U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2011
[ ] 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. 333-166786
KROSSBOW HOLDING CORP.
(Name of small business issuer in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
831-77th Avenue Edmondon, Alberta, Canada T6P 1S9
(Address of principal executive offices)
780-860-9261
(Issuer's telephone number)
Securities registered pursuant to Name of each exchange on
Section 12(b) of the Act: which registered:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001
(Title of Class)
Indicate by checkmark whether the issuer: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No[ ]
Indicate by check mark whether the registrant is a large accelerated filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the
Preceding Five Years. N/A
Indicate by checkmark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court.
Yes[ ] No[ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most practicable date:
Class Outstanding as of June 30, 2011
----- -------------------------------
Common Stock, $0.01 3,200,000
KROSSBOW HOLDING CORP.
FORM 10-Q
Part 1. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Balance Sheets 3
Statements of Operations 4
Statement of Stockholders' Equity 5
Statements of Cash Flows 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
Item 4. Controls and Procedures 14
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits 15
2
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AT JUNE 30, 2011 AND MARCH 31, 2011 (UNAUDITED)
June 30, 2011 March 31, 2011
------------- --------------
ASSETS
Current Assets
Cash and cash equivalents $ 1,567 $ 933
-------- --------
TOTAL ASSETS $ 1,567 $ 933
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities
Accrued expenses $ 255 $ 3,500
Note payable - related party 17,490 8,490
-------- --------
TOTAL LIABILITIES 17,745 11,661
-------- --------
STOCKHOLDERS' EQUITY
Common stock, par $0.001, 75,000,000 shares authorized,
3,200,000 shares issued and outstanding 3,200 3,200
Paid in capital 22,800 22,800
Deficit accumulated during the development stage (42,178) (37,057)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (16,178) (11,057)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,567 $ 933
======== ========
The accompanying notes are an integral part of the financial statements.
3
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED JUNE 30, 2011 AND 2010
PERIOD FROM SEPTEMBER 17, 2009 (INCEPTION) TO JUNE 30, 2011
Period from
September 17, 2009
(Date of
Three months ended Three months ended Inception) to
June 30, 2011 June 30, 2010 June 30, 2011
------------- ------------- -------------
GROSS REVENUES $ 0 $ 0 $ 0
OPERATING EXPENSES 5,121 19,570 42,178
----------- ----------- -----------
LOSS FROM OPERATIONS (5,121) (19,570) (42,178)
OTHER EXPENSES 0 0 0
----------- ----------- -----------
NET LOSS BEFORE INCOME TAXES (5,121) (19,570) (42,178)
PROVISION FOR INCOME TAXES 0 0 0
----------- ----------- -----------
NET LOSS $ (5,121) $ (19,570) $ (42,178)
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 3,200,000 3,200,000
=========== ===========
NET LOSS PER SHARE $ (0.01) $ (0.01)
=========== ===========
The accompanying notes are an integral part of the financial statements.
4
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
PERIOD FROM SEPTEMBER 17, 2009 (INCEPTION) TO JUNE 30, 2011
Deficit
Accumulated
Common Stock Additional During the
---------------------- Paid in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
Inception, September 17, 2009 0 $ 0 $ 0 $ 0 $ 0
---------- ------- -------- --------- ---------
Common stock issued to founder at
$0.004 per share 1,000,000 1,000 3,000 -- 4,000
Common stock issued for cash at
$0.01 per share 2,200,000 2,200 19,800 -- 22,000
Net loss for the period ended
March 31, 2010 -- -- -- (6,211) (6,211)
---------- ------- -------- --------- ---------
Balance, March 31, 2010 3,200,000 3,200 22,800 (6,211) 19,789
Net loss for the year ended
March 31, 2011 -- -- -- (30,846) (30,846)
---------- ------- -------- --------- ---------
Balance, March 31, 2011 3,200,000 3,200 22,800 (37,057) (11,057)
Net loss for the period ended
June 30, 2011 -- -- -- (5,121) (5,121)
---------- ------- -------- --------- ---------
Balance, June 30, 2011 3,200,000 $ 3,200 $ 22,800 $ (42,178) $ (16,178)
========== ======= ======== ========= =========
The accompanying notes are an integral part of the financial statements.
