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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 March 31, 2012

or
o Transition Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934

Commission file number: 000-52678

NB MANUFACTURING, INC.
 (Exact name of registrant as specified in its charter)
 
Nevada
 
20-0853320
 (State of incorporation)
 
 (I.R.S. Employer Identification Number)
                               
3410 W. Glendale Ave, Suite D
Phoenix, AZ 85051
(Address of principal executive offices)
 
(602) 738-5876
 (Issuer’s telephone number)

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such file).
 
YES o           NO o

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
o
       Accelerated filer
o
       Non-accelerated filer
o
       Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
YES x           NO o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  As of May 9, 2012 the Company had 11,200,224 shares of its $0.0001 par value common stock issued and outstanding.
 
 


 

 

Table of Contents

   
Page No.
 
PART I – FINANCIAL INFORMATION
     
         
Item 1.
Financial Statements
     
         
 
March 31, 2012 (unaudited) and December 31, 2011
    1  
           
 
Three Months Ended March 31, 2012 and 2011 and from September 19, 2001 (date of inception) through March 31, 2012 (unaudited)
    2  
           
 
Three Months Ended March 31, 2012 and 2011 and from September 19, 2001 (date of inception) through March 31, 2012 (unaudited)
    3  
           
      4  
           
Item 2.
    8  
           
Item 3.
    9  
           
Item 4.
    10  
           
PART II – OTHER INFORMATION
       
           
Item 1.
    11  
           
Item 2.
    11  
           
Item 3.
    11  
           
Item 4.
    11  
           
Item 5.
    11  
           
Item 6.
    11  
 
 
-i-

 

Part I
FINANCIAL INFORMATION

Item 1 – CONDENSED INTERIM FINANCIAL STATEMENTS

NB MANUFACTURING, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS

   
March 31,
2012
   
December 31,
2011
 
   
(unaudited)
   
(audited)
 
ASSETS
           
Current assets:
           
Cash
 
$
-
   
$
-
 
   Total current assets
           
-
 
         Total assets
 
$
-
   
$
-
 
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
               
Accounts payable
 
$
5,000
   
$
-
 
Accounts payable - related party
   
-
     
-
 
Accrued interest - related party
   
-
     
-
 
Notes payable - related party
   
-
     
-
 
    Total current liabilities
   
5,000
     
-
 
                 
SHAREHOLDERS’ EQUITY (DEFICIT)
               
Preferred stock, authorized 80,000,000 shares, $.0001 par value, none issued or outstanding
           
-
 
Common stock, authorized 480,000,000 shares, $.0001 par value, 11,200,224 issued  and outstanding
   
1,120
     
1,120
 
Additional paid in capital
   
198,101
     
192,971
 
Accumulated (deficit) during development stage
   
(204,221
)
   
(194,091
)
                 
         Total shareholders’ equity (deficit)
   
(5,000
 )
   
-
 
                 
         Total liabilities and shareholders’ equity (deficit)
 
$
-
   
$
-
 

See notes to condensed financial statements (unaudited).

 
-1-

 

NB MANUFACTURING, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

   
For the
Three Months
Ended 
March 31, 2012
   
For the
Three Months
Ended 
March 31, 2011
   
For the Period September 19, 2001
(Date of Inception) through
March 31, 2012
 
                   
Revenues
 
$
-
   
$
-
   
$
-
 
                         
Operating expenses:
                       
Accounting fees
   
5,000
     
 3,900
     
51,800
 
Legal fees
   
1,028
     
495
     
26,653
 
Shareholder relations
   
4,102
     
813
     
28,620
 
General and administrative expense, related party
   
-
     
4,500
     
85,500
 
Other general and administrative expense
   
-
             
3,535
 
Total operating expenses
   
10,130
     
9,708
     
196,108
 
                         
Net (loss) from operations
   
(10,130
)
   
(9,708
)
   
(196,108
)
                         
Other (expense)
   
-
                 
Loan fee - related party
   
-
             
(1,000
)
Interest expense - related party
   
-
     
(848
)
   
(7,113
)
Total other (expense)
   
-
     
(848
)
   
(8,113
)
                         
Net (loss)
 
$
(10,130
)
 
$
(10,556
)
 
$
(204,221
)
                         
                         
Net (loss) per common share
 
$
(0.001
)
 
$
(0.001
)
       
                         
Weighted average number of common shares outstanding
   
11,200,224
     
11,200,224
         
 
See notes to condensed financial statements (unaudited).

