China XD Plastics Co Ltd - Quarter Report: 2008 July (Form 10-Q)
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the
quarterly period ended June 30, 2007
[_]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the
transition period from ____________________ to
______________________
Commission
File No. 333-134073
NB
TELECOM, INC.
(Exact
name of small business issuer as specified in its charter)
04-3836208
|
||
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
employer identification number)
|
106 May
Drive
Saxonburg,
PA 16056
(Address
of principal executive offices) (Zip Code)
Issuer's
telephone number: (724) 352-7606
No
change
(Former
name, former address and former
fiscal
year, if changed since last report)
Copies
to:
Richard
W. Jones
Jones,
Haley & Mottern, P.C.
115
Perimeter Center Place, Suite 170
Atlanta,
Georgia 30346
(770)
804-0500
www.corplaw.net
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 shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ( ) No ( X )
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING
THE PRECEDING FIVE YEARS
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act subsequent
to the distribution of securities under a plan confirmed by a
court. Yes ( ) No ( )
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 49,632,222 shares of Common Stock,
$.0001 par value, were outstanding as of June 30, 2007.
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
1
NB
Telecom, Inc
INDEX TO
FORM 10-Q
June
30, 2007
PART
I FINANCIAL INFORMATION
ITEM
1.
|
Financial
Statements
|
|
Balance
Sheets
|
3
|
|
At
December 31, 2006 and June 30, 2007
|
||
Statements
of Operations
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4-5
|
|
For
the Three and Six Months Ended June 30, 2007
|
||
Statements
of Cash Flows
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6
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|
For
the Six Months Ended September 30, 2007 2006
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||
Notes
to Financial Statements
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7-15
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|
ITEM
2.
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Management’s
Discussion and Analysis of Financial
|
16
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Condition
and Results of Operation
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||
ITEM
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
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19
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ITEM
4.
|
Controls
and Procedures
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19
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PART
II
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OTHER
INFORMATION
|
|
ITEM
1.
|
Legal
Proceedings
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20
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ITEM
1A.
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Risk
Factors
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20
|
ITEM
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
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23
|
ITEM
3.
|
Defaults
Upon Senior Securities
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23
|
ITEM
4.
|
Submission
of Matters to a Vote of Security Holders
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23
|
ITEM
5.
|
Other
Information
|
23
|
ITEM
6.
|
Exhibits
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23
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Signatures
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24
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2
NB
TELECOM, INC.
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||||||||
BALANCE
SHEETS
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||||||||
(Unaudited)
|
(Restated)
|
|||||||
June
30,
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December
31,
|
|||||||
2007
|
2006
|
|||||||
CURRENT
ASSETS
|
||||||||
Cash
|
$ | - | $ | - | ||||
Commissions
and Sales Receivable, Net
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9,246 | 1,223 | ||||||
Inventory
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324 | - | ||||||
Prepaid
Expenses and Other Current Assets
|
165 | 300 | ||||||
TOTAL
CURRENT ASSETS
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9,735 | 1,523 | ||||||
FIXED
ASSETS
|
||||||||
Telephone
and Office Equipment
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202,652 | 213,244 | ||||||
Vehicle
|
11,634 | 11,634 | ||||||
214,286 | 224,878 | |||||||
Less:
Accumulated Depreciation
|
(214,286 | ) | (215,535 | ) | ||||
Net
Fixed Assets
|
- | 9,343 | ||||||
TOTAL
ASSETS
|
$ | 9,735 | $ | 10,866 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
Liabilities
|
||||||||
Accounts
Payable
|
$ | 174,293 | $ | 136,342 | ||||
Accrued
Expenses
|
2,820 | 255 | ||||||
Bank
Overdraft
|
642 | 1,352 | ||||||
Related
Party Payable
|
156,204 | 144,203 | ||||||
Notes
Payable Related Party
|
28,483 | 21,724 | ||||||
TOTAL
CURRENT LIABILITIES
|
362,442 | 303,876 | ||||||
TOTAL
LONG-TERM LIABILITIES
|
- | - | ||||||
TOTAL
LIABILITIES
|
362,442 | 303,876 | ||||||
STOCKHOLDERS'
EQUITY
|
||||||||
Preferred
Stock, .0001 par value 10,000,000 shares authorized,
|
- | - | ||||||
0
shares issued at June 30, 2007 and December 31, 2006
|
||||||||
Common
Stock, .0001 par value 100,000,000 shares authorized,
|
||||||||
49,632,222
shares issued and outstanding at June 30, 2007
|
||||||||
and
December 31, 2006
|
4,963 | 4,963 | ||||||
Additional
Paid in Capital
|
351,431 | 351,431 | ||||||
Retained
Earnings
|
(709,101 | ) | (649,404 | ) | ||||
TOTAL
STOCKHOLDERS' EQUITY
|
(352,707 | ) | (293,010 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 9,735 | $ | 10,866 | ||||
The
accompanying notes are an integral part of these financial
statements.
|
3
NB
TELECOM, INC.
|
||||||||||||||||
STATEMENT
OF OPERATIONS
|
||||||||||||||||
(Unaudited)
|
(Unaudited)
|
|||||||||||||||
For
the Three
|
For
the Six
|
|||||||||||||||
Months
Ended
|
Months
Ended
|
|||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
SALES
|
||||||||||||||||
Commissions
|
$ | 267 | $ | 1,886 | $ | 6,070 | $ | 2,984 | ||||||||
Coin
Collections
|
2,100 | 1,683 | 4,129 | 4,992 | ||||||||||||
Dial
Around
|
6,743 | (377 | ) | 6,743 | 6,241 | |||||||||||
Equipment
Sales
|
- | - | 199 | - | ||||||||||||
Service
and Repair Sales
|
9,125 | 9,032 | 18,180 | 18,090 | ||||||||||||
Total
Sales
|
18,235 | 12,224 | 35,321 | 32,307 | ||||||||||||
COST
OF SALES
|
||||||||||||||||
Telecommunications
Costs
|
15,214 | 22,656 | 30,780 | 34,775 | ||||||||||||
Repairs
and Service Supplies
|
- | 551 | - | 551 | ||||||||||||
Depreciation
|
2,522 | 7,590 | 9,342 | 15,179 | ||||||||||||
Total
Cost of Sales
|
17,736 | 30,797 | 40,122 | 50,505 | ||||||||||||
Gross
Profit
|
$ | 499 | $ | (18,573 | ) | $ | (4,801 | ) | $ | (18,198 | ) | |||||
The
accompanying notes are an integral part of these financial
statements.
|
4
NB
TELECOM, INC.