5
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED JUNE 30, 2011 AND 2010
PERIOD FROM SEPTEMBER 17, 2009 (INCEPTION) TO JUNE 30, 2011
Period from
September 17, 2009
(Date of
Three months ended Three months ended Inception) to
June 30, 2011 June 30, 2010 June 30, 2011
------------- ------------- -------------
Cash Flows from Operating Activities:
Net loss for the period $ (5,121) $(19,570) $(42,178)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
Changes in Assets and Liabilities
Increase (decrease) in accrued expenses (3,245) (3,332) 255
-------- -------- --------
Net Cash Used in Operating Activities (8,366) (22,902) (41,953)
-------- -------- --------
Cash Flows from Financing Activities:
Proceeds from note payable - related party 9,000 0 17,490
Proceeds from the sale of common stock 0 0 26,000
-------- -------- --------
Net Cash Provided by Financing Activities 9,000 0 43,490
-------- -------- --------
Net Increase (Decrease) in Cash and Cash Equivalents 634 (22,902) 1,567
Cash and Cash Equivalents - Beginning 933 25,450 0
-------- -------- --------
Cash and Cash Equivalents - Ending $ 1,567 $ 2,548 $ 933
======== ======== ========
Supplemental Cash Flow Information:
Cash paid for interest $ 0 $ 0 $ 0
======== ======== ========
Cash paid for income taxes $ 0 $ 0 $ 0
======== ======== ========
The accompanying notes are an integral part of the financial statements.
6
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2011
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND BUSINESS
Krossbow Holding Corp. ("the Company") was incorporated under the laws of the
State of Nevada, U.S. on September 17, 2009. The Company is in the development
stage and it intends to produce Verified Emission Reduction (VER) and Reduced
Emissions from Deforestation and Degradation (REDD) carbon offsets through
global restoration projects.
The Company has not generated any revenue to date and consequently its
operations are subject to all risks inherent in the establishment of a new
business enterprise. For the period from inception, September 17, 2009 through
June 30, 2011 the Company has accumulated losses of $42,178.
BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
ACCOUNTING BASIS
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a March 31 fiscal year end.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of cash, accounts payable and notes payable approximate their
fair value due to the short period of these instruments.
DEVELOPMENT STAGE COMPANY
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development-stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the balance sheet and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents.
REVENUE RECOGNITION
The Company will recognize revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
7
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2011
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
The Company utilizes the liability method of accounting for income taxes. Under
the liability method deferred tax assets and liabilities are determined based on
the differences between financial reporting basis and the tax basis of the
assets and liabilities and are measured using enacted tax rates and laws that
will be in effect, when the differences are expected to reverse. An allowance
against deferred tax assets is recognized, when it is more likely than not, that
such tax benefits will not be realized.
Any deferred tax asset is considered immaterial and has been fully offset by a
valuation allowance because at this time the Company believes that it is more
likely than not that the future tax benefit will not be realized as the Company
has no current operations.
LOSS PER COMMON SHARE
Basic loss per share is calculated using the weighted-average number of common
shares outstanding during each reporting period. Diluted loss per share includes
potentially dilutive securities such as outstanding options and warrants, using
various methods such as the treasury stock or modified treasury stock method in
the determination of dilutive shares outstanding during each reporting period.
The Company does not have any potentially dilutive instruments.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with SFAS
No. 123 and 123 (R) (ASC 718). To date, the Company has not adopted a stock
option plan and has not granted any stock options.
As of June 30, 2011, the Company has not issued any stock-based payments to its
employees.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled "Subsequent Events".
Companies are now required to disclose the date through which subsequent events
have been evaluated by management. Public entities (as defined) must conduct the
evaluation as of the date the financial statements are issued, and provide
disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10)
provides that financial statements are considered "issued" when they are widely
distributed for general use and reliance in a form and format that complies with
GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending
after June 15, 2009 and must be applied prospectively.
In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles.
("SFAS 168" or ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as
the sole source of authoritative accounting principles recognized by the FASB to
be applied by all nongovernmental entities in the preparation of financial
statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively
effective for financial statements issued for fiscal years ending on or after
September 15, 2009 and interim periods within those fiscal years. The adoption
of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company's results of
operations or financial condition. The Codification did not change GAAP,
however, it did change the way GAAP is organized and presented.
8
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2011
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
As a result, these changes impact how companies reference GAAP in their
financial statements and in their significant accounting policies. The Company
implemented the Codification in this Report by providing references to the
Codification topics alongside references to the corresponding standards.
With the exception of the pronouncements noted above, no other accounting
standards or interpretations issued or recently adopted are expected to have a
material impact on the Company's financial position, operations or cash flows.
NOTE 2 - CAPITAL STOCK
The authorized capital of the Company is 75,000,000 common shares with a par
value of $ 0.001 per share.
In December 2009, the Company issued 1,000,000 shares of common stock at a price
of $0.004 per share for total cash proceeds of $4,000.
In January through March 2010, the Company issued 2,200,000 shares of common
stock at a price of $0.01 per share for total cash proceeds of $22,000.