 
-2-

 
 
NB MANUFACTURING, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

   
For the
Three Months
Ended
March 31, 2012
   
For the
Three Months
Ended
March 31, 2011
   
For the Period September 19, 2001 (Date of Inception) through
March 31, 2012
 
Cash flows from operating activities:
                 
 Net (loss)
 
$
(10,130
)
 
$
(10,556
)
 
$
(204,221
)
 Adjustments to reconcile:
                       
   Expenses paid by stockholders and donated to the company
   
5,130
     
-
     
35,621
 
   Accounts payable
   
5,000
     
(92
)
   
5,000
 
   Accounts payable, related party
   
-
     
4,500
     
50,120
 
   Stock issued for loan fee
   
-
             
1,000
 
   Accrued interest
   
-
     
848
     
6,505
 
Net cash (used) in operating activities
   
-
     
(5,300
)
   
(105,975
)
                         
Cash flow from investing activities
   
-
     
-
     
-
 
                         
Cash flow from financing activities:
                       
   Advances from related party
   
-
     
-
     
11,075
 
   Proceeds from shareholder loan
   
-
     
5,000
     
52,900
 
   Repayment of related party advances
   
-
     
-
     
(8,000
)
   Sale of common stock
   
-
     
-
     
50,000
 
Net cash provided from financing activities
   
-
     
5,000
     
105,975
 
                         
NET INCREASE IN CASH
   
-
     
(300
)
   
-
 
CASH, BEGINNING OF THE PERIOD
   
-
     
478
     
-
 
CASH AND CASH EQUIVALENTS, END OF THE PERIOD
 
$
-
   
$
178
     
-
 
                         
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
                       
   Expenses paid by stockholders and donated to the company
 
$
5,130
   
$
-
   
$
35,621
 
   Debt forgiven by related parties
 
$
-
   
$
-
   
$
109,525
 
                         
SUPPLEMENTAL CASH FLOW
                       
   Cash paid for interest
 
$
-
   
$
-
   
$
608
 
   Cash paid for income taxes
 
$
-
   
$
-
   
$
-
 
                         
   Stock issued for loan fee
 
$
-
   
$
-
   
$
1,000
 

See notes to condensed financial statements (unaudited).
 
 
-3-

 

NB MANUFACTURING, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Organization and Business
 
    NB Manufacturing, Inc. (the “Company”) was incorporated on September 19, 2001 in the state of Nevada as a stipulation in the Final Decree in Bankruptcy of New Bridge Products, Inc.  The creditors of New Bridge Products, Inc. received 8,000,224 shares of NB Manufacturing, Inc. and warrants to purchase an additional 48,001,344 shares on September 26, 2002 in final payment of the funds they were owed from New Bridge Products, Inc.  The warrants had various expiration dates which had been extended by the Company to expire on December 31, 2008.  None of the warrants were exercised by December 31, 2008 and therefore have expired.  The original purpose of the Company was to provide manufacturing services related to the business of New Bridge Products, Inc.
 
    The Company currently has no operations and since its inception on September 19, 2001 is considered a development stage enterprise.  The Company intends to evaluate structure and complete a merger with, or acquisition of, prospects consisting of private companies, partnerships or sole proprietorships.

Summary of Accounting Basis of Presentation
 
    The condensed interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. The condensed interim financial statements and notes thereto should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Annual Report to the Securities and Exchange Commission for the fiscal year ended December 31, 2011, filed on Form 10-K on March 28, 2012.
 
    In the opinion of management, all adjustments necessary to summarize fairly the financial position and results of operations for such periods in accordance with accounting principles generally accepted in the United States of America.  All adjustments are of a normal recurring nature. The results of operations for the most recent interim period are not necessarily indicative of the results to be expected for the full year.
 
    Certain prior period amounts have been reclassified to conform to current period presentation.

Cash
 
    The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.  The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests.

Development Stage Company
 
    The Company is in the development stage and has not yet realized any revenues from its planned operations.  The Company’s business plan is to evaluate structure and complete a merger with, or acquisition of, prospects consisting of private companies, partnerships or sole proprietorships.

 
-4-

 

    Based upon the Company’s business plan, it is a development stage enterprise.  Accordingly, the Company presents its financial statements in conformity with the accounting principles generally accepted in the United States of America that apply in establishing operating enterprises.  As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.

Use of Estimates
 
    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period.  Management believes that the estimates utilized in the preparation of financial statements are prudent and reasonable.  Actual results could differ from these estimates.

