FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2012

 

UNITED STATES

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 March 31, 2012

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For The Transition Period from __________ To _________

 

Commission file number: 0-266932

 

BRIGHTCUBE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 87-0431036

(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

525 Inner Circle, The Villages, Florida 32162

(Address of principal executive offices) (zip code)

 

(321) 229-5444

(Registrant’s telephone number, including area code)

 

(Former Name, former address and former fiscal year, if changed since last report)

 

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 [ ] No [ X ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [ X ]

 

Indicate by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act) Yes [ X ] No [ ]

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Check whether the registrant filed all documents and reports required by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court

Yes [ ] No [ ]

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

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 11, 2012, there were 188,043,662 shares of the Registrant's Common stock, $0.001 par value per share, outstanding.

 

 

 

BRIGHTCUBE, INC.

For The Quarterly Period Ended March 31, 2012

 

 

 

TABLE OF CONTENTS

 

 

PART I - FINANCIAL INFORMATION

 

Item 1.	Financial Statements	4
	Balance Sheets (unaudited)	4
	Statements of Operations (unaudited)	5
	Satements of Cash Flows (unaudited)	6
	Notes to Unaudited Interim Financial Statements	6
Item 2	Management's Discussion and Analysis or Plan of Operation	8
Item 3	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11

PART II - OTHER INFORMATION

 

Item 1	Legal Proceedings	12
Item 2.	Unregistered Sales Of Equity Securities And Use Of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	(Removed and Reserved)	12
Item 5	Other Information	12
Item 6	Exhibits	12
	31.1 Certification pursuant to Sabanes-Oxley Section 302
	32.1 Certification pursuant to Sabanes-Oxles Section 906

SIGNATURES

 

 

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE, ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.

 

 

PART I

FINANCIAL INFORMATION

 

 

Item 1. Financial Statements

 

 

Brightcube, Inc.

Balance Sheets

 

 

	March 31	December 31
	2012	2011
	(unaudited)	(audited)
Assets
Current assets	0	0
Cash	1,637	567
Prepaid expenses	0	0
Total current assets	0	0
Total Assets	1,637	567
Liabilities and Stockholders' Deficiency
Current liabilities:
Accounts payable	0	0
Due to related parties	6,930	6,686
Due to related parties prior years	3,686	0
Total current liabilities	10,616	6,686
Stockholders' Deficiency:
Common stock 200,000,000 authorized $0.001 par value 188,043,662 issued & outstanding	188,044	188,044
Additional paid-in capital	17,988	14,988
Accumulated deficit	215,011	-209,151
Total Stockholders' Deficiency	-8,979	-6,119
Total Liabilities & Stockholders' Deficiency	1,637	567
See notes to unaudited interim financial statements.

 

 

 

Brightcube, Inc.

Statement of Operations

(Unaudited)

 

 

	Three Months	Ended March 31,
	2011	2012
Revenue	$ 0	$ 0
Costs & Expenses:
Costs of goods sold	0	0
General & administrative	6,930	3,422
Interest
Total Costs & Expenses	6,930	3,422
Loss from continuing operations	-6,930	-3,422
Income Taxes
Net Loss	($6,930)	($3,422)
Basic and diluted per share amounts:
Continuing operations	Nil	Nil
Basic and diluted net loss	Nil	Nil
Weighted Average shares outstanding	188,043,662	188,043,662
See notes to unaudited interim financial statements.

 

 

 

 

 

Brightcube, Inc.

Statement of Cash Flows

(unaudited)

 

	Three Months Ended	March 31,
	2012	2011
Cash flows from operating activities:
Net Loss	($6,930)	($3,422)
Adjustments required to reconcile net loss to cash used in operating activities:
Fair value of services provided without cost	3,000	3,000
Expenses paid by related parties	1,430	422
(Increase) decrease in current assets	0
Increase (decrease) in payables & accrued expenses	0	0
Cash flows used by operating activities:	0	0
Cash flows from financing activities:
Proceed from related party borrowings	2,500	0
Cash generated by financing activities	2,500	0
Change in cash	1,070	0
Cash-beginning of period	567	0
Cash-end of period	$1,637	$0
See notes to unaudited interim financial statements.

 

 

BRIGHTCUBE, INC. NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS

 

1. Basis of Presentation

The Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2010 Audited Financial Statements and should be read in conjunction with the Notes to Financial Statements which appear in that report.

 

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on going basis, we evaluate our estimates, including those related intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets

 

and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions.

