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, 2015
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 000-55306
MONTBRIAR, INC.
(Exact name of registrant as specified in its charter)
Delaware 47-2151496
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4417 Hudson Bend Road
Austin, Texas 78734
(Address of principal executive offices) (zip code)
888-789-5350
(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
May 15, 2015
Common Stock, par value $0.0001 3,500,000
Documents incorporated by reference: None
______________________________________________________________
CONDENSED FINANCIAL STATEMENTS
Unaudited Condensed Financial Statements 2-5
Notes to Unaudited Condensed Financial Statements 6-8
______________________________________________________________________
MONTBRIAR, INC.
CONDENSED BALANCE SHEETS
March 31, December 31,
2015 2014
----------- -----------
(unaudited) (audited)
ASSETS
Current assets
Prepaid Expense 1,560 -
------------ -----------
Total assets $ 1,560 $ -
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Total liabilities - -
------------ -----------
Stockholders' deficit
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; none
issued and outstanding as of March 31,
2015 - -
Common stock, $0.0001 par value, 100,000,000
shares authorized; 3,500,000 and 20,000,000
shares issued and outstanding as of March 31,
2015 and December 31, 2014, respectively 350 2,000
Discount on Common Stock (350) (2,000)
Additional paid-in capital 4,872 712
Accumulated deficit (3,312) (712)
------------ -----------
Total stockholders' deficit 1,560 -
------------ -----------
Total liabilities and stockholders'
deficit $ 1,560 $ -
============ ==========+
The accompanying notes are an integral part of these unaudited condensed
financial statements.
2
______________________________________________________________________
MONTBRIAR, INC.
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
For the three
months ended
March 31, 2015
--------------
Revenue $ -
General and Administative Expenses (2,600)
--------------
Operating loss (2,600)
Loss before income taxes (2,600)
--------------
Income tax expense -
--------------
Net loss $ (2,600)
==============
Loss per share - basic and diluted $ (0.00)
==============
Weighted average shares-basic and diluted 12,266,667
==============
The accompanying notes are an integral part of these unaudiated
condensed financial statements.
3
______________________________________________________________________
MONTBRIAR, INC.
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
Three months
ended
March 31, 2015
--------------
OPERATING ACTIVITIES
Net loss 1 $ (2,600)
-------------
Non-cash adjustments to reconcile net loss to
net cash
Expenses paid for by stockholder and
contributed as capital 4,160
-------------
Changes in Operating Assets and Liabilities
Prepaid Expenses (1,560)
Accrued liability -
-------------
Net cash used in operating activities -
-------------
Net increase in cash -
Cash, beginning of period -
-------------
Cash, end of period $ -
=============
The accompanying notes are an integral part of these unaudited
condensed financial statements.
5
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MONTBRIAR, INC.
Notes to Condensed Financial Statements (unaudited)
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Montbriar, Inc. ("Montbriar" or "the Company") was incorporated on
September 25, 2014 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 the Company. 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 the Company 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.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is
designed to assist in understanding the Company's unaudited condensed
financial statements. Such unaudited condensed financial statements
and accompanying notes are the representations of the Company's management,
who are responsible for their integrity and objectivity. These accounting
policies conform to accounting principles generally accepted in the
United States of America ("GAAP") in all material respects, and have
been consistently applied in preparing the accompanying unaudited
condensed financial statements.
USE OF ESTIMATES
The preparation of unaudited condensed 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 unaudited condensed financial
statements, and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
CASH
Cash and cash equivalents include cash on hand and on deposit at banking
institutions as well as all highly liquid short-term investments with
original maturities of 90 days or less. The Company did not have cash
equivalents as of March 31, 2015 and December 31, 2014, respectively.
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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, 2015.
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. As of March 31, 2015, there were no deferred taxes due to the
uncertainty of the realization of net operating loss or carry forward prior
to expiration.
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 reflect
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, 2015, 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. Additionally,
the Company adopted guidance for fair value measurement related to
nonfinancial items that are recognized and disclosed at fair value in the
unaudited condensed financial statements on a nonrecurring 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 carrying amounts of financial assets such as cash approximate their
fair values because of the short maturity of these instruments.
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NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date
and has sustained operating losses during the period ended March 31,
2015. As of March 31, 2015, the Company has an accumulated deficit
of $3,312. The Company's continuation as a going concern is dependent on
its ability to generate sufficient cash flows from operations to meet
its obligations and/or obtaining additional financing from its members
or other sources, as may be required.
The accompanying unaudited condensed financial statements have been
prepared assuming that the Company will continue as a going concern;
however, the above condition raises substantial doubt about the Company's
ability to do so.
The unaudited 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.
In order to maintain its current level of operations, the Company will
require additional working capital from either cash flow from operations
or from the sale of its equity. However, the Company currently has no
commitments from any third parties for the purchase of its equity. If
the Company is unable to acquire additional working capital, it will be
required to significantly reduce its current level of operations.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
In August, 2014, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial
Statements-Going Concern (Subtopic 205-40), which now requires management to
evaluate whether there are conditions or events, considered in the aggregate,
that raise substantial doubt about the entity's ability to continue as a going
concern within one year after the date the financial statements are issued. If
conditions or events raise substantial doubt about an entity's ability to
continue as a going concern, and substantial doubt is not alleviated after
consideration of management's plans, additional disclosures are required. The
amendments in this update are effective for the annual period ending after
December 15, 2016, and for annual periods and interim periods thereafter.
