XOTC:TCXB Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 
______________
 
 
FORM 10-Q
 
______________
 

 
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2012
 
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____________ to____________
 
Commission File Number: 000-53408
 
TC X CALIBUR, INC.
(Exact name of issuer as specified in its charter)


Nevada
 
87-0474017
(State or Other Jurisdiction of
 
(I.R.S. Employer I.D. No.)
incorporation or organization)
   


4685 S. Highland Drive, Suite #202
Salt Lake City, Utah 84117
(Address of Principal Executive Offices)

(801) 278-9424
(Registrant’s Telephone Number, Including Area Code)

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes [X]   No [  ]  (The Registrant does not maintain a website.)

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
1
 
 


Large accelerated filer [  ]
Accelerated filer [  ]
Non-accelerated filer [  ]
Smaller reporting company [X]

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

The number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date:

     
     
Class
 
Outstanding as of May 11, 2012
Common Capital Voting Stock, $0.001 par value per share
 
1,325,062 shares

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, Financial Statements and Notes to Financial Statements contain forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or intended.

PART I - FINANCIAL STATEMENTS

Item 1. Financial Statements.

March 31, 2012
C O N T E N T S


Condensed Consolidated Balance Sheets
3
Condensed Consolidated Statements of Operations
4
Condensed Consolidated Statements of Cash Flows
5
Notes to Unaudited Condensed Consolidated Financial Statements
6






 
2
 
 


TC X CALIBUR, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2012 and December 31, 2011
(Unaudited)


   
March 31, 2012
   
December 31, 2011
 
             
 ASSETS
           
             
 Total Assets
  $ -     $ -  
                 
 LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
                 
 Liabilities
               
 Current Liabilities
               
 Accounts Payable
  $ -     $ -  
 Payable to related parties
    88,616       84,114  
 Accrued Interest - related parties
    1,349       -  
 Total Current Liabilities
    89,965       84,114  
 Total Liabilities
    89,965       84,114  
 
               
 Stockholders’ Deficit
               
 Preferred Stock--5,000,000 shares authorized,
               
 $.001 par value; 0 shares issued and outstanding
    -       -  
 Common stock--50,000,000 shares authorized,
               
 $.001 par value; 1,325,062 shares issed and outstanding
               
 as of March 31, 2012 and December 31, 2011
    1,325       1,325  
 Additional Paid-In Capital
    613,675       613,675  
 Accumulated Deficit
    (613,885 )     (613,885 )
 Deficit Accumulated During Development Stage
    (91,080 )     (85,229 )
 Total Stockholders’ Deficit
    (89,965 )     (84,114 )
 Total Liabilities and Stockholders' Deficit
  $ -     $ -  




See accompanying notes to unaudited condensed consolidated financial statements.

 
3
 
 

TC X CALIBUR, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2012 and 2011 and
for the Period from Reactivation (January 1, 2005) through March 31, 2012
(Unaudited)





               
From
 
   
For the
   
For the
   
reactivation
 
   
Three Months
   
Three Months
   
(01/01/05)
 
   
Ended
   
Ended
   
through
 
   
March 31,
   
March 31,
   
March 31,
 
   
2012
   
2011
   
2012
 
                   
 Revenues
  $ -     $ -     $ -  
 General and Administrative Expenses
    4,502       3,475       89,731  
 Net loss from operations
    (4,502 )     (3,475 )     (89,731 )
                         
 Other Income (Expense)
                       
 Related Party Interest Expense
    (1,349 )     -       (1,349 )
 Total Other Income (Expense)
    (1,349 )     -       (1,349 )
 Net Loss Before Taxes
    (5,851 )     (3,475 )     (91,080 )
 Provision for Income Taxes
    -       -       -  
 Net Loss
  $ (5,851 )   $ (3,475 )   $ (91,080 )
                         
 Basic and Diluted Loss Per Share
  $ (0.01 )   $ (0.01 )   $ (0.07 )
 Basic and Diluted Weighted Average Shares Outstanding
    1,325,062       1,325,062       1,325,062  






See accompanying notes to unaudited condensed consolidated financial statements.

 
4
 
 

TC X CALIBUR, INC.
 (A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2012 and 2011 and
for the Period from Reactivation (January 1, 2005) through March 31, 2012
(Unaudited)

               
From
 
   
For the
   
For the
   
reactivation
 
   
Three Months
   
Three Months
   
(01/01/05)
 
   
Ended
   
Ended
   
through
 
   
March 31,
   
March 31,
   
March 31,
 
   
2012
   
2011
   
2012
 
 Cash Flows From Operating Activities
                 
 Net loss
  $ (5,851 )   $ (3,475 )   $ (91,080 )
                         
 Adjustments to reconcile net loss to
                       
 net cash provided by operating activities:
                       
                         
 (Increase) Decrease in:
                       
 Prepaid Expense
    -       1,200       18,750  
                         
 Increase (decrease) in:
                       
Accounts payable
    -       (1,372 )     (427 )
Payables to related parties
    4,502       3,647       71,408  
Increase in related party accrued interest
    1,349       -       1,349  
                         
 Net Cash From Operations
    -       -       -  
                         
 Net Change in Cash
    -       -       -  
 Beginning Cash Balance
    -       -       -  
 Ending Cash Balance
  $ -     $ -     $ -  
                         
 Supplemental Disclosure of Cash Flow Information:
                       
 Cash paid for income taxes
  $ -     $ -     $ -  
 Cash paid for interest
    -       -       -  



See accompanying notes to unaudited condensed consolidated financial statements.

