As
filed
with the Securities and Exchange Commission on __________, 2007. File No.
333-___________
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
SB-2
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
BIBB
CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
7389
75-3076597
(State
or
other jurisdiction
of
(Primary Standard
Industrial
(IRS Employer Identification No.)
incorporation or
organization)
Classification Code Number)
Judson
Bibb, President
5645
Coral Ridge Drive #171
Coral
Springs, Florida 33076
Telephone: 954-258-1917
(Address,
including zip code, and telephone number, including
area
code, of registrant's principal executive offices)
The
Law
Office of Michael Kessler Esq.
3436
American River Drive, Suite 11
Sacramento,
CA 95864
Phone:
(916) 239-4000
Fax:
(916) 239-4008
(Name,
address, including zip code, and telephone number, including
area
code, of agent for service)
Approximate
date of commencement of proposed sale to the public: As soon as practicable
after the effective date of this Registration Statement.
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act, check the
following box [ ]
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, check the following box and list the Securities
Act Registration Statement number of the
earlier
effective Registration Statement for the same offering. [ ]
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act Registration
Statement number of the earlier effective Registration
Statement
for the same offering. [ ]
If
this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act Registration
Statement number of the earlier effective Registration
Statement
for the same offering. [ ]
If
delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
|
CALCULATION
OF REGISTRATION FEE
|
|
Securities
to be Registered
|
Amount
to be Registered
|
Offering
Price Per Share (2) (3)
|
Aggregate
Offering Price
|
Registration
Fee (1)
|
|
Common
Stock
|
1,000,000
Shares
|
$
0.03
|
$
30,000
|
$0.92
|
(1)
Estimated solely for purposes of calculating the registration fee pursuant
to
Rule 457(c) and prepaid prior to the filing of this registration statement
via
cashier's check sent to the Lockbox or by Fedwire.
(3)
This
is an initial offering and no current trading market exists for our common
stock.
(4)
The
shares will be offered at a fixed price of $0.03 per share.
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A
FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
PROSPECTUS
BIBB
CORPORATION
1,000,000
Shares of Common Stock, par value $.001
$.030
per Share
This
is
the initial offering of common stock of Bibb Corporation and no public market
currently exists for our common stock. We are offering for sale a total of
1,000,000 shares of our common stock, on a "self-underwritten" basis, which
means our officers and directors will attempt to sell the shares. The shares
will be offered at a fixed price of $0.03 per share for a period of 180 days
from the date of this prospectus. There is no required minimum number of shares
to be purchased by any individual purchaser. This is an "all-or-nothing"
offering, which means that we will have to sell all of the shares before we
can
use any of the proceeds. Since our funds are limited and we don't believe we
could afford to engage the services of an escrow agent, all funds will be held
in a standard, but separate, bank checking account, rather than in an escrow
account, until all funds are received, at which time the funds will be released
to us for use as set forth in the Use of Proceeds section herein. In the event
we do not sell all of the shares and raise all of the proceeds before the
expiration date of the offering, all funds raised will be returned promptly
to
subscribers, without deductions or interest. The shares will be offered on
our
behalf by our officers and director, who will receive no commissions or proceeds
for any shares they sell.
We
are a
development stage, start up company and any investment you make in our
securities involves a high degree of risk. You should only purchase shares
in
this offering if you can afford a complete loss of your investment. While we
intend to engage the services of a market maker to apply for quotation on the
over-the-counter Bulletin Board on our behalf following completion of this
offering and implementation of our business plans, we cannot guarantee that
our
application will be approved and our stock listed and quoted for sale on any
public market. The shares sold in this offering will be "unrestricted
securities", which means they will be immediately eligible for trading if and
when a public market is ever developed for our common stock.
We
are in
the multi-media publishing and marketing business and intend to use the proceeds
from this offering to expand our business operations, which have been limited
to
development stage and start-up activities since inception.
BEFORE
INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY, THE
RISK
FACTORS SECTION, BEGINNING ON PAGE 7.
Neither
the U.S. Securities and Exchange Commission nor any state securities division
has approved or disapproved these securities, or determined if this prospectus
is current or complete. Any representation to the contrary is a criminal
offense.
|
|
Price
Per Share
|
Aggregate
Offering Price
|
Underwriting
Commissions
|
Proceeds
to Us (1)
|
|
Aggregate
Offering -
1,000,000
shares of Common Stock
|
$0.03
|
$
30,000
|
-0-
|
$
30,000
|
1.
We
estimate the net proceeds we will receive from this offering will be
approximately $25,000, after deducting $5,000 as the estimated costs of filing,
printing, legal, accounting and other miscellaneous expenses relating to the
offering, which we intend to pay out of the proceeds.
Subject
to Completion, Dated: ________________________________,
2007.
TABLE
OF CONTENTS
Page No.
SUMMARY
OF PROSPECTUS …………………………………………………………………..6
RISK
FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . .
………………………………………………....8
RISKS
ASSOCIATED WITH OUR COMPANY. . . . . . . . . . .. . . . . . …………………………...8
RISKS
ASSOCIATED WITH THIS OFFERING . . . . . . . . . .. . . . . .
…………………………14
USE
OF
PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . .
…………………………………………….16
DETERMINATION
OF OFFERING PRICE. . . . . . . . . . . . . . . . . ………………………………17
DILUTION
OF THE PRICE YOU PAY FOR YOUR SHARES. . . . . . . . . . ……………………17
PLAN
OF
DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . .
…………………………………………18
Terms
of
the Offering . . . . . . . . . . . . . . . . . . .
……………………………………………….......19
Procedure
for Subscribing . . . . . . . . . . . . . . . . .
………………………………………………...19
LEGAL
PROCEEDINGS . . . . . . . . . . . . . . . . . . .. . . . . .
…………………………………………20
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS . . . ….21
EXECUTIVE
COMPENSATION . . . . . . . . . . . . . . . . . . . . .
……………………………….…...22
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 22
DESCRIPTION
OF SECURITIES. . . . . . . . . . . . . . . . . . .. ……………………………………..
.23
INDEMNIFICATION.
. . . . . . . . . . . . . . . . . . . . . . ..
……………………………………………..24
DESCRIPTION
OF BUSINESS . . . . . . . . . . . . . . . . . . . . .
………………………………………24
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS. . . . . . . . . . . . . . .
………………………….33
Proposed
Milestones to Implement Business Operations . . . . ……………………….……34
DESCRIPTION
OF PROPERTY. . . . . . . . . . . . . . . . . . . . . .
…………………………………….36
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . ……………37
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS . . …37
EXPERTS
AND LEGAL COUNSEL. . . . . . . . . . . . . . . . . . . . .
…………………………………39
AVAILABLE
INFORMATION . . . . . . . . . . . . . . . . . .. . . . …………………………………..
40
FINANCIAL
STATEMENTS . . . . . . . . . . . . . . . . . . . . . . .
……………………………………40
(OUTSIDE
BACK COVER OF PROSPECTUS)
DEALER
PROSPECTUS DELIVERY OBLIGATION
Until
180
days after the registration date, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required
to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
BIBB
CORPORATION
SUMMARY
OF PROSPECTUS
To
obtain
full and complete information about our company, it is important to read the
following summary, together with the more detailed business information and
the
financial statements and related notes that appear elsewhere in this prospectus.
In this prospectus, unless the context otherwise denotes, references to "we,"
"us," "our," "Bibb Corporation" or "the Company" are to Bibb
Corporation.
General
Information about Our Company
Bibb
Corporation was incorporated in the State of Nevada on July 22, 2002. We were
formed to pursue our business objective of multi-media publishing and marketing.
Our only asset as of the date of this prospectus is our cash in the bank of
approximately $146,, the balance of cash generated from the issuance of shares
to our founders. At June 30, 2007, w had an accumulated deficit of $20,024.
We
have not generated any revenues to date; and we have been issued a "substantial
doubt" going concern opinion from our auditors. Our fiscal year end is December
31.
We
intend
to develop our business as an "information retailer", providing information
in a
simple, easy-us-use manner through multi-media applications. Our concept is
intended to blur the lines between a number of business applications: publisher,
video producer and Internet content provider. Two examples of the type of
information we intend to provide are the "For Dummies" series and "Video
Professor". Our goal is to assist customers who want to information that is
easy
to find, easy to use and easy to understand.
The
Offering
Following
is a brief summary of this offering. Please see the Plan of Distribution; Terms
of the Offering section for a more detailed description of the terms of the
offering.
The
Shares will be sold without the services of an underwriter, on an
"all-or-nothing" basis by our sole director, Judson Bibb. By this, we mean
that
if Mr. Bibb is unable to sell all of the Shares within 180 days of the effective
date of this offering, all of the money collected from subscribers will be
returned, without penalty and/or interest. Mr. Bibb will attempt to sell the
shares to friends, family members and acquaintances and will receive no
compensation for his efforts. Mr. Bibb, our sole officer, director and principal
shareholder will not purchase any Shares in this offering.
RISK
FACTORS
An
investment in these securities involves an exceptionally high degree of risk
and
is extremely speculative in nature. In addition to the other information
regarding our Company contained in this prospectus, you should consider many
important factors in determining whether to purchase shares. Following are
what
we believe are all of the material risks involved if you decide to purchase
Shares in this offering.
RISKS
ASSOCIATED WITH OUR COMPANY:
1.
We are a development stage company, have generated no revenues and lack an
operating history. An investment in the Shares offered herein is highly risky
and could result in a complete loss of your investment if we are unsuccessful
in
our business plans.
Our
company was formed in July 2002; we have just completed our research and initial
business plan; have not yet realized any revenues; and have an accumulated
deficit of $20.024. We have no operating history upon which an evaluation of
our
future prospects can be made. Such prospects must be considered in light of
the
substantial risks, expenses and difficulties encountered by new entrants into
the highly competitive publishing industry. Our ability to achieve and maintain
profitability and positive cash flow is highly dependent upon a number of
factors, including our ability to attract and retain customers for our concept,
while keeping costs to a minimum. Based upon current
plans,
we
expect to incur operating losses in future periods as we incur expenses
associated with the initial startup of our business. Furthermore, we cannot
guarantee that we will be successful in realizing revenues or in achieving
or
sustaining positive cash flow at any time in the future. Any such failure could
result in the possible closure of our operations or force us to seek additional
capital through loans or additional sales of our equity securities to continue
business operations, which would dilute the value of any Shares you purchase
in
this offering.
2.
We are totally dependent on the proceeds from this offering to implement our
proposed business plans and do not have any other sources of funding, which
could severely limit any possible revenues and result in a failure of our
business and a total loss of any investment you make in our
Company.
We
are
planning to use the proceeds of this offering to initiate the first stages
of
our business plan. Assuming we will sell all of the Shares and close this
offering, we will receive the total proceeds of $30,000, less offering expenses
of approximately $5,000, leaving us with a total of $25,000, which we expect
to
spend to implement our business plans; however, there is no guarantee that
we
will be able to generate revenues or that revenues will be sufficient to
maintain our business. As a result, you could lose all of your investment if
you
decide to purchase Shares in this offering and we are not successful in our
proposed business plans. Our auditors have expressed substantial doubt as to
our
ability to continue as a going concern.
3.
Our success depends greatly upon the efforts of Judson Bibb, our sole officer
and director. If we fail to retain the services of Mr. Bibb, it would negatively
affect our business, operating results and financial results.
The
development and implementation of our proposed business is solely dependent
on
the efforts of our President, Judson Bibb. Mr. Bibb is not and will not be
compensated for his services and the success of our business depends upon our
ability to retain him. We have not entered into a management and/or employment
agreement with Mr. Bibb and the loss of his services could have a negative
impact on our business operations, operating results and possible revenues.
If
we were to lose the services of Mr. Bibb or are unable to hire and train
competent employees, as and when needed, implementation of our proposed business
operations could be delayed or worse, fail, and you could risk a total loss
of
any investment you make in the securities offered herein.
4.
If we are successful in moving forward in our business plan, we will need to
hire additional employees. If competent and knowledgeable employees are not
available to us, as and when needed, we may be unable to expand our business
when we are ready to do so, which could result in possible revenue
losses.
We
have
no employees at this time. When we are ready to expand beyond our initial media
offerings, our success will depend in large part upon our ability to attract,
develop, motivate and retain employees. Competition for qualified personnel
is
high and we may not be able to hire or retain qualified personnel, if and when
needed. As a result, we may be unable to expand our business when we are ready
to do so, which could result in possible revenue losses.
5.
Our sole officer and director has conflicts of interest for his time in that
he
has other activities that may prevent him from devoting full time to our
operations, when needed, which may slow our operations and possibly reduce
our
financial results.
Judson
Bibb, our sole officer and director, has conflicts of interest for his time
in
that he has other activities that may prevent him from devoting full time to
our
operations. His available time to devote to our business operations may
therefore, be sporadic. In general, he intends to devote as much time as
required to our business; however, when he is working on other business matters,
he may not be able to devote the time necessary to our business, which may
delay
or limit implementation of our business plans. The limited number of hours
Mr.
