retrospectively for fiscal years,
and interim periods within those years, beginning after December 15,
2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04
will have on our financial statements.
6
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HARROGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(unaudited)
In April 2013, the FASB issued ASU No. 2013-07, Presentation of
Financial Statements (Top 205): Liquidation Basis of Accounting. The
objective of ASU No. 2013-07 is to clarify when an entity should apply
the liquidation basis of accounting and to provide principles for the
measurement of assets and liabilities under the liquidation basis of
accounting, as well as any required disclosures. The amendments in this
standard is effective prospectively for entities that determine liquidation
is imminent during annual reporting periods beginning after December
15, 2013, and interim reporting periods therein. We are evaluating the
effect, if any, adoption of ASU No. 2013-07 will have on our 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.
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 March 31, 2013,
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.
As of March 31, 2013, the stockholders made a capital contribution in
the amount of totally $2,157 to pay the auditing and operating expenses
incurred by the Company.
NOTE 5 -- SUBSEQUENT EVENT
On May 7, 2013, the Company has entered into a definitive agreement for
the change of control of the Company. At the time of preparation of this
report, the agreement has not become fully executed and effected. The
Form 8-K noticing such change in control will be filed by the Company at
the time that such agreement takes effect.
In expectation of such change in control, the Company has changed its
name from Harrogate Acquisition Corporation to Live Brands, Inc. and
filed a Form 8-K with the Securities and Exchange Commission noticing
such name change.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Live Brands, Inc. (formerly 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.
At the time of filing this Report, the Company has entered into a
definitive agreement for the change of control of the company. At the
time of preparation of this Report, the agreement has not become fully
executed and effected. The form 8-K noticing such change in control
will be filed by the Company at the time that such agreement takes
effect.
In expectation of such change in control, the Company has changed
its name from Harrogate Acquisition Corporation to Live Brands, Inc. and
filed a Form 8-K with the Securities and Exchange Commission noticing
such name change.
Since inception Live Brands has been in the developmental stage
and its operations to date have been limited to issuing shares of common
stock to its original shareholders and filing 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.
Live Brands 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 Live Brands 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 Live Brands. Live Brands 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 Live Brands, 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
Live Brands, 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, Live Brands 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 Live Brands
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.
Live Brands has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets.
However, Live Brands offers owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a reporting
company.
As of March 31, 2013, Live Brands has not generated revenues and has
no income or cash flows from operations since inception. The continuation
of Live Brands 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 Live Brands. Tiber
Creek Corporation will pay all expenses incurred by Live Brands 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, Live Brands 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, Live Brands 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.
By: /s/ James M. Cassidy
President, Chief Financial Officer
Dated: May 10, 2013