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COOL TECHNOLOGIES, INC. - Annual Report: 2008 (Form 10-K)

bibb10k123108.htm
As filed with the Securities and Exchange Commission on March 30, 2009.  File No. 333-145264

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

COMMISSION FILE NUMBER

BIBB CORPORATION
 (Exact name of registrant as specified in its charter)

                                      Nevada                                                                                      7389                                                                                        75-307659                                
        (State or other jurisdiction of Incorporation)      (Primary Standard Industrial Classification Code Number)        (IRS Employer Identification No.)
     

Judson Bibb, President
5645 Coral Ridge Drive #171
Coral Springs, Florida  33076
Telephone: 954-258-1917
 (Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

The Law Office of Michael Kessler Esq.
3436 American River Drive, Suite 11
Sacramento, CA  95864
Phone: (916) 239-4000                                                       Fax:  (916) 239-4008
 (Name, address, including zip code, and telephone number, including
area code, of agent for service)

 
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

None

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

Common Stock, $0.0001 par value

--------------------------

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes //  No /X /
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes //  No /X /
 
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes //  No /X /

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 Yes //  No / /                       Accelerated filer Yes //  No / /
Non-accelerated filer Yes //  No / /                         Smaller reporting company Yes /X/  No / /

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes /X/  No / /

As of December 31, 2008, 3,340,000 shares of the registrant's common stock, $.0001 par value, were issued and outstanding. The aggregate market value of the common stock held on December 31, 2008 was approximately $18,347.


 
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BIBB CORPORATION
FORM 10-K
DECEMBER 31, 2008
 

 
TABLE OF CONTENTS

ITEM NUMBER
PAGE
   
   
PART I
 
1.     Business
  3
1A   Risk Factors                                                                    
  6
2.     Properties
  10
3.     Legal Proceedings
  10
4.     Submission of Matters to a Vote of Security Holders
  10
4A.  Executive Officer of the Registrant
  10
   
PART II
 
5.     Market for Registrant's Common Equity and Related Stockholder Matters
  11
 6.    Selected Financial Data
 11
7.     Management's Discussion and Analysis of Financial Coindition and Results of Operations
  12
7A.  Quantitative and Qualitative Disclosures About Market Risk
  15
8.     Financial Statements and Supplementary Data
  15
9.     Changes and Disagreements with Accountant on Accounting and Financial Disclosure
  15
9A   Controls and Procedures
  15
   
PART III
 
10.   Director and Executive Officer of the Registrant
  16
11.   Executive Compensation
  17
12.   Security Ownership of Certain Beneficial Owners and Management
  17
13.   Certain Relationships and Related Transactions
  17
14.   Principal Accountant Fees and Services
  17
   
PART IV
 
15.   Exhibits, Financial Statement Schedules
  18
   




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PART 1
 
ITEM 1: BUSINESS
 
FORWARD-LOOKING STATEMENTS
 
This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in the forward-looking statements as a result of various factors.
 
Statements by the Company in this report and in other reports and statements released by the Company are and will be forward-looking in nature and express the Company’s current opinions about trends and factors that may impact future operating results. Statements that use words such as “may,” “will,” “should,” “believes,” “predicts,” “estimates,” “projects,” “anticipates” or “expects” or use similar expressions are intended to identify forward looking statements.
 
Forward-looking statements are subject to material risks, assumptions and uncertainties, which could cause actual results to differ materially from those currently expected, and readers are cautioned not to place undue reliance on these forward-looking statements. Except as required by applicable law, the Company undertakes no obligation to publish revised forward-looking statements to reflect the occurrence of unanticipated or subsequent events.
 
Readers are also urged to carefully review and consider the various disclosures made by the Company in this report that seek to advise interested parties of the risks and other factors that affect the Company’s business. Interested parties should also review the Company’s reports periodically filed with or furnished to the Securities and Exchange Commission.
 
The risks affecting the Company’s business include, among others: dependence on funding from a recent offering, dependence on a single executive;  implementation of the Company’s direct sales strategy; the Company’s continuing compliance with applicable laws and regulations, product acceptance; competition in the industry and technological changes.
 
All forward-looking statements, whether made in this report or elsewhere, should be considered in context with the various disclosures made by the Company about its business.
 
CORPORATE INFORMATION

Bibb Corporation was incorporated in the State of Nevada on July 22, 2002. Our mailing address is 5645 Coral Ridge Drive #171,Coral Springs, Florida 33076. Our telephone number is 954-258-1917, and our e-mail address is judsonbibb@gmail.com.

THE COMPANY

Bibb Corporation was founded on the belief that we have a new way for the millions of marginally literate people to acquire and comprehend the complex information required to interact with government, businesses and the law. With the result that not being comfortable reading and understanding text no longer dooms one to dependence on others or withdrawal from legal and business intercourse.

To that end we are pursuing a business objective of multi-media publishing and marketing. As we are in the final phases of the development stage, our activities encompass creation of production elements and corporate activities.

We have an accumulated deficit of $34,623 since inception. We have not generated any revenues to date; and we have been issued a "substantial doubt" going concern opinion from our auditors.
 
Our liabilities and equity now total $18,347. As the funds were transferred from escrow into the company operating account in February 2008, we are creating the initial product.

We intend to develop our business as an "information retailer", providing information in a simple, easy-to-use manner through multi-media applications. Our concept is intended to blur the lines between a number of business applications: publisher, video producer and Internet content provider. Our goal is to assist customers who want information that is easy to find, easy to use and easy to understand.

Each of our products will be fully integrated combinations of video, audio and print supplemented by information online. Our proposed information products are intended to be a solution in which one medium will complement and support the information provided by the other.

We do not intend to change our business activities nor combine with or acquire any other company now or in the foreseeable future. If we are unable to complete our business plans and become profitable, we may decide that we cannot continue with our business operations as outlined in our original business plan because of a lack of financial resources and may be forced to seek other potential business opportunities that might be available; however, we have no plans or intentions to do so at this time or at any time in the future.

 
 
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BUSINESS DEVELOPMENTS

On December 31, 2007, we completed an initial offering of 1,000,000 shares of common stock. Net proceeds from the offering were $30,000. The proceeds were deposited into the company operating account in February 2008. Once corporate taxes and the filing of our initial 10-K were complete, the company began product development.

INDUSTRY BACKGROUND

Information retailing through multi-media publishing is an industry with no borders. We intend to blur the lines between a number of businesses providing information: publisher, video producer and Internet content provider. Two of our major influences are the "For Dummies" series and "Video Professor", however, each operate primarily in a single medium.

Our target audience is the 34% of the US population classified as marginally illiterate - those who don’t read as well as the average middle school student.

One of the best selling direct response television ads has been the Video Professor series for computers that teaches computer use by interactive CD. The subject matter is limited to computer programs. The series is shining example of successful selling of information via direct response television, both commercials and infomercials.

As our target audiences are heavy consumers of television, our primary method of marketing will be direct response television advertising.

DEMOGRAPHICS

Time spent reading and comprehension skills continue to decline, especially among the lower classes, the lesser educated and recent immigrants.

Almost half (45%) of all US consumers read below a sixth grade level. Twenty-five percent of the functionally illiterate are immigrants learning English. (In 2000, the 28.4 million foreign-born residents represented 10.4% of the total U.S. population).