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||||||||||||||||
STATEMENT
OF OPERATIONS
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||||||||||||||||
(Continued)
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||||||||||||||||
(Unaudited)
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(Unaudited)
|
|||||||||||||||
For
the Three
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For
the Six
|
|||||||||||||||
Months
Ended
|
Months
Ended
|
|||||||||||||||
June
30,
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June
30,
|
|||||||||||||||
2007
|
2006
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2007
|
2006
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|||||||||||||
OPERATING
EXPENSES
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||||||||||||||||
Insurance
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$ | - | $ | 2,905 | $ | - | $ | 2,905 | ||||||||
Payroll
Wages and Taxes
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7,157 | 5,526 | 15,154 | 5,526 | ||||||||||||
Vehicle
Expenses
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1,045 | 2,414 | 2,063 | 2,991 | ||||||||||||
Rent
|
500 | 140 | 593 | 230 | ||||||||||||
Professional
Fees
|
10,635 | 17,738 | 27,835 | 18,393 | ||||||||||||
Office
Expense
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1,177 | 1,100 | 2,637 | 2,520 | ||||||||||||
Total
Operating Expenses
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20,514 | 29,823 | 48,282 | 32,565 | ||||||||||||
Total
Operating Income (Loss)
|
(20,015 | ) | (48,396 | ) | (53,083 | ) | (50,763 | ) | ||||||||
OTHER
INCOME (EXPENSE)
|
||||||||||||||||
Gain
(Loss) on Sale of Equipment
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6,160 | - | 6,160 | - | ||||||||||||
Interest
Expense
|
(4,087 | ) | (505 | ) | (12,127 | ) | (845 | ) | ||||||||
Total
Other Income (Expense)
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2,073 | (505 | ) | (5,967 | ) | (845 | ) | |||||||||
Net
Loss Before Taxes
|
(17,942 | ) | (48,901 | ) | (59,050 | ) | (51,608 | ) | ||||||||
Federal
Tax
|
(647 | ) | - | (647 | ) | - | ||||||||||
NET
LOSS
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$ | (18,589 | ) | $ | (48,901 | ) | $ | (59,697 | ) | $ | (51,608 | ) | ||||
Weighted
Common Shares Outstanding
|
49,632,222 | 49,632,222 | 49,632,222 | 49,632,222 | ||||||||||||
Net
Loss per Common Share
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
The
accompanying notes are an integral part of these financial
statements.
|
5
NB
TELECOM, INC.
|
||||||||
STATEMENT
OF CASH FLOWS
|
||||||||
(Unaudited)
|
||||||||
For
the Six
|
||||||||
Months
Ended
|
||||||||
June
30,
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||||||||
2007
|
2006
|
|||||||
Cash
Flows From Operating Activities:
|
||||||||
Net
Loss
|
$ | (59,697 | ) | $ | (51,608 | ) | ||
Adjustments
to reconcile net (loss) to net
|
||||||||
cash
provided (used) by operating activities:
|
||||||||
Depreciation
Expense
|
9,342 | 15,179 | ||||||
(Gain)
Loss on Sale of Equipment
|
(6,160 | ) | - | |||||
(Increase)
Decrease in Commission Receivables
|
(8,023 | ) | 7,131 | |||||
(Increase)
Decrease in Inventory
|
(324 | ) | - | |||||
(Increase)
Decrease in Prepaid and Other Current Assets
|
275 | - | ||||||
Increase
(Decrease) in Accounts Payable
|
37,951 | 14,472 | ||||||
Increase
(Decrease) in Accrued Expenses
|
2,565 | - | ||||||
Increase
(Decrease) in Related Party Payable
|
12,002 | 1,795 | ||||||
Net
cash used in operating activities
|
(12,069 | ) | (13,031 | ) | ||||
Cash
Flows From Investing Activities:
|
||||||||
Proceeds
from Sale of Equipment
|
6,160 | - | ||||||
Net
cash provided by investing activities
|
6,160 | - | ||||||
Cash
Flows From Financing Activities:
|
||||||||
Proceeds
from Bank Overdraft
|
(850 | ) | 261 | |||||
Proceeds
from Related Party Notes
|
6,759 | 10,737 | ||||||
Payments
on Notes Payable
|
- | - | ||||||
Net
cash provided by financing activities
|
5,909 | 10,998 | ||||||
Net
Increase (Decrease) in cash
|
- | (2,033 | ) | |||||
Cash
- Beginning of Period
|
- | 2,033 | ||||||
Cash
- End of Period
|
$ | - | $ | - | ||||
Supplemental
Disclosures of Cash Flow Information:
|
||||||||
Cash
Paid During The Period For:
|
||||||||
Interest
|
$ | (11,226 | ) | $ | (845 | ) | ||
Income
Taxes
|
$ | - | $ | - | ||||
The
accompanying notes are an integral part of these financial
statements.
|
6
NB TELECOM,
INC.
NOTES TO THE FINANCIAL
STATEMENTS
Note
1 Nature of Business and Summary of Significant Accounting
Policies
Restatement
of previously issued financial statements of the year ended December 31,
2005
We have
restated our balance sheet at December 31, 2005 and statements of income,
stockholders’ equity and cash flows for the year ended December 31,
2005. The restatement impacts the year ended December 31, 2005, but
has no effect on the financial statements issued in prior fiscal
years. The statement of income previously reported a net loss of
($68,491) for 2005. The net loss should have been ($89,500) for
2005. The restatement corrects an error within the salary paid to the
president and the appropriate allocation of common expenses to the company,
which was not recorded appropriately in the original statements of
income. In addition, the 2005 restatement also affected the 2006
numbers in that retained earnings and related party payables have changed due to
the roll forward of previous balances. The related party payable and retained
earnings previously reported a balance of $157,003 and $662,204 respectively for
2006. The balances should have been $144,204 and $649,405
respectively for 2006.
Organization
NB
Telecom, Inc. (the “Company”) was originally incorporated as NB Payphones Ltd.
under the laws of the state of Pennsylvania on November 16, 1999. On December
27, 2005 the Company migrated its state of organization to the state of Nevada
and effective March 23, 2006, the Company’s name changed to NB Telecom,
Inc.
Nature
of Business
NB
Telecom, Inc. is currently a provider of both privately owned and company owned
payphones (COCOT’s) and stations in Pennsylvania. The Company receives revenues
from the collection of the payphone coinage, a portion of usage of service from
each payphone and a percentage of long distance calls placed from each payphone
from the telecommunications service providers. In addition, the Company also
receives revenues from the service and repair of privately owned payphones,
sales of payphone units and the sales of prepaid phone cards.