Bibb will have to devote to our business activities may negatively affect our
operations and reduce or limit our potential revenues and financial results,
which could result in a loss of your investment.
6.
The information distribution industry is highly competitive and we may be unable
to successfully compete and generate revenues, which could result in a total
loss of your investment.
The
information industry is highly competitive. As a result, our proposed services
will face significant competition from larger, well-established companies,
such
as "Video Professor" and "For Dummies", our two largest competitors in the
industry. Unless we are successful in establishing our brand name and selling
our products, we may be unable to successfully enter the industry and generate
revenues. As a result, you could lose any investment you make in our
Shares
.
7.
We will be required to continuously update our software and upgrade our media
in
order to continue to successfully compete in the ever changing industry to
accommodate new software, information and programs.
We
will
be required to constantly update our software and media as new
information/devices come on the market. If we are unable to keep our media
and
offerings up to date, we could lose return customers and suffer losses of
revenues. In addition, there is no guarantee the media we are currently
developing will be accepted by the public, which means we could be forced to
expend significant, unexpected time and funds on further research and
development on our media offerings. There can be no assurance that our proposed
business plans will allow us to successfully develop our business. There is
no
guarantee that we will be able to afford to continue to upgrade our product
offerings, as and when required. Any such failure would result in a loss of
customers and could harm our results of operations and business.
8.
Our proposed operations will be subject to all regulations associated with
media
publishing, including those applicable to the download and distribution of
copyrighted materials and intellectual property from the Internet. If we are
unable to comply with any of these laws, rules and regulations, we may not
be
limited in our media offering, which could severely limit our business
operations and possible revenues.
Our
proposed operations will be subject to rapidly changing laws and regulations,
which include data privacy laws, content regulation and sales and use taxes.
Because of this rapidly evolving and uncertain regulatory environment, we cannot
predict how these laws and regulations might affect our business operations.
In
addition, these uncertainties make it difficult to ensure compliance with the
laws and regulations governing the Internet and content download. These laws
and
regulations could harm our operations and force us to change our currently
proposed business operations if they become too costly.
Although
there are few laws and regulations directly applicable to the Internet, proposed
laws and regulations could be adopted in the future covering issues such as
information content downloading, licensing, license fees, copyrights, privacy,
pricing, sales taxes and characteristics and quality of Internet services.
The
adoption of restrictive laws or regulations could slow Internet usage or expose
us to significant liabilities associated with content available in our media.
The application of existing laws and regulations governing Internet issues
such
as property ownership, libel and personal privacy are also subject to
substantial uncertainty. There can be no assurance that current or new
government laws and regulations, or the application of existing laws and
regulations (including laws and regulations governing issues such as property
ownership, content, taxation, defamation and personal injury), will not expose
us to significant liabilities, significantly slow Internet growth or otherwise
cause a material adverse effect on our proposed business operations, results
of
operations or financial condition.
9.
Our proposed operations to download media content and information from the
Internet will subject our operations to potential liability for negligence
and/or infringement of copyright and intellectual property laws, as well as
government regulations.
As
we
expand our operations and begin preparing and publishing our information media,
we will be subject to potential liability for negligence, copyright, patent,
trademark, defamation, indecency and other claims, based on the nature and
content of the materials that we download. Such claims have been brought, and
sometimes successfully
pressed,
against Internet content distributors. In addition, we could be exposed to
liability with respect to the content or unauthorized duplication of content
downloaded from our website. We could also be exposed to liability for third
party content posted by our customers in chat rooms or bulletin boards offered
on our website. It is also possible that if any
information
provided contains errors or false or misleading information, third parties
could
make claims against us for losses incurred in reliance on such information.
In
addition, the provision of such information may be illegal in some
jurisdictions. In the future, our website may contain a significant number
of
links to other websites. As a result, we may be subject to claims alleging
that,
by directly or indirectly providing links to other websites, we are liable
for
copyright or trademark infringement or the wrongful actions of third parties
through their respective websites.
Any
violation of a copyright or intellectual property law, or government regulation
by a customer, may also be imposed indirectly on us. Any such imposition
of a
liability that is not covered by insurance, is in excess of insurance coverage
or is
not covered by an indemnification by a content provider could have
a material adverse effect on our business, results of operations and financial
condition.
Liability
or alleged liability could harm our business by damaging our reputation,
requiring us to incur expensive legal costs in defense, exposing us to awards
of
damages and costs and diverting management's attention away from our business
operations. Any such liability or violation could severely impact our proposed
business operations and/or
proposed
revenues.
We
have
not yet fully examined or done any legal investigation of the copyright or
intellectual property laws that will apply to our proposed plan of operation
and
may not have sufficient funding to do so if and when we are
financially
able
to
expand, which could severely limit our possible revenues and business
operations.
10.
We do not currently have any patent or trademark protection for our concept
and
business plan and there is no guarantee that someone else will not duplicate
our
ideas and bring them to market before we do or make a
better
product, either of which could severely limit our proposed sales and
revenues.
We
have
searched the Internet and trade manuals and believe our proposed media
publishing system will be unique; however, we have no patents or trademarks
for
our designs or brand name. As business is established and operations expand,
we
may seek such protection; however, we currently have no specific plans to do
so.
We believe we can obtain trademark protection for our brand name, logo and
advertising materials once they have been designed, but we do not believe we
will be able to copyright our distribution system since our basic information
media distribution concept is already available on the Internet. Even if we
do
trademark or copyright our materials, it may not prevent unauthorized persons
from copying aspects of our business or brand. There is no assurance a third
party will not choose to copy or duplicate our proprietary information and/or
brand name. Any encroachment upon our proprietary
information,
including the unauthorized use of our brand name, the use of a similar name
by a
competing company or a lawsuit initiated against us for infringement upon
another company's proprietary information or improper use
of
their
trademark, may affect our ability to create brand name recognition, cause
customer confusion and/or have a detrimental effect on our business.
We
are
unaware of any infringement upon our proprietary rights and/or brand name and
have not been notified by any third party that we are infringing upon anyone
else's proprietary rights; however, any such infringement, litigation or adverse
proceeding could result in substantial costs and diversion of resources and
could seriously harm our business operations and/or results of operations.
11.
The offering price of the Shares have been determined arbitrarily by us and
does
not bear any relationship to our assets, book value, earnings, or other
established criteria for valuing a privately held company.
We
have
arbitrarily determined the offering price of the Shares. In determining the
number of Shares and common stock to be offered and the offering price, we
took
into consideration the amount of money we would need to implement our business
plans and the number of shares we wanted to offer to the public. Accordingly,
the offering price should not be considered an indication of the actual value
of
our securities.
RISKS
ASSOCIATED WITH THIS OFFERING:
12.
Buying low-priced penny stock is very risky and
speculative.
The
shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, and rules of the Commission. The Exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other than
certain accredited investors who are, generally, institutions with assets in
excess of $5,000,000 or individuals with net worth in excess of $1,000,000
or
annual income exceeding $200,000, or $300,000 jointly with spouse), or in
transactions not recommended by the broker-dealer. For transactions covered
by
the penny stock rules, a broker-dealer must make a suitability determination
for
each purchaser and receive the purchaser's written agreement prior to the sale.
In addition, the broker-dealer must make certain mandated disclosures in penny
stock transactions, including the actual sale or purchase price and actual
bid
and offer quotations, the compensation to be received by the broker-dealer
and
certain associated persons, and deliver certain disclosures required by
the
Commission. Consequently, the penny stock rules may affect the ability of
broker-dealers to make a market in or trade our common stock and may also
affect
your
ability
to resell any shares you may purchase in this offering in the public markets.
13.
Due to the lack of a trading market for our securities, you may have difficulty
selling any Shares you purchase in this offering.
There
is
presently no demand for our common stock, as our securities are not listed
for
trading on any public market. While we intend to seek to engage the services
of
a market maker to apply for quotation on the Over-the-Counter Bulletin Board
on
our behalf following completion of this offering and implementation of our
business plans, we cannot guarantee that our application will be approved and
our stock listed and quoted for sale on any public market. If no market is
ever
developed for our common stock, it will be difficult for you to sell any shares
underlying the Shares you purchase in this offering. In such a case, you may
find that you are unable to achieve any benefit from your investment or
liquidate your shares of common stock without considerable delay, if at all.
In
addition, if we fail
to
have
our common stock quoted on a public trading market, your common stock will
not
have a quantifiable value and it may be difficult, if not impossible, to ever
resell your shares, resulting in an inability to realize any value from your
investment.
14.
You will incur immediate and substantial dilution of the price you pay for
your
shares.
Our
existing stockholder acquired his shares at a cost substantially less than
that
which you will pay for the shares you purchase in this offering. Accordingly,
any investment you make in the Shares we are offering will result in the
immediate and substantial dilution of the net tangible book value of your shares
of common stock from the $.03 you pay for them. Following completion of this
offering and receipt of the net proceeds, the net tangible book value of the
shares of common stock purchased in this offering will be $.022 or 73% less
than
you pay for them. Purchasers of Shares in this offering will contribute 100%
of
the total amount needed to fund our company, and will own approximately 30%
of
the issued and outstanding shares of our common stock and, as such, will have
only 30% of the voting rights of our company, which means the current
stockholder will retain voting control on matters affecting our company.
15.
Any future sale of stock held by our existing stockholder, who will hold 70%
of
our total issued and outstanding shares after completion of this offering,
could
severely impact the market price of our stock.
Since
inception, a total of 2,340,000 shares of common stock have been issued to
Judson Bibb, our sole officer, director and existing principal stockholder.
These shares are "restricted securities", as that term is defined in Rule 144
of
the Rules and Regulations of the SEC promulgated under the Act. Under Rule
144,
such shares can be publicly sold, subject to volume restrictions and certain
restrictions on the manner of sale, commencing one year after their acquisition.
Any sale of these shares held by Mr. Bibb after the applicable restrictions
expire could have a depressive effect on the price of our common stock in any
market that may develop, of which there is no guarantee. Mr. Bibb does not
currently have any plans to sell his shares at any time after this offering
is
completed.
16.
We are a small, development stage start-up company with only one director on
our
Board, which could result in a lack of independence needed on certain issues
and
decisions which impact our shareholders.
We
are a
small start-up company with only one director, Judson Bibb, who is also our
President, Principal Executive Officer, Secretary, Treasurer, CFO and Principal
Accounting Officer. As a result, we lack independent directors, independent
board committees and an independent audit committee financial expert. In
addition, Mr. Bibb will own approximately 70% of our issued and outstanding
common stock after completion of this offering, giving him significant control
of any decisions regarding the company and/or our securities. There can be
no
assurance that Mr. Bibb will be completely independent in the decisions he
makes
as our sole director and/or principal stockholder that will ensure protection
of
the rights of other stockholders who purchase our securities in this offering.
17.
We will be holding all proceeds from this offering in a standard bank checking
account until all Shares are sold and there is no guarantee all of the funds
will be used as outlined in this prospectus. If the proceeds are not used as
proposed to successfully implement our business operations, our plans could
fail
and you could lose any investment you make in our Shares.
All
funds received from the sale of Shares in this
offering will be deposited into a standard bank checking account at Bank of
America in the State of Florida, where our business operating account is, until
such time as all shares are sold and the offering is closed. At that time,
the
proceeds will be transferred to our business operating account. Since the funds
will not be placed into an escrow, trust or other similar account, there can
be
no guarantee that any third party creditor who might obtain a judgment or lien
against us would not satisfy the judgment or lien by executing on the bank
account where the offering proceeds are being held. In addition, there are
no
mechanisms in place to insure the funds received from the sales of Shares in
this offering will remain segregated until all Shares are sold and/or the
offering is terminated. In any such instance, if all the offering proceeds
aren't available to us on completion of the offering, we may not be able to
successfully implement our business plans and generate revenues, which would
result in a loss of any investment you make in our securities
USE
OF PROCEEDS
We
have
estimated the net proceeds to us from this offering to be $25,000. We expect
to
disburse these proceeds in the priority set forth below, during the first 12
months after completion of this offering:
Total
Proceeds
$30,000
Less:
Estimated Offering
Expenses
5,000
Net
Proceeds to
Us:
$25,000
Layout
and
printing
8,400
Video
production
1,600
Video
duplication
2,350
TV
commercial
production
1,350
TV
airtime
5,000
Website
design and
hosting
1,450
Legal,
accounting,
etc.
3,450
Working
Capital
1,400
Total
Use
of Net
Proceeds
$25,000
DETERMINATION
OF OFFERING PRICE
The
offering price of the Shares has been determined arbitrarily by us. The price
does not bear any relationship to our assets, book value, earnings, or other
established criteria for valuing a privately held company. In determining the
initial public offering price of our Shares, we considered the history and
prospects for the industry in which we will compete, our current financial
status, the ability of our management and our business potential and future
earnings projections, the prevailing securities market at the time of this
offering and the price paid by our founder for his
shares.
Accordingly, the offering price should not be considered an indication of the
actual value of our securities.
