UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 (Mark One)

 

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2013

 

[  ]	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: 333-148987

 

NYBD Holding, Inc

(Exact name of Registrant as specified in its charter)

 

Florida		20-35337265
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

155 E. Flagler Street, Miami Beach, FL 33131

(Address of principal executive offices) (Zip Code)

 

305-371-2727

(Registrant’s telephone number)

 

(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 [X] No [  ]

 

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

 

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 [  ] No [X]

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of August 8, 2013 the issuer had 86,206,360 shares of its common stock issued and outstanding.

 

 

  

 

 

 

Part I – FINANCIAL INFORMATION

 

ITEM 1. CONDENSED FINANCIAL STATEMENTS

 

NYBD HOLDING, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NYBD HOLDING, INC.
BALANCE SHEETS As of June 30, 2013 and December 31, 2012
		June 30,				December 31,
		2013				2012
		(Unaudited)				(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	83			$	422
Inventory			2,426				3,000
TOTAL CURRENT ASSETS			2,509				3,422
FIXED ASSETS
Property, plant, and equipment, net of depreciation			456,093				490,127
Total Fixed Assets			456,093				490,127
OTHER ASSETS
Security deposits			29,598				29,597
TOTAL ASSETS		$	488,200			$	523,146
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expense			4,350				—
Sales tax payable			7,981				2,949
Notes payable			54,200				—
TOTAL CURRENT LIABILITIES			66,531				2,949
LONG-TERM LIABILITIES
Notes to related party			717,840				667,920
TOTAL LIABILITIES			784,371				670,869
STOCKHOLDERS' DEFICIT
Common stock (par value $.001, 250,000,000 shares authorized, 83,652,788 issued and outstanding as of June 30, 2013 and 100 shares as of December 31, 2012, respectively)			83,653				100
Additional paid in capital			(80,433	)			—
Accumulated deficit			(299,391	)			(147,823	)
TOTAL STOCKHOLDERS' DEFICIT			(296,391	)			(147,723	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	488,200			$	523,146
The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

NYBD HOLDING, INC.
STATEMENT OF OPERATIONS
(UNAUDITED)

 

		For the Three Months Ended				For the Three Months Ended				For the Six Months Ended				For the Six Months Ended
		June 30, 2013				June 30, 2012				June 30, 2013				June 30, 2012
NET REVENUES		$	52,602			$	44,839			$	123,099			$	50,049
COST OF REVENUES			28,070				16,388				54,939				18,013
GROSS PROFIT			24,532				28,451				68,160				32,036
COSTS AND EXPENSES
Depreciation			17,018				17,018				34,035				34,035
Selling, general and administrative expenses			94,768				40,149				178,273				55,573
Total Expenses			111,786				57,167				212,308				89,608
(Loss) from continuing operations			(87,254	)			(28,716	)			(144,148	)			(57,572	)
Interest expense			2,120				—				2,120				—
Other (income) expense			5,300				—				5,300				—
Total other (income) and expense			(7,420	)			—				(7,420	)			—
Net (loss) before income taxes			(94,674	)			(28,716	)			(151,568	)			(57,572	)
Income taxes			—				—				—				—
Net (Loss)		$	(94,674	)		$	(28,716	)		$	(151,568	)		$	(57,572	)
Earnings (loss) per share
Basic		$	(0.001	)		$	(287.16	)		$	(0.002	)		$	(575.72	)
Weighted average number of shares outstanding			68,713,285				100				61,121,601				100

 

 

 

The accompanying notes are an integral part of these financial statements

 

 

 

 

 

 

 

 

NYBD HOLDING, INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)
		For the Six Months Ended				For the Six Months Ended
		June 30, 2013				June 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(151,568	)		$	(57,572	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Other (income) expense			5,300				—
Interest from financed notes			2,120
Depreciation and amortization			34034				34,035
Changes in operating assets and liabilities:
(Increase) Decrease in:
Inventory			574				(1,971	)
Security deposit			(1	)			(29,597	)
Increase (Decrease) in:
Accrued expense			4,350				—
Accounts payable			5,032				15
NET CASH USED IN OPERATING ACTIVITIES			(100,159	)			(55,090	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Leasehold improvements			—				(285,071	)
Purchase of fixed assets			—				(273,125	)
NET CASH PROVIDED BY INVESTING ACTIVITIES							(558,196	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable			50,000				—
Proceeds from notes payable- related parties			49820				619,607
NET CASH PROVIDED BY FROM FINANCING ACTIVITIES			99,820				619,607
NET DECREASE IN CASH AND CASH EQUIVALENTS			(339	)			6,321
CASH AND CASH EQUIVALENTS:
Beginning of period			422				—
End of period		$	83			$	6,321
Supplemental disclosure of cash flow information:
Cash paid for income taxes		$	—			$	—
Cash paid for interest		$	—			$	—
Non-Cash Financing Activities
Stock issued for payment of debt		$	76,100			$	—

The accompanying notes are an integral part of these financial statements

 

 

NYBD HOLDING, INC.

