XOTC:DRHC Quarterly Report 10-Q Filing - 4/30/2012

Effective Date 4/30/2012


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 April 30, 2012



.      . TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT


For the transition period from ___________ to _____________



EXCLUSIVE BUILDING SERVICES, INC.

(Exact name of small business issuer as specified in its charter)



Nevada

 

333-170393

 

27-3566307

(State or other jurisdiction of incorporation or organization)

 

(Commission file number)

 

(IRS Employer Identification Number)


5137 E. Armor St., Cave Creek, AZ 85331

(Address of principal executive office)


602.326.8290

(Issuer’s telephone number)





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 filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

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: 94,150,000 shares of Common Stock as of May 29, 2012.




1




EXCLUSIVE BUILDING SERVICES, INC.


FORM 10-Q

 

April 30, 2012

 

INDEX



 

 

PART I - FINANCIAL INFORMATION

Page

 

 

Item 1.    Consolidated Financial Statements

3

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

8

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

12

Item 4.    Controls and Procedures

12

 

 

PART II - OTHER INFORMATION

 

 

 

Item 1.    Legal Proceedings

13

Item 1A. Risk Factors

13

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

18

Item 3.    Defaults Upon Senior Securities

18

Item 4.    (Removed and Reserved)

18

Item 5.    Other Information

18

Item 6.    Exhibits and Reports on Form 8-K

18

 

 

SIGNATURES

18






2




PART I - FINANCIAL INFORMATION


Item 1.Financial statements


EXCLUSIVE BUILDING SERVICES, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

APRIL 30, 2012 AND JULY 31, 2011

(Unaudited)



ASSETS

 

April 30, 2012

 

July 31, 2011

Current Assets

 

 

 

 

   Current assets of discontinued operation

$

-

$

919

Total Current Assets

 

-

 

919

 

 

 

 

 

TOTAL ASSETS

$

-

$

919

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

 

 

 

 

Current Liabilities

 

 

 

 

   Accrued expenses

$

16,154

$

6,350

Total Current  Liabilities

 

16,154

 

6,350

 

 

 

 

 

Total Liabilities

 

16,154

 

6,350

 

 

 

 

 

Stockholders’ (Deficit)

 

 

 

 

Preferred stock: $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding

 

-

 

-

Common stock: $0.001 par value; 500,000,000 shares authorized; 93,750,000 and 321,875,000 shares, respectively, issued and outstanding

 

93,750

 

321,875

Additional Paid-in Capital

 

(72,309)

 

(311,575)

Retained earnings from discontinued operations

 

6,944

 

6,969

Accumulated deficit

 

(44,539)

 

(22,700)

Total Stockholders’ (Deficit)

 

(16,154)

 

(5,431)

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

$

-

$

919



See accompanying notes to the financial statements.





3




EXCLUSIVE BUILDING SERVICES, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED APRIL 30, 2012 AND 2011

(Unaudited)


 

 

2012

 

2011

CONTINUING OPERATIONS:

 

 

 

 

REVENUES

$

-

$

-

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

General and administrative

 

5,378

 

350

Compensation

 

-

 

-

 

 

 

 

 

TOTAL OPERATING EXPENSES

 

5,378

 

350

 

 

 

 

 

LOSS FROM CONTINUING OPERATIONS

 

(5,378)

 

(350)

 

 

 

 

 

DISCONTINUED OPERATION - net

 

-

 

966

 

 

 

 

 

NET INCOME (LOSS)

$

(5,378)

$

616

 

 

 

 

 

NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED

$

(0.00)

$

0.00

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

 

259,027,778

 

321,875,000



See accompanying notes to the financial statements.





4




EXCLUSIVE BUILDING SERVICES, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED APRIL 30, 2012 AND 2011

AND FOR THE PERIOD FROM INCEPTION (FEBRUARY 28, 1997) TO APRIL 30, 2012

(Unaudited)


 

 

2012

 

2011

 

Period from

inception

(Feb 28, 1997)

to

April 30, 2012

 

 

 

 

 

 

 

REVENUES

$

-

$

-

$

-

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

General and administrative

 

21,839

 

1,526

 

44,539

Compensation

 

-

 

-

 

-

 

 

 

 

 

 

 

TOTAL OPERATING EXPENSES

 

21,839

 

1,526

 

44,539

 

 

 

 

 

 

 

LOSS FROM CONTINUING OPERATIONS

 

(21,839)

 

(1,526)

 

(44,539)

 

 

 

 

 

 

 

DISCONTINUED OPERATION - net

 

(25)

 

769

 

6,944

 

 

 

 

 

 

 

NET LOSS

$

(21,864)

$

(757)

$

(37,595)

 

 

 

 

 

 

 

NET LOSS PER SHARE: BASIC AND DILUTED

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

 

313,822,993

 

321,875,000

 

 



See accompanying notes to the financial statements.