DILUTION
OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution
represents the difference between the offering price and the net tangible book
value per share immediately after completion of this offering. Net tangible
book
value is the amount that results from subtracting total liabilities and
intangible assets from total assets. Dilution arises mainly as a result of
our
arbitrary determination of the offering price of the shares of common stock
in
the Shares being offered. Dilution of the value of the shares you purchase
is
also a result of the lower book value of the shares held by our existing
stockholder.
As
of
June 30, 2007 and the date of the filing of this registration statement, the
net
tangible book value of our shares was $146, or approximately $.00006 per share,
based upon 2,340,000 shares issued and outstanding.
Upon
completion of this Offering, but without taking into account any change in
the
net tangible book value after completion of this Offering, other than that
resulting from the sale of the Shares and receipt of the net proceeds of
$30,000, less offering expenses of $5,000, the net tangible book value of the
3,340,000 shares to be outstanding will be
$25,146,
or approximately $.007 per share. The purchasers of Shares in this offering
will
incur an immediate dilution (a reduction in net tangible book value per share
from the offering price of $0.03 per Share). As a result, after completion
of
the offering, the net tangible book value of the shares held by purchasers
in
this offering will be $.022 per share, or approximately 73% less than the $.03
price they paid for their shares.
After
completion of the sale of the Shares in this offering, the new shareholders
will
own approximately 30% of the total number of shares then outstanding, for which
they will have made a cash investment of $25,000 or $.03 per Share. The
following table illustrates the per share dilution to new investors and the
increase in net tangible book value to our current stockholder, assuming sale
of
all the Shares and completion of the offering.
Public
Offering Price per
Share
$
.03
Price
paid by Existing Stockholder for his
Shares
$
.001
Net
Tangible Book Value prior to this
Offering
$
.00006
Net
Tangible Book Value After
Offering
$
.007
Immediate
Dilution per Share to New
Investors
$
.022
(73%)
Immediate
Increase per Share to Current
Stockholder
$
.006
The
following table summarizes the number and percentage of shares purchased, the
amount and percentage of consideration paid and the average price per Share
paid
by our existing stockholder and by new investors in this offering, assuming
completion:
Total
Price
Number
of
Percent
of
Consideration
Per
Share
Shares
Held
Ownership
Paid
Existing
Stockholder
$
.001
2,340,000
70%
$
2,340
Investors
in This
Offering
$
.03
1,000,000
30%
$25,000
PLAN
OF DISTRIBUTION
This
is a
"self-underwritten" offering, which means the Shares will be sold by Judson
Bibb, our sole officer and director; no underwriters will be engaged to sell
the
Shares. This Prospectus is part of a registration statement filed with the
U.S.
Securities and Exchange Commission that permits our officer and director to
sell
the Shares directly to the public, with no commission or other remuneration
payable to him for any Shares he sells. There are no plans or arrangements
to
enter into any contracts or agreements to sell the Shares with any underwriter,
broker or dealer.
Judson
Bibb, our sole officer and director will offer the shares to friends, family
members and acquaintances and will receive no remuneration of any kind for
his
services. Mr. Bibb will not register as a broker-dealers pursuant to Section
15
of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which
sets
forth those conditions under which a person associated with an Issuer may
participate in the offering of the Issuer's securities and not be deemed to
be a
broker-dealer.
a.
Our sole
officer and director is not subject to a statutory disqualification, as that
term is defined in Section 3(a)(39) of the Act, at the time of his
participation; and,
b.
Our sole
officer and director will not be compensated in connection with his
participation by the payment of
commissions
or other remuneration based either directly or indirectly on transactions in
securities; and
c.
Our sole
officer and director is not, and will not be at the time of his participation
in
the offering, an associated person of a broker-dealer; and
d.
Our sole
officer and director meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1
of the Exchange Act, in
that
he
(A) primarily performs, or is intended primarily to perform at the end of the
offering, substantial duties for
or on behalf of
our company, other than
in connection with transactions in securities; and (B) is not a broker or
dealer,
or
been
an associated person of a broker or dealer, within the preceding twelve months;
and (C) has not participated in
selling
and offering securities for any Issuer more than once every twelve months other
than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Mr.
Bibb
will not purchase any Shares in this offering.
Terms
of the Offering
The
1,000,000 Shares will be sold at the fixed price of $.03 per Share until the
completion of this offering. There is no minimum amount of subscription required
per investor in this offering.
This
offering will commence on the date of this prospectus and continue for a period
of 180 days, unless the offering is completed prior to the expiration date.
In
the event we are unable to sell all of the Shares during the 180-day offering
period, we would consider the offering to be unsuccessful. Since this is an
"all-or-nothing" offering, if this were to happen we would promptly refund
all
monies collected from investors, without deduction or interest. All investments
will be final and investors may not rescind their investment once they have
signed a subscription agreement and remitted their funds to purchase
Shares.
Deposit
of the Offering Proceeds
We
do not
intend to deposit funds raised into an escrow account, as we feel the use of
an
escrow agent is an expense the company cannot bear at this time. We determined
the use of the standard bank account was the most efficient use of our current
limited funds. In addition, Nevada law does not require that funds raised
pursuant to the sale of securities be placed into an escrow account. Rather,
the
funds will be held in a separate bank checking account at Bank of America ,
where our regular business checking account is. All monies collected for
subscriptions will be deposited and held until all Shares are sold and $25,000
has been received. At that time, all monies will be transferred to our business
operating account for use in our business operations. In the event the total
offering amount is not sold prior to the expiration date, all monies will be
returned to investors, without interest or deduction.
Procedures
for Subscribing
If
you
decide to subscribe for any Shares in this offering, you will be required to
execute a Subscription Agreement and tender it, together with a check or
certified funds to us. All checks for subscriptions should be made payable
to
Bibb Corporation.
Potential
purchasers should note that signing subscription agreements does not relieve
us
of our obligations under the Securities Act or any other laws, rules or
regulations.
MARKET
FOR OUR COMMON STOCK
We
are
currently a privately-held company and there is no market for our common stock.
We are filing this registration statement in an effort to become a
publicly-traded company. In that regard, upon completion of the offering, we
intend to engage the services of a market maker to apply on our behalf for
quotation on the Over-the-Counter Bulletin Board (OTCBB). There is no assurance,
however, that (1) we will be able to find a market maker willing to file an
application on our behalf; (2) our application will be approved once filed;
or
(3) our stock will ever be listed or quoted for sale on any public market.
In
addition, there is no guarantee that if a trading market is developed, it will
be sustained. We cannot give any assurance that the shares offered herein will
ever have a market value or that you will be able to be resell any shares you
purchase in this offering at or above the price you pay for them in this
offering. We have not yet
sought
or
engaged the services of a market maker and do not intend to do so unless and
until we complete this offering.
LEGAL
PROCEEDINGS
We
are
not involved in any pending legal proceeding; are unaware of any pending
or
threatened litigation against us; and are not we party to any bankruptcy,
receivership or other similar proceeding.
We
are
not involved in any actions by governmental authorities, nor are we aware
of any
action that a governmental authority is contemplating. There are no current
or
pending legal proceedings or threatened litigation against our founder and
sole
shareholder.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Because
our Company was incorporated by one person, Judson Bibb, we only have one
director at this time. As we progress in our business plans and add directors,
each of whom will be elected by the stockholders to a term of one year to serve
until his or her successor is elected and qualified. Each of our officers will
be elected by the Board of Directors to a term of one year and serve until
his
or her successor is duly elected and qualified, or until he or she is removed
from office. Our Board of Directors, which currently consists solely of Mr.
Bibb, has no nominating, auditing or compensation committees at this
time.
The
name,
address, age and position of our sole officer and director is as follows:
Name
and
Address
Age
Position(s)
Held
Judson
Bibb
50
President,
Principal Executive Officer, Secretary,
1777
Polk
Street,
#4P
Treasurer,
Principal Accounting Officer and Director
Hollywood,
Florida 33020
The
person named above has held his offices/positions since inception of our Company
and is expected to hold said offices/positions until the next annual meeting
of
our stockholders. The officer and director is our only officer,
director,
promoter and control person.
Background
Information about Our Officer and Director
Judson
Bibb has been the sole officer and director of Bibb Corporation since inception
in July 2002. Since
1983,
Mr. Bibb has been a self-employed freelance multi-media producer. His services
include: Producer, Writer, Director, Cinematographer, Videographer, Still
photographer, Audio and video editor, Voiceover talent, Marketer, Ad designer,
Internet search engine optimization. He graduated from the University of South
Florida in 1980 with a B.A. Degree in Mass Communications-Film.
Mr.
Bibb
devotes approximately 20 hours per week to our business.
EXECUTIVE
COMPENSATION
Currently,
our officer and director is not being compensated for his services; nor for
any
out-of-pocket expenses he incurs on our behalf. In the future, if we are
successful in completing our offering, he will be reimbursed for
out-of-pocket
expenses he incurs; however, he will not be provided any form of salary or
benefits in compensation for his time. If and when we become profitable from
revenues generated, we may approve payment of salaries for our officers and
directors, and particularly for our management team, but currently, no such
plans have been approved. We do also do not currently have any benefits, such
as
health insurance, life insurance or any other benefits available to our
employees. In addition, our sole officer and director is not party to any
employment agreements.
SUMMARY
COMPENSATION TABLE
__________________________________________________________________________________
Annual
Compensation L
ong-Term
Compensation
Other
Awards
Payouts
Name
and
A
nual
Position(s)
Year
Salary
Bonus
Compensation
Judson
Bibb
2007
None
None
None
None
None
President,
CEO,
2006
None
None
None
None None
Secretary,
Treasurer,
and
sole
Director
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information, as of the date of this
Prospectus with respect to the beneficial ownership of our issued and
outstanding common stock by (i) any holder of more than five (5%) percent;
(ii)
each of our named executive officers and directors; and (iii) our directors
and
executive officers as a group. Except as otherwise indicated, each of the
stockholders listed below has sole voting and investment power over the shares
beneficially owned.
Name
and
Address
of
No.
of
Shares
No.
of
Shares
Percentage
Beneficial
Owne
Be
fore
Offering
After
Offering
of
Ownership
(Before Offering) (After Offering)
Judson
Bibb
1777
Polk
Street #4P
Hollywood,
FL.
33020
2,340,000
2,340,000
100%
70%
________________
All
Officers and
Directors
as a Group
(1
person)
2,340,000
2,340,000
100%
70%
DESCRIPTION
OF SECURITIES
Common
Stock
Our
authorized capital stock consists of 25,000,000 shares of common stock, par
value of $.001 per share. As of the date of this offering, we have a total
of
2,340,000 shares of common stock issued and outstanding. The following summary
discusses all of the material terms of the provisions of our common stock,
as
set forth in our Articles of Incorporation and Bylaws.
Holders
of our common stock:
1.
Have
equal ratable rights to dividends from funds legally available, when as and
if
declared by our Board of Directors;
2.
Are
entitled to share, ratably, in all of our assets available for distribution
upon
liquidation, dissolution, or winding up of our business affairs;
3.
Do not
have preemptive, subscription or conversion rights and there are no redemption
or sinking fund provisions applicable; and
4.
Are
entitled to one non-cumulative vote per share of common stock you own, on all
matters that stockholders may vote, and at all meetings of
shareholder.
Non-cumulative
Voting
Holders
of shares of our common stock do not have cumulative voting rights, which means
that the holders of more than 50% of the outstanding shares, voting for the
election of directors, can elect all of the directors to be elected, if they
so
choose, and, in such event, the holders of the remaining shares will not be
able
to elect any of our directors. After this offering is completed, the present
stockholder will own approximately 70% of our outstanding shares and the
purchasers in this offering will own approximately 30% of our outstanding
shares.
Cash
Dividends
As
of the
date of this prospectus, we have not paid any cash dividends to our stockholder.
The declaration of any future cash dividend will be at the discretion of our
Board of Directors and will depend upon our earnings, if any, our capital
requirements and financial position, our general economic conditions, and other
pertinent conditions. It is our present intention not to pay any cash dividends
in the foreseeable future, but rather to reinvest earnings, if any, in our
business
operations.
Future
Sales by Existing Stockholders
A
total
of 2,340,000 shares have been issued to our existing stockholder, who is our
sole officer and director and are, therefore, restricted securities, as that
term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated
under the Act. Under Rule 144, such shares can be publicly sold, subject to
volume restrictions and certain restrictions on the manner of sale, commencing
one year after their acquisition. Any sale of shares held by the existing
stockholder (after applicable restrictions expire) and/or the sale of shares
purchased in this offering (which would be immediately resalable after the
offering), may have a depressive effect on the price of our common stock in
any
market that may develop, of which there can be no assurance.
We
have
made no arrangements that may result in a change in control of our
Company.
INDEMNIFICATION
Pursuant
to provisions set forth in our Articles of Incorporation and By-Laws, we may
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his/her position, if he/she acted in good
faith
and in a manner he reasonably believed to be in our best interest. In certain
cases, we may advance expenses incurred in defending any such proceeding. To
the
extent that the officer or director is successful on the merits in any such
proceeding as to which such person is to be indemnified, we must indemnify
him/her against all expenses incurred, including attorney's fees. With respect
to a derivative action, indemnity may be made only for expenses actually and
reasonably incurred in defending the proceeding, and if the officer or director
is judged to be liable, only by a court order. The indemnification is intended
to be to the fullest extent permitted by the laws of the State of
Nevada.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of
the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities
Act,
and
is, therefore, unenforceable.