The Company has 3,200,000 shares of common stock issued and outstanding as of
June 30, 2010. Of these shares, approximately 31.25% are controlled by the
Company's sole officer and director, who may be able to exert significant
influence over the operations of the Company. He may also have the power to
prevent or cause a change in control.
The Company has filed an S-1 registration statement to register some shares of
stock for sale. The shares owned by our sole director and officer are not a part
of the registration statement and his percentage ownership will be stay the same
at approximately 31.25%.
NOTE 3 - ACCRUED EXPENSES
Accrued expenses at June 30, 2010 consisted of amounts owed to the Company's
outside independent auditors.
NOTE 4 - NOTE PAYABLE - RELATED PARTY
On September 17, 2009, the sole Director and President, Jason Kropp loaned the
Company $1,079. The loan is non-interest bearing, unsecured and due upon demand.
During the year ended March 31, 2011, the director loaned the company an
additional $7,411 to fund operations. During the three-month period ended June
30, 2011 the director loaned the company an additional $9,000 to fund
operations. The loans are non-interest bearing, unsecured and due on demand.
The total due to the director was $17,490 as of June 30, 2011.
9
KROSSBOW HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2011
NOTE 5 - INCOME TAXES
For the periods ended June 30, 2011, the Company has incurred net losses and,
therefore, has no tax liability. The net deferred tax asset generated by the
loss carry-forward has been fully reserved. The cumulative net operating loss
carry-forward is approximately $42,000 at June 30, 2011, and will expire
beginning in the year 2010.
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
Net deferred tax assets consist of the following components as of:
2011
--------
NOL Carryover $ 14,280
Valuation allowance (14,280)
--------
Net deferred tax asset $ --
========
NOTE 6 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the accompanying financial
statements, the Company incurred losses of $42,178 since its inception and has
not yet produced revenues from operations. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event that the
Company cannot continue as a going concern. Management anticipates that it will
be able to raise additional working capital through the issuance of stock and
through additional loans from investors.
The ability of the Company to continue as a going concern is dependent upon the
Company's ability to attain a satisfactory level of profitability and obtain
suitable and adequate financing. There can be no assurance that management's
plan will be successful.
NOTE 7 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to June 30, 2011 to July 5, 2011, the date these financial statements
were issued, and has determined that it does not have any material subsequent
events to disclose in these financial statements.
10
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
GENERAL
KROSSBOW HOLDING CORP. was incorporated under the laws of the State of Nevada on
September 17, 2010. Our registration statement has been filed with the
Securities and Exchange Commission on May 13, 2010.
Please note that throughout this Quarterly Report, and unless otherwise noted,
the words "we," "our," "us," the "Company," refers to KROSSBOW HOLDING CORP.
CURRENT BUSINESS OPERATIONS
As of the date of this Quarterly Report, we have not started operations. The
Company is in the development stage as defined under Statement on Financial
Accounting Standards No. 7, Development Stage Enterprises ("SFAS No.7") (ASC
915-10). As of December 31, 2009 we had no revenues, have minimal assets and
have incurred losses since inception. We have yet to implement our business
model and our current focus is to obtain additional finances in order to do so.
We intend to produce Verified Emission Reduction (VER) and Reduced Emissions
from Deforestation and Degradation (REDD) carbon offsets through global
restoration projects. The offsets will be validated and verified for sale to
companies, foundations, and other entities that, for branding, policy and
corporate social responsibility reasons, wish to offset their carbon footprints
to support climate change mitigation efforts.
We have not begun operations and will not begin operations until we have
completed the additional offering. Our plan of operation is forward-looking and
there is no assurance that we will ever begin operations. We are a development
stage company and have not earned any revenue. It is likely that we will not be
able to achieve profitability and will have to cease operations due to the lack
of funding.
RESULTS OF OPERATION
Our financial statements have been prepared assuming that we will continue as a
going concern and, accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation.
11
We expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.
THREE MONTH PERIOD ENDED JUNE 30, 2011 COMPARED TO THE THREE MONTH PERIOD ENDED
JUNE 30, 2010 AND THE PERIOD FROM INCEPTION (SEPTEMBER 17, 2009) TO JUNE 30,
2011
Our net loss for the three-month period ended June 30, 2011 was ($5,121)
compared to net losses of (19,570) and ($42,178) during the three months endsed
June 30, 2010 and the period from inception (September 17, 2009) to June 30,
2011. We have not generated any revenue since inception.
During the three-month period ended June 30, 2011, we incurred general and
administrative expenses of $5,121 compared to general and administrative expense
of $19,570 during the three months ended June 30, 2010 and $42,178 incurred
during the period from inception (September 17, 2009) to June 30, 2011. General
and administrative expenses incurred during all periods since inception were
generally related to corporate overhead, financial and administrative contracted
services, such as legal and accounting, developmental costs, and expenses
associated with the filing of our registration statement.