STATEMENT OF EQUITY

(UNAUDITED)

 

		Shares				Amount				Additional Paid In Capital				Accumulated Deficit				Stockholder’s Deficit
Balance, December 31, 2011			28,500,000			$	28,500			$	(28,500	)		$	—			$	—
Net loss for year ended Dec 31, 2012			—				—				—				(147,823	)			(147,823	)
Balance, December 31, 2012			28,500,000			$	28,500			$	(28,500	)		$	(147,823	)		$	(147,823	)
Stock issued on share exchange			24,945,562				24,946				(99,946	)			—				(75,000	)
Net loss for quarter ending March 31, 2013			—				—				—				(56,894	)			(56,894	)
Balance, March 31, 2013			53,445,562			$	53,446			$	(128,446	)		$	(204,717	)		$	(279,717	)
Stock issued for debt			30,207,226				30,207				48,013				—				78,220
Net loss for quarter ending June 30, 2013			—				—				—				(94,674	)			(94,674	)
Balance, June 30, 2013			83,652,788			$	83,653			$	(80,433	)		$	(299,391	)		$	(296,171	)
The accompanying notes are an integral part of these financial statements

 

 

 

 

 

NYBD HOLDING, INC.

CONDENSED FINANCIAL STATEMENTS

AS OF JUNE 30, 2013

(UNAUDITED)

 

NOTE 1- NATURE OF OPERATIONS AND GOING CONCERN

The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company's continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company.

On February 27, 2013, the Company consummated a share exchange with New York Bagel Deli, Inc. (“NYBD”), a Florida corporation.  Under the terms of the share exchange, NYBD received 28,500,000 shares of the Company’s common stock for 100% of the issued and outstanding capital of NYBD. As a result of the transaction, the shareholders of NYBD became the majority owners of the Company and NYBD became a wholly-owned subsidiary. Concurrent with the share exchange, the Company agreed to sell its subsidiary (the operations of League Now) to John Bianco the Company’s former CEO. In exchange for the assumption by Mr. Bianco of all associated liabilities with the exception of convertible notes held by Asher Enterprises Inc in the amount of $75,000.

NYBD Holdings, Inc. was incorporated in January 2012 and began operations in March of 2012 and has a Fiscal Year ending of December 31.

 

For accounting and reporting purposes, this transaction will be treated as a reverse merger with NYBD being the surviving entity. All balances as of and for the period ended December 31, 2012 are those of League Now exclusive of NYBD. The financial statements for March 31, 2013 and thereafter will reflect the historical balances and results of operations for NYBD, exclusive of League Now. The details of this transaction were previously reported on Form 8-K, filed March 6, 2013, and an 8K/A filed on May 2, 2013 which should be read in conjunction with these audited financial statements.  The name was officially changed from League Now Holdings Corporation to NYBD Holding, Inc on June 1, 2013 and has a new trading symbol of NYBD. 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

This summary of accounting policies for NYBD Holdings, Inc. is presented to assist in understanding the Company’s financial statements. The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America ("GAAP" accounting) and have been consistently applied in the preparation of the financial statements. The Company has adopted a December 31 fiscal year end.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. Estimates are used when accounting for allowances for bad debts, collectability of accounts receivable, amounts due to service providers, depreciation and litigation contingencies, among others.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Revenue recognition

The Company presently derives its revenue from the sale of Bagel and deli products in its South Florida restaurants. The Company will recognize revenue at point of sale or when products are fully delivered or services have been provided and collection is reasonably assured. Revenue is recognized on a gross basis with corresponding costs of goods as a reduction to revenue in cost of sales.

Property and equipment

Property and equipment are stated at cost less accumulated depreciation and amortization.  The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Maintenance and repair costs are expensed as they are incurred while renewals and improvements which extend the useful life of an asset are capitalized.  At the time of retirement or disposal of property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the results of operations.

Impairment of Long-Lived Assets

In accordance with ASC Topic 360, formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of its asset based on estimates of its undiscounted future cash flows. If these estimated future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the difference between the asset's estimated fair value and its carrying value. As of the date of these financial statements, the Company is not aware of any items or events that would cause it to adjust the recorded value of its long-lived assets for impairment.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Emerging Growth Company

We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.