As mentioned before, our target audience is the 34% of the population (70 million people) who are marginally literate. These adults can pick out key facts in a newspaper article, but cannot draft a letter explaining an error on their credit card bill. As a result, managing in the consumer marketplace is a challenge. Market interactions are potentially threatening. They know and feel they can be easily cheated. They have little understanding of their rights and they are intimidated by paperwork.

Dealing with institutions such as banks, the legal system, tax authorities, etc. is particularly stressful. They are easily overwhelmed by instructions, legal contracts, financial documents and application forms.

Manuals and books alone can be quite intimidating and are beyond their scope of understanding. Consultants and specialists are too expensive for the average person to hire. And asking for help has a unique problem.

There is the stigma of not being able to read well. People with poor literacy skills often are ashamed of their problem and are adept at hiding it. In one study, more than two thirds of patients with low literacy in public hospitals said they had never told their spouses about it. Nearly a fifth said they had never told anyone.

Their market interactions are driven by the need to preserve self-esteem and dignity. Thus, when facing foreclosure, many financially strapped homeowners don't respond to calls or letters from their lenders. An overwhelming majority of respondents in a Freddie Mac survey said they didn't call the company servicing their loan because they didn't think they had any options that could help them avoid losing their home. We believe that’s a half truth told to save face.

In this, the Information Age, we felt there was a need and that it was important to deliver information using a combination of sound, video, pictures and text in an easy-to-use, easy to read and easy-to-understand manner.

To our knowledge, no one else is specifically targeting this large demographic.

BUSINESS OPERATIONS

We are developing a multi-media product that fully integrates video, audio and text. Users can choose the medium they are most comfortable with and then use the other media to supplement or reinforce the information presented. All the information, we put forth will be vetted by professionals in exchange for a percentage of the sales.
 
 
 
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The first two in the series will be credit repair and stopping foreclosure. The focus will be on the practical steps to be taken, i.e., how to order credit reports, how to examine credit reports, where to get a dispute form, how to complete a dispute form, etc.

The manuals are being written at a sixth grade reading level. The text will be enhanced with graphics and photos including still captures from the video. We will use headings, subheadings, lists, bullets and boxes of text to aid comprehension and clarity. We will point out special information to note with icons and cross reference all information in a table of contents and index for quick access. We are incorporating lots of white space on pages to make them seem simpler and easier to read.

We will complement the manuals with how-to videos in DVD form that show, line by line, how to apply the information, fill out the forms, write the letters, step-by-step. Like the manuals, the voiceover will be written at a sixth grade level for easy comprehension and understanding by all customers and will reiterate a lot of the information provided in the manuals.

In addition, we will further support our manuals with a password protected website where users can get updated information, answers to specific questions and customizable form letters to print and use, post purchase.

Each medium will be integrated with the other. The manuals, DVDs and the website will share the same structure, icons and headings. Each will interact and expand on the information contained in the other. For example, specific icons in the manuals will match icons in the DVD menu. Therefore, if a user wants to see and hear exactly how to fill out a dispute form referred to in the manual, he can look for the same icon in the DVD menu or on the video itself as a graphic placed in a corner of the screen. Both the manual and the video will refer the user to the website for further information and/or support.

We believe each additional level of support will increase the comfort level of the user. The user knows he will find information presented in a variety of ways. Therefore, if he doesn’t understand the text, he can see and listen to the information or vice versa.

STRATEGY

We intend to use direct response television commercials to market our products. Selling prices will range between $19.95 and $24.95. As is the industry norm, we will initially run our direct response commercials in a few local markets. By testing different price points, offers and premiums, we will determine which combination works best and then continue to roll out the commercials in other markets. If the product sales are successful, we intend to follow with Spanish versions.

Our initial goal will be to establish our ‘brand name’ as a trusted source of reliable, simple and effective information products. We feel direct response television commercials will be an immediate way for us to establish credibility and brand awareness, as well as generate sales.

As game and other visual entertainment sites are popular with the marginally literate, once our brand has been established, sales commence and revenues are generated, we intend to set up a commission sales program for webmasters to increase web sales and drive consumers to our website.

Each medium (print, video and web) will cross promote the entire line of products. The non-password protected section of our website will promote and offer our products for sale online.  Each person entering the password protected section will be required to register and establish a password, creating a database for future marketing efforts.

In addition to marketing our products through television and our website, we intend to contact booksellers, video stores and other retailers to negotiate possible inclusion of our products in their offerings. As retail sales for direct response products currently run 10 to 1, (for every television sale, another 10 will be sold at the retail level) our television sales figures will provide significant leverage.

Once we have placement in store shelves, we intend to release other titles that don’t push the traditional direct response emotional hot buttons such as: filing taxes, buying or leasing a car, dealing with Medicare or an insurance company, going to small claims court, etc.

COMPETITION

There are many information retailers on the market today; however, there are few who deliver cross-referenced information in print, audio and video form supplemented by an Internet website. Also, very few provide information or assistance with everyday activities in the consumer marketplace, e.g., writing to a credit card company, completing an application, etc. And fewer still target the marginally literate. Our two top competitors are the "For Dummies" series and the "Video Professor" CDs/DVDs, neither of whom target our audience.

Both are well established and their brand names are well known. As a newcomer to the industry, we will need to successfully develop our brand name and deliver high quality products in order to successfully compete in the industry.
 
 

 
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We believe that the principal competitive factors affecting our market include ease-of-use and comprehension, functionality, quality, price and customer support. Although we believe that our products will compete favorably with regard to such factors, we cannot ensure that we can maintain our competitive position against potential competitors. Increased competition may result in price reductions, reduced gross margins and loss of market share, any of which could materially and adversely affect our business, operating results and financial condition.

Our competitors and potential competitors have greater resources than we do, and may be able to respond more quickly and efficiently to new or emerging technologies, or to changes in customer requirements or preferences. Many of our competitors can devote greater managerial or financial resources than we can to develop, promote and distribute informational products that target the marginally literate and provide related and support services. We cannot ensure that our current or future competitors will not develop products or services which may be superior to ours or which may gain greater market acceptance. Some of our potential competitors have established media and retail outlets, thus enhancing their abilities to compete with us. It is possible that new competitors will emerge and rapidly acquire market share. We cannot ensure that we will be able to compete successfully against current or future competitors or that the competitive pressures will not materially and adversely affect our business, operating results and financial condition.

EQUIPMENT

As a freelance multi-media producer in film, television, radio, print and the Internet, our sole officer and director has all of the equipment we will need to produce our multi-media.  We do not intend to purchase any equipment to implement our business operations.

MANUFACTURING

The company has already priced and sourced printers, duplicators, graphics artists, web designers, call centers, fulfillment and distribution companies. Each is in place and ready to work on our products when called upon.

PATENTS AND TRADEMARKS

Trademark protection has been applied for. Even if we receive the trademark, we still have no assurance that it will prevent competitors from using the same or similar names, marks, concepts or appearance. Should this happen, we may have to enter into litigation to prevent the use of our property and, at least at present, we do not feel we have the resources to do so and would probably avoid any such litigation.

