U.S. 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 April 30, 2015
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File No. 333-192468
STARK NAKED BOBBERS
(Exact name of small business issuer as specified in its charter)
| Nevada | 46-3736799 |
| (State or other jurisdiction of incorporation | (I.R.S. Employer Identification No.) |
| Or organization) |
|
8650 Miramar Road, San Diego, California 92126
(Address of Principal Executive Offices)
(858) 578-8193
(Issuer’s telephone number)
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| [ ] Large accelerated filer | [ ] Accelerated filer |
| [ ] Non-accelerated filer | [X] Smaller reporting company |
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer’s classes of common equity, as of June 18, 2015: 13,000,000 shares of common stock.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes [ ] No [X]
Transitional Small Business Disclosure Format (Check One) Yes [ ] No [X]
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
STARK NAKED BOBBERS
Financial Statements
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| Page |
| Financial Statements: |
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| Condensed Balance Sheets, April 30, 2015 (unaudited) and October 31, 2014 (audited) | 4 |
| Condensed Statements of Operations (unaudited), for the three and six month period ended April 30, 2105 and 2014 | 5 |
| Condensed Statements of Cash Flows (unaudited), for the three and six months period ended April 30, 2015 and 2014 | 6 |
| Notes to Financial Statements (unaudited) | 7 |
3
STARK NAKED BOBBERS
CONDENSED BALANCE SHEETS
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| April 30, 2015 |
| October 31, 2014 | ||
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| (unaudited) |
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| ASSETS |
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| Current Assets |
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| Cash | $ | 49 |
| $ | 3,720 |
| Total Current Assets | $ | 49 |
| $ | 3,720 |
| Security Deposits | $ | 4,000 |
| $ | 4,000 |
| TOTAL ASSETS | $ | 4,049 |
| $ | 7,720 |
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| LIABILITIES & STOCKHOLDERS' DEFICIT |
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| Current Liabilities |
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| Accounts Payable & Accrued Expenses | $ | 16,625 |
| $ | 11,250 |
| Due to Related Party | $ | 15,524 |
| $ | 6,900 |
| Total Current Liabilities | $ | 32,149 |
| $ | 18,150 |
| TOTAL LIABILITIES | $ | 32,149 |
| $ | 18,150 |
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| STOCKHOLDERS' EQUITY (DEFICIT) |
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| Common Stock, $0.001 Par Value Authorized Common Stock 75,000,000 shares at $0.001 Issued and Outstanding13,000,000 & 13,000,000 Common Shares at April 30, 2015 & October 31, 2014, respectively | $ | 13,000 |
| $ | 13,000 |
| Additional Paid In Capital | $ | 87,000 |
| $ | 67,000 |
| Deficit Accumulated During the Development Stage | $ | (128,100) |
| $ | (90,430) |
| TOTAL STOCKHOLDERS' DEFICIT | $ | (28,100) |
| $ | (10,430) |
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| TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ | 4,049 |
| $ | 7,720 |
The accompanying notes are an integral part of these financial statements.