Fair Value of Financial Instruments

Fair value of certain of the Company’s financial instruments including cash and cash equivalents, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments.

Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk.

Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

Level 1

Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; The Company values it’s available for sale securities using Level 1.

Level 2

Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3

Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair values.

Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3

measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income.

Income Taxes

Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Use of net operating loss carry forwards for income tax purposes may be limited by Internal Revenue Code section 382 if a change of ownership occurs.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2013

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.

Advertising Costs

The Company's policy regarding advertising is to expense advertising when incurred.

Stock-Based Compensation

Stock--based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718) To date, the Company has not adopted a stock option plan and has not granted any stock options.

New Authoritative Accounting Guidance

On July 1,2009, the Accounting Standards Codification ("ASC") became the Financial Accounting Standards Board ("FASB") officially recognized source of authoritative U.S. generally accepted accounting principles applicable to all public and non-public non-governmental entities, superseding existing FASB, AICPA, EITF and related literature. Rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. All other accounting literature is considered non-authoritative. The switch to the ASC affects the away companies refer to U.S. GAAP in financial statements and accounting policies. Citing particular content in the ASC involves specifying the unique numeric path to the content through the Topic, Subtopic, Section and Paragraph structure.

FASB ASC Topic 260, "Earnings Per Share." On January 1,2009, the Company adopted new authoritative accounting guidance under FASB ASC Topic 260, "Earnings Per Share," which provides that unvested share-- based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two--class method.

 FASB ASC Topic 820, "Fair Value Measurements and Disclosures." New authoritative accounting guidance under ASC Topic 820,"Fair Value Measurements and Disclosures," affirms that the objective of fair value when the market for an asset is not active is the price that would be received to sell the asset in an orderly transaction, and clarifies and includes additional factors for determining whether there has been a significant decrease in market activity for an asset when the market for that asset is not active. ASC Topic 820 requires an entity to base its conclusion about whether a transaction was not orderly on the weight of the evidence. The new accounting guidance amended prior guidance to expand certain disclosure requirements. The Company adopted the new authoritative accounting guidance under ASC Topic 820 during the first quarter of 2009. Adoption of the new guidance did not significantly impact the Company's consolidated financial statements.

Further new authoritative accounting guidance (Accounting Standards Update No. 2009--5) under ASC Topic 820 provides guidance for measuring the fair value of a liability in circumstances in which a quoted price in an active market for the identical liability is not available. In such instances, a reporting entity is required to measure fair value utilizing a valuation technique that uses (i) the quoted price of the identical liability when traded as an asset, (ii) quoted prices for similar liabilities or similar liabilities when traded as assets, or (iii) another valuation technique that is consistent with the existing principles of ASC Topic 820, such as an income approach or market approach. The new authoritative accounting guidance also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The forgoing new authoritative accounting guidance under ASC Topic 820 will be effective for the Company's consolidated financial statements beginning October 1, 2009 and is not expected to have a significant impact on the Company's consolidated financial statements.

 

FASB ASC Topic 825 "Financial Instruments." New authoritative accounting guidance under ASC Topic 825,"Financial Instruments," requires an entity to provide disclosures about the fair value of financial instruments in interim financial information and amends prior guidance to require those disclosures in summarized financial information at interim reporting periods.

FASB ASC Topic 855, "Subsequent Events." New authoritative accounting guidance under ASC Topic 855, "Subsequent Events," establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. ASC Topic 855 defines (i) the period after the balance sheet date during which a reporting entity's management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (iii) the disclosures an entity should make about events or transactions that occurred after the balance sheet date. The new authoritative accounting guidance under ASC Topic 855 became effective for the Company's financial statements for periods ending after June 15,2009. Effective February 24, 2010, the FASB issued Accounting Standards Update ("ASU") No. 2010-09, "Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements" which revised certain disclosure requirements. ASU No. 2010-09 did not have a significant impact on the Company's consolidated financial statements. The company evaluated subsequent events, which are events or transactions that occurred after June 30, 2012 through the issuance of the accompanying consolidated financial statements.

Management does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements

NOTE 3 - PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following:

 

		June 30, 2013				June 30, 2012
Equipment and leasehold improvements		$	521,585			$	521,585
Office equipment			22,932				22,932
Computer software			13,679				13,679
			558,196				558,196
Less: accumulated depreciation			(102,103	)			(34,035	)
		$	456,093			$	524,161

 

.