GOVERNMENT AND INDUSTRY REGULATIONS

Internet websites are not currently subject to direct federal laws or regulations applicable to access, content or commerce on the Internet.  However, it is possible that a number of laws and regulations may be adopted with respect to the Internet covering issues such as:

* user privacy
* freedom of expression
* pricing
* content and quality of products and services
* taxation
* advertising
* intellectual property rights
* information security

The adoption of any such laws or regulations might impact Internet use, which in turn could decrease the demand for our services, increase the cost of doing business or in some other manner have a negative impact on our business, financial condition and operating results. In addition, applicability to the Internet of existing laws governing issues such as property ownership, copyrights and other intellectual property issues, taxation, libel, obscenity and personal privacy is uncertain.  The vast majority of such laws were adopted prior to the advent of the Internet and related technologies and, as a result, do not contemplate or address the unique issues of the Internet and related technologies.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

We currently have no employees other than Judson Bibb, our sole officer and director, who devotes approximately 20 hours per week to our business and who will not be compensated for his time until and if we become profitable. As production continues, employees will be hired on an as-needed basis. We do not currently have any agreements, verbal or written, with Mr. Bibb or any other proposed employee or independent contractor. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future.  There are presently no employee contracts, agreements or personal benefits available to anyone associated directly or indirectly with the company.

ITEM 1A: RISK  FACTORS
 
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information contained in this Annual Report before deciding to invest in our company. If any of the following risks actually occur, our business, financial condition or operating results and the trading price or value of our securities could be materially adversely affected.
 
 
 
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RISKS RELATED TO OUR BUSINESS AND THE INDUSTRY IN WHICH WE OPERATE
 
Following are what we believe are all of the material risks involved.

1. We are in the process of emerging from the development stage, have generated no revenues and lack an operating history.

We are in the process of producing our initial product; have not yet realized any revenues; and have an accumulated deficit since inception of $34,623. We have no operating history. Such prospects must be considered in light of the substantial risks, expenses and difficulties encountered by new entrants into the highly competitive multi-media industry. Our ability to achieve and maintain profitability and positive cash flow is highly dependent upon a number of factors, including our ability to attract and retain customers for our concept, while keeping costs to a minimum. Based upon current plans, we expect to generate operating losses for the next year as we incur expenses associated with the implementation of our business plan. Furthermore, we cannot guarantee that we will be successful in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our operations or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of outstanding Shares.


 
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2. We do not have any other sources of funding, which could severely limit any possible revenues and result in a failure of our business.

There is no guarantee that we will be able to generate revenues or that revenues will be sufficient to maintain our business. As a result, all investment could be lost.  Our auditors have expressed substantial doubt as to our ability to continue as a going concern.

3. Our success depends greatly upon the efforts of Judson Bibb, our sole officer and director. If we fail to retain the services of Mr. Bibb, it would severely negatively affect our business, operating results and financial results.

The development and implementation of our proposed business is solely dependent on the efforts of our President, Judson Bibb. Mr. Bibb is not and will not be compensated for his services and the success of our business depends upon our ability to retain him. We have not entered into a management and/or employment agreement with Mr. Bibb and the loss of his services could have a negative impact on our business operations, operating results and possible revenues.  If we were to lose the services of Mr. Bibb or are unable to hire and train competent employees, as and when needed, implementation of our proposed business operations could be delayed or worse, fail, and you could risk a total loss of any investment you make in our securities.

4. If we are successful in realizing our business plan, we will need to hire additional employees. If competent and knowledgeable employees are not available to us, as and when needed, we may be unable to expand our business when we are ready to do so, which could result in possible revenue losses.

We have no employees at this time. When we are ready to expand beyond our initial media offerings, our success will depend in large part upon our ability to attract, develop, motivate and retain employees. Competition for qualified personnel can be high and we may not be able to hire or retain qualified personnel, if and when needed. As a result, we may be unable to expand our business when we are ready to do so, which could result in possible revenue losses.

5. Our sole officer and director has conflicts of interest for his time in that he has other activities that may prevent him from devoting full time to our operations, when needed, which may slow our operations and possibly reduce our financial results.

Judson Bibb, our sole officer and director, has conflicts of interest for his time in that he has other activities that may prevent him from devoting full time to our operations. His available time to devote to our business operations may therefore, be sporadic. In general, he intends to devote as much time as required to our business; however, when he is working on other business matters, he may not be able to devote the time necessary to our business, which may delay or limit implementation of our business plans. The limited number of hours Mr. Bibb will have to devote to our business activities may negatively affect our operations and reduce or limit our potential revenues and financial results, which could result in a loss of your investment.

6. The information distribution industry is highly competitive and we may be unable to successfully compete and generate revenues, which could result in a total loss of your investment.

Our proposed services will face competition from larger, well-established companies, such as "Video Professor" and "For Dummies", our two largest competitors in the industry. Unless we are successful in establishing our brand name and selling our products, we may be unable to successfully enter the industry and generate revenues.

7.  We will be required to continuously update our software and upgrade our media in order to continue to successfully compete in the ever changing industry.

If we are unable to keep our media and offerings up to date, we could lose return customers and suffer losses of revenues. In addition, there is no guarantee the combination of media we are currently developing will be accepted by the public, which means we could be forced to expend significant, unexpected time and funds on further research and development on our media offerings. There can be no assurance that our proposed business plans will allow us to successfully develop our business. There is no guarantee that we will be able to afford to continue to upgrade our software and/or hardware as and when required. Any such failure would result in a loss of customers and could harm our results of operations and business.
 
 
 
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8. Our proposed operations will be subject to all regulations associated with media publishing, including those applicable to the download and distribution of copyrighted materials and intellectual property from the Internet. If we are unable to comply with any of these laws, rules and regulations, we may not be limited in our media offering, which could severely limit our business operations and possible revenues.

Our proposed operations will be subject to rapidly changing laws and regulations, which include data privacy laws, content regulation and sales and use taxes. Because of this rapidly evolving and uncertain regulatory environment, we cannot predict how these laws and regulations might affect our business operations. In addition, these uncertainties make it difficult to ensure compliance with the laws and regulations governing the Internet and content download.  These laws and regulations could harm our operations and force us to change our currently proposed business operations if they become too costly.

Although there are few laws and regulations directly applicable to the Internet, proposed laws and regulations could be adopted in the future covering issues such as information content downloading, licensing, license fees, copyrights, privacy, pricing, sales taxes and characteristics and quality of Internet services. The adoption of restrictive laws or regulations could slow Internet usage or expose us to significant liabilities associated with content available in our media. The application of existing laws and regulations governing Internet issues such as property ownership, libel and personal privacy are also subject to substantial uncertainty. There can be no assurance that current or new government laws and regulations, or the application of existing laws and regulations (including laws and regulations governing issues such as property ownership, content, taxation, defamation and personal injury), will not expose us to significant liabilities, significantly slow Internet growth or otherwise cause a material adverse effect on our proposed business operations, results of operations or financial condition.

9. Our proposed operations to download media content and information from the Internet will subject our operations to potential liability for negligence and/or infringement of copyright and intellectual property laws, as well as government regulations.

As we expand our operations and publish our information media, we will be subject to potential liability for negligence, copyright, patent, trademark, defamation, indecency and other claims, based on the nature and content of the materials that we download. Such claims have been brought, and sometimes successfully pressed, against Internet content distributors. In addition, we could be exposed to liability with respect to the content or unauthorized duplication of content downloaded from our website. We could also be exposed to liability for third party content posted by our customers in chat rooms or bulletin boards offered on our website.  It is also possible that if any information provided contains errors or false or misleading information, third parties could make claims against us for losses incurred in reliance on such information.  In addition, the provision of such information may be illegal in some jurisdictions.  In the future, our website  may contain a significant number of links to other websites.  As a result, we may be subject to claims alleging that, by directly or indirectly providing links to other websites, we are liable for copyright or trademark infringement or the wrongful actions of third parties through their respective websites.