5




EXCLUSIVE BUILDING SERVICES, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM INCEPTION (FEBRUARY 28, 1997) TO APRIL 30, 2012

(Unaudited)



 

 

 

Common

Stock

Amount

 

Additional

Paid-in

Capital

 

Retained

Earnings

from

Discontinued

Operations

 

Accumulated

Deficit

 

Total

Common

Stock

Original issuance of shares (February 28, 2007)

321,875,000

$

321,875

$

(311,575)

$

-

$

-

$

10,300

Net income (loss) inception Through July 31, 2011

-

 

-

 

-

 

6,969

 

(22,700)

 

(15,731)

Balance July 31, 2011

321,875,000

 

321,875

 

(311,575)

 

6,969

 

(22,700)

 

(5,431)

Sale of common stock in August 2011

37,500,000

 

37,500

 

(25,500)

 

-

 

-

 

12,000

Return of shares to Treasury

(265,625,000)

 

(265,625)

 

264,766

 

-

 

-

 

(859)

Loss for period

-

 

-

 

-

 

(25)

 

(21,839)

 

(21,864)

Balance, April 30, 2012

93,750,000

$

93,750

$

(72,309)

$

6,944

$

(44,539)

$

(16,154)



See accompanying notes to the financial statements.




6




EXCLUSIVE BUILDING SERVICES, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED APRIL 30, 2012 AND 2011

AND FOR THE PERIOD FROM INCEPTION (FEBRUARY 28, 1997) TO APRIL 30, 2012

(Unaudited)



 

 

2012

 

2011

 

Period from inception (Feb 28, 1997) to April 30, 2012

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

    Net income (loss)

$

(21,864)

$

(757)

$

(37,595)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

    Stock issued in exchange for professional expenses

 

12,000

 

-

 

22,300

 

 

 

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

Increase in accrued expenses

 

9,804

 

850

 

16,154

Cash Flows Provided by (Used in) Operating Activities

 

(60)

 

93

 

859

 

 

 

 

 

 

 

CASH FLOWS FROM  INVESTING ACTIVITIES

 

-

 

-

 

-

 

 

 

 

 

 

 

CASH FLOWS FROM  FINANCING ACTIVITIES

 

 

 

 

 

 

    Retirement of shares

 

(859)

 

-

 

(859)

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

-

 

93

 

-

Cash, beginning of period

 

919

 

944

 

-

    Cash, end of period

$

-

$

1,037

$

-

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

Cash paid for interest

$

-

$

-

$

-

Cash paid for income taxes

$

-

$

-

$

-



See accompanying notes to the financial statements.





7




EXCLUSIVE BUILDING SERVICES, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

April 30, 2012 and 2011

(unaudited)


NOTE 1 – ORGANIZATION


Exclusive Building Services, Inc. (the “Company”) was founded as an unincorporated DBA in February 1997 and was incorporated as a C corporation under the laws of the State of Nevada on October 11, 2010. The incorporation effort included the Company issuing 312,500,000 shares of common stock to Patricia G. Skarpa, who founded and managed the business which had been providing commercial cleaning services to office buildings of 10,000 to 15,000 square feet in Harris County, TX (part of the Metropolitan Houston area) since February 1997, and 9,375,000 shares to Hallie Beth Skarpa, its other director, for services rendered. These services, involving the incorporation and planning, were valued at $10,300. Hallie Beth Skarpa is the daughter of Patricia G. Skarpa.


On March 26, 2012, the Company entered into a Spinoff Agreement with Patricia G. Skarpa and Hallie Beth Skarpa, who were its officers and directors, as well as its largest shareholders, under which the Company agreed to sell all of the assets relating to the segment of its business that provided commercial cleaning services to office buildings in exchange for all of the liabilities, as defined, of the commercial cleaning business and the return by Patricia G. Skarpa and Hallie Beth Skarpa of an aggregate of 265,625,000 shares of the Company’s common stock. As a result of the Spinoff Agreement the Company ceased to be engaged in providing commercial cleaning services to office buildings.