 

 

NOTE 4 – NOTES PAYABLE

On July 11, 2012, League Now Holdings Corporation (now NYBD Holding, Inc) sold and issued a Convertible Promissory Note to Asher Enterprises, Inc. in the principal amount of $53,000 pursuant to the terms of a Securities Purchase Agreement. The Note, together with accrued interest at the annual rate of eight percent (8%), is due on April 10, 2013. The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 60% of the Market Price of the Company's common stock on the date of conversion. "Market Price" is defined in the Note as the average of the lowest three (3) trading prices for the Company's common stock during the ten (10) trading days prior to the conversion date. The Company has the right to prepay the Note at any time from the date of issuance until the 180th day the Note was issued at an amount equal to135% of  the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date.

On August 29, 2012, League Now Holdings Corporation (now NYBD Holding, Inc) sold and issued a Convertible Promissory Note to Asher Enterprises, Inc. in the principal amount of $27,500 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of eight percent (8%), is due on April 10, 2013. The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 60% of the Market Price of the Company's common stock on the date of conversion. "Market Price" is defined in the Note as the average of the lowest three (3) trading prices for the Company's common stock during the ten (10) trading days prior to the conversion date. The Company has the right to prepay the Note at any time from the date of issuance until the 180th day the Note was issued at an amount equal to135% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date.

 

On May 31, 2013, NYBD Holdings, Inc sold and issued a Convertible Promissory Note to Asher Enterprises, Inc. in the principal amount of $50,000 pursuant to the terms of a Securities Purchase Agreement of even date therewith. The Note, together with accrued interest at the annual rate of eight percent (8%), is due on November 30, 2013.. The Note is convertible into the Company's common stock commencing one hundred eighty (180) days from the date of issuance at a conversion price equal to 60% of the Market Price of the Company's common stock on the date of conversion. "Market Price" is defined in the Note as the average of the lowest three (3) trading prices for the Company's common stock during the ten (10) trading days prior to the conversion date. The Company has the right to prepay the Note at any time from the date of issuance until the 180th day the Note was issued at an amount equal to135% of the then outstanding principal amount of the Note, including accrued and unpaid interest due on the prepayment date.

The first note was settled through issuances of the company’s common stock and the remaining balance of the two remaining notes due Asher Enterprises as of June 30, 2013 is $54,200.

 

NOTE 5 – NOTES PAYABLE RELATED PARTIES

The Company receives periodic advances from its principal stockholder based upon the Company's cash flow needs. As of June 30, 2013, the Company had received a total of $717,840, which is payable on demand and does not bear interest. This is an increase of $28,024 from the amount of $689,816 that had been received as of March 31, 2013.

 

NOTE 6 - COMMON STOCK

In fiscal year 2012 the Company entered into a share exchange agreement with NYBD. The Company acquired 100% for the capital stock of NYBD in exchange for 28,500,000 shares of common stock of League Now Holding Corporation (League Now), which represents a majority ownership in League Now. The share exchange was consummated on February 27, 2013 and as part of the agreement NYBD agreed to sell the operations of League Now to Mr. Bianco (the former CEO of League Now) in exchange for the assumption by Mr. Bianco of all associated liabilities with the exception of notes payable due Asher Enterprises, Inc.. For accounting purposes this transaction is being treated as a reverse merger with NYBD being treated as the surviving entity with all historical balances reflecting the history of NYBD exclusively. And as a result at the conclusion of the share exchange on February 27, 2013 the additional common stock of League Now was added to the historical balances of NYBD. The share of common stock reported on the Company’s books is the exchanged shares of 28,500,000 plus 24,945,562 for a total number of shares outstanding of 53,445,562.

 

During the second quarter of the fiscal year ending June 30, 2013 the Company issued 30,207,226 shares of restricted common stock in settlement of $76,100 of debt and $2,120 of interest. This brings the total number of shares issued and outstanding for NYBD Holding, Inc. as of June 30, 2013 to 83,652,788.

NOTE 7 – SUBSEQUENT EVENT

Subsequent to the quarter ending June 30, 2013, the company closed one of its stores. The store on 350 NE 24^th street in North Miami Beach was closed based on the Company determining that the business could not grow in that location.

 

The store had a long term lease at that location but the company has reached a settlement with the landlord whereby the Company will leave all of the equipment on the premises for the benefit of the landlord and for that consideration the landlord will terminate the lease. This will result in a loss on the disposal of assets of approximately $196,000 which will be recognized in the next quarter’s financials.

 

The Company is still aggressively pursuing an acquisition program and plans on replacing this store with a number of other stores.