In
the
event that a claim for indemnification against such liabilities, other than
the
payment by us of expenses incurred or paid by one of our directors, officers,
or
control persons in the successful defense of any action, suit or proceeding,
is
asserted by one of our directors, officers, or control persons in connection
with the securities being registered, we will, unless in the opinion of our
counsel the matter has been settled by a controlling precedent, submit to a
court of
appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Securities Act, and we will be bound and governed by the
final adjudication of such issue.
DESCRIPTION
OF OUR BUSINESS
General
Overview
Bibb
Corporation is a development stage company that was incorporated in the State
of
Nevada on July 22, 2002. We maintain our statutory registered agent's office
in
Carson City, Nevada. We were formed to develop an information retail business
through multi-media publishing similar to the "For Dummies" and "Video
Professor" series.
Each
of
our products will be fully integrated combinations of video, audio and print
supplemented by Internet information. Our proposed information products are
intended to be a solution in which one medium will complement and support the
information provided by the other.
We
are in
the development stage and activities since inception have been limited to
planning, product design and corporate activities.
We
do not
intend to change our business activities or combine with or acquire any other
company now or in the foreseeable future. Following the completion of this
offering, if we are unable to complete our business plans and become profitable,
we may decide that we cannot continue with our business operations as outlined
in our original business plan because of a lack of financial resources and
may
be forced to seek other potential business opportunities that might be
available; however, we have no plans or intentions to do so at this time or
at
any time in the future
.
Background
of the Industry
The
information retail business through multi-media publishing is an industry with
no borders. We intend to blur the lines between a number of businesses providing
information: publisher, video producer and Internet content provider. Two of
our
major influences are the "For Dummies" series and "Video Professor", however,
each operate primarily in a single medium.
First
published approximately 10 years ago, the For Dummies series reduces complex
technologies and issues to conversational, easy-to-understand English. These
books provide a simple, reasonably clear explanation of what the reader needs
to
know about a given subject. Studded with icons pointing out shortcuts, insights
and warnings of mistakes others have made, the For Dummies series is geared
to
the time pressed and educated information retail audience. The books are self
contained and no ongoing support is given or generally required because the
For
Dummies audience would be classified as being of proficient or intermediate
literacy.
Our
target audience is the 34% of the US population classified as marginally
illiterate - those who don’t read as well as the average middle school
student.
One
of
the best selling direct response television ads has been the Video Professor
series for computers that teaches computer use by interactive CD. The subject
matter is limited to computer programs. The series is shining example of
successful selling of information via direct response television, both
commercials and infomercials.
As
our
target audience are heavy consumers of television, our primary method of
marketing will be direct response television advertising.
Demographic
Overview
Time
spent reading and comprehension skills continue to decline, especially among
the
lower classes, the lesser educated and recent immigrants.
Almost
half (45%) of all US consumers read below a sixth grade level. Twenty-five
percent of the functionally illiterate are immigrants learning English. (In
2000, the 28.4 million foreign-born residents represented 10.4% of the total
U.S. population).
As
mentioned before, our target audience is the 34% of the population (70 million
people) who are marginally illiterate. These adults can pick out key facts
in a
newspaper article, but cannot draft a letter explaining an error on their credit
card bill. As a result, managing in the consumer marketplace is a challenge.
Market interactions are potentially threatening. They know and feel they can
be
easily cheated. They have little understanding of their rights and they are
intimidated by paperwork.
Dealing
with institutions such as banks, the legal system, tax authorities, etc. is
particularly stressful. They are easily overwhelmed by instructions, legal
contracts, financial documents and application forms.
Manuals
and books alone can be quite intimidating and are beyond their scope of
understanding. Consultants and specialists are too expensive for the average
person to hire. And asking for help has a unique problem.
There
is
the stigma of not being able to read well. People with poor literacy skills
often are ashamed of their
problem
and are adept at hiding it. In one study, more than
two
thirds of patients with low literacy in public hospitals
said
they
had never told their spouses about it. Nearly a fifth
said
they
had never told anyone.
Their
market interactions are driven by the need to preserve self-esteem and dignity.
Thus, when facing foreclosure, many financially strapped homeowners don't
respond to calls or letters from their lenders. An overwhelming majority of
respondents in a Freddie Mac survey said they didn't call the company servicing
their loan because they didn't think they had any options that could help them
avoid losing their home.
We
believe that’s a half truth told to save face. In this, the Information Age, we
felt there was a need and that it was important to deliver information using
a
combination of sound, video, pictures and text in an easy-to-use, easy to read
and easy-to-understand manner.
To
our
knowledge, no one else is specifically targeting this large
demographic.
Proposed
Business Operations
We
are
developing a multi-media product that fully integrates video, audio and text.
Users can choose the medium they are most comfortable with and then use the
other media to supplement or reinforce the information presented. All the
information, we put forth will be vetted by professionals in exchange for a
percentage of the sales.
The
first
two in the series will be credit repair and stopping foreclosure. The focus
will
be on the practical steps to be taken, i.e., how to order credit reports, how
to
examine credit reports, where to get a dispute form, how to complete a dispute
form, etc.
The
manuals will be written at a sixth grade reading level. The text will be
enhanced with graphics and photos including still captures from the video.
We
will use headings, subheadings, lists, bullets and boxes of text to aid
comprehension and clarity. We will point out special information to note with
icons and cross reference all information in a table of contents and index
for
quick access. We are incorporating lots of white space on pages to make them
seem simpler and easier to read.
We
will
complement the manuals with how-to videos in DVD form that show, line by line,
how to apply the information, fill out the forms, write the letters,
step-by-step. Like the manuals, the voiceover will be written at a sixth grade
level for easy comprehension and understanding by all customers and will
reiterate a lot of the information provided in the manuals.
In
addition, we will further support our manuals with a password protected website
where users can get updated information, answers to specific questions and
customizable form letters to print and use, post purchase.
Each
medium will be integrated with the other. The manuals, DVDs and the website
will
share the same structure, icons and headings. Each will interact and expand
on
the information contained in the other. For example, specific icons in the
manuals will match icons in the DVD menu. Therefore, if a user wants to see
and
hear exactly how to fill out a dispute form referred to in the manual, he can
look for the same icon in the DVD menu or on the video itself as a graphic
placed in a corner of the screen. Both the manual and the video will refer
the
user to the website for further information and/or support.
We
feel
each additional level of support will increase the comfort level of the user.
The user knows he will find information presented in a variety of ways.
Therefore, if he doesn’t understand the text, he can see and listen to the
information or vice versa.
We
intend
to use direct response television commercials to market our products. Selling
prices will range between $19.95 and $24.95. As is the industry norm, we will
initially run our direct response commercials in a few local markets. By testing
different price points, offers and premiums, we will determine which combination
works best and then continue to roll out the commercials in other markets.
If
the product sales are successful, we intend to follow with Spanish
versions.
Our
initial goal will be to establish our ‘brand name’ as a trusted source of
reliable, simple and effective information products. We feel direct response
television commercials will be an immediate way for us to establish credibility
and brand awareness, as well as generate sales.
As
game
and other visual entertainment sites are popular with the marginally literate,
once our brand has been established, sales commence and revenues are generated,
we intend to set up a commission sales program for webmasters to increase web
sales and drive consumers to our website.
Each
medium (print, video and web) will cross promote the entire line of products.
The non-password protected section of our website will promote and offer our
products for sale online. Each person entering the password protected section
will be required to register and establish a password, creating a database
for
future marketing efforts.
In
addition to marketing our products through television and our website, we intend
to contact booksellers, video stores and other retailers to negotiate possible
inclusion of our products in their offerings. As retail sales for direct
response products currently run 10 to 1, (for every television sale, another
10
will be sold at the retail level) our television sales figures will provide
significant leverage.
Once
we
have placement in store shelves, we intend to release other titles that don’t
push the traditional direct response emotional hot buttons such as: filing
taxes, buying or leasing a car, dealing with Medicare or an insurance company,
going to small claims court, etc.
Upon
completion of this offering and receipt of the funds needed to commence
operations, we intend to research and write the scripts required, shoot the
video, print the manual, publish our website and create our initial television
commercial.
Competition
There
are
many information retailers on the market today; however, there are few who
deliver cross-referenced information in print, audio and video form supplemented
by an Internet website. Also, very few provide information or assistance with
everyday activities in the consumer marketplace, e.g., writing to a credit
card
company, completing an application, etc. Our two top competitors are the "For
Dummies" series and the "Video Professor" tapes/CDs.
In
essence, we will be an information retailer, not unlike Bloomberg or Consumer
Reports. Many of these competitors are well established and their brand names
are well known. As a newcomer to the industry, we will need to successfully
develop our brand name and deliver high quality products in order to
successfully compete in the industry.
Equipment
As
a
freelance
multi-media
producer in film, television, radio, print and the Internet, o
ur
sole
officer and director has all of the equipment we will need to produce our
multi-media. We do not intend to purchase any equipment to implement our
business operations.
Patents
and Trademarks
We
do not
currently have any patent or trademark protection for our brand name. If we
determine it is feasible to file for such trademark protection, we may do so
but
at present we have no plans in this regard. Even if we do try to copyright
our
branding, graphics or logo, we still have no assurance that doing so will
prevent competitors from using the same or similar names, marks, concepts or
appearance. Should this happen, we may have to enter into litigation to prevent
the use of our property and, at least at present, we do not feel we have the
resources to do so and would probably avoid any such litigation.
Government
and Industry Regulation
Regulation
of Internet - Non-adult websites are not currently subject to direct federal
laws or regulations applicable to access, content or commerce on the Internet.
However, due to the increasing popularity and use of the Internet, it is
possible that a number of laws and regulations may be adopted with respect
to
the Internet covering issues such as:
*
user
privacy
*
freedom
of expression
*
pricing
*
content
and quality of products and services
*
taxation
*
advertising
*
intellectual property rights
*
information security
The
adoption of any such laws or regulations might decrease the rate of growth
of
Internet use, which in turn could decrease the demand for our services, increase
the cost of doing business or in some other manner have a negative impact on
our
business,
financial condition and operating results. In addition, applicability to the
Internet of existing laws governing issues such as property ownership,
copyrights and other intellectual property issues, taxation, libel, obscenity
and personal privacy is uncertain. The vast majority of such laws were adopted
prior to the advent of the Internet and related technologies and, as a result,
do not contemplate or address the unique issues of the Internet and
related
technologies.
Employees
and Employment Agreements
We
currently have no employees other than Judson Bibb, our sole officer and
director, who devotes approximately 20 hours per week to our business and who
will not be compensated for his time until and if we become profitable. If
we
are successful in this offering, we will hire employees on an as-needed basis.
We do not currently have any agreements, verbal or written, with Mr. Bibb or
any
other proposed employee or independent contractor. We presently do not have
pension, health, annuity, insurance, stock options, profit sharing or similar
benefit plans; however, we may adopt such plans in the future. There are
presently no employee contracts, agreements or personal benefits available
to
anyone associated directly or indirectly with the company.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
We
are a
start-up company and have not yet generated or realized any revenues from our
business operations. Furthermore, as we are still in the development stage
and
expect to operate at a loss for most or all of the first year of our operations
as we grow our business.
This
discussion contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ significantly from those
anticipated in the forward-looking statements as a result of various factors,
including those discussed in "Risk Factors" section of this prospectus on page
5.
The
following table provides selected financial data about our Company for the
six
months ended June 30, 2007 and for the year ended December 31, 2006. This
information should be read in conjunction with the financial statements included
in this prospectus.
Balance
Sheet
Data:
6/30/2007
12/31/06
Cash
in
bank
$
146
$
1,258
Total
assets
$
146
$
1,258
Total
liabilities
$
0
$
0
Stockholders'
equity
$
146
$
1,258
We
have
an accumulated deficit since inception of $20,024 and our auditors have
expressed substantial doubt about our ability to continue as a going concern
unless we are able to generate revenues. Our sole officer and director has
agreed to continue to advance funds to finance our operations until completion
of this offering on an as-needed basis, with no specific terms of repayment
and
at no interest.
We
are
relying solely on the monies raised in this offering to pursue the development,
setup and marketing of our products and there is no guarantee we will be
successful in completing this offering or completing our proposed
business
plans. Other than the Shares offered by this prospectus, no other source of
capital has been identified or sought.
We
have
never had any discussions with any possible acquisition candidate, nor have
we
any intention of doing so.
We
do not
expect to purchase any real estate and do not own any to sell.
We
have
no off-sheet balance arrangements or obligations or other interests that could
affect finances or operations. Other than the shares offered by this prospectus,
no other source of capital has been has been identified or sought.
Proposed
Milestones to Implement Business Operations
In
order
to become fully operational and profitable, we will need to achieve each of
the
milestones outlined below, all of which are dependent on our receipt of the
proceeds from this offering, of which their can be no assurance.
