ENTEST GROUP, INC. - Quarter Report: 2009 May (Form 10-Q)
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended May 31, 2009
[ ] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
transition period from
Commission
File No. 333-154989
JB
CLOTHING CORPORATION
(Exact
name of small business issuer as specified in its charter)
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Nevada
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26-3431263
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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4700
Spring Street, St 203, La Mesa California, 91941
(Address
of Principal Executive Offices)
47 Fountainhead Circle, Henderson,
Nevada 89052
(Former Address)
619
702 1404
(Issuer’s
telephone number)
None
(Former
name, address and fiscal year, if changed since last report)
Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
[X] No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act.
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[
] Large accelerated filer
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[
] Accelerated filer
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[
] Non-accelerated filer
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[X] Smaller
reporting company
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APPLICABLE
ONLY TO CORPORATE ISSUERS:
As
of July 1, 2009 14,000,000 shares of common stock
were issued and outstanding.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes [X] No
[ ]
Transitional
Small Business Disclosure Format (Check One) Yes
[ ] No [X]
PART I – FINANCIAL INFORMATION
Item 1. Financial Information
BASIS
OF PRESENTATION
The
accompanying reviewed financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-Q and item 310 under subpart A of Regulation
S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting only of normal occurring accruals) considered necessary in order to
make the financial statements not misleading, have been
included. Operating results from inception (September 24, 2008) and
six months ended May 31, 2009 are not necessarily indicative of results that may
be expected for the year ending August 31, 2009. The financial
statements are presented on the accrual basis.
2
FINANCIAL
STATEMENTS
JB
CLOTHING CORPORATION
Table
of Contents
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PAGE
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F-1
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F-2
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F-3
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F-4
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3
(A Development Stage Company)
Balance sheets
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(unaudited)
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||||||||
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ASSETS
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May
31, 2009
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September
30, 2008
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||||||
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Current
assets:
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||||||||
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Cash
and cash equivalents
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$ | 34,483 | $ | 5,175 | ||||
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Total
current assets
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34,483 | 5,175 | ||||||
| $ | 34,483 | $ | 5,175 | |||||
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LIABILITIES
AND STOCKHOLDERS' EQUITY
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||||||||
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Current
liabilities:
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||||||||
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Advance
from shareholder
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$ | 2,400 | $ | 500 | ||||
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Total
current liabilities
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2,400 | 500 | ||||||
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Commitments
and contingencies
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- | - | ||||||
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Stockholders'
equity
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||||||||
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Preferred
stock; $.001 par value, 5,000,000 shares
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||||||||
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authorized,
zero shares issued and outstanding
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- | - | ||||||
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Common
stock; $.001 par value, 70,000,000 shares authorized;
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14,000,000
and 10,000,000 shares issued and outstanding
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14,000 | 10,000 | ||||||
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Additional
paid in capital
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31,730 | - | ||||||
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Deficit
accumulated during development stage
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(13,647 | ) | (5,325 | ) | ||||
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Total
stockholders' equity
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32,083 | 4,675 | ||||||
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Total
liabilities and stockholders' equity
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$ | 34,483 | $ | 5,175 | ||||
The
accompanying notes are an integral part of the financial statements
F-1
4
(A Development Stage Company)
Statements of operations
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(Unaudited)
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(Unaudited)
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(Unaudited)
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September
24, 2008
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For
the three
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For
the six
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(Inception)
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months
ended
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months
ended
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through
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May
31, 2009
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May
31, 2009
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May
31, 2009
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Revenues
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$ | - | $ | - | $ | - | ||||||
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Operating
expenses
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General
and administrative
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3,130 | 5,836 | 13,647 | |||||||||
| 3,130 | 5,836 | 13,647 | ||||||||||
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(Loss)
from operations
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(3,130 | ) | (5,836 | ) | (13,647 | ) | ||||||