Nature
of Operations and Going Concern
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which
contemplates the Company as a going concern. However, the Company has
a retained deficit of approximately $709,000. The company has a
current ratio of .027 for the period ended June 30, 2007, and has a deficit in
stockholders’ equity. The Company’s ability to continue as a
going concern is dependent upon obtaining the additional capital as well as
additional revenue to be successful in its planned activity. The
Company is actively pursuing alternative financing and has had discussions with
various third parties, although no firm commitments have been
obtained. In the interim, shareholders of the Company have committed
to meeting its minimal operating expenses. Management believes that
actions presently being taken to revise the Company’s operating and financial
requirements provide them with the opportunity to continue as a going
concern.
7
NB TELECOM,
INC.
NOTES TO THE FINANCIAL
STATEMENTS
Note
1 Nature of Business and Summary of Significant Accounting Policies
(Continued)
Nature
of Operations and Going Concern (Continued)
These
financial statements do not reflect adjustments that would be necessary if the
Company were unable to continue as a “going concern”. While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the “going
concern” assumption used in preparing these financial statements, there can be
no assurance that these actions will be successful.
If the
Company were unable to continue as a “going concern”, then substantial
adjustments would be necessary to the carrying values of assets, the reported
amounts of its liabilities, the reported revenues and expenses, and the balance
sheet classifications used.
Interim
Reporting
The
unaudited financial statements as of June 30, 2007 and 2006 and for the three
and six months then ended, reflect in the opinion of management, all adjustments
(which include only nominal recurring adjustments) necessary to fairly state the
financial position and results of operations for the three and six months ended.
Operating results for interim periods are not necessarily indicative of the
results which can be expected for full years.
Summary
of Significant Accounting Policies
This
summary of accounting policies for NB Telecom, Inc. is presented to assist in
understanding the Company's financial statements. The accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements
Management
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principals requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Concentrations
of Credit Risk
The
Company’s payphones are located primarily in Pennsylvania and usage of those
phones may be affected by economic conditions in those areas. The
company has experienced about a 30% drop in revenue, due to increased
competition from other payphone providers and increase usage of wireless
communications.
The
Company maintains cash balances with a financial institution insured by the
Federal Deposit Insurance Corporation up to $100,000. There are no uninsured
balances at June 30, 2007 and December 31, 2006.
8
NB TELECOM,
INC.
NOTES TO THE FINANCIAL
STATEMENTS
Note
1 Nature of Business and Summary of Significant Accounting Policies
(Continued)
Cash
and Cash Equivalents
The
Company considers all highly liquid instruments with a maturity of three months
or less when purchased to be cash equivalents for purposes of classification in
the balance sheets and statement of cash flows. Cash and Cash equivalents
consists of cash in bank (checking) accounts.
Allowance
for Doubtful Accounts
The
Company considers accounts receivable to be fully collectible; accordingly, no
allowance for doubtful accounts is required. If amounts become uncollectible,
they will be charged to operations when the determination is made.
Fixed
Assets and Depreciation
Fixed
assets are stated at cost. Depreciation is calculated on a straight-line basis
over the useful lives of the related assets, which range from five to seven
years.
Financial
Instruments
The
Company’s financial assets and liabilities consist of accounts receivable,
inventory, and accounts payable. Except as otherwise noted, it is management’s
opinion that the Company is not exposed to significant interest or credit risks
arising from these financial instruments. The fair values of these financial
instruments approximate their carrying values due to the sort-term maturities of
these instruments.
Income
Taxes
Income
taxes are accounted for in accordance with Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes”. Under SFAS No. 109, deferred
income taxes are recognized using the asset and liability method by applying tax
rates to cumulative temporary differences based on when and how they are
expected to affect the tax return. Deferred tax assets and liabilities are
adjusted for income tax rate changes.
Reclassification
Certain
reclassifications have been made in the 2006 financials statements to conform to
the June 30, 2007 presentation.
Net
(Loss) per Common Share
Net loss
per common share has been calculated by taking the net loss for the current
period and dividing by the weighted average shares outstanding at the end of the
period. There were no common equivalent shares outstanding at June 30, 2007 and
2006.
9
NB TELECOM,
INC.
NOTES TO THE FINANCIAL
STATEMENTS
Note
1 Nature of Business and Summary of Significant Accounting Policies
(Continued)
Revenue
Recognition
The
Company derives its primary revenue from the sources described below, which
includes dial around revenues, coin collections, and telephone equipment repairs
and sales. Other revenues generated by the company include, phone card sales,
and commissions.
Dial
around revenues are generated from calls to gain access to a different long
distance carrier than is already programmed into the phone. Revenues from dial
around calls are recorded based upon estimates until the coin collection
revenues are generated when callers deposit coins into the phones to make calls.
Coin revenues are recorded in an amount equal to the coins
collected. Revenues on commissions, phone card sales, and telephone
equipment repairs and sales are realized when the services are
provided.
Stock-Based
Compensation
Effective
January 1, 2006, the company adopted the provisions of SFAS No. 123 (R)
requiring employee equity awards to be accounted for under the fair value
method. Accordingly, share-based compensation is measured at grant date, based
on the fair value of the award. Prior to June 1, 2006, the company accounted for
awards granted to employees under its equity incentive plans under the intrinsic
value method prescribed by Accounting Principles Board (APB) Opinion No. 25,
“Accounting for Stock Issued to Employees” (APB 25), and related
interpretations, and provided the required pro forma disclosures prescribed by
SFAS No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123), as
amended. No stock options were granted to employees during the years ended
December 31, 2006, and 2005 and accordingly, no compensation expense was
recognized under APB No. 25 for the years ended December 31, 2007, and 2006. In
addition, no compensation expense is recognized under provisions of SFAS No. 123
(R) with respect to employees as no stock options where granted to
employees.
Under the
modified prospective method of adoption for SFAS No. 123 (R), the compensation
cost recognized by the company beginning on June 1, 2006 includes (a)
compensation cost for all equity incentive awards granted prior to, but not
vested as of June 1, 2006, based on the grant-dated fair value estimated in
accordance with the original provisions of SFAS No. 123, and (b) compensation
cost for all equity incentive awards granted subsequent to June 1, 2006, based
on the grant-date fair value estimated in accordance with the provisions of SFAS
No, 123 (R). The company uses the straight-line attribution method to recognize
share-based compensation costs over the service period of the award. Upon
exercise, cancellation, forfeiture, or expiration of stock options, or upon
vesting or forfeiture of restricted stock units, deferred tax assets for options
and restricted stock units with multiple vesting dates are eliminated for each
vesting period on a first-in, first-out basis as if each vesting period was a
separate award. To calculate the excess tax benefits available for use in
offsetting future tax shortfalls as of the dated of implementation, the company
followed the alternative transition method discussed in FASB Staff Position No.