Within
3
months of completion of this offering, we expect to:
|
1.
|
Research
the information
|
|
2.
|
Start
writing the manual, the video script and the website pages.
|
|
3.
|
Consult
with a lawyer regarding disclaimers and other legal
protections.
|
Budget
for this quarter is estimated to be $3,150
Within
6
months of the completion of this offering, we expect to:
|
2.
|
Create
the illustrations, cover art and photos
|
|
4.
|
Layout
the manual and create a galley
|
|
5.
|
Show
DVD and manual galley to focus groups.
|
Budget
for this quarter is estimated to be $5,460
Within
9
months of completion of this offering, we expect to:
|
|
1:
|
Make
revisions to DVD and manual
|
|
|
3.
|
Create
DVD duplication master and create
DVDs
|
|
5.
|
Produce
television commercial
|
Budget
for this quarter is estimated to be $11,490
Within
12
months we expect to:
|
|
1.
|
Begin
testing commercial
|
Budget
for this quarter is estimated to be $4,900
Critical
Accounting Policies
We
have
identified below certain accounting policies which we apply in the preparation
of our financial statements. We believe that the policies discussed below are
those most critical to our business operations.
As
we are
a startup company, with minimal assets, no revenues and little operating
history, we do not currently have an audit committee on our Board of Directors.
Our bookkeeping is done by Management and reviewed/audited by our independent
auditors. Our financial statements for the fiscal years ended December 31,
2006
and 2005 were audited by our independent auditors, DeJoya Griffith &
Company, LLC of Henderson, Nevada . Subsequent to the fiscal year ended December
31, 2006, we changed and since March 1, 2007, our current accounting firm and
auditor is
Paula
S.
Morelli, CPA, P.C. of Freeport, New York, a PCAOB registered
firm.
From
his
past work experience, our sole officer and director, Judson Bibb, has an
understanding of generally accepted accounting principles and financial
statements as he has owned his own private company and worked with the finances
for many years. In cooperation with our outside experts, we feel we will have
a
good ability to assess the accounting required for estimates, accruals and
reserves. Mr. Bibb has a good ability to prepare, analyze and evaluate financial
statements to the degree that can reasonably expect to be encountered in the
first year of this development stage business.
Property
and Equipment: At this point we have no property and no equipment needs. We
do
not anticipate that improvements or updates will be needed this first year
of
operations and we do not expect to purchase equipment during the next twelve
months. In the future, depreciation will be determined using the straight-line
method over the estimated lives of the assets but since nothing was purchased
by
us, no depreciation will be relevant this year.
Income
Taxes: We have adopted Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" (SFAS 109), which will require the use of an
asset
and liability approach for financial accounting and reporting
of
income
taxes.
If
it is
more likely than not that some portion of or all of a deferred tax asset will
not be realized, a valuation allowance will be recognized. As we have not yet
generated any revenues or operated at a profit, no tax benefit has been
reflected in the statement of operations in the consolidated financial
statements included as a part of this prospectus.
Revenue
recognition: We have generated no revenues to date. Revenues will be recognized
in accordance with the Securities and Exchange Commission Staff Accounting
Bulletin No. 104 ("SAB 104"), "Revenue Recognition in Financial Statements".
We
will recognize revenues when all of the following criteria are met: 1) there
is
persuasive evidence that an arrangement exists, 2) delivery of goods has
occurred, 3) the sales price is fixed or determinable,
and
4)
collectibility is reasonably assured.
We
will
use the guidance provided by the Financial Accounting Standards Board's Emerging
Issues Task Force Item 99-19 ("EITF 99-19) in determining whether to report
revenues on either a gross or net basis.
Revenues
will be reported on a gross basis when the majority of the following indicators
exist: 1) We are the primary obligor in the arrangement, 2) we have general
inventory risk, 3) latitude in establishing price rests with us, 4) we change
our products or perform part of the services we offer, 5) we have discretion
in
supplier selection, 6) product or service specifications are determined in
part
by us, 7) physical loss inventory risk exists, and 8) we have a credit risk.
We
will report revenues on a gross basis when we act as the principal and the
preceding indicators exist.
Revenues
will be reported on a net basis when the majority of the following indicators
exist: 1) the supplier is the primary obligor in the arrangement, 2) the amount
we earn is fixed, and 3) the supplier has credit risk. We will report revenues
on a net basis when services are provided, including assisting buyers and
sellers in preparing and coordinating the purchase and delivery of our
products/services, generating commission revenues from facilitating the process.
DESCRIPTION
OF PROPERTY
We
do not
currently own any property. We will conduct our initial business operations
from
the home of our sole officer and director, using his office and equipment,
on a
rent-free basis until such time as we require additional space. At that time,
we
will seek to lease office space at competitive market rates.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
We
operate our business from the home of our sole officer and director and
currently use his home computer equipment, video and television equipment,
telephone and fax machine on a rent-free basis. We do not have any formal or
written agreements with Mr. Bibb.
On
August
19, 2002, we issued 100,000 shares of our restricted common stock to Judson
Bibb, our sole officer and director, as founders' shares, in exchange for $100,
or $.001 per share.
On
September 5, 2002, we issued 215,000 shares of our restricted common stock
to
Judson Bibb, our sole officer and director, as founders' shares, in exchange
for
$215, or $.001 per share.
On
October 31, 2002, we issued 250,000 shares of our restricted common stock to
Judson Bibb, our sole officer and director, as founders' shares, in exchange
for
$25, or $.001 per share.
On
December 20, 2002, we issued 2,000,000 shares of our restricted common stock
to
Judson Bibb, our sole officer and director, as founders' shares, in exchange
for
$2,000, or $.001 per share.
We
do not
currently have any other related party transactions and have not yet formulated
a policy for the resolution of any related transaction conflicts, should they
arise.
Judson
Bibb, our sole officer and director has agreed to advance funds to the Company,
interest free and payable on demand, on and as-needed basis until such time
as
the offering proceeds are received. There are no written agreements regarding
this arrangement and Mr. Bibb only intends to take the funds as and when they
become available from operations.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There
is
currently no established public trading market for our common stock. Following
completion of this offering, we plan to seek to engage the services of a market
maker to apply for listing of our common stock on the Over-the-Counter Bulletin
Board on our behalf. As we cannot predict when these registrations will be
completed or if they will be accepted, we cannot predict if, or even when,
active trading will commence. We have no plans, proposals, arrangements or
understandings with any person with regard to the development of a trading
market in any of our securities.
Penny
Stock Rules
The
Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted
on
the Nasdaq system, provided that
current
price and volume information with respect to transactions in such securities
is
provided by the exchange or system).
A
purchaser is purchasing penny stock which limits the ability to sell the stock.
The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes
it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser
for
the
purpose of selling his or her shares in us will be subject to Rules 15g-1
through 15g-10 of the Securities and Exchange Act. Rather than creating a need
to comply with those rules, some broker-dealers will refuse to attempt to sell
penny stock.
The
penny
stock rules require a broker-dealer, prior to a transaction in a penny stock
not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the Commission, which:
-
contains a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading;
-
contains a description of the broker's or dealer's duties to the customer and
of
the rights and remedies available to the customer with respect to a violation
to
such duties or other requirements of the Securities Act of 1934, as
amended;
-
contains a brief, clear, narrative description of a dealer market, including
"bid" and "ask" prices for penny stocks and the significance of the spread
between the bid and ask price;
-
contains a toll-free telephone number for inquiries on disciplinary
actions;
-
defines
significant terms in the disclosure document or in the conduct of trading penny
stocks; and
-
contains such other information and is in such form (including language, type,
size and format) as the Securities and Exchange Commission shall require by
rule
or regulation;
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, to the customer:
-
the bid
and offer quotations for the penny stock;
-
the
compensation of the broker-dealer and its salesperson in the
transaction;
-
the
number of shares to which such bid and ask prices apply, or other comparable
information relating to the depth and liquidity of the market for such stock;
and
-
monthly
account statements showing the market value of each penny stock held in the
customer's account.
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment
for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
Regulation
M
Our
sole
officer and director, who will offer and sell the Shares in this offering,
is
aware that he is required to comply with the provisions of Regulation M
promulgated under the Securities Exchange Act of 1934, as amended. With certain
exceptions, Regulation M precludes officers, directors, sales agents, any
broker-dealer or other person who participate in the distribution of shares
in
this offering from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete.
As
an
exception to these rules, an underwriter may engage in transactions effected
in
accordance with Regulation M that are intended to stabilize, maintain or
otherwise affect the price of our common stock. The underwriter may engage
in
over-allotment sales, syndicate covering transactions, stabilizing transactions
and penalty bids in accordance with Regulation M. Over-allotments occur when
an
underwriter sells more shares than it purchases in an offering. In order to
cover the resulting short position, the underwriter may exercise the
over-allotment option described above. Additionally, an underwriter may engage
in syndicate covering transactions. Syndicate covering transactions are bids
for
or purchases of stock on the open market by the underwriter in order to reduce
a
short position incurred by the underwriter on behalf of the
underwriting
syndicate.
There is no contractual limit on the size of any syndicate covering transaction.
Stabilizing transactions consist of bids or purchases made by an underwriter
for
the purpose of preventing or slowing a decline in the market price of our
securities while the offering is in progress.
A
penalty
bid is an arrangement permitting the underwriter to reclaim the selling
concession that would otherwise accrue to an underwriter if the common stock
originally sold by the underwriter was later repurchased by the underwriter
and
therefore was not effectively sold to the public by such underwriter.
We
have
not and do not intend to engage the services of an underwriter in connection
with the offer and sale of the Shares in this offering.
In
general, the purchase of a security to stabilize or to reduce a short position
could cause the price of the security to be higher than it might otherwise
be.
Sales of securities by us or even the potential of these sales could have a
negative effect on the market price of the shares of common stock offered
hereby.
Reports
We
are
subject to certain reporting requirements and will furnish annual financial
reports to our stockholders, certified by our independent accountants, and
will
furnish unaudited quarterly financial reports in our quarterly reports filed
electronically with the SEC. All reports and information filed by us can be
found at the SEC website, www.sec.gov.
Stock
Transfer Agent
We
have
appointed Transfer Online, Inc. of Portland, Oregon as the stock transfer agent
for our securities.
EXPERTS
AND LEGAL COUNSEL
Our
financial statements for the fiscal years ended December 31, 2006 and 2005,
included in this prospectus have been audited by DeJoya Griffith & Company
LLC, of 2425 W. Horizon Ridge Parkway, Henderson NV 89052, our former auditors.
Subsequent to the year ended December 31, 2006, we changed independent
accounting firms to
Paula
S.
Morelli, CPA, P.C., 21 Martha Street, Freeport, NY 11520.
The
Law
Office of Michael Kessler, of 3436 American River Drive, Suite 11, Sacramento
California, 95864 has passed upon the validity of the shares being offered
and
certain other legal matters and is representing us in connection with this
offering.
AVAILABLE
INFORMATION
We
have
filed this Registration Statement on form SB-2 under the Securities Act of
1933
with the Securities and Exchange Commission with respect to the shares of our
common stock offered through this prospectus. This Prospectus is filed as a
part
of that Registration Statement, but does not contain all of the information
contained in the Registration Statement and exhibits. Statements made in the
Registration Statement are summaries the material terms of the referenced
contracts, agreements or documents of the company. You may inspect the
Registration Statement, exhibits and schedules filed with the Securities and
Exchange Commission at the Commission's principal office in Washington, D.C.
Copies of all or any part of the Registration Statement may be obtained from
the
Public Reference Section of the Securities and Exchange Commission, 100 F
Street, N.E., Washington, D.C. 20549, Washington, D.C. 20549. Please call the
Commission at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. The Securities and Exchange Commission also maintains
a
web site http://www.sec.gov that contains reports, proxy statements and
information regarding registrants that file electronically with the Commission.
Our Registration Statement and the referenced exhibits can also be found on
this
site.
FINANCIAL
STATEMENTS
Our
fiscal year end is December 31. We intend to provide audited financial
statements to our stockholders on an annual basis, as reported on by an
Independent Registered Public Accounting firm, in our annual reports. Our
unaudited financial statementa for the period ended June 30, 2007 and our
audited financial statements for the fiscal years ended December 31, 2006
and
2005 immediately follow.
