COOL TECHNOLOGIES, INC. - Annual Report: 2008 (Form 10-K)
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.
1
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
|
2
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.
3
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.
4
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.
5
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.
6
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.
7
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.
8
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.
9
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.
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.
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
\
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