x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
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Nevada
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26-3439890
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(State
of incorporation)
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(IRS
Employer Identification No.)
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2670
Towne Village Drive
Duluth,
Georgia 30097
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(Address
of principal executive offices)
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678.428.6026
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(Issuer’s
telephone number)
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MIB
Digital, Inc.
(Former
name, former address and former fiscal year, if changed since last
report)
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company x
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(Do
not check if a smaller
Reporting
company)
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PAGE
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PART
I - FINANCIAL INFORMATION
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Item
1.
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Financial
Statements.
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Balance
Sheets at July 31, 2010 (unaudited) and October 31, 2009
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5
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Statements
of Operations
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6
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Statements
of Stockholders' Equity (Deficiency)
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7
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Statements
of Cash Flows
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8
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Notes
to Financial Statements (unaudited)
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9
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
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13
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk.
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15
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Item
4.
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Controls
and Procedures.
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15
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PART
II - OTHER INFORMATION
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Item
1.
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Legal
Proceedings.
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17
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Item
1A.
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Risk
Factors.
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17
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds.
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17
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Item
3.
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Defaults
Upon Senior Securities.
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17
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Item
4.
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(Removed
and Reserved).
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17
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Item
5.
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Other
Information.
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17
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Item
6.
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Exhibits.
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17
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ITEM
1. FINANCIAL STATEMENTS
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Balance
Sheets at July 31, 2010 (unaudited) and October 31, 2009
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5
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Statements
of Operations
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6
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Statements
of Stockholders' Equity (Deficiency)
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7
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Statements
of Cash Flows
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8
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Notes
to Financial Statements (unaudited)
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9
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31-Jul
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As of
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2010
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October 31,
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Unaudited
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2009
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ASSETS
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CURRENT
ASSETS
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Cash
and cash equivalents
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$ | 8,198 | $ | 5,421 | ||||
Total
current assets
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8,198 | 5,421 | ||||||
TOTAL
ASSETS
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$ | 8,198 | $ | 5,421 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY)
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CURRENT
LIABILITIES
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Accounts
Payable and Accrued Liabilities
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650 | - | ||||||
Total
liabilities
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650 | - | ||||||
STOCKHOLDERS'
EQUITY (DEFICIENCY)
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Capital
Stock
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Authorized:
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250,000,000
common shares, $0.0001 par value
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Issued
and outstanding shares:
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10,200,000
and 9,000,000 shares issued and outstanding at July 31, 2010 and October
31, 2009, respectively
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$ | 1,020 | $ | 900 | ||||
Additional
paid-in capital
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19,980 | 8,100 | ||||||
Deficit
accumulated during the development stage
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(13,452 | ) | (3,579 | ) | ||||
Total
Stockholders' Equity (Deficiency)
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7,548 | 5,421 | ||||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 8,198 | $ | 5,421 |
For the Period
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from Inception
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Three Months
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Nine Months
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September 23,
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Ended
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Ended
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2009 to
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31-Jul
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31-Jul
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31-Jul
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2010
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2010
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2010
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REVENUES
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$ | 0 | $ | 0 | $ | 0 | ||||||
EXPENSES
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General
& Administrative
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$ | 1,926 | $ | 9,873 | $ | 13,452 | ||||||
Loss
Before Income Taxes
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$ | (1,926 | ) | $ | (9,873 | ) | $ | (13,452 | ) | |||
Provision
for Income Taxes
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0 | 0 | 0 | |||||||||
Net
Loss
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$ | (1,926 | ) | $ | (9,873 | ) | $ | (13,452 | ) | |||
PER
SHARE DATA:
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Basic
and diluted loss per common share
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$ | (0.000 | ) | $ | (0.001 | ) | ||||||
Weighted
Average Common shares outstanding
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10,200,000 | 9,567,033 |
Accumulated
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Additional
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During the
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Common Stock
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Paid-in
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Development
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Shares
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Amount
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Capital
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Stage
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Total
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Inception
-September 23, 2009
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- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common
shares issued to Founder for cash at $0.001 per share (par
value $0.0001) on 9/23/2009
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9,000,000 | 900 | 8,100 | - | 9,000 | |||||||||||||||
Loss
for the period from inception on September 23, 2009 to October 31,
2009
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- | - | - | (3,579 | ) | (3,579 | ) | |||||||||||||
- | ||||||||||||||||||||
Balance
- October 31, 2009
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9,000,000 | 900 | 8,100 | (3,579 | ) | 5,421 | ||||||||||||||
Loss
for the quarter ended Jan 31, 2010
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(1,600 | ) | (1,600 | ) | ||||||||||||||||
Balance
- January 31, 2010
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9,000,000 | 900 | 8,100 | (5,179 | ) | 3,821 | ||||||||||||||
Private
placement of 1,200,000 common shares ($0.0001 par value) on March 25, 2010
@ $0.01 per share
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1,200,000 | 120 | 11,880 | 12,000 | ||||||||||||||||
Loss
for the quarter ended April 30, 2010
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(6,347 | ) | (6,347 | ) | ||||||||||||||||
Balance
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10,200,000 | 1,020 | 19,980 | (11,526 | ) | 9,474 | ||||||||||||||
Loss
for the quarter ended July 31, 2010
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(1,926 | ) | (1,926 | ) | ||||||||||||||||
Balance
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10,200,000 | 1,020 | 19,980 | (13,452 | ) | 7,548 |
For the Period
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from Inception
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Nine Months
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September 23,
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Ended
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2009 to
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31-Jul
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31-Jul
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2010
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2010
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OPERATING
ACTIVITIES
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Loss
for the period
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$ | (9,873 | ) | (13,452 | ) | |||
Changes
in Operating Assets and Liabilities:
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(Increase)
decrease in prepaid expenses
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Increase
(decrease) in accounts payable
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650 | 650 | ||||||
Increase
(decrease) in accrued liabilities
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Net
cash used in operating activities
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(9,223 | ) | (12,802 | ) | ||||
INVESTING
ACTIVITIES
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Net
cash used in investing activities
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FINANCING
ACTIVITIES
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Common
stock issued for cash
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120 | 1,020 | ||||||
Additional
Paid in Capital
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11,880 | 19,980 | ||||||
Net
cash provided by financing activities
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12,000 | 21,000 | ||||||
INCREASE
IN CASH AND CASH EQUIVALENTS
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2,777 | 8,198 | ||||||
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
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5,421 | 0 | ||||||
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
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8,198 | 8,198 | ||||||
Supplemental
Cash Flow Disclosures:
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Cash
paid for:
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Interest
expense
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$ | - | $ | - | ||||
Income
taxes
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$ | - | $ | - |
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1.