 

In the opinion of management, the information furnished in these interim financial statements reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three and nine-month periods ended March 31, 2012 and 2010. All such adjustments are of a normal recurring nature. The Financial Statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include some information and notes necessary to conform with annual reporting requirements.

 

2. Court Proceedings

Bankruptcy Proceedings: On September 30, 2002, the Registrant filed a voluntary Chapter 7 petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court Central District of California (case no. LA02-37844SB). On March 19, 2003 this Chapter 7 bankruptcy was closed by the U.S. Bankruptcy Court Central District of California.

 

Clark County Court Proceedings: On December 19, 2005, Clark County Court, Nevada approved an Order granting the custodianship of the company to Michael Manion. The appointment is requires the custodian is to continue the business of the corporation and not to liquidate its affairs or distribute its assets. The material terms of the transaction confirmed by the Clark County Court generally authorize Mr. Manion to appoint new members to the Registrant's board of directors and to take any and all actions on behalf of the Company permitted by Nevada Statutes Section 78.347.

 

Securities and Exchange Commission Administrative Proceeding: On March 24, 2010, The Securities and Exchange Commission issued an Order Instituting Proceedings (File No. 3-13834). The administrative proceeding was instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 against Brightcube, Inc. for being delinquent in its periodic filings with the Commission since the Company declared bankruptcy in September of 2002. The Company has signed an Offer of Settlement from the Commission that is submitted solely for the propose of settling these proceedings which effectively results in the revocation of our common stock registration pursuant to Section 12(j) of the Exchange Act, which became effective on June 7, 2010.

 

3. Earnings/Loss Per Share

Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted earning per share assume that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which could have been purchased by us with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive.

 

4. Related Party Transactions not Disclosed Elsewhere:

Due Related Parties: Amounts due related parties consist of corporate reinstatement expenses paid directly by Mr. Manion and cash advances made by Mr. Manion. These unpaid items totaled $10,616 at March 31, 2012.

 

Fair value of services: Mr. Manion provided his services and office space without cost to the Company. These had a combined value of $1,000 per month. The total of these expenses was $3,000 for the most recent year-to-date interim period and was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of paid-in capital.

 

 

Item 2. Management’s Discussion and Analysis or Plan of Operations.

 

Some of the statements contained in this quarterly report of Brightcube, Inc., a Nevada corporation discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as “anticipate”,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.

 

 

General Background

Brightcube, Inc., a Nevada corporation (sometimes referred to herein as “we”, “us”, “our”, “Company” and the “Registrant”) was incorporated in Nevada on January 23, 1986.

On September 30, 2002, we filed in the U.S. Bankruptcy Court for the Central District of California (the “Bankruptcy Court”) a voluntary petition seeking relief under Chapter 7 of Title 11 of the U.S. Bankruptcy Code, Case No. LA02-37844SB.

As a result of the September 2002 Chapter 7 bankruptcy proceeding, we have had no business operations. At present, we have limited business operations directed primarily at funding the costs, including professional accounting fees and filing expenses, of registering our securities and being a reporting company under the Exchange Act.

 

Since June 7 2010, our common stock has not traded under any symbol and has not been subject to quotation. We do not expect to apply or receive a symbol until we commence a new business operation. There is currently no trading market in our shares. There can be no assurance that there will ever be an active trading market for our common stock.

 

Management intends to devote such time as it deems necessary to carry out our affairs. The exact length of time required for the pursuit of any new potential business opportunities is uncertain. No assurance can be made that we will be successful in our efforts. We cannot

 

project the amount of time that our Management will actually devote to our plan of operation.

 

Statement of Operations

At present, we have limited business operations directed primarily at funding the costs, including professional accounting fees and filing expenses, of registering our securities under the Exchange Act and then continuing to be a reporting company under the Exchange Act. Our other business activities of seeking potential business opportunities are currently not actively being pursued. Due to our limited financial and personnel resources, there is only a limited basis upon which to evaluate our prospects for achieving our intended business objectives. We have only limited resources and have no operating income, revenues or cash flow from operations. Our management is providing us with limited funding, on an as needed basis, necessary for us to continue our corporate existence and our business objective to seek new business opportunities,

 

We have no written agreement with our management to provide any interim financing for any period. In addition, we will not generate any revenues unless and until we enter into a new business, of which there can be no assurance. Management has voting control of the Company and therefore has substantial flexibility in identifying and selecting a prospective new business opportunity. The Company is not obligated nor does Management intend to seek pre-approval from our shareholders.