Early application is permitted. These requirements were previously included
within auditing standards and federal securities law, but are now included
within U.S. GAAP. We are currently assessing the impact of the adoption of
ASU No. 2014-15 on our financial statements and disclosures.
In June, 2014, the FASB issued ASU No. 2014-10, Development Stage Entities
(Topic 915) - Elimination of Certain Financial Reporting Requirements,
Including an Amendment to Variable Interest Entities Guidance in Topic 810,
Consolidation, which eliminates the concept of a development stage entity
(DSE) in its entirety from current accounting guidance. We have elected
early adoption of this standard, which eliminates the designation of DSEs
and the requirement to disclose results of operations and cash flows since
inception. We do not believe the adoption of ASU No. 2014-10 will have
significant impact on our financial statements and disclosures.
NOTE 4 STOCKHOLDERS' DEFICIT
On September 25, 2014, the Company issued 20,000,000 common shares to two
directors and officers at a discount of $2,000 of which 19,500,000 were
redeemed on February 18, 2015.
The Company issued 3,000,000 shares of common stock at par
to Jeremy Monte, its new sole officer and director.
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, 2015
3,500,000 shares of common stock and no preferred stock were issued
and outstanding.
NOTE 5 CHANGE IN CONTROL
On February 18, 2015, the Company filed a Form 8-K to report
the following events: the Company redeemed an aggregate of 19,500,000
of the then 20,000,000 shares of outstanding stock at a redemption price
of par.
James Cassidy and James McKillop, both directors of the Company
and the then president and vice president, respectively, resigned such
directorships and all offices of the Company. Messrs. Cassidy
and McKillop each beneficially retain 250,000 shares of the Company's
common stock.
Jeremy T.Monte was named as the sole director of the Company
and serves as its President, Secretary and Treasurer.
The Company issued 3,000,000 shares of its common stock at par
representing 85% of the then total outstanding 3,500,000 shares of
common stock.
The Company changed its name to Montbriar, Inc.
______________________________________________________________________
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Montbriar, Inc. (formerly Owl Valley Acquisition Corporation)
("Montbriar" or the "Company") was incorporated on September
25, 2014 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.
In addition to a change in control of its management and shareholders,
the Company's operations to date have been limited to issuing shares and
filing a registration statement on Form 10 pursuant to the Securities
Exchange Act of 1934. The Company was 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 February 18, 2015, the Company filed a Form 8-K to report
the following events: the Company redeemed an aggregate of 19,500,000
of the then 20,000,000 shares of outstanding stock at a redemption price
of par.
James Cassidy and James McKillop, both directors of the Company
and the then president and vice president, respectively, resigned such
directorships and all offices of the Company. Messrs. Cassidy
and McKillop each beneficially retain 250,000 shares of the Company's
common stock.
Jeremy T.Monte was named as the sole director of the Company
and serves as its President, Secretary and Treasurer.
The Company issued 3,000,000 shares of its common stock at par
representing 85% of the then total outstanding 3,500,000 shares of
common stock.
The Company changed its name to Montbriar, Inc.
On November 3, 2014, the Company registered its common stock on a
Form 10 registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof which became
automatically effective 60 days thereafter.
The Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.
The Company has no employees and only one director who also serves as
the Company's sole officer.
The Company has entered into an agreement with Tiber Creek
Corporation of which the former president of the Company is the president
and controlling shareholder. Tiber Creek Corporation assists companies to
become public reporting companies and for the preparation and filing of a
registration statement pursuant to the Securities Act of 1933, and the
introduction to brokers and market makers.
The Company anticipates that it will combine with a private Nevada
corporation with a similar name which is the parent company to several
subsidiaries with the primary focus to develop the best-in-class nutritional
programs and technology-driven solutions for the small business community.
Management of the private company has built its infrastructure to allow its
subsidiaries, while individually operated, to work simultaneously. The
private company is an Hispanic owned and operated company.
It is anticipated that such private company will bring with it to
such merger key operating business activities and a business plan. As of
the date of this Report, no agreements have been executed to effect such a
business combination and although the Company anticipates that it will effect
such a business combination there is no assurance that such combination will
be consummated.
If and when the Company chooses to enter into a business combination with
such private company or another, it will likely file a registration statement
after such business combination is effected.
No agreements have been executed and if the Company makes any
acquisitions,mergers or other business combination, it will file a
Form 8-K.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. The Company may 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 March 31, 2015, the Company had not generated revenues and
had no income or cash flows from operations since inception. At December
31, 2014, the Company had sustained a net loss of $2,600 and a deficit of
$3,312.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and 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 and/or to successfully locate and negotiate with a
business entity for a business combination that would provide a basis
of possible operations.
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
as folllows:
On September 25, 2014, the Company issued 20,000,000 common shares to two
directors and officers at a discount of $2,000. Of these issued shares,
all were redeemed on February 17, 2015, except 500,000 shares.
On February 18, 2015, the Company issued 3,000,000 shares of its common stock
at par representing 85% of the then total outstanding 3,500,000 shares of
common stock.
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.
MONTBRIAR, INC.
By: /s/ Jeremy T. Monte
President, Chief Financial Officer
Dated: May 20, 2015