Any violation of a copyright or intellectual property law, or government regulation by a customer, may also be imposed indirectly on us. Any such imposition of a liability that is not covered by insurance, is in excess of insurance coverage or is not covered by an indemnification by a content provider could have a material adverse effect on our business, results of operations and financial condition.

Liability or alleged liability could harm our business by damaging our reputation, requiring us to incur expensive legal costs in defense, exposing us to awards of damages and costs and diverting management's attention away from our business operations. Any such liability or violation could severely impact our proposed business operations and/or proposed revenues.

We have not yet fully examined the copyright or intellectual property laws that will apply to our proposed plan of operation and may not have sufficient funding to do so if and when we are financially able to expand, which could severely limit our possible revenues and business operations.

10. The only protection we have for our concept and business plan is copyright of the finished products. There is no guarantee that someone else will not duplicate our ideas and bring them to market before we do or make a better product, either of which could severely limit our proposed sales and revenues.

We have searched the Internet and trade manuals and believe our proposed media publishing system will be unique; however, without a finished product, the only protection we have is a trademark application made for our brand name and logo design. Even if we do trademark or copyright our materials, it may not prevent unauthorized persons from copying aspects of our business or brand. There is no assurance a third party will not choose to copy or duplicate our proprietary information and/or brand name.  Any encroachment upon our proprietary information, including the unauthorized use of our brand name, the use of a similar name by a competing company or a lawsuit initiated against us for infringement upon another company's proprietary information or improper use of their trademark, may affect our ability to create brand name recognition, cause customer confusion and/or have a detrimental effect on our business.

We are unaware of any infringement upon our proprietary rights and/or brand name and have not been notified by any third party that we are infringing upon anyone else's proprietary rights; however, any such infringement, litigation or adverse proceeding could result in substantial costs and diversion of resources and could seriously harm our business operations and/or results of operations.

RISKS ASSOCIATED WITH BIBB CORPORATION STOCK

11. Selling low-priced penny stock is involved and uncertain.

For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission.  Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares purchased in the public markets.

 
 
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12. Due to the lack of a trading market for our securities, you may have difficulty selling our securities.

There is presently no demand for our common stock, as our securities are not listed for trading on any public market. While we intend to seek to engage the services of a market maker to apply for quotation on the Over-the-Counter Bulletin Board on our behalf, we have not yet done so and we cannot guarantee that our application will be approved and our stock listed and quoted for sale on any public market. If no market is ever developed for our common stock, it will be difficult for you to sell any of our securities. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares of common stock without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from an investment in our Company.

13.  Any future sale of stock held by our principal stockholder, who holds 70% of our total issued and outstanding stock, could severely impact the market price of our stock.

Since inception, a total of 2,340,000 shares of common stock have been issued to Judson Bibb, our sole officer, director and existing principal stockholder. These shares are "restricted securities", as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing one year after their acquisition. Any sale of these shares held by Mr. Bibb after the applicable restrictions expire could have a depressive effect on the price of our common stock in any market that may develop, of which there is no guarantee. Mr. Bibb does not currently have any plans to sell his shares.

14. We are a small, development stage start-up company with only one director on our Board, which could result in a lack of independence needed on certain issues and decisions which impacting our shareholders.

We are a small start-up company with only one director, Judson Bibb, who is also our President, Principal Executive Officer, Secretary, Treasurer, CFO and Principal Accounting Officer. As a result, we lack independent directors, independent board committees and an independent audit committee financial expert. In addition, Mr. Bibb owns approximately 70% of our issued and outstanding common stock , giving him significant control of any decisions regarding the company and/or our securities. There can be no assurance that Mr. Bibb will be completely independent in the decisions he makes as our sole director and/or principal stockholder that will ensure protection of the rights of other stockholders.

 
ITEM 2: PROPERTIES

We do not currently own any property.  We will conduct our initial business operations from the home of our sole officer and director, using his office and equipment, on a rent-free basis until such time as we require additional space. At that time, we will seek to lease office space at competitive market rates.

ITEM 3. LEGAL PROCEEDINGS.

We are not involved in any pending legal proceeding; are unaware of any pending or threatened litigation against us; and are not we party to any bankruptcy, receivership or other similar proceeding.

We are not involved in any actions by governmental authorities, nor are we aware of any action that a governmental authority is contemplating. There are no current or pending legal proceedings or threatened litigation against our founder.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

None.   
 
ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT

Because our Company was incorporated by one person, Judson Bibb, we only have one director at this time. As we progress in our business plans and add directors, each of whom will be elected by the stockholders to a term of one year to serve until his or her successor is elected and qualified. Each of our officers will be elected by the Board of Directors to a term of one year and serve until his or her successor is duly elected and qualified, or until he or she is removed from office. Our Board of Directors, which currently consists solely of Mr. Bibb, has no nominating, auditing or compensation committees at this time.

The name, address, age and position of our sole officer and director is as follows:

Name and Address                                                      Age           Position(s)
 
Judson Bibb                                                                     52            President, Principal Executive Officer, Secretary, Treasurer, Principal Accounting Officer and Director
5645 Coral Rdge Drive, #171                                                                                      
Coral Springs, Florida  33076

The person named above has held his offices/positions since inception of our Company and is expected to hold said offices/positions until the next annual meeting of our stockholders. The officer and director is our only officer, director, promoter and control person.

 
10

 
BACKGROUND INFORMATION ABOUT THE OFFICER AND DIRECTOR

Judson Bibb has been the sole officer and director of Bibb Corporation since inception in July 2002. Since 1983, Mr. Bibb has been a self-employed freelance multi-media producer. His services include: Producer, Writer, Director, Cinematographer, Videographer, Still photographer, Audio and video editor, Voiceover talent, Marketer, Ad designer and Internet search engine optimization. He graduated Cum Laude from the University of South Florida in 1980 with a B.A. Degree in Mass Communications-Film. Mr. Bibb devotes approximately 20 hours per week to our business.
 
 
 
PART II

ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

COMMON STOCK

Our authorized capital stock consists of 25,000,000 shares of common stock, par value of $.001 per share.  On February 28, 2009, we had 26 holders of record of its common stock.
 
FUTURE SALES BY EXISTING STOCKHOLDERS

A total of 3,340,000 shares have been issued (2,340,000 to our principal stockholder, who is our sole officer and director and 1,000,000 to friends and family). The 2,340,000 shares are "restricted: securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing one year after their acquisition. Any sale of shares held by our principal stockholder (after applicable restrictions expire) and/or the sale of shares purchased in the offering, may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no assurance.

No public market currently exists for our common stock. In the near future, we intend to engage the services of a market maker to apply on our behalf for quotation on the Over-the-Counter Bulletin Board (OTCBB). There is no assurance, however, that (1) we will be able to find a market maker willing to file an application on our behalf; (2) our application will be approved once filed; or (3) our stock will ever be listed or quoted for sale on any public market. In addition, there is no guarantee that if a trading market is developed, it will be sustained. We cannot give any assurance that the outstanding shares will ever have a market value or even be able to be resold.  As of February 28, 2009, we have been in contact with a market maker, but no application has been filed on our behalf.