123 (R)-3. During the periods ended June 30, 2007 and 2006, no stock
options were granted to non-employees.
10
NB TELECOM,
INC.
NOTES TO THE FINANCIAL
STATEMENTS
Note
1 Nature of Business and Summary of Significant Accounting Policies
(Continued)
Stock-Based
Compensation (Continued)
Accordingly,
no stock-based compensation expense was recognized for new stock option grants
in the Statement of Operations and Comprehensive Loss at June 30, 2007 and
2006.
Recent
Accounting Standards
In
February 2007, the FASB issued SFAS no, 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159
provides companies with an option to report selected financials assets and
liabilities at fair value. The objective of SFAS 159 is to reduce
both complexity in accounting for financial instruments and the volatility in
earnings caused by measuring related assets and liabilities
differently. Generally accepted accounting principles have required
different measurement attributes for different assets and liabilities that can
create artificial volatility in earnings. The FASB has indicated it
believes that SFAS 159 helps to mitigate this type of accounting-induced
volatility by enabling companies to report related assets and liabilities at
fair value, which would likely reduce the need for companies to comply with
detailed rules for hedge accounting. SFAS 159 also establishes
presentation and disclosure requirements designed to facilitate comparisons
between companies that choose different measurement attributes for similar types
of assets and liabilities. SFAS 159 does not eliminate disclosure
requirements included in other accounting standards, including requirements for
disclosures about fair value measurements included in SFAS 157 and SFA No. 107,
“Disclosures about Fair Value of Financial Instruments.”SFAS 159 is effective
for the Company as of the beginning of fiscal year 2008. The adoption
of this pronouncement is not expected to have an impact on the Company’s
financial position, results of operations or cash flows.
In
December 2007, the FASB issued No. 160, “Noncontrolling Interests in Financial
Statements, an amendment of ARB No. 51" (“SFAS 160"). SFAS 160 amends
ARB 51 to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. This
Statement is effective for fiscal years beginning on or after December 15,
2008. Early adoption is not permitted. Management is currently
evaluating the effects of this statement, but it is not expected to have any
impact on the Company’s financial statements.
In
December 2007, the FASB issued No. 141(R), “Business Combinations”
(“SFAS 141(R)”. SFAS 141(R) provides companies with principles and
requirements on how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, liabilities assumed, and any
noncontrolling interest in the acquiree as well as the recognition and
measurement of goodwill acquired in a business combination. SFAS 141(R) also
requires certain disclosures to enable users of the financial statements to
evaluate the nature and financial effects of the business combination.
Acquisition costs associated with the business combination will generally be
expensed as incurred. SFAS 141(R) is effective for business combinations
occurring
11
NB TELECOM,
INC.
NOTES TO THE FINANCIAL
STATEMENTS
Note
1 Nature of Business and Summary of Significant Accounting Policies
(Continued)
Recent
Accounting Standards (Continued)
in
fiscal years beginning after December 15, 2008, which will require the Company
to adopt these provisions for business combinations occurring in fiscal 2009 and
thereafter. Early adoption of SFAS 141(R) is not
permitted. Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.
In March 2008, the FASB issued No. 161,
“Disclosures about Derivative Instruments and Hedging Activities, an amendment
of FASB Statement No. 133. (“SFAS 161"). SFAS 161 requires
enhanced disclosures about an entity's derivative and hedging activities and
thereby improves the transparency of financial reporting. This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. Management is
currently evaluating the effects of this statement, but it is not expected to
have any impact on the Company’s financial statements.
Note
2 Inventory
Inventory
is valued at the lower of cost, determined on the first-in, first-out basis
(FIFO), or market value. Inventory consists of the following:
June
|
December
|
|||||||
30, 2007 | 31, 2006 | |||||||
Parts
and Accessories
|
$ | 324 | $ | - |
Note
3 Uncertain Tax Provisions
Effective
January 1, 2007, the Company adopted the provisions of FASB Interpretation No.
48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a
measurement attribute for the financial statement recognition and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities. The adoption of the provisions of FIN 48
did not have a material impact on the company’s financial position and results
of operations. At January 1, 2007, the company had no liability for unrecognized
tax benefits and no accrual for the payment of related
interest.
12
NB TELECOM,
INC.
NOTES TO THE FINANCIAL
STATEMENTS
Note
3 Uncertain Tax Provisions (Continued)
Interest
costs related to unrecognized tax benefits are classified as “Interest expense,
net” in the accompanying statements of operations. Penalties, if any, would be
recognized as a component of “Selling, general and administrative expenses”. The
Company recognized $0 of interest expense related to unrecognized tax benefits
during 2007. In many cases the company’s uncertain tax positions are
related to tax years that remain subject to examination by relevant tax
authorities.
With few
exceptions, the company is generally no longer subject to U.S. federal, state,
local or non-U.S. income tax examinations by tax authorities for years before
2004. The following describes the open tax years, by major tax jurisdiction, as
of January 1, 2007:
United
States (a)
|
2004–
Present
|
(a) Includes federal as well as state
or similar local jurisdictions, as applicable.
Note
4 Commissions and Sales Receivable
Commissions
and Sales Receivable consists of the following:
June
30,
2007
|
December
31, 2006
|
|||||||
Commissions
Receivable
|
$ | 1,700 | $ | - | ||||
Sales
Receivable
|
7,546 | 1,223 | ||||||
$ | 9,246 | $ | 1,233 |
Note
5 Related Party Note
The
Company has a note payable to Craig Burton, Secretary of the
Company. This note is payable on demand and carries and interest of
10%. The outstanding principal on the note was $5,000 as of June 30,
2007 and December 31, 2006. The accrued interest was $855 and $570 as
of June 30, 2007 and December 31, 2006, respectively.
The
Company has a note payable with a relative of Joseph Passalaqua, shareholder of
the Company. This note is payable on demand and carries and of 10%.
The outstanding principal on the note was $5,000 as of June 30, 2007 and
December 31, 2006. The accrued interest was $855 and $570 as of June
30, 2007 and December 31, 2006, respectively.
The
Company has a notes payable with Joseph Passalaqua, shareholder of the
Company. These notes carry a principal balance of $15,000 and $10,000
as of June 30, 2007 and December 31, 2006 and are due on demand carrying
interest ranging from 10% to 15%. The accrued interest was $1,773 and
$584 as of June 30, 2007 and December 31, 2006, respectively.
13
NB TELECOM,
INC.