BIBB
CORPORATION
Financial
Statements
June
30, 2007
Unaudited
BIBB
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
(Audited)
|
|
(Audited)
|
|
|
|
|
|
As
of
|
|
As
of
|
|
As
of
|
|
|
|
|
|
June
30, 2007
|
|
December
31, 2006
|
|
December
31, 2005
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
|
Cash
|
146
|
|
1,258
|
|
343
|
|
|
|
Total
current assets
|
146
|
|
1,258
|
|
343
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
146
|
|
1,258
|
|
343
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
--
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
--
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
equity
|
|
|
|
|
|
|
|
Common
stock; $.001 par value; 25,000,000 shares
|
|
|
|
|
|
|
|
|
authorized,
2,340,000 shares issued and
|
|
|
|
|
|
|
|
|
outstanding
as of December 31, 2006 and December 31, 2005
|
2,340
|
|
2,340
|
|
2,340
|
|
|
Additional
paid-in capital
|
17,830
|
|
15,230
|
|
10,439
|
|
|
Accumulated
deficit
|
(20,024)
|
|
(16,312)
|
|
(12,436)
|
|
|
|
Total
stockholders' equity
|
146
|
|
1,258
|
|
343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders' equity
|
146
|
|
1,258
|
|
343
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
See
Accompanying Notes to Financial Statements
BIBB
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
|
Unaudited
|
Audited
|
Audited
|
From
July 22, 2002
|
|
|
|
|
January
1, 2007
|
January
1, 2006
|
January
1, 2005
|
(Date
of Inception)
|
|
|
|
|
through
|
through
|
through
|
through
|
|
|
|
|
June
30. 2007
|
December
31, 2006
|
December
31, 2005
|
June
30. 2007
|
|
|
|
|
|
|
|
|
|
Revenue
|
$
-
|
$ -
|
$
-
|
$
-
|
|
Cost
of goods sold
|
-
|
-
|
-
|
-
|
|
|
Gross
profit
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
Professional
fees
|
|
-
|
-
|
5,374
|
|
|
General
and administrative
|
3,712
|
3,876
|
6,418
|
14,650
|
|
|
|
|
|
|
|
|
|
|
|
Total
operating expenses
|
3,712
|
3,876
|
6,418
|
20,024
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from operations
|
(3,712)
|
(3,876)
|
(6,418)
|
(20,024)
|
|
|
|
|
|
|
|
|
|
|
|
Loss
before provision for income taxes
|
(3,712)
|
(3,876)
|
(6,418)
|
(20,024)
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
-
|
-
|
-
|
|
|
|
|
|
|
|
-
|
|
Net
loss
|
$
(3,712)
|
$
(3,876)
|
$
(6,418)
|
$
(20,024)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted loss per common share
|
(0)
|
(0)
|
(0)
|
(0)
|
|
|
|
|
|
|
|
|
|
Basic
and diluted weighted average
|
|
|
|
|
|
|
common
shares outstanding
|
2,340,000
|
2,340,000
|
2,340,000
|
2,143,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
Accompanying Notes to Financial Statements
BIBB
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
|
|
|
|
|
|
Unaudited
|
Audited
|
Audited
|
From
July 22, 2002
|
|
|
|
|
|
|
January
1, 2007
|
January
1, 2006
|
January
1, 2005
|
(Date
of Inception)
|
|
|
|
|
|
|
through
|
through
|
through
|
through
|
|
|
|
|
|
|
June
30. 2007
|
December
31, 2006
|
December
31, 2005
|
June
30. 2007
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
Net
loss
|
$
(3,712)
|
$
(3,876)
|
$(6,418)
|
$
(20,024)
|
|
|
Adjustments
to reconcile net loss to
|
|
|
|
-
|
|
|
net
cash used by operating activities:
|
|
|
|
-
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
-
|
|
|
|
Sales
Tax Payable
|
|
-
-
|
-
|
-
|
|
|
|
|
Net
cash used by operating activities
|
(3,712)
|
(3,876)
|
(6,418)
|
(20,024)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
Purchase
of property and equipment
|
|
-
|
-
|
-
|
|
|
|
|
Net
cash used by investing activities
|
|
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
Proceeds
from capital contribution
|
2,600
|
4,791
|
6,439
|
20,170
|
|
|
|
|
Net
cash provided by financing activities
|
2,600
|
4,791
|
6,439
|
20,170
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase in cash
|
(1,112)
|
915
|
21
|
146
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
beginning of period
|
1,258
|
343
|
322
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
end of period
|
146
|
1,258
|
343
|
146
|
|
|
|
|
|
|
|
|
|
|
See
Accompanying Notes to Financial Statements
BIBB
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
June
30, 2007
1
.
DESCRIPTION
OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
Description
of business and history
- Bibb
Corporation, a Nevada corporation, (hereinafter referred to as the “Company” or
“Bibb Corp.”) was incorporated in the State of Nevada on July 22, 2002. The
company plans to be in the business of multi-media publishing and marketing.
The
Company operations has been limited to general administrative operations and
is
considered a development stage company in accordance with Statement of Financial
Accounting Standards No. 7.
Management
of Company
- The
company filed its articles of incorporation with the Nevada Secretary of State
on July 22, 2002, indicating Dean Patel as the incorporator.
The
company filed its annual list of officers and directors with the Nevada
Secretary of State on September 10 2002 indicating its President, Secretary,
Treasurer and Director is Judson Bibb. He remains in those positions as of
this
filing.
Going
concern
- The
Company incurred net losses of approximately $20,024 from the period of July
22,
2002 (Date of Inception) through June 30, 2007 and has not commenced its
operations, however, it is still in the development stages, raising substantial
doubt about the Company’s ability to continue as a going concern. The Company
may seek additional sources of capital through the issuance of debt or equity
financing, but there can be no assurance the Company will be successful in
accomplishing its objectives.
The
ability of the Company to continue as a going concern is dependent on additional
sources of capital and the success of the Company’s business plans. The
financial statements do not include any adjustments that might be necessary
if
the Company is unable to continue as a going concern.
Year
end
- The
Company’s year end is December 31.
Income
taxes
- The
Company accounts for its income taxes in accordance with Statement of Financial
Accounting Standards No. 109, which requires recognition of deferred tax assets
and liabilities for future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities
and
their respective tax bases and tax credit carry forwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected
to
be recovered or settled. The effect on deferred tax assets and liabilities
of a
change in tax rates is recognized in operations in the period that includes
the
enactment date.
Management
feels the Company will have a net operating loss carryover to be used for future
years. Such losses may not be fully deductible due to the significant amounts
of
non-cash service costs. The Company has established a valuation allowance for
the full tax benefit of the operating loss carryovers due to the uncertainty
regarding realization.
Net
loss per common share
- The
Company computes net loss per share in accordance with SFAS No. 128, Earnings
per Share (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98). Under
the provisions of SFAS 128 and SAB 98, basic net loss per share is computed
by
dividing the net loss available to common stockholders for the period by the
weighted average number of shares of common stock outstanding during the period.
The calculation of diluted net loss per share gives effect to common stock
equivalents; however, potential common shares are excluded if their effect
is
antidilutive. For the period from July 22, 2002 (Date of Inception) through
June
30, 2007, no options and warrants were excluded from the computation of diluted
earnings per share because their effect would be antidilutive.
Concentration
of risk
- A
significant amount of the Company’s assets and resources are dependent on the
financial support (inclusive of free rent) of Judson Bibb. Should he determine
to no longer finance the operations of the company, it may be unlikely for
the
company to continue.
Revenue
recognition
- The
Company has no revenues to date from its operations
BIBB
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
June
30, 2007
1a.
DESCRIPTION
OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES
(continued)
Advertising
costs
-
The
Company has recorded no advertising costs for the period from January 1, 2006
through June 30, 2007.
Legal
Procedures
- The
Company is not aware of, nor is it involved in any pending legal
proceedings.
2.
PROPERTY
AND EQUIPMENT
As
of
June 30, 2007, the Company does not own any property and/or
equipment.
3.
STOCKHOLDER’S
EQUITY
The
Company has 2,340,000
shares
authorized and 2,340,000
issued
and outstanding as of June 30, 2007. The issued and outstanding shares were
issued as follows:
100,000
common
shares were issued to Judson Bibb
on
August
19, 2002 for the sum of $100
in
cash.
215,000
common
shares were issued to Judson Bibb
on
September 5, 2002 for the sum of $215
in
cash.
25,000
common
shares were issued to Judson Bibb
on
October 31, 2002 for the sum of $25
in
cash.
2,000,000
common
shares were issued to Judson Bibb on December 20, 2002 for the sum of
$
6,000
in
cash.
4.
RELATED
PARTY TRANSACTIONS
The
Company currently uses the home of Judson Bibb , an officer and director of
the
Company, on a rent-free basis for administrative purposes and in the future
will
use it for storage purposes as well. There is no written lease agreement
or other material terms or arrangements relating to said
arrangement.
In
2005,
2006 and 2007, Judson Bibb made capital contributions to the Company totaling
$6,439, $4,791 and $2,600 respectively. As of June 30, 2007 his total capital
contributions equal $17,830.
5.
STOCK
OPTIONS
As
of
June 30, 2007, the Company does not have any stock options outstanding, nor
does
it have any written or verbal agreements for the issuance or distribution of
stock options at any point in the future.
6.
LITIGATION
As
of
June 30, 2007, the Company is not aware of any current or pending litigation
which may affect the Company’s operations.
7.
SUBSEQUENT
EVENTS
There
have been no subsequent events after the end of the period, June 30, 2007,
which
are material to operations.
BIBB
CORPORATION
Financial
Statements
(Audited)
For
the years ended December 31, 2006 and 2005
DeJoya
Griffith & Company, LLC
Certified
Public Accountants & Consultants
To
the
Board of Directors and Stockholders
Bibb
Corporation
(A
Development Stage Company)
Coral
Springs, Florida
REPORT
OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have
audited the accompanying balance sheets of Bibb Corporation (A Developmental
Stage Company) as of December 31, 2006 and 2005, and the related statements
of
operations, stockholders' equity, and cash flows for the years ended December
31, 2006 and 2005 and for the period from July 22, 2002 (Date of Inception)
through December 31, 2006. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an
opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In
our
opinion, based on our audit, the financial statements referred to above present
fairly, in all material
respects,
the financial position of the Company as of December 31, 2006 and 2005 and
the
results of its operations and its cash flows for the years ended December 31,
2006 and 2005, and for the period from July 22, 2002 (Date of Inception) through
December 31, 2006, in conformity with U.S. generally accepted accounting
principles.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has suffered losses from operations, all of which raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regards to these matters are also described in Note
1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/
De
Joya Griffith & Company, LLC
De
Joya
Griffith & Company, LLC
February
9, 2007
Henderson,
Nevada
BIBB
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
(Audited)
|
|
(Audited)
|
|
|
|
|
|
As
of
|
|
As
of
|
|
|
|
|
|
December
31, 2006
|
|
December
31, 2005
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
Cash
|
1,258
|
|
343
|
|
|
|
Total
current assets
|
1,258
|
|
343
|
|
|
|
|
|
|
|
|
|
Total
assets
|
1,258
|
|
343
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
Total
current liabilities
|
--
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
--
|
|
-
|
|
|
|
|
|
|
|
|
|
Stockholders'
equity
|
|
|
|
|
|
Common
stock; $.001 par value; 25,000,000 shares
|
|
|
|
|
|
|
authorized,
2,340,000 shares issued and
|
|
|
|
|
|
|
outstanding
as of December 31, 2006 and December 31, 2005
|
2,340
|
|
2,340
|
|
|
Additional
paid-in capital
|
15,230
|
|
10,439
|
|
|
Accumulated
deficit
|
(16,312)
|
|
(12,436)
|
|
|
|
Total
stockholders' equity
|
1,258
|
|
343
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders' equity
|
1,258
|
|
343
|
|
|
|
|
|
|
|
-
|
See
Accompanying Notes to Financial Statements
BIBB
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
Audited
|
|
|
|
|
|
|
Audited
|
|
Audited
|
|
From
July 22, 2002
|
|
|
|
|
|
|
January
1, 2006
|
|
January
1, 2005
|
|
(Date
of Inception)
|
|
|
|
|
|
|
through
|
|
through
|
|
through
|
|
|
|
|
|
|
December
31, 2006
|
|
December
31, 2005
|
|
December
31, 2006
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
Net
loss
|
(3,876)
|
|
(6,418)
|
|
(16,312)
|
|
|
Adjustments
to reconcile net loss to
|
|
|
|
|
-
|
|
|
net
cash used by operating activities:
|
|
|
|
|
-
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
-
|
|
|
|
Sales
Tax Payable
|
-
-
|
|
-
|
|
-
|
|
|
|
|
Net
cash used by operating activities
|
(3,876)
|
|
(6,418)
|
|
(16,312)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
Purchase
of property and equipment
|
-
|
|
-
|
|
-
|
|
|
|
|
Net
cash used by investing activities
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
Proceeds
from capital contribution
|
4,791
|
|
6,439
|
|
17,570
|
|
|
|
|
Net
cash provided by financing activities
|
4,791
|
|
6,439
|
|
17,570
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase in cash
|
915
|
|
21
|
|
1,258
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
beginning of period
|
343
|
|
322
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
end of period
|
$
1,258
|
|
343
|
|
1,258
|
|
|
|
|
|
|
|
|
#REF!
|
|
#REF!
