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 June 30, 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.)
4845 Pearl East Circle, Suite 101
Boulder, Colorado 80301
(Address of principal executive offices) (zip code)
877-278-5594
(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
August 1, 2013
Common Stock, par value $0.0001 1,400,000
Documents incorporated by reference: None
FINANCIAL STATEMENTS
Condensed Balance Sheets as of June 30, 2013 (unaudited) and
December 31, 2012 1
Condensed Statements of Operations for the Three Months Ended
June 30, 2013 and for the Six Months Ended June 30,
2013 and the Period from July 23, 2012 (Inception) to
June 30, 2013 (unaudited) 2
Condensed Statements of Cash Flows for the Six Months Ended
June 30, 2013 and the Period from July 23, 2012
(Inception) to June 30, 2013 (unaudited) 3
Notes to Condensed Financial Statements (unaudited) 4-7
______________________________________________________________________
LIVE BRANDS, INC.
(FORMERLY HARROGATE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
ASSETS
June 30, December 31,
2013 2012
------------ ----------
(unaudited)
Current assets
Cash $ 140 $ 2,000
------------ -----------
Total assets $ 140 $ 2,000
============ ===========
LIABILITIES AND STOCKHOLDERS' 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; 1,400,000 shares issued
and outstanding 140 2,000
Additional paid-in capital 72,157 1,007
Accumulated deficit (72,157) (1,357)
------------ -----------
Total stockholders' equity 140 1,650
------------ -----------
Total liabilities and stockholders'
equity $ 140 $ 2,000
============ ===========
The accompanying notes are an integral part of these condensed financial statements
1
______________________________________________________________________
LIVE BRANDS, INC.
(FORMERLY HARROGATE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the
For the For the period from
three months six months July 23, 2012
ended June 30, ended June 30, (Inception) to
2013 2013 June 30, 2013
-------------- ------------- --------------
Revenue $ - $ - $ -
Operating expenses 70,000 70,800 (72,157)
Income tax - - -
-------------- ------------- --------------
Net loss $ (70,000) $ (70,800) $ (72,157)
============== ============= ==============
Loss per share -
basic and diluted $ (0.05) $ (0.05)
============== =============
Weighted average shares-
basic and diluted 1,400,000 1,400,000
-------------- -------------
The accompanying notes are an integral part of these condensed financial statements
2
______________________________________________________________________
LIVE BRANDS, INC.
(FORMERLY HARROGATE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
For the
period from
For six July 23, 2012
months ended (Inception) to
June 30, 2013 June 30, 2013
------------- --------------
(Unaudited)
OPERATING ACTIVITIES
Net loss $ (70,800) $ (72,157)
Accrued liablities (350) -
------------- --------------
Net cash used in operating activities (71,150) (72,157)
------------- --------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock 100 2,100
Redemption of common stock (1,960) (1,960)
Proceeds from stockholders' additional
paid-in capital (71,150) 72,157
------------- --------------
Net cash provided by financing
activities 62,290 72,297
------------- --------------
Net increase in cash (1,860) 140
Cash, beginning of period 2,000 -
------------- --------------
Cash, end of period $ 140 $ 140
============= ==============
The accompanying notes are an integral part of these condensed financial statements
3
______________________________________________________________________
LIVE BRANDS, INC.
(FORMERLY HARROGATE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED 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 and filing this
registration statement. 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
ornegotiating 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.
On May 7, 213, the shareholders of the Corporation and the Board of
Directors unanimously approved the change of the Company's name to
Live Brands, Inc. and filed such change with the State of Delaware.
On May 7, 2013, James Cassidy and James McKillop resigned as the
Company's president and vice-president and Christopher J. Henry and
Shannon Reagan were named as the directors of the Company.
BASIS OF PRESENTATION
The accompanying unaudited condensed 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 condensed 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.
4
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LIVE BRANDS, INC.
(FORMERLY HARROGATE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
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 June 30, 2013.
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 June 30, 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.
5
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LIVE BRANDS, INC.
(FORMERLY HARROGATE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
NOTE 2 - GOING CONCERN
The Company has sustained operating losses since inception. It has an
accumulated deficit of $72,157 as of June 30, 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.
These condensed 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
complete a business combination with a target company.
There is no assurance that the Company will ever be profitable. The
condensed 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
Not Adopted
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 June 30, 2013,
1,400,000 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.
6
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LIVE BRANDS, INC.
(FORMERLY HARROGATE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
On May 7, 2013, the Company redeemed a total of 19,600,000 of the
then 20,000,000 shares of outstanding stock at redemption price of
$0.0001 per share for a total of $1,960.
On May 8, 2013, Live Brands, Inc. issued 1,000,000 shares of its
common stock pursuant at par of the total outstanding 1,400,000
shares of common stock.
As of June 30, 2013, the stockholders made a capital contribution in
the amount of totally $72,157 to pay for operating expenses incurred
by the Company.
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.
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.
With the redemption of 19,600,000 shares of stock and the
issuance of the 1,000,000 shares of stock, on May 8, 2013 the Company
effected a change in its control and the new majority shareholder(s) elected
new management of the Company. A Form 8-K was filed noticing the change
in control and the resignation of the then officers and directors and
election of new directors and officers.
The Company anticipates that it will effect a business combination
with Live Brands, Incorporated, a private natural supplement company.
Live Brands, the private company, provides great-tasting, high-quality
nutritional supplements to meet the lifestyle and life stage needs of
women. The core product of Live Brands (the private company) is Live Cool
supplements targeted to women over 35 with a focus on issues concerning
menopause, stress and aging. Live Brands uses natural ingredients and
focuses its product development on utilizing natural ingredients with
substantiated health benefits, quick market accessibility, and high market
receptivity and sustainable growth.
The Company changed its name in anticipation that such business
combination will be effected. No such business combination has been
effected nor has any agreement or contract been entered into for such
business combination. When such business combination is effected,
the Company will file a Form 8-K.
The Company was originally 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.
If the Company does not effect a business combination with its
current anticipated target, 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.
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.
As of June 30, 2013, the Company has not generated revenues and has
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 it.
Tiber Creek Corporation, a corporate solely owned by the former
president of the Company, a former majority shareholder of the
Company and a current owner of shares of the Company, paid,
without expectation of repayment at any time, all expenses incurred
by the Company until the change in control. Subsequent to the change in
control, new management will pay all the expenses of the Company without
expectation of repayment by the Company.
The Company has sustained operating losses since inception. It has an
accumulated deficit of $72,157 as of June 30, 2013. The Company's auditors
have issued a note regarding the continuation of the Company as a going
concern. Continuation of the Company 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.
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 president (who is also the principal
financial officer).
Since the change in control the controls and procedures have
not been changed, and based upon that evaluation, the Company's new
principal executive officer 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
With the change in control, there was a 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. The Company does not believe that the change in management
resulting from the change in control has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting as the new president who is also the new chief
financial officer is experienced and knowledgeable in the parameters of
the internal controls required for accurate and timely financial reporting
and filing.
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
On My 7, 2013 the Company redeemed 9,800,000 shares of the outstanding
common stock from each of the above named shareholders at par for a total
redemption of 19,600,000 shares.
On May 8, 2013, the Company issued an aggregate of 1,000,000
shares of common stock at par to Christopher J. Henry and Shannon Reagan
pursuant to Section 4(2) of the Securities Act of 1933.
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 President and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the President 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/ Shannon Reagan
President, Chief Financial Officer
Dated: August 16, 2013