On March 26, 2012, Patricia G. Skarpa and Hallie Beth Skarpa entered into agreements with Toby McBride and Michael Jay Holley, officers of TO, under which they agreed to sell 28,125,000 shares of common stock to each (or an aggregate of 56,250,000 shares. After the return of the 265,625,000 shares of common stock to treasury described above, Messrs. McBride and Holley own approximately 58% of our issued and outstanding common shares.


On January 10, 2012, the Company incorporated a wholly-owned subsidiary, TO Sports Innovation, Inc. (“TO”), in Nevada. TO was inactive until March 15, 2012.


TO has now entered into an exclusive license agreement with Dethrone Royalty, Inc. giving TO the right to use the Dethrone Trademark worldwide in connection with the manufacture and sale of sports performance or energy drinks along with any other non-alcoholic beverage under the Trade Name, Dethrone Beverages.


The officers have formulas that will be used for the initial products that are planned. They have undertaken efforts to raise the financing necessary to manufacture the initial products using outside contractors and implement marketing programs. The initial amount that will be sought is approximately $300,000, although no assurances can be given as to the likelihood or timing of raising the needed funds.


TO is currently in negotiations with two production facilities but no agreement has been executed as yet.


The Company has determined that as a result of the discontinuance of janitorial service operations and entering into the manufacture and sale of sports performance or energy drinks along with any other non-alcoholic beverage under the Trade Name, Dethrone Beverages, it has re-entered the development stage as defined by Section 915-10-20 of the FASB Accounting Standards Codification. Accordingly, financial statement disclosures included in these financial statements include inception to date information. The Company has presented the accumulated deficit on the balance sheet through April 30, 2012 as deficit accumulated from discontinued operations.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Interim financial statements


The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.  Unaudited interim results are not necessarily indicative of the results for the full fiscal year.  These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended July 31, 2011 and notes thereto contained in the Company’s Annual Report on Form 10-K.



8




Basic and Diluted Loss Per Common Share


Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic and diluted net income per common share has been calculated by dividing the net income for the period by the basic and diluted weighted average number of common shares outstanding assuming that the Company incorporated as of the beginning of the first period presented. There were no dilutive shares outstanding at April 30, 2012 or 2011.


Discontinued Operations


In accordance with ASC 205-20, Presentation of Financial Statements-Discontinued Operations (“ASC 205-20”), the Company reported the results of its commercial cleaning services as a discontinued operation. The results of operations of business dispositions are   segregated from continuing operations and reflected as discontinued operations in current and prior periods. The application of the principle is discussed in Note 5, Discontinued Operation.


Recently Issued Accounting Standards


There were no new accounting pronouncements that had a significant impact on the Company’s operating results or financial position.


NOTE 3 – GOING CONCERN


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had negative working capital and a net stockholders’ deficit at April 30, 2012 and had no source of debt or equity financing.


While the Company is emphasizing a new product line involving the manufacture and sale of sports performance or energy drinks along with any other non-alcoholic beverage under the Trade Name, Dethrone Beverages, there are uncertainties as to whether the Company will obtain sufficient financing to introduce and distribute the planned product or, if distributed, there will be sufficient market demand for the products.


The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


NOTE 4 – SHARE CAPITAL


In February 2012, the Company increased the number of authorized shares to 500,000,000 and approved a 31.25 for 1 forward split of its common stock effective March 17, 2012, after which there were 359,375,000 shares of common stock outstanding. All share and per share disclosures give retroactive effect to this forward split.


On March 26, 2012, Patricia G. Skarpa and Hallie Beth Skarpa entered into agreements with Toby McBride and Michael Jay Holley, officers of TO, under which they agreed to sell 28,125,000 shares of common stock to each (or an aggregate of 56,250,000 shares. After the return of the 265,625,000 shares of common stock to treasury described in Note 1, above, Messrs. McBride and Holley own approximately 58% of our issued and outstanding common shares.


On May 4, 2012, the Company sold 400,000 newly-issued restricted shares of common stock for $50,000 ($0.125 per share). After these shares were issued, there were 94,150,000 shares outstanding.