 

 

 

 

 

 

ITEM 2. Management’s Discussion and Analysis and Results of Operations

 

General

 

The following discussion and analysis provides information which management of the Company believes to be relevant to an assessment and understanding of the Company’s results of operations and financial condition. This discussion should be read together with the Company’s financial statements and the notes to the financial statements, which are included in this report. This information should also be read in conjunction with the information contained in our Form 8-K/A filed with the Securities and Exchange Commission (the “Commission”) on May 3, 2013, including the audited financial statements and notes included therein as of and for the year ended December 31, 2012, which reports are incorporated herein by reference. The reported results will not necessarily reflect future results of operations or financial condition.

 

Caution Regarding Forward-Looking Statements

 

This Report contains forward-looking statements that relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this Report. Forward-looking statements are often identified by words like “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project” and similar words or expressions that, by their nature, refer to future events.

 

In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential,” or “continue,” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or achievements. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements in an effort to conform these statements to actual results.

 

Business Overview

 

League Now Holdings Corporation (“League Now”) was incorporated in September 2005 in Florida. The Company originally intended to operate as an application service provider offering web-based services for the online video gaming industry. In late 2009, the Company determined that the Company would be considered a “shell” company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934.

 

Infiniti Systems Group (“Infiniti”), a wholly owned subsidiary of League Now, was incorporated in the State of Ohio in January 1995 as J.L. Consulting, Inc., to develop and consult on application development, project management, managed information technology (IT) services, IT helpdesk services, professional staffing and placement, network security products and services, and server virtualization, backup and disaster recovery. On July 15, 1999, J.L. Consulting, Inc. changed its name to Infiniti Systems Group, Inc. 

 

On February 27, 2013, the Company consummated a share exchange with NYBD Holdings, Inc. (NYBD) pursuant to which 100% of the equity in NYBD was exchange for 28,500,000 shares of the Company’s common stock, which was previously held by the Company’s former CEO, John Bianco. As a result of the transaction, the shareholders of NYBD became the majority owners of the Company and NYBD became a wholly-owned subsidiary. The Company concurrently agreed to sell the operations of League Now to Mr. Bianco in exchange for the assumption by Mr. Bianco of all associated liabilities with the exception the notes payable due Asher Enterprises, Inc. For accounting

and reporting purposes, this transaction will be treated as a reverse merger with NYBD being the surviving entity. All balances as of and for the period ended December 31, 2012 are those of League Now exclusive of NYBD. The financial statements for March 31, 2013 and thereafter will reflect the historical balances and results of operations for NYBD, exclusive of League Now. The details of this transaction were previously reported on Form 8-K, filed March 6, 2013, and an 8K/A filed on May 2, 2013 which should be read in conjunction with these audited financial statements.

NYBD Holding, Inc. was incorporated in March 16, 2012 with a Fiscal Year ending of December 31. NYBD Holding, Inc. has two deli restaurants that specialize in providing a wide variety of Bagels and cream cheese spread toppings along with a full service juice bar and large salad bar. The restaurants are located in downtown Miami located at 350 NE 24^th St. and at 155 E. Flagler St.

 

Market Opportunity

 

The Deli business is a fast growing business with an ever increasing customer base. The Company has determined that it can capture a significant share of this market through a combination of a better product and winning marketing formula along with a lower pricing strategy. There are also a lot of small individually owned stores in the industry that have trouble competing with the larger chains which presents an opportunity for acquisition.

 

Industry Overview

 

The bagel and deli industry has become a fast growing industry in the United States. Major chain restaurants have taken the lead in this expansion. More people than ever are eating out and bagel and deli stores have added a great alternative to breakfast and lunch. Larger stores with expanded menus and expanded services have become the trend and have captured a larger market share. This is the niche that NYBD Holdings, Inc is determined to become part of.

 

Growth Strategy

 

Over the coming fiscal year, the company will employ an aggressive strategy in the acquisition of additional bagel and deli restaurants throughout Florida and the rest of the United States. NYBD has developed great customer loyalty based on a superior product, great customer service and store ambiance. By acquiring additional stores and replicating this formula the company plans on gaining significant market share. The Company’s competition has better name recognition at this point, but our pricing strategy will give us a competitive advantage to get customers in the door. NYBD’s better product and winning marketing formula will keep them coming back.

 

RESULTS OF OPERATIONS

 

Results of Operations

 

Comparisons of the Three Months Ended June 30, 2013 with the Three Months Ended June 30, 2012 along with the Six Months Ended June 30, 2013 with the Six Months Ended June 30, 2013.

 

Revenues

 

Revenues for the three months ended June 30, 2013 were $52,602 compared to $44,839 for the same three month period ending June 30, 2012. Revenues for the six months ended June 30, 2013 were $123,099 compared to $50,049 for the same six month period ending June 30, 2012. The comparison of the six month periods is not a true comparative period in that the company did not start in business until well into the first quarter of last year.