4
STARK NAKED BOBBERS
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
|
| 3-month period ended April 30, 2015 |
| 3-month period ended April 30, 2014 |
| 6-month period ended April 30, 2015 |
| 6-month period ended April 30, 2014 | ||||
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REVENUES | $ | - |
| $ | - |
| $ | - |
| $ | - |
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EXPENSES |
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| General & Admin |
| 16,297 |
|
| 541 |
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| 32,820 |
|
| 1,347 |
Professional Fees |
| 3,050 |
|
| 1,750 |
|
| 4,850 |
|
| 4,000 |
| Total Expenses |
| 19,347 |
|
| 2,291 |
|
| 37,670 |
|
| 5,347 |
LOSS FROM OPERATIONS | $ | (19,347) |
| $ | (2,291) |
| $ | (37,670) |
| $ | (5,347) |
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Provision for Income Taxes |
| - |
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| - |
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| - |
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| - |
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NET LOSS | $ | (19,347) |
| $ | (2,291) |
| $ | (37,670) |
| $ | (5,347) |
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BASIC AND DILUTED LOSS PER COMMON SHARE | $ | (0.00) |
| $ | (0.00) |
| $ | (0.00) |
| $ | (0.00) |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
| 13,000,000 |
|
| 10,000,000 |
|
| 13,000,000 |
|
| 10,000,000 |
The accompanying notes are an integral part of these financial statements
5
STARK NAKED BOBBERS
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
|
| 6-month period ended April 30, 2015 |
| 6-month period ended April 30, 2014 | ||
| OPERATING ACTIVITIES |
|
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| Net Income | $ | (37,670) |
| $ | (5,347) |
| Adjustments to reconcile Net Loss to net cash provided by operations: |
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| Contribution of services, at fair value |
| 20,000 |
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| Changes in operating assets and liabilities: |
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| Prepaid & other assets |
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| (130) |
| Increase (decrease)in AP & Accrued Expenses |
| 5,375 |
|
| 500 |
| Net cash provided by Operating Activities | $ | (12,295) |
| $ | (4,977) |
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| FINANCING ACTIVITIES |
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| Related Party Loans |
| 8,624 |
|
| 2,000 |
| Repayment of Related Party Loans |
| - |
|
| (300) |
| Net cash provided by Financing Activities | $ | 8,624 |
| $ | 1,700 |
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| Net increase/decrease in Cash for period | $ | (3,671) |
| $ | (3,277) |
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| Cash at beginning of period |
| 3,720 |
|
| 4,965 |
| Cash at end of period | $ | 49 |
| $ | 1,688 |
The accompanying notes are an integral part of these financial statements
6
STARK NAKED BOBBERS
NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
April 30, 2015
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Stark Naked Bobbers was formed in the state of Nevada on September 25, 2013, and its year-end is October 31. Our plan of operation is to offer bobber kits for the most popular motorcycles sold. A bobber is a term for a custom motorcycle that typically has had all superficial parts shortened, removed or customized. We plan to sell our custom-built kits over the internet, and a customer with minimal mechanical skills will be able to install the parts themselves. Current products include seat kits, handle bar kits, light kits, and fender kits for the most popular motorcycle makes and models.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the six month period ended April 30, 2015, the Company had no significant operations, resulting in a loss of $37,670. The Company has an accumulated deficit of $128,100, resulting in a negative working capital of $28,100. At this time, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
The sole officer/director has agreed to advance funds to the Company to meet its obligations at her discretion.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the audited financial statements and notes thereto included in the Company’s October 31, 2014 10-K filing. The results of operations for the period ended April 30, 2015 are not necessarily indicative of the operating results for the full year.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements present the balance sheet, statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.
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In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Advertising
Advertising costs are expensed as incurred. For the six month periods ending April 30, 2015 and 2014, no advertising costs have been incurred.
Property
The Company does not own any property. The Company entered into a rental agreement in September, 2014 at $1,750 per month, plus deposits totaling $4,000. As of April 30, 2015, the Company had paid and/or accrued $10,500 in rent. The lease is cancelable upon notification and is month to month.
Net Loss per Share
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.
Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
Recent Accounting Pronouncements
The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.
NOTE 4 - CAPITAL STOCK
The Company is authorized to issue an aggregate of 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. At both April 30, 2015 and October 31, 2014, the Company had 13,000,000 common shares issued and outstanding.
On October 3, 2014, the Company completed an S-1 offering. The Company issued 3,000,000 shares at $0.01 per share for a total cash of $30,000.
8
The Company determined that the fair value of contributed service, by the sole officer and director, for the quarter ending January 31, 2015, was $10,000 and has recognized the expense and a corresponding credit to additional paid in capital.
The Company determined that the fair value of contributed service, by the sole officer and director, for the month period ending April 30, 2015, was $20,000 and has recognized the expense and a corresponding credit to additional paid in capital.
At April 30, 2015, there are no warrants or options outstanding to acquire any additional shares of common stock of the Company.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company has received net loans from related parties of $15,524 and $6,900 as of April 30, 2015 and October 31, 2014. These loans are due on demand and carry no interest.
NOTE 6 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date the financial statements were available to be issued (date of filing with the Securities and Exchange Commission). Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure.
9
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations
Note Regarding Forward Looking Statements.
This quarterly report on Form 10-Q of Stark Naked Bobbers for the period ended April 30, 2015 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.