We have made no arrangements that may result in a change in control of our Company.

ITEM 6: SELECTED FINANCIAL DATA

The following selected consolidated financial data has been derived from the Company’s audited financial statements. The information set forth below is not necessarily indicative of the expectations of results for future operations and should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K.
 
Statements of Operations Data:                                                                                                           
Year Ended December 31, 2008
   
Net product sales
 
Cost of revenues
 
Gross profit
 
   
Operating expenses:
 
Selling and marketing                                                                                                   
$         0
General and administrative                                                                                                             
$12,272
Product development                                                                                                  
    $         0
Total operating expenses                                                                                                      
$12,272
   
Operating loss                                                                                                               
($12,272)
Income tax provision
$           0
Net income (loss)
($12,272)
   
Weighted-average common shares outstanding:
 
Basic                             
2,340,000
   
Consolidated Balance Sheet Data:
 
Working capital             
$18,347
Total assets                                                                                            
$18,347
Long-term obligations                                                                                    
$          0
Total stockholders’ equity                                                                                                
$18, 347
 
 
 
11



CRITICAL ACCOUNTING POLICIES
 
The discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities and related disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the applicable period. Actual results may differ from these estimates under different assumptions or conditions.
 
We define critical accounting policies as those that are reflective of significant judgments and uncertainties and which may potentially result in materially different results under different assumptions and conditions. In applying these critical accounting policies, our management uses its judgment to determine the appropriate assumptions to be used in making certain estimates. These estimates are subject to an inherent degree of uncertainty.

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
You should read the following discussion of our financial condition and results of operations in conjunction with our financial statements and related notes. The following discussion and other parts of this report contain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated by such forward-looking statements due to various factors, including, but not limited to, those set forth in Item A. "Risk Factors" and elsewhere in this report.
 
We began our development stage in July 2002. Since inception we have focused primarily on research and development activities, organizing our company, finding and negotiating with vendors, raising capital and laying the groundwork to take the company public. Until the closing of our current offering, development expenses were funded by our founder, Judson Bibb.
 
Our planned principal operations of producing fully integrated multi-media products have begun.  The initial products are not complete yet. Consequently, marketing has not commenced and we have not derived any revenue from these operations. In fact, we have incurred only losses and we expect to continue to incur losses for, at least, the next few months until our products are complete and marketing begins.
 
We have an accumulated deficit of $34,623 since inception. We have not generated any revenues to date; and we have been issued a "substantial doubt" going concern opinion from our auditors.
 
Until 2007, our only assets were the cash contributed by the founder. Thanks to the year-end closing of a $30,000 offering, we had money to begin product development. As the funds were transferred from escrow into the company operating account in February 2008, scriptwriting began once the filing of the 10K was complete.

To that end, the shooting script has been researched and written. Keyword research and writing for the website has also been completed. The first draft of the manual is complete and is now being vetted.  Production of the DVD has begun and still captures are being created from the footage.  After that is complete, we will layout the manual and create a galley, author and duplicate the DVDs, print the manual, publish our website and create our initial television commercial.

OVERVIEW
 
Bibb Corporation was founded on the belief that we have a new way for the millions of marginally literate people to acquire and comprehend the complex information required to interact with government, businesses and the law. With the result that not being comfortable reading and understanding text no longer dooms one to dependence on others or withdrawal from legal and business intercourse. Our goal is to assist customers who want and need information that is easy to find, easy to use and easy to understand.
 
We intend to develop our business as an "information retailer", providing information in a simple, easy-to-use manner through multi-media applications. Our concept is intended to blur the lines between a number of business applications: publisher, video producer and Internet content provider.
 
Each of our products will be fully integrated combinations of video, audio and print supplemented by Internet information. Our information products are intended to be a solution in which one medium will complement and support the information provided by the other.
 
In a nutshell, we’ll offer a simple manual then support it with how-to videos that show and tell how to apply the information step-by-step and support it a second way with a website for updated information and answers to questions.
 
The video enhances the manual and provides a further level of comfort to the buyers. They feel more secure knowing they will be able to use and understand the manual as well as be able to accomplish what they need to do.
 
 
12

 
The website delivers added value. The website provides updated information that's been uncovered or released since the manual was printed as well as form letters to copy and paste or adapt. Customers can also review questions others have asked and read the answers to them or ask new questions.
 
As the video will rely on voice over to deliver the audio portion of the content, foreign language versions will be easy to do. We just strip off the old voice track and lay in a new one then replace the graphics and titles.
 
We do not intend to change our business activities or combine with or acquire any other company now or in the foreseeable future. If we are unable to complete our business plans and become profitable, we may decide that we cannot continue with our business operations as outlined in our original business plan because of a lack of financial resources and may be forced to seek other potential business opportunities that might be available; however, we have no plans or intentions to do so at this time or at any time in the future.
 
STRATEGY

One of the five best selling direct response television ads in recent years has been the Video Professor series which teaches computer use by video or interactive CD. It is a shining example of successfully selling information via direct response television.
 
We intend to follow the same course by using direct response television commercials to market our products. Selling prices will range between $19.95 and $24.95. As is the industry norm, we will initially run our direct response commercials in a few local markets. By testing different price points, offers and premiums, we will determine which combination works best and then continue to roll out the commercials in other markets. If the product sales are successful, we intend to follow with Spanish versions.
 
Our initial goal will be to establish our ‘brand name’ as a trusted source of reliable, simple and effective information products. We feel direct response television commercials will be an immediate way for us to establish credibility and brand awareness, as well as generate sales.
 
As game and other visual entertainment sites are popular with the marginally literate, once our brand has been established, sales commence and revenues are generated, we intend to set up a commission sales program for webmasters to increase web sales and drive consumers to our website.
 
Each medium (print, video and web) will cross promote the entire line of products. The non-password protected section of our website will promote and offer our products for sale online.  Each person entering the password protected section will be required to register and establish a password, creating a database for future marketing efforts.
 
In addition to marketing our products through television and our website, we intend to contact booksellers, video stores and other retailers to negotiate possible inclusion of our products in their offerings. As retail sales for direct response products currently run 10 to 1, (for every television sale, another 10 will be sold at the retail level) our television sales figures will provide significant leverage.
 
Once we have placement in store shelves, we intend to release other titles that don’t push the traditional direct response emotional hot buttons such as: filing taxes, buying or leasing a car, dealing with Medicare or an insurance company, going to small claims court, etc.
 
RESULTS OF OPERATIONS

As the company is in the process of producing its initial product, nothing has been sold or marketed.  As a consequence, there were no revenues.

EXPENSES

General and Administrative.

General and administrative expenses consist primarily of legal, accounting and other professional service fees. General and administrative expenses increased to $12,272 for the year ended December 31, 2008 from $6,039 for the year ended December 31, 2007.  The increase was due to the additional accounting and reporting requirements that come with being a public company.

INCOME TAXES

During the year ended December 31, 2008, the Company recorded an income tax benefit from continuing operations of $12,272. Adding that to the previous losses that have been carried forward gives the company a total income tax benefit of $34,623. As the company, expect losses for the rest of the year. The tax benefit will probably be used for the year 2009.
 