 

Cost of Revenues

 

Cost of revenues for the three months ended June 30, 2013 was $27,496 compared to $16,388 for the same three month period ending June 30, 2012. Cost of revenues for the six months ended June 30, 2013 was $54,365 compared to $18,013 for the same six month period ending June 30, 2012. The comparison of the six month periods is not a true comparative period in that the company did not start in business until well into the first quarter of last year

 

 

Gross Profit

 

Gross profit was $25,106 for the three months ended June 30, 2013, in comparison to $28,451for the same three month period ending June 30, 2012. The gross profit for the six months ended June 30, 2013 was $68,734 compared to $32, 036 for the same six month period ending June 30, 2012. Again the comparison for the six month period is not a true comparison due to the business start date being late in the first quarter of 2012.

 

General and Administrative Expenses

 

General and administrative expenses consist primarily of the cost of salaries and rent, as well as professional fees and supplies. General and administrative expenses were $94,768 for three months ending June 30, 2013 and $40,149 for the three months ending June 30, 2012. General and administrative expenses for the six months ending June 30, 2013 were $178,273 compared to $55,573 for the same six month period ending June 30, 2012. The six month periods ending on June 30, 2013 and 2012 were not comparative periods based on the start of the company being late in the first quarter.

 

Capital Resources and Liquidity

 

As of June 30, 2013, the Company had $83 in cash. As reflected in the accompanying financial statements, there was a decrease of cash in the operations of $100,159 resulting from a net loss of $145,694 for the six months ended June 30, 2013 offset in part by depreciation of $34,034 and increase in accounts payable of $5,032 and accrued expense of $4,350. Comparatively, there was $6,321 in cash for the period ending June 30, 2012. This was made up of a decrease of cash in the operations of $55,090 resulting from a net loss of $57,572 and an increase in Security deposit of $29,597 for the three months ending June 30, 2012 offset in part by depreciation of $34,035.

 

The Company may not have sufficient resources to fully develop any new businesses unless additional financing is raised. The Company can make no assurances these required funds will be available on favorable terms, if at all. If additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities would result in dilution to our existing stockholders. Additionally, these conditions may increase costs to raise capital and/or result in further dilution. The Company’s failure to raise capital when needed would adversely affect the business, financial condition and results of operations, and could force the Company to reduce or cease operations.

 

The Company believes that it will be able to meet the costs of growth and public reporting with funds generated from operations and additional amounts generated through debt and equity financing, Although management believes that the required financing will be obtained there is no guarantee these funds will be made available, and if funds are available, that the terms will be satisfactory to the Company.

 

Impact of Inflation

 

The Company does not expect inflation to be a significant factor in operation of the business.

 

Off-Balance Sheet Arrangements

 

There are no off-balance sheet arrangements between the Company and any other entity that have, or are reasonably likely to have, a current or future effect on financial conditions, changes in financial conditions, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

  

Going Concern

 

The Company has a working capital deficiency of $63,448 and a stockholders’ deficiency of $295,597, as of June 30, 2013. These factors raise substantial doubt about its ability to continue as a going concern. The Company’s

ability to continue as a going concern is dependent on the ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the company is unable to continue as a going concern.

 

Critical Accounting Policies

 

The discussion and analysis of our financial condition and results of operations are based upon The Company’s financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements 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 ongoing basis, we evaluate our estimates based 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 sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition. Some of the critical accounting estimates are detailed below.

 

Critical Accounting Estimates and New Accounting Pronouncements

 

Critical Accounting Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect reported amounts and related disclosures in the financial statements. Management considers an accounting estimate to be critical if:

 

●

it requires assumptions to be made that were uncertain at the time the estimate was made, and

 

●

changes in the estimate or different estimates that could have been selected could have a material impact on our results of operations or financial condition.

 

The Company base estimates and judgments on experience, current knowledge, and beliefs of what could occur in the future, observation of trends in the industry, information provided by customers and information available from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company has identified the following accounting policies and estimates as those that are believed to be the most critical to the financial condition and results of operations and that require management’s most subjective and complex judgments in estimating the effect of inherent uncertainties: share-based compensation expense, income taxes, and derivative financial instruments.

 

Share-Based Compensation Expense. We calculate share-based compensation expense for option awards and warrant issuances (“Share-based Awards”) based on the estimated grant/issue-date fair value using the Black-Scholes-Merton option pricing model (“Black-Scholes Model”), and recognize the expense on a straight-line basis over the vesting period, net of estimated forfeitures. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the vesting period of the Share-based Award in determining the fair value of Share-based Awards. Although we believe our assumptions used to calculate share-based compensation expense are reasonable, these assumptions can involve complex judgments about future events, which are open to interpretation and inherent uncertainty. In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period.