The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the costs and effects of legal proceedings.
You should not rely on forward-looking statements in this quarterly report. This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by Stark Naked Bobbers, Financial information provided in this Form 10-Q, for periods subsequent to April 30, 2015, is preliminary and remains subject to audit. As such, this information is not final or complete, and remains subject to change, possibly materially.
Plan of Operation
We are a development stage company with a plan of operation that offers bobber kits for the most popular motorcycles on the market. A bobber is a term for a custom motorcycle that typically has had all superficial parts shortened, removed or customized. Our Bobber kits are intended for use on stock or non-customized motorcycles. Customers remove factory parts and replace them with our kits by following the instructions. Our kits then modify a stock factory motorcycle into a nostalgic looking custom bike. We plan to sell our custom built kits over the internet and a customer with minimal mechanical skills will be able to install the parts themselves. Current products include seat kits, handle bar kits, light kits, and fender kits for the most popular motorcycle makes and models.
10
Results of Operations
The three and six month periods ended April 30, 2015 and 2014
The Company did not have any operating revenues for the three and six month period ended April 30, 2015 and 2014. For the three and six month periods ended April 30, 2015 and 2014, the registrant recognized net losses of $19,347, $2,291, $37,670 and $5,347, respectively. Expenses for the year were comprised of costs mainly associated with professional fees and regulatory compliance reporting of the public entity.
Liquidity and Capital Resources
The Company has financed its expenses and costs thus far through an equity investment by one of its shareholders. Stark Naked Bobbers’ received a Notice of Effectiveness on its filing Form S-1 from the Securities and Exchange Commission on June 13, 2014 to offer on a best-efforts basis 3,000,000 shares of its common stock at a fixed price of $0.01 per share. Stark Naked Bobbers closed its offering on October 3, 2014 and raised $30,000 by placing 3,000,000 common shares through its offering. No additional shares have been sold.
Management has been successful in raising $30,000 in funds from its offering and which is budgeted to sustain operations for a twelve-month period. If we begin to generate profits, we will increase our marketing and sales activity accordingly.
The Company as a whole may continue to operate at a loss for an indeterminate period thereafter, depending upon the performance of its business. In the process of carrying out its business plan, the Company will continue to identify new financial partners and investors. However, it may determine that it cannot raise sufficient capital in the future to support its business on acceptable terms, or at all. Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to the Company or at all. The company is authorized to issue 75,000,000 shares of common stock.
We have no known demands or commitments and are not aware of any events or uncertainties, as of the date of filing, that will result in or that are reasonably likely to materially increase or decrease our current liquidity.
Critical Accounting Policies
We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our financial statements.
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While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.
For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2014 Annual Report on Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures: The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15 (f) and 15d-15(f)) as of April 30, 2015, have concluded that as of such date the Company’s disclosure controls and procedures are ineffective. Material weaknesses noted are lack of an audit committee, lack of a majority of outside directors on the board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and management is dominated by a single individual, without adequate compensating controls.
Changes in internal control over financial reporting: There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the three months ended April 30, 2015 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
None
Item 1A. Risk Factors.
The Company is a smaller reporting company and is not required to provide this information.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002
31.2 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002
101 Interactive Data files pursuant to Regulation S-T
(b) Reports on Form 8-K
None.
13
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.
STARK NAKED BOBBERS
Date: June 22, 2015
/s/ Teresa Stark
Teresa Stark
President, Chief Executive Officer,
Secretary, Chief Financial Officer,
Treasurer, Director
14
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
I, Teresa Stark, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Stark Naked Bobbers
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods present in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: June 22, 2015
/s/ Teresa Stark
Teresa Stark
President, Chief Executive Officer,
Chief Accounting Officer, Secretary,
Treasurer, Chief Financial Officer and Director
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report of Stark Naked Bobbers (the “Company”) on Form 10-Q for the period ending April 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Teresa Stark, Chief Executive Officer and Chief Accounting Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
By: /s/ Teresa Stark
Teresa Stark
Chief Executive Officer, President,
Chief Accounting Officer, Chief Financial
Officer, Secretary, Treasurer, and Director
Dated: June 22, 2015