Going Concern
 
    The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.
 
    The Company’s development activities since inception have been financially sustained through stockholder donations to the Company, sales of the Company’s common stock and loans by related parties.
 
    The ability of the Company to continue as a going concern is dependent upon its ability to find a suitable acquisition/merger candidate, raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.
 
    The Company’s ability to continue as a going concern is subject to obtaining necessary funding from outside sources.

Recent Accounting Pronouncements
 
    In May 2011, the FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”. The amendments result in common fair value measurement and disclosure requirements in U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRSs), and do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices. The amendments in this update are effective during interim and annual periods beginning after December 15, 2011. Adoption of the new requirement is did not have an effect on the Company’s financial position, results of operations or cash flow.

    In June 2011, the FASB issued Accounting Standards Update No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”. In this update, FASB eliminated the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments require that all non-owner changes in equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendments in this update are effective for fiscal years, and interim periods within these years, beginning after December 15, 2011. Adoption of the new requirement did not have an effect on the Company’s financial position, results of operations or cash flow.

    Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements.

    International Financial Reporting Standards:
 
    In November 2008, the Securities and Exchange Commission (“SEC”) issued for comment a proposed roadmap regarding potential use of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Under the proposed roadmap, the Company would be required to prepare financial statements in accordance with IFRS in fiscal year 2014, including comparative information also prepared under IFRS for fiscal 2013 and 2012. The Company is currently assessing the potential impact of IFRS on its financial statements and will continue to follow the proposed roadmap for future developments.
 
 
-5-

 

NOTE 2 - SHAREHOLDERS’ EQUITY (DEFICIT)
 
The Company's Board of Directors approved an 8 for 1 forward stock split of its Common Stock on February 14, 2012, with a record date of March 1, 2012.  In connection with stock split the Board of Directors also approved an increase in the Company’s authorized shares of Common Stock from 60,000,000 shares to 480,000,000 shares and its Preferred Stock from 10,000,000 to 80,000,000 shares.  Pursuant to Nevada Revised Statutes 78.207, a forward stock split that is conducted at the same time as a corresponding increase in the authorized shares of the Company’s capital stock does not require shareholder approval. The Company filed a Certificate of Change with the Nevada Secretary of State showing the changes to the Company's authorized capital stock on February 23, 2012, with an effective date of the close of business on February 29, 2012.

    Other than the stock split referenced above, there have been no stock issuances during the three months ended March 31, 2012 and during the year ended December 31, 2011.  As of March 31, 2012, there are no options or warrants outstanding.  All stock amounts in this document have been retroactively restated.

NOTE 3 – NOTES AND ACCOUNTS PAYABLE - RELATED PARTIES
 
    On July 10, 2008, the Company entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”) with the Lazzeri Family Trust (the “Lender”) whose Trustee is Robert Lazzeri to borrow up to $250,000, evidenced by an unsecured Revolving Loan Note (the “Revolving Loan Note”) dated July 10, 2008.  Mr. Lazzeri was previously an executive officer and director of the Company.  All amounts borrowed pursuant to the Revolving Credit Agreement accrue interest at 7% per annum and all principal and accrued but unpaid interest is payable in full on demand of the Lender.  The Revolving Credit Agreement does not obligate the Lender to make any loans but any loans made by the Lender to the Company, up to the outstanding principal balance of $250,000, will be subject to the terms of the Revolving Credit Agreement and Revolving Loan Note.  In connection with and as a loan fee for the foregoing unsecured credit facility, Lender received 1,600,000 unregistered shares of the Company’s common stock shares valued at $1,000.  On July 12, 2011, Jack D. Kelley and Associates, Inc., the Lazzeri Family Trust, Mathis Family Partners, Underwood Family Partners and Battersea Capital, Inc., the owners, collectively of 9,658,400 shares of the Registrant’s common stock (approximately 86.2%), sold an aggregate of 9,513,520 of those shares to the following parties, in equal amounts:  Larry Eiteljorg, Azul Dia, Inc., Beaux Beaux Partnership and Rocky Global Enterprises, Ltd. (the “Buyers”) – all resulting in a change of control in the Company. In connection with the sale of its shares, the Lender agreed to release and discharge the Company from the outstanding principal balance of $25,200 in addition to the $3,608 accrued interest balance as well as any and all other claims as of the release date. The principal and accrued interest balances were written off by the Company and recorded as additional paid in capital.  As of March 31, 2012 both the principal and accrued interest balances were zero.