 

Income Taxes. As part of the process of preparing our consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. Our provision for income taxes is determined using the asset and liability approach to account for income taxes. A current liability is recorded for the estimated taxes payable for the current year. Deferred tax assets and liabilities are recorded for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which the timing differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes in tax rates or tax laws are recognized in the provision for income taxes in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount more-likely-than-not to be realized. Changes in valuation allowances will flow through the statement of operations unless related to deferred tax assets that expire unutilized or are modified through translation, in which case both the deferred tax asset and related valuation allowance are similarly adjusted. Where a valuation allowance was established through purchase accounting for acquired deferred tax assets, any future change will be credited or charged to income tax expense.

 

 

The determination of our provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. In the ordinary course of our business, there are transactions and calculations for which the ultimate tax determination is uncertain. In spite of our belief that we have appropriate support for all the positions taken on our tax returns, we acknowledge that certain positions may be successfully challenged by the taxing authorities. We determine the tax benefits more likely than not to be recognized with respect to uncertain tax positions. Although we believe our recorded tax assets and liabilities are reasonable, tax laws and regulations are subject to interpretation and inherent uncertainty; therefore, our assessments can involve both a series of complex judgments about future events and rely on estimates and assumptions. Although we believe these estimates and assumptions are reasonable, the final determination could be materially different than that which is reflected in our provision for income taxes and recorded tax assets and liabilities.

 

New Accounting Pronouncements

 

In December 2011, FASB issued Accounting Standards Update (“ASU”) 2011-11, Balance Sheet - Offsetting. This guidance requires disclosures about offsetting and related arrangements for recognized financial instruments and derivative instruments. The standard is effective for us as of January 1, 2013 and will not materially impact our financial statement disclosures.

 

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment.” This guidance provides the option to evaluate prescribed qualitative factors to determine whether a calculated goodwill impairment test is necessary. The standard is effective for us as of January 1, 2012 and will not materially impact on our financial condition, results of operations, or financial statement disclosures.

 

In May 2011, FASB issued Accounting Standards Update (“ASU”) 2011-05, Comprehensive Income: Presentation of Comprehensive Income , to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments do not change the guidance regarding the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments should be applied retrospectively, and is effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The adoption is not expected to have a material impact on the Company’s results of operations, financial position or cash flows.

 

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs . This ASU represents the converged guidance of the FASB and the IASB (the “Boards”) on fair value measurement, and results in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” These amendments change some of the terminology used to describe many of the existing requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments should be applied prospectively, and they are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities not permitted. The adoption is not expected to have a material impact on the Company’s results of operations, financial position or cash flows.

 

 

Management does not believe there would be a material effect on the accompanying financial statements had any other recently issued but not yet effective accounting standards been adopted in the current period.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required.

 

ITEM 4 . CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures . We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, and as discussed in greater detail below, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, disclosure controls and procedures were effective:

 

●  to give reasonable assurance that the information required to be disclosed in reports that are file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and

 

●  to ensure that information required to be disclosed in the reports that are file or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our CEO and our Treasurer, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting. There are no changes in internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None

 

ITEM 1A. RISK FACTORS

 

The Company is a relatively new company without much history and has a stockholders’ deficit of $295,597. The Company’s survival is dependent upon its ability to raise sufficient capital and to be able to implement its business plan.

 

 

NYBD has a history of uncertainty about continuing as a going concern.

 

NYBD has a brief history but the year ended December 31, 2012 financial report expressed an opinion as to its ability to continue as a going concern as a result of accumulated deficit of $293,517. Unless NYBD is able to become profitable over successive future periods its ability to continue as a going concern will be in jeopardy.

 

NYBD’s success is dependent on its ability to sustain and expand operations.

 

NYBD’s near term future operation is dependent on its ability to raise sufficient capital to sustain and expand operations. The success of these endeavors will require that sufficient funding be available to assist in the development of its business plans. Should the Company be unable to improve financial condition through debt or equity offerings, the ability to successfully advance our business plan will be severely limited.

 

General economic conditions will affect our operations.

 

Changes in the general domestic economic climate may adversely affect the financial performance of NYBD. Factors that may contribute to a change in the general economic climate include interest rates, inflation, and political and social reform, all of which could affect overall employment opportunities. Increased unemployment could seriously affect our business plan. Further, the delayed revival of the domestic economy is not conducive to rapid growth.

 

The market for our stock is limited and our stock price may be volatile.