 
13

 
LIQUIDITY AND CAPITAL RESOURCES

On December 31st 2007, we successfully completed the offering of 1,000,000 shares, raising $30,000 in the process. The $30,000 was transferred to the company operating account in February 2008.

During the year ended December 31, 2008, the company had a net cash outflow of $12,272. The majority of the costs were for professional fees and bank charges as well as the costs associated with being a public company.

We have an accumulated deficit since inception of $34,623 and our auditors have expressed substantial doubt about our ability to continue as a going concern unless we are able to generate revenues.

The following table provides selected financial data about our Company for the year ended December 31, 2008 and for the year ended December 31, 2007.


                  Balance Sheet Data:                                                            
12/31/2008
12/31/2007
     
                 Cash in bank                                                 
 $                    18,347
 $                        1,169
                 Total assets                                           
 $                    18,347
 $                        1,169
                 Total liabilities                                               
 $                              -
 $                               -
                 Stockholders' equity                                                       
 $                    18,247
 $                      30,169
     
 
There is no guarantee we will be successful in completing our proposed business plans.
                
Management believes the Company’s funds are sufficient to provide for its short term projected needs for operations. However, the Company may decide to sell additional equity or increase its borrowings in order to fund increased product development or for other purposes.

We have never had any discussions with any possible acquisition candidate, nor have we any intention of doing so.

We do not expect to purchase any real estate and do not own any to sell.

We have no off-sheet balance arrangements or obligations or other interests that could affect finances or operations.
 
COSTS AND TIME TO COMPLETE PRODUCT DEVELOPMENT

Milestones attained:

1.  
Researched the information.
2.  
Wrote the manual, the video script and the website pages, performed keyword research.
3.  
Consulted with a lawyer regarding disclaimers and other legal protections.
4.  
Sent final drafts out for vetting.
5.  
Began production of the DVD and capturing still photos for manual.
 
 
14

 
In order to become fully operational and profitable, we will need to achieve each of the milestones outlined below:

Within 3 months, we expect to:

1.  
Create the illustrations and cover art.
2.  
Layout the manual and create a galley.
3.  
Author the DVD
4.  
Show DVD and manual galley to focus groups.

   Budget for this quarter is estimated to be $2,190

  Within 6 months, we expect to:

 
1:
Make revisions to DVD and manual
 
2.
Proof DVD and manual
 
3.
Create DVD duplication master and create DVDs
4.  
   Print manual
5.  
   Produce television commercial
 
6.
Complete website

   Budget for this quarter is estimated to be $11,491

   Within 9 months, we expect to:

 
1.
Begin testing commercial
 
2.
Analyze results
3.     
Tweak commercial
4.     
Continue testing

   Budget for this quarter is estimated to be $4,900
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not applicable; we are a smaller reporting company.
 
ITEM 8: FINANCIAL STATEMENTS

The information required by this item is incorporated herein by reference to the financial statements and financial statement schedules described under Item 15.
 
ITEM 9: CHANGES AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

ITEM 9A: CONTROLS AND PROCEDURES
 
OBJECTIVES:

Management is responsible for planning and performing internal audits of the company. Our objectives are to improve processes and controls.

Our specific areas of focus include:

·  
The effectiveness of internal control processes and systems.
·  
Compliance with laws, regulations and policies and procedures.
·  
The effectiveness and efficiency of management systems for achieving objectives while considering business risks.
·  
The reliability and security of computer operations.
 
 
15

 
Bibb Corporation’s disclosure controls and procedures aim to:
 
·  
        ensure timely collection and evaluation of information potentially subject to disclosure,
 
·  
        capture information that is relevant to the need to disclose developments and risks,
 
·  
        evolve with the business and
 
·  
        produce 34 Act reports that are timely, accurate and reliable.
 
LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS:
 
The Company's management does not expect that its Disclosure Controls or its 'internal controls and procedures for financial reporting' ("Internal Controls") will prevent all error and all fraud. Control systems, no matter how well conceived and managed, can provide only reasonable assurance that the objectives of the control system are met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.
 
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
 
CONCLUSIONS:
 
Based upon the Controls Evaluation, the President has concluded that, subject to the limitations noted above, the Disclosure Controls are effective to timely alert management to material information relating to the Company during the period when its periodic reports are being prepared.
 
In accordance with SEC requirements, the President notes that, since the date of the Controls Evaluation to the date of this Annual Report, there have been no significant changes in Internal Controls or in other factors that could significantly affect Internal Controls, including any corrective actions with regard to significant deficiencies and material weaknesses.
 
Within the 90 days prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This evaluation was done 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, summarized and processed timely. The principal executive officer is directly involved in the day-to-day operations of the Company.
 
 
PART III
 

ITEM 10: DIRECTOR. EXECUTIVE OFFICER AND CORPORATE GOVERNANCE.

Executive Officer - Judson W. Bibb                                
 
Judson Bibb has been the sole officer and director of Bibb Corporation since inception in July 2002. Since 1983, Mr. Bibb has been a self-employed freelance multi-media producer. His services include: producer, writer, director, cinematographer,  videographer, still photographer, audio and video editor, voiceover talent, marketer, ad designer and Internet search engine optimization. He graduated Cum Laude from the University of South Florida in 1980 with a B.A. Degree in Mass Communications-Film. Mr. Bibb devotes hi stim as required to the business of our Company.
 
 

 
16

 
 
ITEM 11: EXECUTIVE COMPENSATION.

Judson W. Bibb: Sole Executive Officer and Director

Annual and other compensation paid or accrued during the fiscal year ended December 31, 2008: None

Employment Agreement
 
The Company does not currently have employment agreements with Mr. Bibb
 
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 
The following shows those who own, beneficially, more than 5% of the outstanding shares of Common Stock of the Company as of February 28, 2009:
 
   Name and                                                             Amount and                                                 Percent
   Address of                                                                Nature of                                                     of
Beneficial Owner                                               Beneficial Ownership                                   Ownership
   ---------------                                                             --------------------                                           -------
Judson W. Bibb                                                     2,340,000 Shares  *                                         70%
5645 Coral Ridge Drive #171        
Coral Springs, FL 33076                                                             
 
*Shared voting and investment power.

 
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
 
The Company has not entered into transactions with its executive officer and director. No transactions are planned with the officer or any of the Company’s shareholders. If transactions are required, they will be based on fair market value, and on terms that are as favorable to the Company as could be achieved with unrelated third parties.
 
 
ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES.

Principal Accountants:
 
For years 2005, 2006
   
For years 2007, 2008
 
         
DeJoya Griffith and Company, LLC
   
Paula S. Morelli, CPA P.C
 
2580 Anthem Village Drive
   
21 Martha Street
 
Henderson, NV 89052 
   
Freeport, NY 11520
 
         
Audit Fees
   
Audit Fees
 
For year 2006:
 $    3,250
 
For year 2007:
 $    500.00
                2007:
 $    2,500
 
For year 2008:
 $ 7,438.00
         
Audit-Related Fees Audit-Related Fees
   
Audit-Related Fees Audit-Related Fees
 
For year 2006:      
 $            -
 
For year 2007:  
 $            -
                2007:
   
For year 2008:  
 $            -
         
Tax Fees            
   
Tax Fees
 
For year 2006:      
 $            -
 
For year 2007:   
 $            -
               2007:
 $            -
 
For year 2008:                      
 $            -
         
All Other Fees      
   
All Other Fees
 
For year 2006:     
 $            -
 
For year 2007:  
 $            -
                2007:
 $            -
 
For year 2008: 
 $            -
         


17

 
Because our Company was incorporated by one person, Judson Bibb, we only have one director at this time. As we progress in our business plans and add directors, an audit committee will be established. Until then, there are no formal pre-approval policies and procedures.