 

We are entirely dependent on the judgment of Management in connection with pursuing a new business opportunity or a selection process for a target operating company. In evaluating a prospective new business opportunity or an operating company, we would consider, among other factors, the following: (i) costs associated with effecting a transaction; (ii) equity interest in and opportunity to control the prospective candidate; (iii) growth potential of the target business; (iv) experience and skill of management and availability of additional personnel; (v) necessary capital requirements; (vi) the prospective candidate's competitive position; (vii) stage of development of the business opportunity; (viii) the market acceptance of the business, its products or services; (ix) the availability of audited financial statements of the potential business opportunity; and (x) the regulatory environment that may be applicable to any prospective business opportunity.

 

The foregoing criteria are not intended to be exhaustive and there may be other criteria that Management may deem relevant. In connection with an evaluation of a prospective or potential business opportunity, Management may be expected to conduct a due diligence review.

 

Liquidity and Capital Resources

At March 31, 2012, we had $1,637 cash as our only asset. We will use our limited personnel and financial resources first to ensure we are compliant with our reporting and disclosure obligations under the Exchange Act and then proceed with seeking new business opportunities, including seeking an acquisition or merger with an operating company. It may be expected that entering into a new business opportunity or business combination

 

will involve the issuance of a substantial number of restricted shares of common stock. If such additional restricted shares of common stock are issued, our shareholders will experience a dilution in their ownership interest in us. If a substantial number of restricted shares are issued in connection with a business combination, a change in control may be expected to occur.

 

In connection with our plan to seek new business opportunities and/or effecting a business combination, we may determine to seek to raise funds from the sale of restricted stock or debt securities. We have no agreements to issue any debt or equity securities and cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all.

 

There are no limitations in our articles of incorporation on our ability to borrow funds or raise funds through the issuance of restricted common stock to effect a business combination. Our limited resources and lack of operating history may make it difficult to do borrow funds or raise capital. Our inability to borrow funds or raise funds through the issuance of restricted common stock required to effect or facilitate a business combination may have a material adverse effect on our financial condition and future prospects, including the ability to complete a business combination. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.

 

Results Of Operations

Three Months Ended March 31, 2012 (Q1 2012)

Compared To Three Months Ended March 31. 2011 (Q1 2011)

 

The Company had no revenue for the three months ended March 31, 2012 and 2011. The Company has no present operations or revenues and its current activities are related primarily at funding the costs, including professional accounting fees and filing expenses, of registering its securities and being a reporting company under the Exchange Act. The Company has limited business activity related to seeking new business opportunities, including seeking an acquisition or merger with an operating company.

 

General and administrative expenses increased $3,500 due to a cash deposit of $2,500 for corporate expenses paid directly by Mr. Manion during 2012 related to the Company’s reporting obligations.

 

Amounts due related parties consist of corporate expenses paid directly by Mr. Manion. These unpaid items totaled $10,616 at March 31, 2012. In addition, Mr. Manion provided his services and office space, with a combined value of $1,000 per month. The total of these expenses was $3,000 for the most recent quarterly interim period and was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of paid-in capital.

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk and Procedures

Not Applicable

 

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

Our management maintains disclosure controls and procedures that are designed to ensure the required financial information pursuant to the Exchange Act as amended is recorded and reported within the time periods specified in the rules and that such information is provided to our Chief Executive Officer, who also performs the function of our Chief Financial Officer in a manner and within appropriate time to allow timely decisions regarding required disclosure.

 

As of the quarterly period ending March 31, 2012 an evaluation was conducted under the supervision and with the participation of the principal executive and principal financial officer, regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our Chief Executive Officer, who also performs the function of our Chief Financial Officer concluded that our disclosure controls and procedures were effective for the period covered in this filing.

 

The Company’s internal control system was designed to provide reasonable assurance to the Company’s Management and Directors regarding the preparation and fair presentation of published financial statements. Our accounting issues are not complex and indeed quite elementary. All our quarterly and annual reports do in fact reflect accurately and fairly the financial condition of the company for each period covered. We are reasonably assured and confident regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes.

 

Changes in Internal Controls Regarding Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

PART II - OTHER INFORMATION

 

 

Item 1. Legal Proceedings

We are not a party to any pending legal proceedings nor are any of our property the subject of any pending legal proceedings.

 

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

None

 

Item 6. Exhibits

 

EXHIBIT NUMBER DESCRIPTION

 

31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Section 302

 

32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Sarbanes-Oxley Section 906

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the Registrant has caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

By: /s/ Michael F. Manion

 

Name: Michael F. Manion

 

Title: Chief Executive Officer, Chief Financial Officer, Director

 

Date: May 17, 2012