|
See
Accompanying Notes to Financial Statements
BIBB
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audited
|
|
|
|
|
Audited
|
|
Audited
|
|
From
July 22, 2002
|
|
|
|
|
January
1, 2006
|
|
January
1, 2005
|
|
(Date
of Inception)
|
|
|
|
|
through
|
|
through
|
|
through
|
|
|
|
|
December
31, 2006
|
|
December
31, 2005
|
|
December
31, 2006
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
$
-
|
|
-
|
|
-
|
|
Cost
of goods sold
|
-
|
|
-
|
|
-
|
|
|
Gross
profit
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
Professional
fees
|
-
|
|
-
|
|
5,374
|
|
|
General
and administrative
|
3,876
|
|
6,418
|
|
10,938
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
operating expenses
|
3,876
|
|
6,418
|
|
16,312
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from operations
|
(3,876)
|
|
(6,418)
|
|
(16,312)
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
before provision for income taxes
|
(3,876)
|
|
(6,418)
|
|
(16,312)
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
-
|
|
Net
loss
|
(3,876)
|
|
(6,418)
|
|
(16,312)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted loss per common share
|
(0)
|
|
(0)
|
|
(0)
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted weighted average
|
|
|
|
|
|
|
|
common
shares outstanding
|
2,340,000
|
|
2,340,000
|
|
2,143,148
|
|
|
|
|
|
|
|
|
|
See
Accompanying Notes to Financial Statements
BIBB
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
Additional
|
|
Accumulated
|
|
Total
|
|
|
|
(Audited)
Common Stock
|
|
Paid-in
|
|
Deficit
During
|
|
Stockholders'
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
the
Development Stage
|
|
Equity
|
|
Balance
at July 22, 2002 (Date of inception)
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of stock for cash, $0.001
|
|
100,000
|
|
100
|
|
0
|
|
0
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of stock for cash, $0.001
|
|
215,000
|
|
215
|
|
|
|
|
|
215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of stock for cash, $0.001
|
|
25,000
|
|
25
|
|
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of stock for cash, $0.001
|
|
2,000,000
|
|
2,000
|
|
4,000
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
0
|
|
0
|
|
0
|
|
(846)
|
|
(846)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2002
|
|
2,340,000
|
|
2,340
|
|
4,000
|
|
(846)
|
|
5,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
0
|
|
0
|
|
0
|
|
(1,807)
|
|
(1,807)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2003
|
|
2,340,000
|
|
2,340
|
|
4,000
|
|
(2,653)
|
|
3,687
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
|
|
|
|
|
(3,365)
|
|
(3,365)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2004
|
|
2,340,000
|
|
2,340
|
|
4,000
|
|
(6,018)
|
|
322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
contribution
|
|
0
|
|
0
|
|
6,439
|
|
0
|
|
6,439
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
0
|
|
0
|
|
0
|
|
(6,418)
|
|
(6,418)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2005
|
|
2,340,000
|
|
2,340
|
|
10,439
|
|
(12,436)
|
|
343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
contribution
|
|
0
|
|
0
|
|
4,791
|
|
0
|
|
4,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
0
|
|
0
|
|
0
|
|
(3,876)
|
|
(3,876)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2006
|
|
2,340,000
|
|
2,340
|
|
15,230
|
|
(16,312)
|
|
1,258
|
See
Accompanying Notes to Financial Statements
BIBB
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
1.
DESCRIPTION
OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
Description
of business and history
- Bibb
Corporation, a Nevada corporation, (hereinafter referred to as the “Company” or
“Bibb Corp.”) was incorporated in the State of Nevada on July 22, 2002. The
company plans to be in the business of multi-media publishing and marketing.
The
Company operations have been limited to general administrative operations and
is
considered a development stage company in accordance with Statement of Financial
Accounting Standards No. 7.
Management
of Company
- The
company filed its articles of incorporation with the Nevada Secretary of State
on July 22, 2002, indicating Dean Patel as the incorporator.
The
company filed its annual list of officers and directors with the Nevada
Secretary of State on September 10 2002 indicating its President, Secretary,
Treasurer and Director is Judson Bibb. He remains in those positions as of
this
filing.
Going
concern
- The
Company incurred net losses of approximately $16,312 from the period of July
22,
2002 (Date of Inception) through December 31, 2006 and has not commenced its
operations, however, it is still in the development stages, raising substantial
doubt about the Company’s ability to continue as a going concern. The Company
may seek additional sources of capital through the issuance of debt or equity
financing, but there can be no assurance the Company will be successful in
accomplishing its objectives.
The
ability of the Company to continue as a going concern is dependent on additional
sources of capital, on-going patent litigation and the success of the Company’s
plan. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
Year
end
- The
Company’s year end is December 31.
Use
of
estimates
- The
preparation of consolidated financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Property
and equipment
-
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is provided principally on the straight-line method over the
estimated useful lives of the assets, which are generally 3 to 27 years. The
amounts of depreciation provided are sufficient to charge the cost of the
related assets to operations over their estimated useful lives.
BIBB
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
1.
DESCRIPTION
OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES
(continued)
The
Company periodically evaluates whether events and circumstances have occurred
that may warrant revision of the estimated useful life of fixed assets or
whether the remaining balance of fixed assets should be evaluated for possible
impairment. The Company uses an estimate of the related undiscounted cash flows
over the remaining life of the fixed assets in measuring their
recoverability.
Income
taxes
- The
Company accounts for its income taxes in accordance with Statement of Financial
Accounting Standards No. 109, which requires recognition of deferred tax assets
and liabilities for future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities
and
their respective tax bases and tax credit carry forwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected
to
be recovered or settled. The effect on deferred tax assets and liabilities
of a
change in tax rates is recognized in operations in the period that includes
the
enactment date.
Management
feels the Company will have a net operating loss carryover to be used for future
years. Such losses may not be fully deductible due to the significant amounts
of
non-cash service costs. The Company has established a valuation allowance for
the full tax benefit of the operating loss carryovers due to the uncertainty
regarding realization.
Net
loss per common share
- The
Company computes net loss per share in accordance with SFAS No. 128, Earnings
per Share (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98). Under
the provisions of SFAS 128 and SAB 98, basic net loss per share is computed
by
dividing the net loss available to common stockholders for the period by the
weighted average number of shares of common stock outstanding during the period.
The calculation of diluted net loss per share gives effect to common stock
equivalents; however, potential common shares are excluded if their effect
is
antidilutive. For the period from July 22, 2002 (Date of Inception) through
December 31, 2006, no options and warrants were excluded from the computation
of
diluted earnings per share because their effect would be
antidilutive.
Concentration
of risk
- A
significant amount of the Company’s assets and resources are dependent on the
financial support (inclusive of free rent) of Judson Bibb. Should he determine
to no longer finance the operations of the company, it may be unlikely for
the
company to continue.
Revenue
recognition
- The
Company has no revenues to date from its operations. Once the revenue is
generated, the company will
recognize
revenues as the orders are finalized and shipped, in accordance with the terms
of our agreements. An appropriate deferral is made for direct costs related
to
sales in process, and no revenue is recognized until shipment of the products
has taken place. Billings rendered in advance of products being shipped, as
well
as customer deposits received in advance, will be recorded as a current
liability included in deferred revenue. We are expecting to estimate sale losses
and returns, if any, and provide for such losses in the period they are
determined and estimable. Once sales commence we will also determine a
reasonable allowance for refunds based on the experience we generate and should
a high likelihood or occurrence of refund requests take place.
BIBB
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
1.
DESCRIPTION
OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES
(continued)
Inventory
valuation
-
Inventories are stated at the lower of cost or market, cost being determined
on
the first in, first out (FIFO) basis.
Advertising
costs
- The
Company recognizes advertising expenses in accordance with Statement of Position
93-7 “Reporting on Advertising Costs.” Accordingly, the Company expenses the
costs of producing advertisements at the time production occurs, and expenses
the costs of communicating advertisements in the period in which the advertising
space or airtime is used. The Company has recorded no significant advertising
costs for the period from January 1, 2006 through December 31,
2006.
Legal
Procedures
- The
Company is not aware of, nor is it involved in any pending legal
proceedings.
Stock-based
compensation
- On
December 16, 2004, the FASB issued SFAS No. 123R, “Share-Based
Payment”, which replaces SFAS No. 123, “Accounting for Stock-Based
Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock
Issued to Employees.” SFAS No. 123R requires all share-based payments to
employees, including grants of employee stock options, to be recognized in
the
financial statements based on the grant date fair value of the award. SFAS
No.
123R was to be effective for interim or annual reporting periods beginning
on or
after June 15, 2005, but in April 2005 the SEC issued a rule that will permit
most registrants to implement SFAS No. 123R at the beginning of their next
fiscal year, instead of the next reporting period as required by SFAS No. 123R.
The pro forma disclosures previously permitted under SFAS No. 123 no longer
will
be an alternative to financial statement recognition. Under SFAS No. 123R,
the
Company must determine the appropriate fair value model to be used for valuing
share-based payments, the amortization method for compensation cost and the
transition method to be used at date of adoption. The transition methods include
prospective and retroactive adoption option. Under the retroactive option,
prior
periods may be restated either as of the beginning of the year of adoption
or
for all periods presented. The prospective method requires that compensation
expense be recorded for all unvested stock options and restricted stock at
the
beginning of the first quarter of adoption of SFAS No. 123R, while the
retroactive methods would record compensation expense for all unvested stock
options and restricted stock beginning with the first period restated. The
Company has adopted the requirements of SFAS No. 123R for the fiscal year
beginning after December 31, 2004.
New
accounting pronouncements
-
In
May
2005, the FASB issued SFAS No. 154, “Accounting Changes and Error
Corrections” (“SFAS 154”). SFAS 154 replaces Accounting Principles
Board Opinion No. 20 “Accounting Changes” and SFAS No. 3,
“Reporting Accounting Changes in Interim Financial Statements-An Amendment of
APB Opinion No. 28.” SFAS 154 provides guidance on the accounting for
and reporting of accounting changes and error corrections. SFAS 154
requires “retrospective application” of the direct effect of a voluntary change
in accounting principle to prior periods’ financial statements where it is
practicable to do so. SFAS 154 also redefines the term “restatement” to
mean the correction of an error by revising previously issued financial
statements. SFAS 154 is effective for accounting changes and error
corrections made in fiscal years beginning after December 15, 2005 unless
adopted early. We do not expect the adoption of SFAS 154 to have a material
impact on its consolidated financial position, results
BIBB
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
1.
DESCRIPTION
OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES
(continued)
of
operations or cash flows, except to the extent that the statement subsequently
requires retrospective application of a future item.
In
February 2006, the FASB issued Statement of Financial Accounting Standards
No. 155,
Accounting
for Certain Hybrid Financial Instruments
(“SFAS
No. 155”), which amends Statement of Financial Accounting Standards
No. 133,
Accounting
for Derivative Instruments and Hedging Activities
(“SFAS
No. 133”) and Statement of Financial Accounting Standards No. 140,
Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities
(“SFAS
No. 140”). SFAS No. 155 permits fair value measurement for any hybrid
financial instrument that contains an embedded derivative that otherwise would
require bifurcation, establishes a requirement to evaluate interests in
securitized financial assets to identify interests that are freestanding
derivatives or hybrid financial instruments containing embedded derivatives.
We expect the adoption of SFAS 155 to have a material impact on
its consolidated financial position, results of operations or cash
flows.
In
March
2006, the FASB issued Statement of Financial Accounting Standards No. 156,
Accounting
for Servicing of Financial Assets
(“SFAS
No. 156”), which amends FASB Statement No. 140 (“SFAS No. 140”). SFAS 156 may be
adopted as early as January 1, 2006, for calendar year-end entities, provided
that no interim financial statements have been issued. Those not choosing to
early adopt are required to apply the provisions as of the beginning of the
first fiscal year that begins after September 15, 2006 (e.g., January 1, 2007,
for calendar year-end entities). The intention of the new statement is to
simplify accounting for separately recognized servicing assets and liabilities,
such as those common with mortgage securitization activities, as well as to
simplify efforts to obtain hedge-like accounting. Specifically, the FASB
said FAS No. 156 permits a service using derivative financial instruments to
report both the derivative financial instrument and related servicing asset
or
liability by using a consistent measurement attribute, or fair value. We
do not expect the adoption of SFAS 155 to have a material impact on its
consolidated financial position, results of operations or cash
flows.
In
September 2006, the FASB issued FASB Statement No. 157. This Statement defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles (GAAP), and expands disclosures about fair value
measurements. This Statement applies under other accounting pronouncements
that
require or permit fair value measurements, the Board having previously concluded
in those accounting pronouncements that fair value is a relevant measurement
attribute. Accordingly, this Statement does not require any new fair value
measurements. However, for some entities, the application of this Statement
will
change current practices. This Statement is effective for financial statements
for fiscal years beginning after November 15, 2007. Earlier application is
permitted provided that the reporting entity has not yet issued financial
statements for that fiscal year. Management believes this Statement will have
no
impact on the financial statements of the Company once adopted.
In
September 2006, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standard No. 158 (SFAS No. 158), Employers' Accounting
for Defined Benefit Pension and Other Postretirement Plans-an amendment of
FASB
Statements No. 87, 88 ,106 and 132(R). SFAS No. 158 requires an entity to
recognize the funded status of a defined benefit postretirement plan in its
statement of financial position measured as the difference between the fair
value of plan assets and the benefit obligation. For a pension plan, the benefit
obligation would be the projected benefit obligation;
BIBB
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
1.