    On May 5, 2009, the Company entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”) with the Mathis Family Partners, Ltd and EARNCO MPPP (the “Lender”), companies controlled by a stockholder of the Company to borrow up to $50,000, evidenced by an unsecured Revolving Loan Note (the “Revolving Loan Note”) dated May 5, 2009.  All amounts borrowed pursuant to the Revolving Credit Agreement accrue interest at 7% per annum and all principal and accrued but unpaid interest is payable in full on demand of the Lender.  The Revolving Credit Agreement does not obligate the Lender to make any loans but any loans made by the Lender to the Company, up to the outstanding principal balance of $50,000, will be subject to the terms of the Revolving Credit Agreement and Revolving Loan Note.  On July 12, 2011, Jack D. Kelley and Associates, Inc., the Lazzeri Family Trust, Mathis Family Partners, Underwood Family Partners and Battersea Capital, Inc., the owners, collectively of 9,658,400 shares of the Registrant’s common stock (approximately 86.2%), sold an aggregate of 9,513,520 of those shares to the following parties, in equal amounts:  Larry Eiteljorg, Azul Dia, Inc., Beaux Beaux Partnership and Rocky Global Enterprises, Ltd. (the “Buyers”) – all resulting in a change in control of the Company.  In connection with the sale of its shares, the Lender agreed to release and discharge the Company from the outstanding principal balance of $27,700 in addition to the $2,897 accrued interest balance as well as any and all other claims as of the release date. The principal and accrued interest balances were written off by the Company and recorded as additional paid in capital.  As of March 31, 2012 both the principal and accrued interest balances were zero.
 
    During the year ended December 31, 2011, the Company maintained an accounts payable balance due a related party.  In connection with the sale of shares referred to above, the related party agreed to release and discharge the Company from all amounts owed.  As a result, the $50,120 accounts payable due related party was written off and recorded as additional paid in capital.  As of March 31, 2012 the accounts payable due related party balance was zero.

 
-6-

 
 
NOTE 4 – FAIR VALUE MEASUREMENTS
 
    The Company adopted ASC Topic 820-10 at the beginning of 2009 to measure the fair value of certain of its financial assets required to be measured on a recurring basis.  The adoption of ASC Topic 820-10 did not impact the Company’s financial condition or results of operations.  ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.  A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability.  The three levels of the fair value hierarchy under ASC Topic 820-10 are described below:
 
 
    Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.
 
 
    Level 2 – Valuations based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
 
 
    Level 3 – Valuations based on inputs that are supportable by little or no market activity and that are significant to the fair value of the asset or liability.
 
    The Company has no level 3 assets or liabilities.
 
    The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of March 31, 2012:
 
   
Level 1
   
Level 2
   
Level 3
   
Fair Value
 
Cash
 
$
-
   
$
-
   
$
-
   
$
-
 
Accounts payable
   
-
     
5,000
     
-
     
5,000
 
Accrued interest
   
-
     
-
     
-
     
-
 
Notes payable
   
-
     
-
     
-
     
-
 

The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of December 31, 2011:

   
Level 1
   
Level 2
   
Level 3
   
Fair Value
 
Cash
 
$
-
   
$
-
   
$
-
   
$
-
 
Accounts payable
   
-
     
-
     
-
     
-
 
Accrued interest
   
-
     
-
     
-
     
-
 
Notes payable
   
-
     
-
     
-
     
-
 
 
NOTE 5 – SUBSEQUENT EVENTS
 
    On April 12, 2012, the Company entered into a Merger Agreement with Xhibit, LLC, a Nevada limited liability company ("Xhibit").  Xhibit, through its subsidiaries, SpyFire Interactive, LLC and Stacked Digital, LLC, is a full service online marketing and social media company providing targeted and measurable online advertising campaigns and lead generation programs for a broad base of advertiser and advertising agency customers.
 
        The contemplated Merger will take the form of a transaction, a so-called "reverse merger" in which NB Manufacturing Subsidiary, LLC, a Nevada limited liability company, that is a wholly owned subsidiary of the Company, will be merged into Xhibit, which will then be a wholly-owned subsidiary of the Company. The owners of Xhibit will receive shares of the Common Stock of the Company and will then own the majority of the outstanding capital stock of the Company.