NOTES TO THE FINANCIAL
STATEMENTS
|
Note
6 Related Party Payable
|
As of
June 30, 2007 and December 31, 2006 the Company had payables due to USIP.Com,
Inc., the Company’s parent company in the amount of $143,588 and $143,588,
respectively.
As of
June 30, 2007 and December 31, 2006 the Company had a payable due to Datone,
Inc., a subsidiary of the Company's parent company in the amount of $12,616 and
$615.
|
Note
7 Commitments
|
As of
June 30, 2007 and December 31, 2006, all activities of the Company have been
conducted by corporate officers from either Companies Parents business
offices. Currently, there are no outstanding debts owed by the
company for the use of these facilities and there are no commitments for future
use of the facilities.
|
Note
8 Major Dial Around Compensation Providers
(Commissions)
|
The
Company received approximately 95% of total dial around and zero-plus
compensation (commissions) from two providers. The loss of these
providers would adversely impact the business of the Company.
|
Note
9 Income Taxes
|
As of
December 31, 2006, the Company had a net operating loss carry forward for income
tax reporting purposes of approximately $330,000 that may be offset against
future taxable income through 2025. Current tax laws limit the amount
of loss available to be offset against future taxable income when a substantial
change in ownership occurs. Therefore, the amount available to offset
future taxable income may be limited. No tax benefit has been
reported in the financial statements, because the Company believes there is a
50% or greater chance the carry-forwards will expire
unused. Accordingly, the potential tax benefits of the loss
carry-forwards are offset by a valuation allowance of the same
amount.
2006
|
2005
|
|||||||
Net
Operating Losses & Other
|
112,200 | 49,692 | ||||||
Valuation
Allowance
|
(112,200 | ) | (49,692 | ) | ||||
- | - |
The
provision for income taxes differs from the amount computed using the federal US
statutory income tax rate as follows:
2006
|
2005
|
|||||||
Provision
(Benefit) at US Statutory Rate
|
(62,262 | ) | (30,426 | ) | ||||
Other
Differences
|
(246 | ) | 7,139 | |||||
Increase
(Decrease) in Valuation Allowance
|
62,508 | 23,287 | ||||||
- | - |
14
NB TELECOM,
INC.
NOTES TO THE FINANCIAL
STATEMENTS
|
Note
9 Income Taxes
(Continued)
|
The
Company evaluates its valuation allowance requirements based on projected future
operations. When circumstances change and causes a change in management's
judgment about the recoverability of deferred tax assets, the impact of the
change on the valuation is reflected in current income.
Note
10 Merger and Spinoff
On
December 27, 2005 the Company signed an Agreement and Plan of Merger
("Agreement") with NB Telecom, Inc., ("Telecom") a newly formed Nevada
corporation. Under the terms of the proposed Merger the Company shall
be merged into Telecom, with Telecom continuing as the surviving
corporation. The Merger became effective as of March 23,
2006. The SEC granted effectiveness of NB Telecom August 24,
2007.
The
financial statements present only the accounts of NB Telecom, Inc. which was a
wholly owned subsidiary of USIP.COM, Inc. until the spin off effective date of
August 24. The spin-off is accounted for as a recapitalization of the Company,
accordingly the financial statements are restated to reflect the 49,632,222
shares outstanding after the spin-off in all periods presented
Note
11 Common Stock Transactions
The spin
off from USIP was effective August 24, 2007 which resulted in 49,632,222 shares
being issued at $.0001 per share. This change has been accounted for
retro actively.
15
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND
RESULTS OF OPERATION
Forward
Looking Statements
Some of
the information in this section contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "may," "will," "expect," "anticipate," "believe,"
"estimate" and "continue," or similar words. You should read statements that
contain these words carefully because they:
|
discuss
our future expectations;
|
|
contain
projections of our future results of operations or of our financial
condition; and
|
|
state
other "forward-looking"
information.
|
We
believe it is important to communicate our expectations. However, there may be
events in the future that we are not able to accurately predict or over which we
have no control. Our actual results and the timing of certain events could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including those set forth under "Risk Factors,"
"Business" and elsewhere in this prospectus. See "Risk Factors."
Organization
and Basis of Presentation
NB
Telecom, Inc. is currently a provider of both privately owned and company owned
payphones (COCOT’s) and stations in New York. The Company receives revenues from
the collection of the payphone coinage, a portion of usage of service from each
payphone and a percentage of long distance calls placed from each payphone from
the telecommunications service providers. In addition, the Company also receives
revenues from the service and repair of privately owned payphones, sales of
payphone units and the sales of prepaid phone cards.
Critical
Accounting Policies
The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States of America
requires management to make judgments, assumptions and estimates that affect the
amounts reported in our consolidated financial statements and accompanying
notes. We base our estimates and judgments on historical experience and on
various other assumptions that we believe are reasonable under the
circumstances. However, future events are subject to change, and the best
estimates and judgments routinely require adjustment. The amounts of assets and
liabilities reported in our consolidated balance sheet, and the amounts of
revenues and expenses reported for each of our fiscal periods, are affected by
estimates and assumptions which are used for, but not limited to, the accounting
for allowance for doubtful accounts, goodwill and intangible asset impairments,
restructurings, inventory and income taxes. Actual results could differ from
these estimates. The following critical accounting policies are significantly
affected by judgments, assumptions and estimates used in the preparation of our
consolidated financial statements.
Revenue
Recognition Policies
The
Company derives its primary revenue from the sources described below, which
includes dial around revenues, coin collections, and telephone equipment repairs
and sales. Other revenues generated by the company include, phone card sales,
and commissions.
Dial
around revenues are generated from calls to gain access to a different long
distance carrier than is already programmed into the phone. Revenues from dial
around calls are recorded based upon estimates until the coin collection
revenues are generated when callers deposit coins into the phones to make calls.
Coin revenues are recorded in an amount equal to the coins
collected. Revenues on commissions, phone card sales, and telephone
equipment repairs and sales are realized when the services are
provided.
16
THREE
MONTHS ENDED JUNE 30, 2007 COMPARED TO THREE MONTHS ENDED JUNE 30,
2006
REVENUES
Our total
revenue increased by $6,011 or approximately 49.2%, from $12,224 in the three
months ended June 30, 2006 to $18,235 in the three months ended June 30,
2007. This increase was primarily attributable to the increase of
dial around revenue.
Our
commissions decreased by $1,619 or approximately 85.8%, from $1,886 in the three
months ended June 30, 2006 to $267 in the three months ended June 30,
2007. This decrease was primarily due to a decrease in
long distance phone calls derived from advertisements on our network of
payphones.