Our net loss during the three-month period ended June 30, 2011 was ($5,121) or
($0.00) per share compared to net losses of ($19,570) or ($0.00) per share and
($42,178) or ($0.01) per share during the three months ended June 30, 2010 and
the period from inception (September 17, 2009) to June 30, 2011. The weighted
average number of shares outstanding was 3,200,000 for the three-month periods
ended June 30, 2011 and 2010.
LIQUIDITY AND CAPITAL RESOURCES
THREE-MONTH PERIOD ENDED JUNE 30, 2011
At June 30, 2011, our current assets were $1,567 and our total liabilities were
$17,745, which resulted in a working capital deficit of ($16,178). At June 30,
2011, current assets were comprised of $1,567 in cashand current liabilities
were comprised of $17,490 in loan from director and $255 in accrued expenses.
Stockholders' deficit increased from a deficit of ($11,057) for fiscal year
ended March 31, 2011 to ($16,178) at June 30, 2011.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the
three-month period ended June 30, 2011, net cash flows used in operating
activities was ($8,366) consisting primarily of a net loss of ($5,121). Net cash
flows used in operating activities was ($22,902 and ($41,953) for the three
months ended June 30, 2010 and the period from inception (September 17, 2009) to
June 30, 2011, respectively.
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advancements or the
issuance of equity and debt instruments. For the three month periods ended June
30, 2011 and June 30, 2010, we generated $9,000 and $0 cash from financing
activities. For the period from inception (September 17, 2009) to June 30, 2011,
net cash provided by financing activities was $43,490 received from sale of
common stock and loans from Director.
12
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. Our
working capital requirements are expected to increase in line with the growth of
our business.
Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our operations over the next three
months. We have no lines of credit or other bank financing arrangements.
Generally, we have financed operations to date through the proceeds of the
private placement of equity and debt instruments. In connection with our
business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) acquisition of inventory; (ii)
developmental expenses associated with a start-up business; and (iii) marketing
expenses. We intend to finance these expenses with further issuances of
securities, and debt issuances. Thereafter, we expect we will need to raise
additional capital and generate revenues to meet long-term operating
requirements. Additional issuances of equity or convertible debt securities will
result in dilution to our current shareholders. Further, such securities might
have rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
As of the date of this Quarterly Report, we have a material commitment for
fiscal year 2010. During the period from inception (September 17, 2009) to June
30, 2011, Jason Kropp, our Chief Executive Officer and a director, loaned us
$17,745. The loans are non-interest bearing and payable upon demand.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors.
GOING CONCERN
The financial statements have been prepared "assuming that we will continue as a
going concern," which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.
13
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact our financial position,
results of operations or cash flows due to adverse change in foreign currency
and interest rates.
EXCHANGE RATE
Our reporting currency is United States Dollars ("USD").
INTEREST RATE
Any future loans will relate mainly to trade payables and will be mainly
short-term. However our debt may be likely to rise in connection with expansion
and if interest rates were to rise at the same time, this could become a
significant impact on our operating and financing activities. We have not
entered into derivative contracts either to hedge existing risks of for
speculative purposes.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
An evaluation was conducted under the supervision and with the participation of
our management of the effectiveness of the design and operation of our
disclosure controls and procedures as of June 30, 2011. Based on that
evaluation, our management concluded that our disclosure controls and procedures
were effective as of such date to ensure that information required to be
disclosed in the reports that we file or submit under the Exchange Act, is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms. Such officer also confirmed that there was no change in
our internal control over financial reporting during the six-month period ended
June 30, 2011 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
14
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving us or our properties. As of
the date of this Quarterly Report, no director, officer or affiliate is (i) a
party adverse to us in any legal proceeding, or (ii) has an adverse interest to
us in any legal proceedings. Management is not aware of any other legal
proceedings pending or that have been threatened against us or our properties.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On May 5, 2010, we filed a registration statement on Form S-1 with the
Securities and Exchange Commission pursuant to which we registered 2,200,000
shares of our restricted common stock to be issued to certain shareholders for
re-sale. The registration statement was declared effective on November 12, 2010.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No report required.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
31.1 Certification of Chief Executive Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule
13a-14(b) or 15d- 14(b) and 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes- Oxley Act of 2002.
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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.
KROSSBOW HOLDING CORP.
Dated: August 2, 2011
By: /s/ Jason Kropp
-----------------------------------
Jason Kropp, President and
Chief Executive Officer
Dated: August 2, 2011
By: /s/ Jason Kropp
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Jason Kropp Chief Financial Officer
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