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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 10-Q

_________________

 þ    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2012

or

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

For the transition period from: _____________ to _____________

_________________

Brightcube, Inc.

(Exact name of registrant as specified in its charter)

_________________

Nevada 0-266932 87-0431036
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or Organization) File Number) 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)

N/A
(Former name or 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  þ    No

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 such shorter period that the registrant was required to submit and post such files).     .  Yes  o   No þ  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer  o Accelerated filer  o Non-accelerated filer  o Smaller reporting company þ  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes  þ    No

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.     Yes  o     No  o

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 September 30, 2012 there were 188,043,662 shares of the Registrant's Common stock, $0.001 par value per share, outstanding.

 

 

 
 

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements  
  Consolidated Balance sheets 1
  Consolidated Statement of Operations 2
  Consolidated Statement of Cash Flows 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
Item 3. Quantitative and Qualitative Disclosures About Market Risk 6
Item 4. Controls and Procedures 6
Item 4T. Controls and Procedures  

PART II — OTHER INFORMATION

Item 1. Legal Proceedings 7
Item 1A. Risk Factors 7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 7
Item 3. Defaults Upon Senior Securities 7
Item 4. Submission of Matters to a Vote of Security Holders 7
Item 5. Other Information 7
Item 6. Exhibits 7
  Signatures 8

 

 
 

 
 

PART I - FINANCIAL INFORMATION

 

 

Item 1. Financial Statements

 Brightcube, Inc.

Balance Sheets

 

 

   Sept 30, 2012  December 31, 2011
Assets  (unaudited)   
Current assets          
Cash  $1,315   $567 
Prepaid expenses   0    0 
 Total current assets   1,315    567 
           
           
Total Assets  $1,315   $567 
           
Liabilities and Stockholders' Deficiency          
Current liabilities:          
Accounts payable-trade  $0   $0 
Accrued expenses   0    0 
Due to related parties   11,686    6,686 
 Total current liabilities   11,686    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   23,988    14,988 
Accumulated deficit   (222,403)   (209,151)
Total Stockholders' Deficiency   (10,371)   (6,119)
           
Total Liabilities & Stockholders' Deficiency  $1,315   $567 
See notes to unaudited interim financial statements.          

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Brightcube, Inc.

Statement of Operations

Three and Nine Months Ended September 30 2012

(Unaudited)

 

   Three Months Ended Sept 30,  Nine Months Ended Sept 30
   2012  2011  2012  2011
             
             
Revenue  $0   $0   $0   $0 
                     
Costs & Expenses:                    
 Costs of goods sold             0    0 
 General & administrative   3,198    3,035    13,252    11,289 
 Interest   0    0    0    0 
 Total Costs & Expenses   3,198    3,035    13,252    11,289 
                     
Loss from continuing operations before income taxes   (3,198)   (3,035)   (13,252)   (11,289)
Income taxes   0    0    0    0 
                     
Net Loss  ($3,198)  ($3,035)  ($13,252)  ($11,289)
                     
Basic and diluted per share amounts:                    
Continuing operations   0    0    0    0 
Basic and diluted net loss   0    0    0    0 
                     
Weighted average shares outstanding (basic & diluted)   188,043,662    188,043,662    188,043,662    188,043,662 
See notes to unaudited interim financial statements.   

 

 

                

 

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Brightcube, Inc.

Statement of Cash Flows

Nine Months Ended September 30 2012

(Unaudited)

   Nine Months Ended Sept 30,.
   2012  2011
Cash flows from operating activities:          
Net Loss  ($13,252)  ($11,289)
Adjustments required to reconcile net loss          
     to cash used in operating activities:          
Fair value of services provided without cost   9,000    9,000 
Expenses paid by related parties   2,500    1,289 
Changes in operating assets & liabilities:          
(Increase) decrease in current assets   0    0 
Increase (decrease) in accounts payable & accrued expenses   0    0 
 Cash flows used by operating activities:   (1,752)   (1,000)
           
 Cash flows from financing activities:          
Proceeds from related party borrowings   2,500    1,000 
 Cash generated by financing activities   2,500    1,000 
           
Change in cash   748    0 
Cash-beginning of period   567    0 
Cash-end of period  $1,315   $0 
See notes to unaudited interim financial statements.          

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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, 2011 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 September 30, 2012 and 2011. 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 expenses paid directly by Mr. Manion and cash advances made by Mr. Manion. These unpaid items totaled $11,686 at September 30, 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.

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Item 2. Management’s Discussion and Analysis or Plan of Financial Condition and Results 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 September 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.

 

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Liquidity and Resources:

At September 30, 2012, we had $1,315 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 September 30, 2012 (Q3 2012)

Compared To Three Months Ended September 30, 2011 (Q3 2011)

 

The Company had no revenue for the three months ended September 30, 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 expense account increased $163 . Corporate expenses paid directly by Mr. Manion during 2012 related to the Company’s reporting obligations increased due to cost directly related to XBRL reporting requirements..

 

Amounts due related parties consist of corporate expenses paid directly by Mr. Manion. These unpaid items totaled $11,686 at September 30, 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 September 30, 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 September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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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 1A.  Risk Factors.

Not applicable for a smaller reporting company.

 

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

Number Description
31.1 Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer
32.1 Section 1350 Certification of Chief Executive Officer
32.2  Section 1350 Certification of Principal Financial Officer
   

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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.

Date: October 16, 2012 Brightcube, Inc.
  By: /s/ Michael F. Manion
  Michael F. Manion
Chief Executive Officer, Chief Financial Officer, Director 

 

 

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