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Other
income (expense)
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Interest
income
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- | - | - | |||||||||
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Interest
expense
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- | - | - | |||||||||
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Loss
before income taxes
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(3,130 | ) | (5,836 | ) | (13,647 | ) | ||||||
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Income
tax benefit (provision)
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- | - | - | |||||||||
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Net
(loss)
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$ | (3,130 | ) | $ | (5,836 | ) | $ | (13,647 | ) | |||
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Basic
and diluted loss per common share
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$ | (0.000 | ) | $ | (0.000 | ) | ||||||
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Basic
and diluted weighted average common shares outstanding
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14,000,000 | 14,000,000 | ||||||||||
The
accompanying notes are an integral part of the financial statements
F-2
5
(A
Development Stage Company)
Statements of cash flows
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(unaudited)
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(Unaudited)
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September
24, 2008
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For
the six
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(Inception)
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months
ended
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through
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May
31, 2009
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May
31, 2009
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Cash
flows from operating activities:
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Net
loss
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$ | (5,836 | ) | $ | (13,647 | ) | ||
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Adjustments
to reconcile net loss to
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net
cash used in operating activities:
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Stock
issued for services
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- | 5,000 | ||||||
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Net
cash (used in) operating activities
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(5,836 | ) | (8,647 | ) | ||||
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Cash
flows from financing activities:
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Advance
from shareholder
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1,900 | 2,400 | ||||||
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Net
proceeds from issuance of common stock
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35,730 | 40,730 | ||||||
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Net
cash provided by financing activities
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37,630 | 43,130 | ||||||
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Net
change in cash
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31,794 | 34,483 | ||||||
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Cash,
beginning of period
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2,689 | - | ||||||
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Cash,
ending of period
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$ | 34,483 | $ | 34,483 | ||||
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Non
Cash Investing and Financing Activities:
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Issuance
of Common Stock for Services
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$ | - | $ | 5,000 | ||||
The
accompanying notes are an integral part of the financial statements
F-3
6
JB
CLOTHING CORPORATION
(A
Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Note
1. Condensed Financial Statements
The
accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations, and cash flows at May 31, 2009, and for all
periods presented herein, have been made.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company’s September
30, 2008 audited financial statements. The results of operations for
the periods ended May 31, 2009 are not necessarily indicative of the operating
results for the full years.
The
Company's fiscal year end is August 31.
Note
2. Going Concern
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business. The
Company incurred net losses of approximately $13,600 from the period of
September 24, 2008 (Date of Inception) to May 31, 2009 and has not commenced its
operations, rather, still in the development stages, raising substantial doubt
about the Company’s ability to continue as a going concern. The
Company will 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.
Note
3. Stockholders’ equity
The
Company's articles of incorporation provide for the authorization of seventy
million (70,000,000) shares of common stock and five million (5,000,000) shares
of preferred stock with par values of $0.001. Common stock holders have all the
rights and obligations that normally pertain to stockholders of Nevada
corporations. As of May 31, 2009 the Company had 10,000,000 shares of
common stock issued and outstanding. The Company has not issued any
shares of preferred stock.
On
September 24, 2008, the Company issued 5,000,000 shares of common stock at
$0.001 par value to Rick Plote, the Company’s president and shareholder for
services provided valued at $5,000.
On
September 24, 2008, the Company issued 5,000,000 shares of common stock at
$0.001 par value to Rick Plote, the Company’s president and shareholder for
capital investment totaling $5,000.
On
November 4, 2008, The Company initiated a filing of Registration Statement with
the Securities and Exchange Commission, on Form S-1 to register for the sale of
4,000,000 shares of common stock to investors at $0.01 per share. As of
February 28, 2009, all shares of common stock subscriptions have been received
from 24 investors, raising $35,730 in proceeds, net of $4,270 of offering
costs.
F-4
7
Note
4. Related party transactions
The
Company issued 5,000,000 shares of common stock to its president/ shareholder
for service provided valued at $5,000.
The
Company issued 5,000,000 shares of common stock to its president/ shareholder
for equity investment valued at $5,000.
Advance
from president/ shareholder was $2,400 as of May 31, 2009.
Note
5. Subsequent Events
Under the
terms of the Stock Purchase Agreement, on June 19, 2009 Rick
Plote resigned as Director, President, Chief Executive Officer,
Secretary, Chief Financial Officer, Principle Accounting Officer of JB Clothing
Corporation (“JBCC”) .
On June
19, 2009 the Board of Directors of JBCC elected David R. Koos, 51, as sole
Director of JBCC and appointed Mr. Koos President, Chief Executive Officer,
Secretary, Chief Financial Officer, Principle Accounting Officer of
JBCC.