Our coin
call revenues increased by $417 or approximately 24.8%, from $1,683 in the three
months ended June 30, 2006 to $2,100 in the three months ended June 30,
2007. The increase in coin call revenue was primarily attributable to
increase in activity.
Our
non-coin call revenue, which is comprised primarily of dial-around revenue
increased $7,120 approximately 1,888.6% from $(377) in the three months ended
June 30, 2006 to $6,743 in the three months ended June 30,
2007. This increase was primarily attributable to properly
recording the accrual of revenues.
Service
& Repair Sales increased by $93 when compared to the same period in
2006.
COSTS
OF SALES
Our
overall cost of sales decreased in the three months ending June 30, 2007 by
$13,061 or approximately 42.4% when compared to the three months ending June 30,
2006. This decrease in our overall cost is primarily due to 25% less
payphones. Our telecommunication costs decreased by $7,442, due
to the cost of providing telephone service to 25% less phones. This number
reflects an overall reduction of payphones due to our ongoing strategy of
identifying and removing unprofitable payphones. Once a low revenue
payphone is identified, we offer the site owner an opportunity to purchase the
equipment. If the site owner does not purchase the payphone, we
remove it from the site.
Depreciation
expense decreased by $5,068 when compared to the same period in 2006. This
decrease is due to certain assets being fully depreciated and our on going
strategy of identifying unprofitable payphones, and selling them to the site
owners. Once a payphone is sold to the site owner it is removed from
our assets and depreciation schedules. We own telephone equipment and
motor vehicles, which provide a service for a number of years. The
term of service is commonly referred to as the “useful life” of the
asset. Because an asset such as telephone equipment or motor vehicle
is expected to provide service for many years, it is recorded as an asset,
rather than an expense, in the year acquired. A portion of the
cost of the long-lived asset is reported as an expense during the cost of an
asset to expense over its life in a rational and systematic manner.
Our cost
of sales for repairs, service, travel and supplies decreased by $551 a direct
result of the management team’s ongoing efforts to reduce cost.
OPERATION
AND ADMINISTRATIVE EXPENSES
Operating
expenses decreased by $9,309 or approximately 31.2% over the same period in
2006. Approximately 76.3% of this increase is related to fees we pay to
accountants and attorneys throughout the year for performing various
tasks. Salaries and related payroll taxes increased by $1,631
when compared to the same period in 2006. Our insurance expense
decreased by $2,905 when compared to the same fiscal period
2006. Rent increased by $360 when compared to
2006. Professional fees decreased by $7,103 over
2006. These are fees we pay to accountants and attorneys throughout
the year for performing various tasks. Our telephone, utilities,
office, and vehicle expenses, together account for a decrease of $1,292 when
compared to the same period ending June 30, 2006.
Interest
Expense
Interest
expense, net, increased for the three month period ended June 30, 2007 to $4,087
from $505 for the three month period ended June 30, 2006. This increase was due
to more interest-rate debt.
17
Net Loss from
Operations
We had
net loss of $18,589 for the three month period ended June 30, 2007 as compared
to a net loss of $48,901 for the three month period ended June 30, 2006. This
decrease was due to a decrease in cost of sales for the three month period ended
June 30, 2007.
SIX
MONTHS ENDED JUNE 30, 2007 COMPARED TO SIX MONTHS ENDED JUNE 30,
2006
REVENUES
Our total
revenue increased by $3,014 or approximately 9.3%, from $32,307 in the six
months ended June 30, 2006 to $35,321 in the six months ended June 30,
2007. This increase was primarily attributable to the increase of
commission revenue.
Our
commissions increased by $3,086 or approximately 103.5%, from $2,984 in the six
months ended June 30, 2006 to $6,070 in the six months ended June 30,
2007. This increase was primarily due to an increase in
long distance phone calls derived from advertisements on our network of
payphones.
Our coin
call revenues decreased by $863 or approximately 17.3%, from $4,992 for the six
months ended June 30, 2006 to $4,129 for the six months ended June 30,
2007. The decrease in coin call revenue was primarily attributable to
the reduced number of payphones we operated coupled with the increased
competition from wireless communication services. We reduced
our network of payphones approximately 25%.
Our
non-coin call revenue, which is comprised primarily of dial-around revenue
increased $502 approximately 8.1% from $6,241 in the six months ended June 30,
2006 to $6,743 in the six months ended June 30, 2007. This increase was
primarily attributable to an increased frequency of dial around
usage.
Service
& Repair Sales increased by $289 when compared to the same period in
2006.
COST
OF SALES
Our
overall cost of sales decreased in the six months ending June 30, 2007 by
$10,383 or approximately 20.6% when compared to the six months ending June 30,
2006. This decrease in our overall costs is primarily due to 25% less payphones.
Our telecommunication costs decreased by $3,995, due to the cost of providing
telephone service to 25% less phones. This number reflects an overall reduction
of payphones due to our ongoing strategy of identifying and removing
unprofitable payphones. Once a low revenue payphone is identified, we offer the
site owner an opportunity to purchase the equipment. If the site owner does not
purchase the payphone, we remove it from the site.
Depreciation
expense decreased by $5,837 when compared to the same period in 2006. This
decrease is due to certain assets being fully depreciated and our on going
strategy of identifying unprofitable payphones, and selling them to the site
owners. Once a payphone is sold to the site owner it is removed from our assets
and depreciation schedules. We own telephone equipment and motor vehicles, which
provide a service for a number of years. The term of service is commonly
referred to as the “useful life” of the asset. Because an asset such
as telephone equipment or motor vehicle is expected to provide service for many
years, it is recorded as an asset, rather than an expense, in the year acquired.
A portion of the cost of the long-lived asset is reported as an expense during
the period in order to allow us to expense the asset over its life in a rational
and systematic manner.
Our cost
of sales for repairs, service, travel and supplies decreased by $551, a direct
result of the management team’s ongoing efforts to reduce cost.
OPERATION
AND ADMINISTRATIVE EXPENSES
Operating
expenses increased by $15,717 or approximately 48.3% over the same period in
2006. Approximately 60.1% of this increase is related to fees we pay to
accountants and attorneys throughout the year for performing various tasks.
Salaries and related payroll taxes were increase by $9,628 when compared to the
same period in 2006. Our insurance expense decreased by $2,905 when compared to
the same fiscal period 2006. Rent increased by $363 when compared to 2006.
Professional fees increased by $9,442 over 2006. These are fees we pay to
accountants and attorneys throughout the year for performing various tasks. Our
telephone, utilities, office, and vehicle expenses, together account for a
decrease of $811 when compared to the same period ending June 30,
2006.