 
5
 
 

TC X CALIBUR, INC.
 (A Development Stage Company)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012

NOTE 1 BASIS OF PRESENTATION

The accompanying financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The interim financial statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary to present a fair statement of the results for the period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. The results of operations for the period ended March 31, 2012, are not necessarily indicative of the operating results for the full year.

NOTE 2 LIQUIDITY/GOING CONCERN

The Company does not have significant assets, nor has it established operations, and has accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. It is the intent of the Company to seek a merger with an existing, well-capitalized operating company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 RELATED PARTY TRANSACTIONS

The Company had expenses and payables paid in its behalf by a shareholder in the amount of $4,502 during the quarter. The balance due to the shareholder is $88,616 as of March 31, 2012. The aggregate amount of related party loans is non-interest bearing, unsecured and payable on demand. However, the Company imputes interest on the loan at 10% per annum.  Imputed interest expense on related party loans for the three-month periods ended March 31, 2012 and 2011 totaled $1,349 and $0, respectively.

NOTE 4 RECENT ACCOUNTING PRONOUNCEMENTS

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position or cash flows.  Based on that review, the Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements.

 
6
 
 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Plan of Operations

Our Company’s plan of operation for the next 12 months is to: (i) consider guidelines of industries in which our Company may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected.

During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing; the payment of our Securities and Exchange Commission and the Exchange Act reporting filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization.  Because a principal shareholder has been paying all of the operating expenses, management does not anticipate that we will have to raise additional funds during the next 12 months.

Our common stock currently trades on the Over-the-Counter Bulletin Board (OTCBB) under the symbol TCXB.OB.

Results of Operations

Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011

We had no operations during the quarterly period ended March 31, 2012, nor do we have operations as of the date of this filing.  General and administrative expenses were $4,502 for the March 31, 2012, period, compared to $3,475 for the March 31, 2011, period. General and administrative expenses for the three months ended March 31, 2012, were comprised mainly of accounting and compliance fees.  The increase in general and administrative expenses for the 2012 quarterly period over the 2011 quarterly period was limited to increased audit expenses and other office fees.  We had a net loss of $5,851 for the March 31, 2012, period compared to a net loss of $3,475 for the March 31, 2011, period.  The increase in net loss for the three month periods ended March 31, 2012, and 2011. is due to the imputed interest expense on related party loans totaling $1,349 and $0, respectively.

 
7
 
 

Liquidity and Capital Requirements

We had no cash or cash equivalents on hand. If additional funds are required, such funds may be advanced by management or shareholders as loans to us.  During the quarterly period ended March 31, 2012, expenses and accounts payable were paid by a principal shareholder in the amount of $4,502, and during the quarterly period ended March 31, 2011, additional expenses and accounts payable paid by a principal shareholder totaled $3,647. The aggregate amount of $88,616 is outstanding as of March 31, 2012, is unsecured and is due on demand. Because we have not identified any acquisition or venture, it is impossible to predict the amount of any such loan.

Off-balance Sheet Arrangements

None.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Not required.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the President and Secretary, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our President and Treasurer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report.  Based upon that evaluation, our President and Treasurer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) 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

Not required.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None; not applicable.

 
8
 
 


Item 4. [Removed and Reserved]

Item 5. Other Information

None.

Item 6. Exhibits

(a) Exhibits

Exhibit No.
Identification of Exhibit
31.1
Certification of Travis T. Jenson Pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2
Certification of Jason Jenson Pursuant to Section 302 of the Sarbanes-Oxley Act.
32
Certification of Travis T. Jenson and Jason Jenson Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.
101.INS
XBRL Instance Document*
101.SCH
XBRL Taxonomy Extension Schema*
101.CAL
XBRL Taxonomy Extension Calculation Linkbase*
101.DEF
XBRL Taxonomy Extension Definition Linkbase*
101.LAB
XBRL Taxonomy Extension Label Linkbase*
101.PRE
XBRL Taxonomy Extension Presentation Linkbase*

*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 (b) Reports on Form 8-K

None.

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TC X CALIBUR, INC.
(Issuer)

Date:
May 11, 2012
 
By:
/s/Travis T. Jenson
       
Travis T. Jenson, President and Director
         


Date:
May 11, 2012
 
By:
/s/Jason Jenson
       
Jason Jenson, Secretary/Treasurer, Director

9

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