Attached files
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| EX-31.1 - EXHIBIT 31.1 - PB Capital International, Inc | pbci10q103110ex31_1.htm |
| EX-32.1 - EXHIBIT 32.1 - PB Capital International, Inc | pbci10q103110ex32_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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x
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended October 31, 2010
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¨
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TRANSITION REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____to _____
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Commission File No. 000-53768
PB CAPITAL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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26-0632925
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(State or other jurisdiction of
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(IRS Employer
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incorporation or organization)
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Identification No.)
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319 Clematis Street, Suite 703
West Palm Beach, FL. 33401
(Address of principal executive offices) (Zip code)
(561) 514-9042
(Registrant's telephone number including area code)
(Former name, address and fiscal year)
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, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by a check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting companyx
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
Number of shares of common stock outstanding at December 10, 2010: 2,125,000
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Page
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PART I
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Item 1.
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Financial Statements
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3
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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10
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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10
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Item 4T
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Controls and Procedures
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11
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PART II
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Item 1.
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Legal Proceedings
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12
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Item 1A.
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Risk Factors
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12
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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12
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Item 3.
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Defaults Upon Senior Securities
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12
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Item 4.
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Submission of Matters to a Vote of Security Holders
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12
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Item 5.
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Other Information
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12
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Item 6.
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Exhibits
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12
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SIGNATURES
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13
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2
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PB CAPITAL INTERNATIONAL, INC.
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(A DEVELOPMENTAL STAGE COMPANY)
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UNAUDITED BALANCE SHEETS
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October 31, 2010
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July 31, 2010
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Current Assets
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Cash
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$ | 10 | $ | 10 | ||||
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Total current assets
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10 | 10 | ||||||
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Total assets
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$ | 10 | $ | 10 | ||||
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LIABILITIES AND SHAREHOLDERS' DEFICIT
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Current liabilities:
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Accounts payable and accrued expenses
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3,279 | 2,779 | ||||||
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Total current liabilities
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3,279 | 2,779 | ||||||
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Total liabilities
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3,279 | 2,779 | ||||||
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Shareholders’ deficit:
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Preferred stock, $.0001 par value; 20,000,000 shares authorized,
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none issued and outstanding
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— | |||||||
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Common stock, $.0001 par value, 250,000,00 shares authorized;
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2,125,000 issued and outstanding
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212 | 212 | ||||||
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Additional paid in capital
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1,238 | 1,238 | ||||||
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Deficit accumulated during development stage
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(4,719 | ) | (4,219 | ) | ||||
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Total shareholders' deficit
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(3,269 | ) | (2,769 | ) | ||||
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Total liabilities and shareholders' deficit
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$ | 10 | $ | 10 | ||||
See accompanying notes to financial statements.
3
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PB CAPITAL INTERNATIONAL, INC.
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(A DEVELOPMENTAL STAGE COMPANY)
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STATEMENT OF OPERATIONS (UNAUDITED)
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| FROM JULY 27, 2009 (INCEPTION) TO OCTOBER 31, 2010 | ||||||||||||
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Period from July
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27, 2009 (inception)
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Three Months Ended
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Three Months Ended
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to October 31,
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October 31, 2010
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October 31, 2009
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2010
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REVENUES
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$ | — | $ | — | $ | — | ||||||
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EXPENSES
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General and administrative
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500 | 2,500 | 4,719 | |||||||||
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Interest expense
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NET LOSS
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(500 | ) | (2,500 | ) | $ | (4,719 | ) | |||||
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NET LOSS PER SHARE:
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BASIC AND DILUTED
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$ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
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WEIGHTED AVERAGE SHARES OUTSTANDING:
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BASIC AND DILUTED
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2,125,000 | 2,111,264 | 2,120,933 | |||||||||
See accompanying notes to financial statements.
4
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PB CAPITAL INTERNATIONAL, INC
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(A DEVELOPMENTAL STAGE COMPANY)
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STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT (UNAUDITED)
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FROM JULY 27, 2009 (inception) THROUGH OCTOBER 31, 2010
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Deficit
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Additional
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During
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Common stock
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paid-in
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Development
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Total | |||||||||||||||||
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Shares
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Amount
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capital
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Stage
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deficit
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July 28, 2009 (inception) shares issued for cash
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2,000,000 | $ | 200 | $ | - | $ | - | $ | 200 | |||||||||||
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Net loss for the period ending July 31, 2009
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- | (219 | ) | (219 | ) | |||||||||||||||
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Balances, July 31, 2009
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2,000,000 | 200 | - | (219 | ) | (19 | ) | |||||||||||||
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Issuance of common stock from private placement
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125,000 | 12 | 1,238 | 1,250 | ||||||||||||||||
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Net loss for the period ending July 31, 2010
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(4,000 | ) | (4,000 | ) | ||||||||||||||||
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Balances April 30, 2010
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2,125,000 | 212 | 1,238 | (4,219 | ) | (2,769 | ) | |||||||||||||
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Net loss for the period ending October 31, 2010
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(500 | ) | (500 | ) | ||||||||||||||||
| 2,125,000 | $ | 212 | $ | 1,238 | $ | (4,719 | ) | $ | (3,269 | ) | ||||||||||
See accompanying notes to financial statements.