18
Interest
Expense
Interest
expense, increased for the period ended June 30, 2007 to $12,127 from $845 for
the period ended June 30, 2006. This increase was due to more interest-rate
debt.
Net Loss from
Operations
We had
net loss of $59,697 for the period ended June 30, 2007 as compared to a net loss
of $51,608 for the period ended June 30, 2006. This increased loss due to an
increase in operating expenses for the period ended June 30, 2007.
Liquidity and Capital
Resources
Our
primary liquidity and capital resource needs are to finance the costs of our
operations.
As of
June 30, 2007, we had $0 cash on hand, compared to $0 as of June 30,
2006.
We
believe that we will continue to need investing and financing activities to fund
operations.
Net cash
used in operating activities was $12,069 during the six-month period ended June
30, 2007, mainly representative of the net loss incurred during 2007. This
compares to net cash used in operating activities of $13,031for the six-month
period ended June 30, 2006.
Net cash
provided by investing activities was $6,160 during the six-month period ended
June 30, 2007, due to proceeds from sale of equipment.
Net cash
provided by financial activities was $5,909 during six-month period ended June
30, 2007, mainly representing the proceeds from related party notes. This
compares to net cash provided by financing activities of $10,998 for the
six-month period ended June 30, 2006 due to proceeds received from related party
notes.
Our
expenses to date are largely due to professional fees and the cost of sales for
telephone communication fees.
We
believe that our results of operations will provide us with the necessary funds
to satisfy our liquidity needs for the next six months. To the extent they are
not, however, our principal stockholders have agreed to fund our operations for
the next twelve-month period and beyond.
Working
Capital
As of
June 30, 2007, we had total assets of $9,735 and total liabilities of $362,442,
which results in working deficit of $(352,707) as compared to total assets of
$10,866 and total liabilities of $303,876 resulting in a working deficit of
$(293,010) as of December 31, 2006.
ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURE ABOUT MARKET RISKS.
Not Applicable.
ITEM 4. CONTROLS AND
PROCEDURES.
The
Company's Chief Executive Officer and Chief Financial Officer are responsible
for establishing and maintaining disclosure controls and procedures for the
Company.
(a) Evaluation of Disclosure Controls
and Procedures
19
As of the
end of the period covered by this report, the Company carried out an evaluation,
under the supervision and with the participation of the Company's management,
including the Company's principal executive officer and our principal financial
officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Rule 13a-15 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Based upon the evaluation
our principal executive officer and our principal financial officer concluded
that, as of the end of the period, the Company's disclosure controls and
procedures were effective in timely alerting them to material information
relating to the Company required to be included in the reports that the Company
files and submits pursuant to the Exchange Act.
(b) Changes in Internal
Controls
Based on
their evaluation as of June 30, 2007, there were no significant changes in the
Company's internal controls over financial reporting or in any other areas that
could significantly affect the Company's internal controls subsequent to the
date of their most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
PART
II OTHER INFORMATION
ITEM 1. LEGAL
PROCEEDINGS.
Not
applicable.
ITEM 1A. RISK
FACTORS.
RISKS
ASSOCIATED WITH OUR BUSINESS
In
addition to the other information in this report, the following risks should be
considered carefully in evaluating our business and prospects:
UNLESS
WE CAN REVERSE OUR HISTORY OF LOSSES, WE MAY HAVE TO DISCONTINUE
OPERATIONS.
If we are
unable to achieve or sustain profitability, or if operating losses increase in
the future, we may not be able to remain a viable company and may have to
discontinue operations. Our expenses have historically exceeded our revenues and
we have had losses in all fiscal years of operation, including those in fiscal
years 2006 through 2007, and the losses are projected to continue in 2008. We
have been concentrating on the development of our products, services and
business plan. Our management believes that we can be profitable and that our
business plan will be successful; however, there is no assurance that we will be
successful in implementing our business plan or that we will be profitable now
or in the future.
WE
WILL NEED ADDITIONAL CAPITAL FINANCING IN THE FUTURE.
We may be
required to seek additional financing in the future to respond to increased
expenses or shortfalls in anticipated revenues, accelerate product development
and deployment, respond to competitive pressures, develop new or enhanced
products, or take advantage of unanticipated acquisition opportunities. We
cannot be certain we will be able to find such additional financing on
reasonable terms, or at all. If we are unable to obtain additional financing
when needed, we could be required to modify our business plan in accordance with
the extent of available financing.
IF WE ENGAGE IN ACQUISITIONS, WE MAY
EXPERIENCE SIGNIFICANT COSTS AND DIFFICULTY ASSIMILATING THE OPERATIONS OR
PERSONNEL OF THE ACQUIRED COMPANIES, WHICH COULD THREATEN OUR FUTURE
GROWTH.
If we
make any acquisitions, we could have difficulty assimilating the operations,
technologies and products acquired or integrating or retaining personnel of
acquired companies. In addition, acquisitions may involve entering markets in
which we have no or limited direct prior experience. The occurrence of any one
or more of these factors could disrupt our ongoing business, distract our
management and employees and increase our expenses. In addition, pursuing
acquisition opportunities could divert our management's attention from our
ongoing business operations and result in decreased operating performance.
Moreover, our profitability may suffer because of acquisition-related costs or
amortization of acquired goodwill and other intangible assets. Furthermore, we
may have to incur debt or issue equity securities in future acquisitions. The
issuance of equity securities would dilute our existing
stockholders.
20
IF
WE CANNOT ATTRACT, RETAIN, MOTIVATE AND INTEGRATE ADDITIONAL SKILLED PERSONNEL,
OUR ABILITY TO COMPETE WILL BE IMPAIRED.
Many of
our current and potential competitors have more employees than we do. Our
success depends in large part on our ability to attract, retain and motivate
highly qualified management and technical personnel. We face intense competition
for qualified personnel. The industry in which we compete has a high level of
employee mobility and aggressive recruiting of skilled personnel. If we are
unable to continue to employ our key personnel or to attract and retain
qualified personnel in the future, our ability to successfully execute our
business plan will be jeopardized and our growth will be inhibited.
WE
MAY BE UNABLE TO ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS OR MAY BE SUED BY
THIRD PARTIES FOR INFRINGEMENT OF THEIR PROPRIETARY RIGHTS.
The
telecommunications industry is characterized by the existence of a large number
of patents and frequent litigation based on allegations of trade secret,
copyright or patent infringement. We may inadvertently infringe a patent of
which we are unaware. In addition, because patent applications can take many
years to issue, there may be a patent application now pending of which we are
unaware that will cause us to be infringing when it is issued in the future. If
we make any acquisitions, we could have similar problems in those industries.