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The
Company was renamed “Cahaba Pharmaceuticals, Inc.” That is, by
operation of the merger, Cahaba Pharmaceuticals is the surviving
corporation and successor in interest to the
Company.
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2.
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The
Company was re-domiciled in Nevada. That is, Cahaba
Pharmaceuticals, as successor to the Company as a result of the merger, is
a Nevada corporation.
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3.
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The
authorized capital stock of the Company was increased to 300,000,000
shares of common stock and 10,000,000 shares of “blank check” preferred
stock. That is, by operation of the merger the authorized
capital stock of Cahaba Pharmaceuticals became the combined entity’s
authorized capital stock.
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4.
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The
10,200,000 shares of the Company’s common stock outstanding prior to the
merger were converted into 85,000,000 shares of common stock (subject to
rounding up for fractional shares) of Cahaba Pharmaceuticals; the
outstanding capital stock of Cahaba Pharmaceuticals following the merger
was 85,000,018 shares of common stock and no shares of preferred
stock.
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5.
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The
directors of the Company immediately preceding the merger became the
directors of Cahaba Pharmaceuticals on and after the effectiveness of the
merger, and the officers of the Company immediately preceding the merger
became the officers of Cahaba Pharmaceuticals on and after the
effectiveness of the merger.
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ITEM
2.
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MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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1.
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The
Company was renamed “Cahaba Pharmaceuticals, Inc.” That is, by
operation of the merger, Cahaba Pharmaceuticals is the surviving
corporation and successor in interest to the
Company.
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2.
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The
Company was re-domiciled in Nevada. That is, Cahaba
Pharmaceuticals, as successor to the Company as a result of the merger, is
a Nevada corporation.
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3.
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The
authorized capital stock of the Company was increased to 300,000,000
shares of common stock and 10,000,000 shares of “blank check” preferred
stock. That is, by operation of the merger the authorized
capital stock of Cahaba Pharmaceuticals became the combined entity’s
authorized capital stock.
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4.
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The
10,200,000 shares of the Company’s common stock outstanding prior to the
merger were converted into 85,000,000 shares of common stock (subject to
rounding up for fractional shares) of Cahaba Pharmaceuticals; the
outstanding capital stock of Cahaba Pharmaceuticals following the merger
was 85,000,018 shares of common stock and no shares of preferred
stock.
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5.
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The
directors of the Company immediately preceding the merger became the
directors of Cahaba Pharmaceuticals on and after the effectiveness of the
merger, and the officers of the Company immediately preceding the merger
became the officers of Cahaba Pharmaceuticals on and after the
effectiveness of the merger.
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·
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Pertain
to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of the
company;
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·
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Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America and that
receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company;
and
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·
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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.
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Exhibit No.
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Description
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3.2
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Articles
of Incorporation of Cahaba Pharmaceuticals, Inc. (1)
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3.3
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Certificate
of Merger of MIB Digital, Inc., with and into Cahaba Pharmaceuticals, Inc.
(1)
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10.1
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Agreement
and Plan of Merger between MIB Digital, Inc., and Cahaba Pharmaceuticals,
Inc. (1)
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31.1
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Rule
13(a)-14(a)/15(d)-14(a) Certification of principal executive, financial
and accounting officer
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32.1
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Section
1350 Certification of principal executive, financial and accounting
officer
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(1)
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Incorporated
by reference, numbered as indicated above, from the registrant’s Form 8-K
filed with the Securities and Exchange Commission on August 30,
2010
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Date: September
10, 2010
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CAHABA
PHARMACEUTICALS, INC.
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By:
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/s/ Scott
Hughes
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Name:
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Scott
Hughes
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Title:
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President,
Secretary, Treasurer, Principal Executive Officer, Principal Financial and
Accounting Officer and Sole Director Chief Executive Officer and Chief
Financial
Officer
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