Nonetheless, the auditors engaged for these services are required to provide and uphold estimates for the cost of services to be rendered. The only services they provide are for audited statements only.  The auditors used were hired based on either a third party referral or independent research. As a result, they have no connection to the Company whatsoever other than that of independent contractor.

 
PART IV

ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) Documents filed as part of this report:

(1)  
Financial Statements

The Report of Independent Registered Public Accounting Firm and the Financial Statements listed in
the “Index to Consolidated Financial Statements” in Item 15 are filed as part of this report.

(2)  
Exhibits

The list of exhibits contained in the accompanying Index to Exhibits is
incorporated herein.

(b)    See (a)(2) above.

(c)    There are no financial statements required by Regulation S-X (17 CFR 210) which are or will be excluded from the annual report to shareholders by Rule 14a-3(b).













18




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INDEX TO FINANCIAL STATEMENTS
 

Financial Statements                                                                  
Page
   
Report of Independent Registered Public Accounting Firms
F-1
   
Balance Sheets as of December 31, 2008, 2007
F-2
   
Statements of Operations For the Years Ended December 31,
 
2008, 2007 and Comprehensive Operations since Inception
F-3
   
Statements of Stockholders’ Equity for the Years since Inception                                                                                                                                          
F-4
   
Statements of Cash Flows for the Years Ended December 31, 2008, 2007                                                                                                                                          
F-5
   
Notes to Financial Statements                                                                                                                                          
F-6
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
19

 
 
 
 
PAULA S. MORELLI, CPA P.C.
21 MARTHA STREET
FREEPORT, NY  11520
(516) 378-4258
 
 
 

 
REPORT OF INDEPENDENT REGISTERED AUDITOR

 
 
To the Director and Stockholders of
Bibb Corporation

 
 
I have audited the accompanying balance sheets of Bibb Corporation (the Company”) as of December 31, 2008 and 2007 and the related statements of operations, stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management.  My responsibility is to express an opinion on the financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audit provides a reasonable basis for my opinion.


In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bibb Corporation as of December 31, 2008 and 2007 and for the years then ended in conformity with accounting principles generally accepted in the United States.

The financial statements referred to above have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company’s present financial situation raises substantial doubt about its ability to continue as a going concern.  Management’s plans regarding this matter are also described in Note 1 as well as in note 7.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Paula S. Morelli
 
Paula S. Morelli, CPA
Freeport, New York
March 27, 2009
 
 
 
F-1

 
20

 

 
 

 
BIBB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS

       
 Audited
 
Audited
 
Audited
       
 As of
 
 As of
 
 As of
       
December 31, 2008
 
December 31, 2007
 
December 31, 2006
 ASSETS
         
                 
Current assets
         
 
Cash
                          $ 18,347
 
$29,264
 
                $1,258
 
 Common stock subscription receivable
   
                          905
   
   
Total current assets
             $18,347
 
 
                  $30,169
 
                $1,258
                 
Total assets
                     18,347
 
                     30,169
 
                   1,258
                 
 LIABILITIES AND STOCKHOLDERS' EQUITY
         
                 
Current liabilities
         
   
Total current liabilities
       
                                                  --
                 
   
Total liabilities
       
                                                 --
                 
Stockholders' equity
         
 
Common stock; $.001 par value; 25,000,000 shares
         
   
authorized, 3,340,000 shares issued and
         
   
outstanding as of Dec. 31, 2007 and Dec. 31, 2006
 3,340
 
                    2,340
 
                   2,340
 
Common Stock; $.001 par value,
         
   
1,000,000 shares issued at $.03 per share.
         
 
Additional paid-in capital
                  $49,601
 
                  $20,180
 
               $15,230
 
Accumulated deficit
(34,623)
 
                    (22,351)
 
               (16,312)
   
Total stockholders' equity
                  $18,347
 
                        $169
 
                                             $1,258
                 
   
Total liabilities and stockholders' equity
                  $18,347
 
                        $169
 
                 $1,258

 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
F-2
 
 
21


 
BIBB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS

 
               
Audited
       
Audited
 
Audited
 
From July 22, 2002
       
January 1, 2008
 
January 1 ,2007
 
(Date of Inception)
       
through
 
through
through
       
December 31, 2008
 
December 31. 2007
 
December 31, 2008
                 
Revenue
 
 $                     -
 
 $                   -  
 
 $                   -
Cost of goods sold
 
-
 
  -
 
-
 
Gross profit
 
  $                     -
 
  $                     =
 
           $                   -
                 
Operating expenses
           
 
Professional fees
         
                             -
 
General and administrative
 
 $           12,272
 
 $             6,039
 
$               34,623
                 
   
Total operating expenses
 
 $           12,272
 
 $             6,039
 
$               34,623
                 
   
Loss from operations
 
            (12,272)
 
               (6,039)
 
                   (34,623)
                 
   
Loss before provision for income taxes
 
            (12,272)
 
               (6,039)
 
                   (34,623)
                 
Provision for income taxes
           
                 
Net loss
 
            (12,272)
 
               (6,039)
 
                   (34,623)
                 
                 
Basic and diluted loss per common share
 
(0.00)
 
 (0.00)
 
                            (0.00)
                 
Basic and diluted weighted average
           
 
common shares outstanding
 
2,973,333
 
         2,340,000
 
                2,776,481
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-3
 
 
22

 
 
 
BIBB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF SHAREHOLDERS EQUITY

           
 Additional
 
 Accumulated
 
 Total
   
  Common Stock
 
 Paid-in
 
 Deficit During
 
 Stockholders'
   
 Shares
 
 Amount
 
Capital
 
 Development Stage
 
Equity
Balance at July 22, 2002 (Date of inception)
 
0
 
0
 
0
 
0
 
0
                     
Issuance of stock for cash, $0.001
 
100,000
 
100
 
0
 
0
 
100
                     
Issuance of stock for cash, $0.001
 
215,000
 
215
         
215
                     
Issuance of stock for cash, $0.001
 
25,000
 
25
         
25
                     
Issuance of stock for cash, $0.001
 
2,000,000
 
2,000
 
4,000
     
6,000
                     
Net loss
 
0
 
0
 
0
 
(846)
 
(846)
                     
Balance, December 31, 2002
 
2,340,000
 
2,340
 
4,000
 
(846)
 
5,494
                     
Net loss
 
0
 
0
 
0
 
(1,807)
 
(1,807)
                     
Balance, December 31, 2003
 
2,340,000
 
2,340
 
4,000
 
(2,653)
 
3,687
                     
Net loss
             
(3,365)
 
(3,365)
                     
Balance, December 31, 2004
 
2,340,000
 
2,340
 
4,000
 
(6,018)
 
322
                     
Capital contribution
 
0
 
0
 
6,439
 
0
 
6,439
                     
Net loss
 
0
 
0
 
0
 
(6,418)
 