Although we are not currently involved in any intellectual property litigation,
we may be a party to litigation in the future to protect our intellectual
property or as a result of our alleged infringement of another's intellectual
property, forcing us to do one or more of the following:
|
·
|
Cease
selling, incorporating or using products or services that incorporate the
challenged intellectual property;
|
|
·
|
Obtain
from the holder of the infringed intellectual property right a license to
sell or use the relevant technology, which license may not be available on
reasonable terms; or
|
|
·
|
Redesign
those products or services that incorporate such
technology.
|
A
successful claim of infringement against us, and our failure to license the same
or similar technology, could adversely affect our business, asset value or stock
value. Infringement claims, with or without merit, would be expensive to
litigate or settle, and would divert management resources.
Our
employees may be bound by confidentiality and other nondisclosure agreements
regarding the trade secrets of their former employers. As a result, our
employees or we could be subject to allegations of trade secret violations and
other similar violations if claims are made that they breached these
agreements.
BECAUSE
OUR OFFICERS AND DIRECTORS ARE INDEMNIFIED AGAINST CERTAIN LOSSES, WE MAY BE
EXPOSED TO COSTS ASSOCIATED WITH LITIGATION.
If our
directors or officers become exposed to liabilities invoking the indemnification
provisions, we could be exposed to additional unreimbursable costs, including
legal fees. Our articles of incorporation and bylaws provide that our directors
and officers will not be liable to us or to any shareholder and will be
indemnified and held harmless for any consequences of any act or omission by the
directors and officers unless the act or omission constitutes gross negligence
or willful misconduct. Extended or protracted litigation could have a material
adverse effect on our cash flow.
WE
WILL DEPEND ON OUTSIDE MANUFACTURING SOURCES AND SUPPLIERS.
We may
contract with third party manufacturers to produce our products and we will
depend on third party suppliers to obtain the raw materials necessary for the
production of our products. We do not know what type of contracts we will have
with such third party manufacturers and suppliers. In the event we outsource the
manufacturing of our products, we will have limited control over the actual
production process. Moreover, difficulties encountered by any one of our third
party manufacturers, which result in product defects, delayed or reduced product
shipments, cost overruns or our inability to fill orders on a timely basis,
could have an adverse impact on our business. Even a short-term disruption in
our relationship with third party manufacturers or suppliers could have a
material adverse effect on our operations. We do not intend to maintain an
inventory of sufficient size to protect ourselves for any significant period of
time against supply interruptions, particularly if we are required to obtain
alternative sources of supply.
21
OUR
STOCK PRICE MAY BE VOLATILE.
The
market price of our common stock will likely fluctuate significantly in response
to the following factors, some of which are beyond our control:
|
·
|
Variations
in our quarterly operating results;
|
|
·
|
Changes
in financial estimates of our revenues and
operating
|
|
·
|
Changes
in market valuations of telecommunications
equipment
|
companies;
|
·
|
Announcements
by us of significant contracts,
acquisitions,
|
strategic partnerships, joint ventures
or capital commitments;
|
·
|
Additions
or departures of key personnel;
|
|
·
|
Future
sales of our common stock;
|
|
·
|
Stock
market price and volume fluctuations attributable
to
|
inconsistent trading volume levels of our stock;
|
·
|
Commencement
of or involvement in litigation.
|
In
addition, the equity markets have experienced volatility that has particularly
affected the market prices of equity securities issued by technology companies
and that often has been unrelated or disproportionate to the operating results
of those companies. These broad market fluctuations may adversely affect the
market price of our common stock.
WE
DO NOT ANTICIPATE PAYING ANY DIVIDENDS ON OUR COMMON STOCK.
We have
not paid any dividends on our Common Stock since inception and do not anticipate
paying any dividends on our Common Stock in the foreseeable future. Instead, we
intend to retain any future earnings for use in the operation and expansion of
our business.
WE
ARE CURRENTLY SUBJECT TO SEC REGULATIONS RELATING TO LOW-PRICED STOCKS, THE
MARKET FOR OUR COMMON STOCK COULD BE ADVERSELY AFFECTED.
The
Securities and Exchange Commission has adopted regulations concerning low-priced
(or "penny") stocks. The regulations generally define "penny stock" to be any
equity security that has a market price less than $5.00 per share, subject to
certain exceptions. If our shares are offered at a market price less
than $5.00 per share, and do not qualify for any exemption from the penny stock
regulations, our shares may become subject to these additional regulations
relating to low-priced stocks.
The penny
stock regulations require that broker-dealers, who recommend penny stocks to
persons other than institutional accredited investors make a special suitability
determination for the purchaser, receive the purchaser's written agreement to
the transaction prior to the sale and provide the purchaser with risk disclosure
documents that identify risks associated with investing in penny stocks.
Furthermore, the broker-dealer must obtain a signed and dated acknowledgment
from the purchaser demonstrating that the purchaser has actually received the
required risk disclosure document before effecting a transaction in penny stock.
These requirements have historically resulted in reducing the level of trading
activity in securities that become subject to the penny stock
rules.
The
additional burdens imposed upon broker-dealers by these penny stock requirements
may discourage broker-dealers from effecting transactions in the common stock,
which could severely limit the market liquidity of our common stock and our
shareholders' ability to sell our common stock in the secondary
market.
22
ITEM 2. UNREGISTERED SALES
OF EQUITY SECURITIES ANS USE OF PROCEEDS.
Not
applicable
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.
Not
applicable.
ITEM
6. EXHIBITS.
(a) Exhibits
EXHIBIT
NO. DESCRIPTION
3
|
*Articles
of Incorporation filed on December 1,
2005.
|
|
*Bylaws.
|
31.1
|
Sarbanes-Oxley
Act of 2002 Section 302 Certification for Craig
Burton
|
31.2
|
Sarbanes-Oxley
Act of 2002 Section 302 Certification for Paul
Kelly
|
32.1
|
Sarbanes-Oxley
Act of 2002 Section 906 Certification for Craig
Burton
|
32.2
|
Sarbanes-Oxley
Act of 2002 Section 906 Certification for Paul
Kelly
|
___________________________________________________
*Filed as
an exhibit to the Company's Registration Statement on Form 10-SB, as filed with
the Securities and Exchange Commission on May 16, 2006.
23
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.
NB TELECOM, INC.
(Registrant)
Dated: July
16,
2008 /S/ Paul
Kelly
Paul Kelly
President, Principal Executive
Officer
Dated: July
16,
2008 /S/ Craig
Burton
Craig Burton
Secretary,
Principal Financial Officer.