Dr. Koos
has served as Chairman, CEO, President, Secretary, and Acting CFO of
the Seller since June 19, 2006, and as Chairman CEO, President,
Secretary, and Acting CFO of the Subsidiary since August 22, 2008.
F-5
8
Item 2. Management’s Discussion and Analysis of Financial Conditions
and Results of Operations
Plan of
Operation
On
December 3, 2008 we received approval from the Securities and Exchange
Commission of our Registration Statement on Form S-1 wherein we registered
4,000,000 shares of our $.001 common stock in order to raise $40,000.00 as our
initial capital prior to filing an application with the NASD on Form 211 to be
listed on a public exchange
Results of
Operation
The
Company did not have any operating income from inception (September 24, 2008)
through May 31, 2009. For the period from inception, September 24, 2008 through
the quarter ended May 31, 2009, the registrant recognized a net loss of $13,647.
Some general and administrative expenses during the year were accrued. Expenses
for the year were comprised of costs mainly associated with legal, accounting
and office.
Liquidity and Capital
Resource
At May 31, 2009 the Company had no capital
resources and will rely upon
the issuance of common stock and additional capital contributions from
shareholders to fund administrative expenses pending
full implementation of the Company’s business model.
Critical Accounting
Policies
JB
Clothing Corporation’s financial statements and related public financial
information are based on the application of accounting principles generally
accepted in the United States (“GAAP”). GAAP requires the use of estimates;
assumptions, judgments and subjective interpretations of accounting principles
that have an impact on the assets, liabilities, and revenue and expense amounts
reported. These estimates can also affect supplemental information contained in
our external disclosures including information regarding contingencies, risk and
financial condition. We believe our use if estimates and underlying
accounting assumptions adhere to GAAP and are consistently and conservatively
applied. We base our estimates on historical experience and on various other
assumptions that we believe to be reasonable under the circumstances. Actual
results may differ materially from these estimates under different assumptions
or conditions. We continue to monitor significant estimates made during the
preparation of our financial statements.
9
Our
significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact
its financial condition and results of operations, JB Clothing Corporations’
views certain of these policies as critical. Policies determined to be critical
are those policies that have the most significant impact on the Company’s
consolidated financial statements and require management to use a greater degree
of judgment and estimates. Actual results may differ from those estimates. Our
management believes that given current facts and circumstances, it is unlikely
that applying any other reasonable judgments or estimate methodologies would
cause effect on our consolidated results of operations, financial position or
liquidity for the periods presented in this report.
Item 4. Controls and Procedures
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(a)
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Evaluation
of disclosure controls and
procedures.
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Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting for the Company. Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under
the Securities Exchange Act of 1934 (Exchange Act) as a process designed by or
under the supervision of, our principal executive and principal financial
officers and effected by our Board of Directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and
procedures that:
Pertain
to the maintenance of records that is in reasonable detail accurately and fairly
reflect the transactions and dispositions of our assets
Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of our management
and directors: and
Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company’s assets that could have a
material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
10
Management
assessed the effectiveness of the Company’s Internal Control over financial
reporting as of May 31, 2009. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in this Internal Control-Integrated Framework.
Based on
our assessment, we believe that, as of May 31, 2009 our internal controls over
financial reporting were not effective.
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) that are designed to ensure that information
required to be disclosed in the reports we file or submit under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to our management, including our chief executive officer and
chief financial officer, as appropriate to allow timely decisions regarding
disclosure. In designing and evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
Our
management, with the participation of our chief executive officer and chief
financial officer, has evaluated the effectiveness of our disclosure controls
and procedures as of May 31, 2009. Based on their evaluation, our
chief executive officer and chief financial officer have concluded that, as of
May 31, 2009, our disclosure controls and procedures were not
effective.
(b) Changes in internal
controls.
There
have not been any changes in the Company’s internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the quarter ended May 31, 2009 that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities.
None
11
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security
Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification pursuant to Section
302 of Sarbanes Oxley Act of 2002
32.1 Certification pursuant to Section
906 of Sarbanes Oxley Act of 2002
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(b)
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Reports
on Form 8-K
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No reports on Form 8-K were filed
during the quarter ended May 31, 2009.
12
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
JB
CLOTHING CORPORATION
Date:
July 8, 2009
/s/ David
Koos
David
Koos
President,
Chief Executive Officer,
Secretary,
Chief Financial Officer,
Director
13