NOTE 5 - SUBSEQUENT EVENTS


In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events from May 1, 2012 through June 15, 2012, the date of issuance of the financial statements and has determined it does not have any material subsequent events to disclose other than the raise of $50,000 disclosed in Note 4 above.




9




Item 2.   NOTE REGARDING FORWARD-LOOKING STATEMENTS


Certain matters discussed herein are forward-looking statements.  Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:


·

our future operating results;

·

our business prospects;

·

any contractual arrangements and relationships with third parties;

·

the dependence of our future success on the general economy;

·

any possible financings; and

·

the adequacy of our cash resources and working capital.


These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe," “anticipate,” “expect,” “estimate” or words of similar meaning.   Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements.   Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of filing of this Form 10-Q.   Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.   The forward-looking statements included herein are only made as of the date of filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.


MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


In February 2012, the Company approved a 31.25 for 1 forward split of its common stock effective March 17, 2012, All share and per share disclosures give retroactive effect to this forward split.


Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the fiscal years ended July 31, 2011 and 2010 that states that our lack of resources causes substantial doubt about our ability to continue as a going concern.


Operations


The Company was founded as an unincorporated DBA in February 1997 and was incorporated as a C corporation under the laws of the State of Nevada on October 11, 2010. The Company had been providing commercial cleaning services to office buildings of 10,000 to 15,000 square feet in Harris County, TX (part of the Metropolitan Houston area) since February 1997.


On January 10, 2012, the Company incorporated a wholly-owned subsidiary, TO Sports Innovation, Inc. (“TO”), in Nevada. TO was inactive until March 15, 2012.


TO has now entered into an exclusive license agreement with Dethrone Royalty, Inc. giving TO the right to use the Dethrone Trademark worldwide in connection with the manufacture and sale of sports performance or energy drinks along with any other non-alcoholic beverage under the Trade Name, Dethrone Beverages.


The License Agreement with Dethrone Royalty, Inc. is for five years and requires payments as follows:


Year

Royalty

1

12% of Gross Profit

2

$50,000 plus 8% of Gross Profit

3

$100,000 or 6% of Gross profit, whichever is higher

4

$150,000 or 6% of Gross profit, whichever is higher

5

$200,000 or 6% of Gross profit, whichever is higher




10




The License Agreement with Dethrone Royalty, Inc. specifies minimum levels of sales which, if not attained by TO, gives Dethrone Royalty, Inc. the right to terminate the License Agreement. These minimums are as follows:


Year

Minimum Sales

1

$ -0-

2

$3,000,000

3

$6,000,000

4

$9,000,000

5

$12,000,000


The License Agreement with Dethrone Royalty, Inc. also requires TO to maintain various liability insurance coverage.


The three officers have formulas that will be used for the initial products that are planned. They have undertaken efforts to raise the financing necessary to manufacture the initial products using outside contractors and implement marketing programs. The initial amount that will be sought is approximately $300,000, although no assurances can be given as to the likelihood or timing of raising the needed funds. The initial funds will be used for:


·

Production of bottles, labels and caps,

·

Purchase of inventory needed for beverage content,

·

Marketing materials,

·

Travel and business expenses, and

·

Shipping costs of our first orders.


TO is currently in negotiations with two production facilities but no agreement has been executed as yet. It is also in negotiation with distributors in each area of the United States.


On March 26, 2012, the Company entered into a Spinoff Agreement with Patricia G. Skarpa and Hallie Beth Skarpa, who were its officers and directors, as well as its largest shareholders, under which the Company agreed to sell all of the assets relating to the segment of its business that provided commercial cleaning services to office buildings in exchange for all of the liabilities, as defined, of the commercial cleaning business and the return by Patricia G. Skarpa and Hallie Beth Skarpa of an aggregate of 265,625,000 shares of the Company’s common stock. As a result of the Spinoff Agreement the Company ceased to be engaged in providing commercial cleaning services to office buildings.


Liquidity


We do not have any liquid resources. We will seek the needed funding to commence the manufacture and distribution of sports performance or energy drinks from former business associates and private investors referred to us by business associates and professional advisors.


We will attempt to raise approximately $300,000 to help get the beverage business started. We will work with contacts of our management and professionals who known to management to raise the needed funds. On May 4, 2012, we sold 400,000 newly-issued restricted shares of common stock for $50,000 ($0.125 per share). No assurances can be given as to the likelihood, terms or timing of raising the full amount of needed funds.