5
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PB CAPITAL INTERNATIONAL, INC
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(A DEVELOPMENTAL STAGE COMPANY)
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STATEMENT OF CASH FLOWS (unaudited)
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THREE MONTHS ENDED OCTOBER 31, 2010 and 2009
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FROM JULY 27, 2009 (INCEPTION) THROUGH OCTOBER 31, 2010
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Period from
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Three
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Three
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July 27,2009
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Months Ended
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Months Ended
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(inception) to
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October 31, 2010
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October 31, 2009
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October 31, 2010
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Cash flows from operating activities:
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Net loss
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$ | (500 | ) | $ | (2,500 | ) | $ | (4,719 | ) | |||
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Adjustments to reconcile net income (loss) to net cash used in operating
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activities:
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Change in operating assets and liabilities:
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Increase in accounts payable and accrued expenses
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500 | 1,060 | 3,279 | |||||||||
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Net cash used in operating activities
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- | (1,440 | ) | (1,440 | ) | |||||||
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Cash flows from investing activities:
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- | |||||||||||
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Net cash used in investing activities
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- | - | - | |||||||||
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Cash flows from financing activities:
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Proceeds from sale of common stock
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- | 1,250 | 1,450 | |||||||||
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Net cash provided by financing activities
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- | 1,250 | 1,450 | |||||||||
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Net increase in cash and cash equivalents
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- | (190 | ) | 10 | ||||||||
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Cash and cash equivalents, beginning of period
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10 | 200 | - | |||||||||
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Cash and cash equivalents, end of period
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$ | 10 | $ | 10 | $ | 10 | ||||||
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Supplemental disclosures of cash flow information:
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Cash paid during the year for interest
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$ | - | $ | - | $ | - | ||||||
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Cash paid during the year for taxes
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$ | - | $ | - | $ | - | ||||||
See accompanying notes to financial statements.
6
PB Capital International, Inc.
(A Developmental Stage Company)
Notes to Financial Statements
For the Three Months Ended October 31, 2010
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
PB Capital International, Inc. (the “Company”) was incorporated under the laws of the State of Delaware on July 27, 2009 and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - Development Stage Company
The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company” as set forth by the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic No. 915. Among the disclosures required are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.
Accounting Method
The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on July 31.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.
Cash Equivalents
The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.
Income Taxes
Income taxes are provided in accordance with ASC Topic No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. There were no current or deferred income tax expenses or benefits due to the Company not having any material operations for the period ended October 31, 2010.
7
PB Capital International, Inc.
(A Developmental Stage Company)
Notes to Financial Statements
For the Three Months Ended October 31, 2010
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Basic Earnings (Loss) per Share
The Company follows the provisions of ASC Topic 260, Earnings Per Share, requireing the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted these provisions effective July 27, 2009 (inception).
Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.
STOCK-BASED COMPENSATION
The Company recognizes the services received or goods acquired in a share-based payment transaction as services are received or when it obtains the goods as an increase in equity or a liability, depending on whether the instruments granted satisfy the equity or liability classification criteria [FAS-123(R), par.5].
A share-based payment transaction with employees is measured base on the fair value (or, in some cases, a calculated or intrinsic value) of the equity instrument issued. If the fair value of goods or services received in a share- based payment with non-employees is more reliably measurable than the fair value of the equity instrument issued, the fair value of the goods or services received shall be used to measure the transaction. Conversely, if the fair value of the equity instruments issued in a share-based payment transaction with non-employees is more reliably measurable than the fair value of the
consideration received, the transaction is measured at the fair value of the equity instruments issued [FAS-123(R), par.7].
The cost of services received from employees in exchange for awards of share- based compensation generally is measured at the fair value of the equity instruments issued or at the fair value of the liabilities incurred. The fair value of the liabilities incurred in share-based transactions with employees is remeasured at the end of each reporting period until settlement [FAS-123(R),par.10].
Share-based payments awarded to an employee of the reporting entity by a related party or other holder of an economic interest in the entity as compensation for services provided to the entity are share-based transactions to be accounted for under FAS-123(R) unless the transfer is clearly for a purpose other than compensation for services to the reporting entity. The substance of such a transaction is that the economic interest holder makes a capital contribution to the reporting entity and that entity makes a share- based payment to its employee in exchange for services rendered [FAS-123(R), par.11].
Impact of New Accounting Standards
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.
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PB Capital International, Inc.
(A Developmental Stage Company)
Notes to Financial Statements
For the Three Months Ended October 31, 2010
NOTE 3. GOING CONCERN
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.
NOTE 4. STOCKHOLDER’S EQUITY
Upon formation, the Board of Directors issued 2,000,000 shares of common stock for $200 or $0.0001 (the par value) per share to the founding shareholders of the Company to fund organizational and start-up costs.
In August 2009, the Company sold 125,000 shares of its common stock in a private placement for $1,250 or $0.01 per share.
The stockholders’ equity section of the Company contains the following classes of capital stock as of October 31, 2010:
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•
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Common stock, $ 0.0001 par value: 250,000,000 shares authorized; 2,125,000 shares issued and outstanding
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•
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Preferred stock, $ 0.0001 par value: 20,000,000 shares authorized; none issued and outstanding.
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9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the "business combination"). In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.
The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.
In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.
It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance.
The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
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ITEM 4T. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company's principal executive officer (who is also the principal financial officer).
Based upon that evaluation, he believes that the Company's disclosure controls and procedures are effective in gathering; analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely. The principal executive officer is directly involved in the day-to-day operations of the Company.
This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
11
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.
ITEM 1.A. RISK FACTORS
Refer to our “Risk Factors” in our Registration Statement on Form 10-12G/A filed October 2, 2009 (SEC File Number 000-53768) on the website at www.sec.gov
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
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
(a) Exhibits
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31.1
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Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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PB CAPITAL INTERNATIONAL, INC.
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By: /s/ Henry Fong
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Principal Executive Officer and
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Principal Financial Officer
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Dated: December 10, 2010
13