 
-7-

 

   Pursuant to the Merger Agreement, the Company will be issuing 55,383,452 shares of its Common Stock to the members of Xhibit.  Thus, upon the closing of the Proposed Transaction, the members of Xhibit will be the controlling shareholders of the Company, owning approximately 83.2% of our Common Stock.  In addition, upon the closing of the Proposed Transaction, the sole officer and director of the Company, will resign and two nominees of Xhibit will be appointed to fill the vacancies created upon the resignation of our lone director.  It is expected that the two new directors will look to appoint a third director to the Company's Board of Directors, a person that would not be an employee or otherwise affiliated with Xhibit.
 
   The Merger Agreement may be terminated (i) by the parties by their  mutual written consent at any time prior to the filing of the Articles of Merger; (ii) if either party breaches any material representation, warranty, or covenant contained in the Merger Agreement and the breach is not cured within a period of 30 days; or (iii) if the Closing shall not have occurred on or before June 30, 2012, by reason of the failure of any conditions set forth above.
 
      If the Company completes the Merger with Xhibit, the Company will cease to be a "shell company" and will forthwith provide a more complete description of the business it will commence in a Current Report on Form 8-K that will contain all of the information required of a Registration Statement on Form 10 under the Securities Exchange Act of 1934.

   The Company has evaluated all subsequent events through the time of filing this Report on Form 10-Q and has concluded that there are no other significant subsequent events requiring recognition or disclosure in these consolidated financial statements.

Item 2 – MANAGEMENT’S DISCUSSION AND ANAYLSIS OR PLAN OF OPERATION

Cautionary Note Regarding Forward-Looking Statements
 
    Statements contained in this report include "forward-looking statements" within the meaning of such term in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which could cause actual financial or operating results, performances or achievements expressed or implied by such forward-looking statements not to occur or be realized. Such forward-looking statements generally are based on our best estimates of future results, performances or achievements, predicated upon current conditions and the most recent results of the companies involved and their respective industries. Forward-looking statements may be identified by the use of forward-looking terminology such as "may," "can," "will," "could," "should," "project," "expect," "plan," "predict," "believe," "estimate," "aim," "anticipate," "intend," "continue," "potential," "opportunity" or similar terms, variations of those terms or the negative of those terms or other variations of those terms or comparable words or expressions.
 
    Readers are urged to carefully review and consider the various disclosures made by us in this Quarterly Report on Form 10-Q and our Form 10-K for the fiscal year ended December 31, 2010 and our other filings with the U.S. Securities and Exchange Commission. These reports and filings attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this Form 10-Q speak only as of the date hereof and we disclaim any obligation to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

Results of Operations

For the three months ended March 31, 2012 compared to the three months ended March 31, 2011
 
    Revenue.  No operating revenues were generated during the three months ended March 31, 2012 and March 31, 2011.
   
    Operating Expenses.  Total operating expenses were $10,130 and $9,708, respectively for the three months ended March 31, 2012 and for the three months ended March 31, 2011.  Operating expenses consist of professional, general and administrative expenses.
 
    Other Expenses. Total other expenses were zero and $848, respectively and for the three months ended March 31, 2012 and for the three months ended March 31, 2011. Other expenses consist of interest expense incurred in connection with the Revolving Credit Agreement.

 
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Liquidity and Capital Resources
 
    As of March 31, 2012, we had no cash or cash equivalents and we had negative working capital of $5,000.
 
    On July 10, 2008, we entered into a Revolving Credit Agreement with the Lazzeri Family Trust whose Trustee is Robert Lazzeri, previously our President and a member of our board of directors, to borrow up to $250,000, evidenced by an unsecured Revolving Loan Note.  All amounts borrowed pursuant to the Revolving Credit Agreement accrue interest at 7% per annum and all principal and accrued but unpaid interest is payable in full on demand.  On July 12, 2011, Jack D. Kelley and Associates, Inc., the Lazzeri Family Trust, Mathis Family Partners, Underwood Family Partners and Battersea Capital, Inc., the owners, collectively of 9,658,400 shares of the Registrant’s common stock (approximately 86.2%), sold an aggregate of 9,513,520 of those shares to the following parties, in equal amounts:  Larry Eiteljorg, Azul Dia, Inc., Beaux Beaux Partnership and Rocky Global Enterprises, Ltd. (the “Buyers”).  In connection with the sale of its shares, the Lender agreed to release and discharge the Company from the outstanding principal balance of $25,200 in addition to the $3,608 accrued interest balance as well as any and all other claims as of the release date. The principal and accrued interest balances were written off by the Company and recorded as additional paid in capital.  As of March 31, 2012 both the principal and accrued interest balances were zero.
 