We are a public company and, as such, have incurred and will continue to incur additional significant expenses for legal, accounting and related services. Once we become a public entity, subject to the reporting requirements of the Exchange Act of '34, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required.


Recent Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.




11




Critical Accounting Policies


The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.


An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.


Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements.  There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made.  The financial statements include a summary of the significant accounting policies and methods used in the preparation of our financial statements. 


Seasonality


We do not yet have a basis to determine whether our business will be seasonal.


Off-Balance Sheet Arrangements


We have no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future


Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).


Item 4. CONTROLS AND PROCEDURES


Management’s Report on Internal Controls over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  The Company's internal control over financial reporting is designed 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.


Our internal control over financial reporting includes those policies and procedures that:


·

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

·

that our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and

·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.


As of April 30, 2012, our management conducted an assessment of the effectiveness of the Company's internal control over financial reporting.  In making this assessment, management followed an approach based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (known as “COSO”).  Based on this assessment, management determined that the Company's internal control over financial reporting was effective.


This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.



12




PART II - OTHER INFORMATION


Item 1. Legal Proceedings


Currently we are not aware of any litigation pending or threatened by or against the Company.


Item 1A. RISK FACTORS


You should be aware that there are various risks to an investment in our common stock. You should carefully consider these risk factors, together with all of the other information included in this Report, before you decide to invest in shares of our common stock.


If any of the following risks develop into actual events, then our business, financial condition, results of operations and/or prospects could be materially adversely affected. If that happens, the market price of our common stock, if any, could decline, and investors may lose all or part of their investment.


Risks Related to the Business


1.

EBS has virtually no financial resources. Our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.


EBS has virtually no financial resources. We have negative working capital and a stockholders’ deficit at April 30, 2012. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the fiscal year ended July 31, 2011 that states that this lack of resources causes substantial doubt about our ability to continue as a going concern. No assurances can be given that we will generate sufficient revenue or obtain necessary financing to continue as a going concern.


2.

EBS is and will continue to be completely dependent on the services of our senior officers, Toby McBride and Michael Jay Holley, the loss of whose services may cause our business operations s currently contemplated to cease, and we will need to engage and retain qualified employees and consultants to further implement our strategy.


EBS’ operations and business strategy are completely dependent upon the knowledge and business connections of Toby McBride and Michael Jay Holley. They are under no contractual obligation to remain employed by us. If either or both should choose to leave us for any reason or if either becomes ill and is unable to work for an extended period of time before we have hired additional personnel, our operations will likely fail. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop our business along the lines described in this prospectus. We will fail without the services of Messrs. McBride and Holley or an appropriate replacement(s).


We intend to acquire key-man life insurance on the lives of Messrs. McBride and Holley naming us as the beneficiary when and if we obtain the resources to do so and if they are insurable. We have not yet procured such insurance, and there is no guarantee that we will be able to obtain such insurance in the future. Accordingly, it is important that we are able to attract, motivate and retain highly qualified and talented personnel and independent contractors.


3.

Many of our likely competitors have significantly greater financial and marketing resources than do we.


Many of our likely competitors have significantly greater financial and marketing resources than do we. Many of these competitors have sophisticated management, are in a position to purchase inventory at the lowest prices and have the ability to advertise in a wide variety of media, including television. There are no assurances that our brand will be successful.


4.

Our license agreement with Dethrone Royalty, Inc. specifies minimum levels of sales which must be met. If we lost that License Agreement, our operations as currently planned are likely to fail


Our License Agreement with Dethrone Royalty, Inc. specifies minimum levels of sales which, if not attained, gives Dethrone Royalty, Inc. the right to terminate the License Agreement.  We will market our products very aggressively, but there are no assurances that we will be successful in meeting the targets set forth in the License Agreement. If we lost that License Agreement, our operations as currently planned are likely to fail.




13




5.

We are subject to the periodic reporting requirements of the Exchange Act that will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.


We are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.


In no case will the proceeds of this offering be sufficient to assist us in any way to meet any portion of these incremental costs of being public.


6.

Toby McBride and Michael Jay Holley, our principal officers, have no significant experience managing a public company and no meaningful accounting or financial reporting education or experience and, accordingly, our ability to meet Exchange Act reporting requirements on a timely basis will be dependent to a significant degree upon others.