 

The market for our common stock has been limited due to low trading volume and the small number of brokerage firms acting as market makers. Due to the limitations of our market and the volatility in the market price of our stock, investors may face difficulties in selling shares at attractive prices when they want to sell. The average daily trading volume for our stock has varied significantly from week to week and from month to month, and the trading volume often varies widely from day to day.

 

We incur significant expenses as a result of the Sarbanes-Oxley Act of 2002, which expenses may continue to negatively impact our financial performance.

 

We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. Compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, has substantially increased our expenses, including legal and accounting costs, and made some activities more time-consuming and costly.

 

NYBD’s common stock is currently deemed to be “penny stock”, which makes it more difficult for investors to sell their shares.

 

NYBD’s common stock is and will be subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If NYBD remains subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If the NYBD’s securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

 

 

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Pursuant to the Stock Purchase and Share Exchange Agreement, on January 31, 2012, the Infiniti Shareholders acquired 30,000,000 post-split common shares of League Now. Such securities were not registered under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

 

In January, 2012 the Company issued 500,000 shares of its common stock to a consultant in exchanges for services rendered to the Company. Such securities were not registered under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

 

In June, 2012 the Company issued 1,500,000 shares of its common stock to a consultant in exchanges for services rendered to the Company. Such securities were not registered under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

 

 

In fiscal year 2012 the Company entered into a share exchange agreement with NYBD. The Company acquired 100% for the capital stock of NYBD in exchange for 28,500,000 shares of common stock of League Now Holding Corporation (League Now), which represents a majority ownership in League Now. The share exchange was consummated on February 27, 2013 and as part of the agreement NYBD agreed to sell the operations of League Now to Mr. Bianco (CEO of League Now) in exchange for the assumption by Mr. Bianco of all associated liabilities except for notes payable due Asher Enterprises, Inc.. For accounting purposes this transaction is being treated as a reverse merger with NYBD being treated as the surviving entity with all historical balances reflecting the history of NYBD exclusively. And as a result at the conclusion of the share exchange on February 27, 2013 the additional common stock of League Now was added to the historical balances of NYBD. The share of common stock reported on the Company’s books is the exchanged shares of 28,500,000 plus 24,945,562 for a total number of shares outstanding of 53,445,562. 

 

During the quarter ending June 30, 2013, the company issued 30,207,226 shares of restricted common stock in settlement of $76,100 of debt. The total number of shares issued and outstanding for the company is 83,652,788 as of June 30, 2013.

 

 

ITEM 3. DEFAULTS UPON SENIOR DEBT

 

None

 

ITEM 4. MINING SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

On February 27, 2013 the Company consummated a share exchange agreement with NYBD. League Now acquired 100% of the capital stock of NYBD in exchange for 28,500,000 shares of common shares of League Now which is a majority of the total issued and outstanding common stock of League Now. NYBD became a wholly-owned subsidiary of League Now, and Majority owner of League Now. NYBD concurrently agreed to sell the operations of League Now to Mr. Bianco (past CEO of League Now) in exchange for the assumption by Mr. Bianco of all associated liabilities with the exception of notes payable due Asher Enterprises, Inc.. For accounting and reporting purposes, this transaction will be treated as a reverse merger with NYBD being the surviving entity. All balances as of and for the period ended December 31, 2012 are those of League Now exclusive of NYBD. The financial statements for March 31, 2013 and thereafter will reflect the historical balances and results of operations for NYBD, exclusive of League Now. The details of this transaction were previously reported on Form 8-K, filed March 6, 2013, and on Form 8-K/A, filed on May 3, 2013, which should be read in conjunction with these audited financial statements. 

 

 

 

ITEM 6. EXHIBITS

 

Exhibits:

 

Exhibit No.		Description
31.1 and 31.2		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14.*
32.1 and 32.2		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS		XBRL Instance Document**
101.SCH		XBRL Taxonomy Schema**
101.CAL		XBRL Taxonomy Calculation Linkbase**
101.DEF		XBRL Taxonomy Definition Linkbase**
101.LAB		XBRL Taxonomy Label Linkbase**
101.PRE		XBRL Taxonomy Presentation Linkbase**

 

* Filed Herewith.

**In accordance with Regulation S-T, the XBRL-related information on Exhibit No. 101 to this Quarterly Report on Form 10-Q shall be deemed “furnished” herewith and not “filed.”

 

 

 

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	NYBD Holding, Inc.
	(Registrant)
Date: August 14, 2013	/s/ Haim Yeffet
	Haim Yeffet
	Chief Executive Officer
	/s/ Kenneth C. Wiedrich
	Kenneth C. Wiedrich
	Chief Financial Officer