(6,418)
                     
Balance, December 31, 2005
 
2,340,000
 
2,340
 
10,439
 
(12,436)
 
343
                     
Capital contribution
 
0
 
0
 
4,791
 
0
 
4,791
                     
Net loss
 
0
 
0
 
0
 
(3,876)
 
(3,876)
                     
Balance, December 31, 2006
 
2,340,000
 
2,340
 
15,230
 
(16,312)
 
1,258
                     
Capital contribution
 
0
 
0
 
4,950
 
0
 
4,950
                     
Net loss
 
0
 
0
 
0
 
(6,039)
 
(6,039)
                     
Balance, December 31, 2007
 
2,340,000
 
2,340
 
20,180
 
(22,351)
 
169
                     
Issuance $.001 par value stock for $.03 per share
1,000,000
 
1,000
 
29,000
     
30,000
                     
Capital contribution
 
0
 
0
 
450
 
0
 
450
                     
Net loss
 
0
 
0
 
0
 
(12,272)
 
(12,272)
                     
Balance, December 31, 2008
 
3,340,000
 
3,340
 
49,630
 
(34,623)
 
18,347
 
 
The accompanying notes are an integral part of these financial statements.
 
F-4


23



BIBB CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

                   
 Audited
 
           
 Audited
 Audited
 
 From July 22, 2002
 
           
 January 1, 2008
January 1, 2007
 
 (Date of Inception)
 
           
 though
 
       through
through
 
           
December 31. 2008
December 31. 2007
 
December 31. 2008
 
Cash flows from operating activities:
             
 
Net loss
 
                   (12,272)
 
                       6,039
 
                    (34,623)
 
 
Adjustments to reconcile net loss to
         
                             -
 
 
 net cash used by operating activities:
         
                             -
 
 
Changes in operating assets and liabilities:
         
                             -
 
                   
                             -
 
     
Net cash used by operating activities
 
                   (12,272)
 
                     (6,039)
 
                    (34,623)
 
                       
Cash flows from investing activities:
             
 
Purchase of property and equipment
         
                             -
 
     
Net cash used by investing activities
         
                             -
 
                       
Cash flows from financing activities:
             
 
Common stock subscriptions received
 
                     30,000
     
                     30,000
 
 
Loans from officer
 
                          450
 
                       4,950
 
                     22,970
 
     
Net cash provided by financing activities
 
                     30,450
 
                       4,950
 
                     52,970
 
                       
Net increase in cash
 
                     18,178
 
                     (1,089)
 
                     20,207
 
                       
Cash, beginning of period
 
                          169
 
                       1,258
 
                             -
 
                       
Cash, end of period
 
                     18,347
 
                          169
 
                     18,347
 


 
 
 
The accompanying notes are an integral part of these financial statements.
 
F-5
 
 
24



 
BIBB CORPORATION
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 2008

 
1 .  DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
 
Description of business and history – Bibb Corporation, a Nevada corporation, (hereinafter referred to as the “Company” or “Bibb Corp.”) was incorporated in the State of Nevada on July 22, 2002.  The company plans to be in the business of multi-media publishing and marketing.  The Company operations have been limited to general administrative operations and is considered a development stage company in accordance with Statement of Financial Accounting Standards No. 7.
 
Management of Company – The company filed its articles of incorporation with the Nevada Secretary of State on July 22, 2002, indicating Dean Patel as the incorporator.

The company filed its annual list of officers and directors with the Nevada Secretary of State on September 10 2002 indicating its President, Secretary, Treasurer and Director is Judson Bibb. He remains in those positions as of this filing.

Going concern – The Company incurred net losses of approximately $34,623 from the period of July 22, 2002 (Date of Inception) through December 31, 2008 and has begun production but not sales. Consequently, it is still in the development stage, raising substantial doubt about the Company’s ability to continue as a going concern.  The Company may seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.
 
The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
Year end – The Company’s year end is December 31.
 
Income taxes – The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards.  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.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.
 
Management believes the Company will have a net operating loss carryover to be used for future years.  Such losses may not be fully deductible due to the significant amounts of non-cash service costs.  The Company has established a valuation allowance for the full tax benefit of the operating loss carryovers due to the uncertainty regarding realization.
 
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.
 
Net loss per common share – The Company computes net loss per share in accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98).  Under the provisions of SFAS 128 and SAB 98, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period.  The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.  For the period from July 22, 2002 (Date of Inception) through December 31, 2008, no options and warrants were excluded from the computation of diluted earnings per share because their effect would be anti-dilutive.

Concentration of risk – A significant amount of the Company’s assets and resources are dependent on the financial support (inclusive of free rent) of Judson Bibb.  Should he determine to no longer finance the operations of the company, it may be unlikely for the company to continue.

Revenue recognition – The Company has no revenues to date from its operations.
 
F-6
 
25

 
 
BIBB CORPORATION
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
 
 
 
1a.   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)
 
Advertising costs –The Company has recorded no advertising costs for the period from January 1, 2008  through December 31, 2008.

Legal Procedures – The Company is not aware of, nor is it involved in any pending legal proceedings.
 

2.
PROPERTY AND EQUIPMENT
 
As of December 31, 2008, the Company does not own any property and/or equipment.

3.
STOCKHOLDER’S EQUITY

The Company has 3,340,000 shares authorized and 3,340,000 issued and outstanding as of December 31, 2008.
 
The issued and outstanding shares were issued as follows:

100,000 common shares were issued to Judson Bibb on August 19, 2002 for the sum of $100 in cash.

215,000 common shares were issued to Judson Bibb on September 5, 2002 for the sum of $215 in cash.

25,000 common shares were issued to Judson Bibb on October 31, 2002 for the sum of $25 in cash.

2,000,000 common shares were issued to Judson Bibb on December 20, 2002 for the sum of $6,000 in cash.

1,000,000 common shares were issued to 25 shareholders on February 5, 2008 for the sum of $30,000 in cash.

 
4.    RELATED PARTY TRANSACTIONS

The Company currently uses the home of  Judson Bibb, an officer and director of the Company, on a rent-free basis for administrative purposes and in the future will use it for storage purposes as well.  There is no written lease agreement or other material terms or arrangements relating to said arrangement.

 
In 2006, 2007 and 2008, Judson Bibb made capital contributions to the Company totaling $4,791, $4,950 and $450 respectively.  As of December 31, 2008, his total capital contributions equal $20,630.


5.    STOCK OPTIONS

As of December 31, 2008, the Company does not have any stock options outstanding, nor does it have any written or verbal agreements for the issuance or distribution of stock options at any point in the future.

6.
LITIGATION

As of December 31, 2008, the Company is not aware of any current or pending litigation which may affect the Company’s operations.
 
 
F-7
 
 
26

 

 
SIGNATURES

 
Pursuant to the requirements of Section 13 or 15(d) 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.
 
BIBB CORPORATION
 
By: /s/ Judson W. Bibb
Judson W. Bibb, President
 
Dated: March 24, 2009
 
Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
BIBB CORPORATION
/s/ Judson W Bibb, President,
 
March 24, 2009





INDEX TO EXHIBITS

Exhibit No.               Exhibit

23                              Consent of Independent Registered Public Accounting Firm
31.1                           Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1                           Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
 
 
 
 
 
 
 

 
27