Messrs. McBride and Holley have no significant experience managing a public company and no meaningful financial reporting education or experience. They are and will be heavily dependent on engaging and dealing with outside professional advisors, primarily lawyers and financial advisors/accountants who are and will not be affiliated with our independent auditors. We have no formal arrangements with professionals and cannot provide any assurances that we will be able to establish arrangements with professionals on terms or costs that are acceptable or affordable to us.


7.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.


Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, 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 and includes those policies and procedures that:


·

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.


Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.


8.

Having only two directors limits our ability to establish effective independent corporate governance procedures and increases the control of our president over operations and business decisions.


We have only two directors, who are also our principal executive officers. Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues. In addition, a tie vote of board members is decided in favor of the chairman, which gives her significant control over all corporate issues, including all major decisions on operations and corporate matters such as approving business combinations.


Until we have a larger board of directors that would include some independent members, if ever, there will be limited oversight of our president’s decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.




14




Risks Related to Our Common Stock 


9.

Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.


We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized (500,000,000 shares) but unissued (405,850,000 shares). In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders may further dilute common stock book value, and that dilution may be material.


10.

The interests of shareholders may be hurt because we can issue shares of our common stock to individuals or entities that support existing management with such issuances serving to enhance existing management’s ability to maintain control of our Company.


Our president will own a significant majority of outstanding shares after the completion of the offering. In addition, our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. Although transactions, other than those described in this prospectus, are not currently being contemplated or discussed, our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of our Company or participate in other transactions, including entering into possible business combinations, without the support of other shareholders.


11.

Our two principal officers control all corporate activities and can approve all transactions, including mergers, without the approval of other shareholders.


Messrs. McBride and Holley have a sufficient number of shares to control all corporate activities and can approve transactions, including possible mergers, issuance of shares and her compensation level, without the approval of other shareholders. Their decisions may not be in the best interests of other shareholders.


12.

Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.


Our Articles of Incorporation at Article XI provide for indemnification as follows: "No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer: (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification."


We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.




15




13.

Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.


We have been granted a trading symbol (EXBS). However, there is and there has never been any established trading market for our common stock. There is currently no established public market whatsoever for our securities.


Because of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions.


14.

Our shares may not become eligible to be traded electronically which would result in brokerage firms being unwilling to trade them.   


We plan to try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company ("DTC") to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all companies on the OTCBB. What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCBB, it is a necessity to process trades on the OTCBB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.


15.

Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.


Our shares will be considered a “penny stock.”  Rule 3a51-1 of the Exchange Act establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. This classification will severely and adversely affects any market liquidity for our common stock.


16.

The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.


Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:


·

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

·

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

·

"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by sales persons;

·

Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

·

Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.


17.

Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states.


There is currently no established public market for our common stock, and there can be no assurance that any established public market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 17 states which do not offer manual exemptions (or may offer manual exemptions but may not to offer one to us if we are considered to be a shell company at the time of application) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one.



16




18.

Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.


Our articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.


19.

We do not expect to pay cash dividends in the foreseeable future.


We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.


20.

Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.


The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.


Because none of our directors are independent directors, we do not currently have independent audit or compensation committees. As a result, these directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.


We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.


21.

You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.


As of effectiveness of our registration statement on August 18, 2011, we are required to file periodic reports with the SEC which will be immediately available to the public for inspection and copying. Except during the year that our registration statement becomes effective, these reporting obligations may (in our discretion) be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8A (which we have no current plans to file). If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file periodic reports with the SEC and your access to our business information would then be even more restricted. After this registration statement on Form S-1 becomes effective, we will be required to deliver periodic reports to security holders. However, we will not be required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act until we have both 500 or more security holders and greater than $10 million in assets. This means that your access to information regarding our business will be limited.


For all of the foregoing reasons and others set forth herein, an investment in our securities involves a high degree of risk.




17




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


None


Item 3. Defaults Upon Senior Securities


None


Item 4. (Removed and Reserved)



Item 5. Other Information


None


Item 6. Exhibits and Reports of Form 8-K


(a)

Exhibits


31.1  Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1  Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002





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


 

Exclusive Building Services, Inc.

(Registrant)

 

/s/ Toby McBride

Toby McBride

Title: President and Chief Financial Officer


June 18, 2012




18


XOTC:DRHC Quarterly Report 10-Q Filling

XOTC:DRHC Stock - Get Quarterly Report SEC Filing of XOTC:DRHC stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

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XOTC:DRHC Quarterly Report 10-Q Filing - 4/30/2012
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