    On May 5, 2009 we entered into a Revolving Credit Agreement with Mathis Family Partners, Ltd and EARNCO MPPP, companies controlled by one of our stockholders, to borrow up to $50,000, evidenced by an unsecured Revolving Loan Note.  All amounts borrowed pursuant to the Revolving Credit Agreement accrue interest at 7% per annum and all principal and accrued but unpaid interest is payable in full on demand.  On July 12, 2011, Jack D. Kelley and Associates, Inc., the Lazzeri Family Trust, Mathis Family Partners, Underwood Family Partners and Battersea Capital, Inc., the owners, collectively of 9,658,400 shares of the Registrant’s common stock (approximately 86.2%), sold an aggregate of 9,513,520 of those shares to the following parties, in equal amounts:  Larry Eiteljorg, Azul Dia, Inc., Beaux Beaux Partnership and Rocky Global Enterprises, Ltd. (the “Buyers”).  In connection with the sale of its shares, the Lender agreed to release and discharge the Company from the outstanding principal balance of $27,700 in addition to the $2,897 accrued interest balance as well as any and all other claims as of the release date. The principal and accrued interest balances were written off by the Company and recorded as additional paid in capital.  As of March 31, 2012 both the principal and accrued interest balances were zero.
 
    During the fiscal year ended December 31, 2011, the Company maintained an accounts payable balance due a related party.  In connection with the sale of shares referred to above, the related party agreed to release and discharge the Company from all amounts owed.  As a result, the $50,120 accounts payable due related party was written off and recorded as additional paid in capital.  As of March 31, 2012 the accounts payable due related party balance was zero.
 
    At March 31, 2012, we had no cash and negative working capital of $5,000.  As result, we must seek new sources of capital to continue future operating activities.  There is no assurance that we could raise working capital or if any capital would be available at all.
 
Off-Balance Sheet Items
 
    We have no off-balance sheet items as of March 31, 2012.

Item 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
    As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide this information.

 
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Item 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
 
    Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report.  Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits 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 the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls
 
    There have been no changes in the Company’s internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 
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OTHER INFORMATION

Item 1. – LEGAL PROCEEDINGS
 
    None.

Item 2. – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
    None.

Item 3. – DEFAULTS UPON SENIOR SECURITIES
 
    None.

Item 4. – REMOVED AND RESERVED

Item 5. – OTHER INFORMATION
 
    On July 12, 2011, Jack D. Kelley and Associates, Inc., the Lazzeri Family Trust, Mathis Family Partners, Underwood Family Partners and Battersea Capital, Inc., the owners, collectively of 9,658,400 shares of the Registrant’s common stock (approximately 86.2%), sold an aggregate of 9,513,520 of those shares to the following parties, in equal amounts:  Larry Eiteljorg, Azul Dia, Inc., Beaux Beaux Partnership and Rocky Global Enterprises, Ltd. (the “Buyers”).
 
    As a result of that transaction, each of the Buyers owns approximately 21.2% of the Registrant’s outstanding common stock.

The Company's Board of Directors approved an 8 for 1 forward stock split of its Common Stock on February 14, 2012, with a record date of March 1, 2012.  In connection with stock split the Board of Directors also approved an increase in the Company’s authorized shares of Common Stock from 60,000,000 shares to 480,000,000 shares and its Preferred Stock from 10,000,000 to 80,000,000 shares.  Pursuant to Nevada Revised Statutes 78.207, a forward stock split that is conducted at the same time as a corresponding increase in the authorized shares of the Company’s capital stock does not require shareholder approval. The Company filed a Certificate of Change with the Nevada Secretary of State showing the changes to the Company's authorized capital stock on February 23, 2012, with an effective date of the close of business on February 29, 2012.

Item 6. – EXHIBITS

Exhibit No.
 
Description
31.1
 
Certification of Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
 
Certification of Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
 
Certification of Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of  2002
32.2
 
Certification of Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of  2002
101.INS*
 
XBRL Instance Document
101.SCH* 
 
XBRL Taxonomy Extension Schema
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase
 
* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

 
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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, on May 10, 2012.
 
 
 
NB MANUFACTURING, INC.
   
       
By:  
/s/ Derold L. Kelley
   
 
Derold L. Kelley
   
 
President, Principal Executive Officer
and Principal Financial Officer