DESCRIPTION
OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES
(continued)
for
any
other postretirement benefit plan, the benefit obligation would be the
accumulated postretirement benefit obligation. The pronouncement also requires
entities to recognize the actuarial gains and losses and the prior service
costs
and credits that arise during the period, but are not recognized as components
of net periodic benefit cost as a component of other comprehensive income,
and
measure defined benefit plan assets and obligations as of the date of the
employer's statement of financial position for fiscal years ending after
December 15, 2008. The pronouncement also requires disclosure of additional
information in the notes to financial statements about certain effects of net
periodic benefit cost in the subsequent fiscal year that arise from delayed
recognition of the actuarial gains and losses and the prior service costs and
credits. We believe this Statement will have no impact on the financial
statements of the Company once adopted
2.
PROPERTY
AND EQUIPMENT
As
of
December 31, 2006, the Company does not own any property and/or
equipment.
3.
STOCKHOLDER’S
EQUITY
The
Company has 2,340,000
shares
authorized and 2,340,000
issued
and outstanding as of December 31, 2006. The issued and outstanding shares
were
issued as follows:
100,000
common
shares were issued to Judson Bibb
on
August
19, 2002 for the sum of $100
in
cash.
215,000
common
shares were issued to Judson Bibb
on
September 5, 2002 for the sum of $215
in
cash.
25,000
common
shares were issued to Judson Bibb
on
October 31, 2002 for the sum of $25
in
cash.
2,000,000
common
shares were issued to Judson Bibb on December 20, 2002 for the sum of
$
6,000
in
cash.
4.
RELATED
PARTY TRANSACTIONS
The
Company currently uses the home of Judson Bibb , an officer and director of
the
Company, on a rent-free basis for administrative purposes and in the future
will
use it for storage purposes as well. There is no written lease agreement
or other material terms or arrangements relating to said
arrangement.
In
2005
and 2006, Judson Bibb made capital contributions to the Company totaling $6,439
and $4,791 respectively. As of December 31, 2006 his total capital contributions
equal $15,230.
5.
STOCK
OPTIONS
As
of
December 31, 2006, the Company does not have any stock options outstanding,
nor
does it have any written or verbal agreements for the issuance or distribution
of stock options at any point in the future.
BIBB
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
6.
LITIGATION
As
of
December 31, 2006, the Company is not aware of any current or pending litigation
which may affect the Company’s operations.
7.
SUBSEQUENT
EVENTS
There
have been no subsequent events after the end of the period, December 31, 2006,
which are material to operations.
PART
II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item
24. Indemnification of directors and officers.
Pursuant
to certain provisions in our Articles of Incorporation and By-Laws we may
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his position, if he acted in good faith and
in a
manner he reasonably believed to be in our best interest. In certain cases,
we
may advance expenses incurred in defending any such proceeding. To the extent
that the officer or director is successful on the merits in any such proceeding
as to which such person is to be indemnified, we must indemnify him against
all
expenses incurred, including attorney's fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of
the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore,
unenforceable.
In
the
event that a claim for indemnification against such liabilities, other than
the
payment by us of expenses incurred or paid by one of our directors, officers,
or
controlling persons in the successful defense of any action, suit or proceeding,
is asserted by one of our directors, officers, or controlling persons in
connection with the securities being registered, 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 such indemnification
is
against public policy as expressed in the Securities Act, and we will be
governed by the final adjudication of such issue.
Item
25.
Other expenses of issuance and distribution.
Expenses
incurred or (expected) relating to this Prospectus and distribution are as
follows:
SEC
Filing
Fees
$
1
Legal
Fees
$
1,000
Accounting/Auditing
$
2,500
Transfer
Agent
Fees
$
500
Printing
of
Prospectus
$
300
Misc./Contingency
$ 699
TOTAL
$ 5,000
Item
26. Recent sales of unregistered securities.
Following
is the issuance of securities without registration since inception. No issuance
involved the use of an underwriter; no advertising or public solicitation were
involved; the securities bear a restrictive legend and no commissions were
paid
in connection with the issuance of these securities.
From
August to December 2002, a total of 2,340,000 shares of common stock were issued
to Judson Bibb, our founder and sole officer and director, in exchange for
services rendered to date to registrant, which include: the original concept
development and business plan, the original company incorporation, the business
plan, basic office supplies, a home office and computer and basic office
equipment usage, and for $2,340 in cash, representing $.001 per share. These
securities were issued in reliance upon the exemption contained in Section
4(2)
of the Securities Act of 1933. The securities bear a restrictive legend and
were
issued to a founder, officer and director. No other shares have been issued
to
date.
Item
27. Exhibits.
Exhibit
Index:
Number
Description
3.1
Articles
of Incorporation
3.2
Bylaws
5
Opinion re: Legality
23.1
Consent of Independent Auditor
23.2 Consent
of Counsel (Included in Exhibit 5)
Item
28. Undertakings
The
undersigned registrant hereby undertakes:
a.
Rule
415 Offering. The undersigned issuer hereby undertakes to:
1.
File,
during any period in which it offers or sells securities, a post-effective
amendment to this registration statement to:
(i)
Include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii)
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement;
and notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end
of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in the volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii)
Include any additional or changed material information on the plan of
distribution.
2.
For
determining liability under the Securities Act, treat each post-effective
amendment as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide
offering.
3.
File a
post-effective amendment to remove from registration any of the securities
that
remain unsold at the end of the offering.
4.
For
determining liability of the undersigned small business issuer under the
Securities Act to any purchaser in the initial distribution of the securities,
the undersigned small business issuer undertakes that in a primary offering
of
securities of the undersigned small business issuer pursuant to this
registration statement, regardless of the underwriting method used to sell
the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
small
business issuer will be a seller to
the
purchaser and will be considered to offer or sell such securities to such
purchaser:
i.
Any
preliminary prospectus or prospectus of the undersigned small business issuer
relating to the
offering
required to be filed pursuant to Rule 424;
ii.
Any
free writing prospectus relating to the offering prepared by or on behalf of
the
undersigned small
business
issuer or used or referred to by the undersigned small business
issuer;
iii.
The
portion of any other free writing prospectus relating to the offering containing
material information
about the undersigned small business issuer or its
securities provided by or on behalf of the undersigned
small
business issuer; and
iv.
Any
other communication that is an offer in the offering made by the undersigned
small business issuer to the
purchaser.
b.
Request for acceleration of effective date. If the small business issuer
requests acceleration of the effective date of the registration statement under
Rule 461 under the Securities Act, it will include the following:
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
(the
"Act") may be permitted to directors, officers and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise, the
small business issuer has been advised that in the opinion of the Securities
and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
In
the
event that a claim for indemnification against such liabilities (other than
the
payment by the small business issuer of expenses incurred or paid by a director,
officer or controlling person of the small business issuer in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
small business issuer will, unless in the opinion of its counsel the matter
has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
c.
If the
small business issuer is subject to Rule 430C, it will include the following:
Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule
430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed
to be
part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into
the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first
use,
supersede or modify any statement that was made in the registration statement
or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and authorized this prospectus to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Coral Springs, State of Florida.
August
8,
2007
BIBB
CORPORATION
,
Registrant
/s/
Judson Bibb_________________________________________
By:
Judson Bibb, President, Principal Executive Officer, Secretary,
Treasurer, Principal Accounting Officer and Director
BYLAWS
OF
Bibb
Corporation
A
Nevada Corporation
ARTICLE
I
OFFICES
SECTION
1. PRINCIPAL EXECUTIVE OFFICE. The Principal Executive Office of the Corporation
is hereby fixed at 1777 Polk Street #4P, Hollywood in the State of Florida.
SECTION
2. REGISTERED OFFICE. The Registered Office of this corporation shall be in
the
County of Douglas, State of Nevada.
SECTION
3. OTHER OFFICES. Branch or subordinate offices may be established by the Board
of Directors at such other places as may be desirable.
ARTICLE
II
SHAREHOLDERS
SECTION
1. PLACE OF MEETING. Meetings of shareholders shall be held either at the
Principal Executive Office of the corporation or at any other location within
or
without the State of Nevada which may be designated by written consent of all
persons entitled to vote thereat.
SECTION
2. ANNUAL MEETINGS. The annual meeting of shareholders shall be held on such
day
and at such time as may be fixed by the Board; provided, however, that should
said day fall upon a Saturday, Sunday or legal holiday observed by the
Corporation at its principal executive office, then any such meeting of
shareholders shall be held at the same time and place on the next day thereafter
ensuring which is a full business day. At such meetings, director shall be
elected by a plurality vote and any other proper business may be
transacted.
SECTION
3. SPECIAL MEETINGS. Special meetings of the shareholders may be called for
any
purpose or purposes permitted under Chapter 78 of Nevada Revised Statutes at
any
time by the Board, the Chairman of the Board, the President , or by the
shareholders entitled to cast not less than twenty-five percent ( 25%) of the
votes at such meeting. Upon request in writing to the Chairman of the Board,
the
President, any Vice-President or the Secretary, by any person or persons
entitled to call a special meeting of shareholders, the Secretary shall cause
notice to be given to the shareholders entitled to vote, that a special meeting
will be held not less than thirty-five (35) nor more than sixty (60) days after
the date of the notice.
SECTION
4. NOTICE OF ANNUAL OR SPECIAL MEETING. Written notice of each annual meeting
signed by an officer shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting to each shareholder entitled to vote
thereat. Such notice shall state the place, the date, and hour of the meeting
and (i) in the case of a special meeting the general nature of the business
to
be transacted, or (ii) in the case of the annual meeting, those matters which
the Board, at the time of the mailing of the notice, intends to present for
action by the shareholders, but, any proper matter may be presented at the
meeting for such action. The notice of any meeting at which directors are to
be
elected shall include the names of the nominees intended, at the time of the
notice, to be presented by management for election.
Notice
of
a shareholders’ meeting shall be given either personally or by mail or,
addressed to the shareholders at the address of such shareholder appearing
on
the books of the corporation or if no such address appears or is given, by
publication at least once in a newspaper of general circulation in Douglas
County, Nevada. An affidavit of mailing of any notice, executed by the
Secretary, shall be prima facie evidence of the giving of the
notice.
SECTION
5. QUORUM. A majority of the shares entitled to vote, represented in person
or
by proxy, shall constitute a quorum at any meeting of shareholders. If a quorum
is present, the affirmative vote of the majority of shareholders represented
and
voting at the meeting on any matter shall be the act of the shareholders.
Notwithstanding the foregoing, (1) the sale, transfer and other disposition
of
substantially all of the corporation’s properties and (2) a merger or
consolidation of the corporation shall require the approval by an affirmative
vote of not less than two-thirds (2/3) of the corporation’s issued and
outstanding shares.
SECTION
6. ADJOURNED MEETING AND NOTICE THEREOF. Any Shareholders’ meeting, whether or
not a quorum is present, may be adjourned from time to time. In the absence
of a
quorum (except as provided in Section 5 of this Article), no other business
may
be transacted at such meeting.
It
shall
not be necessary to give any notice of the time and place of the adjourned
meeting or of the business to be transacted thereat, other than by announcement
at the meeting at which such adjournment is taken; provided, however when a
shareholders meeting is adjourned for more than forty-five (45) days or, if
after adjournment a new record date is fixed for the adjourned meeting, notice
of the adjourned meeting shall be given as in the case of an original meeting.
SECTION
7. VOTING. The shareholders entitled to notice of any meeting or to vote at
such
meeting shall be only persons in whose name shares stand on the stock records
of
the corporation on the record date determined in accordance with Section 8
of
this Article.
SECTION
8. RECORD DATE. The directors may prescribe a period not exceeding 60 days
before any meeting of the stockholders during which no transfer of stock on
the
books of the corporation may be made, or may fix, in advance, a record date
not
more than 60 or less than 10 days before the date of any such meeting as the
date as of which stockholders entitled to notice of and to vote at such meetings
must be determined. Only stockholders of record on that day are entitled to
notice or to vote at such a meeting.
If
a
record date is not fixed, the record date is at the close of business on the
day
before the day on which notice is given or, if notice is waived, at the close
of
business on the day before the meeting is held. A determination of stockholders
of record entitled to notice of or to vote at a meeting of stockholders applies
to an adjournment of the meeting unless the board of directors fixes a new
record date for the adjourned meeting. The board of directors must fix a new
record date if the meeting is adjourned to a date more than sixty (60) days
later than the date set for the original meeting.
SECTION
9. CONSENT OF ABSENTEES. The transactions of any meeting of shareholders,
however called and noticed, and wherever held, are as valid as though had a
meeting duly held, after regular call and notice, if a quorum is present either
in person or by proxy, and if, either before or after the meeting, each of
the
persons entitled to vote not present in person or by proxy, signs a written
waiver of notice, or a consent to the holding of the meeting or an approval
of
the minutes thereof. All such waivers, consents or approvals shall be filed
with
the corporate records or made a part of the minutes of the meeting.
SECTION
10. ACTION WITHOUT MEETING. Any action which, under any provision of law, may
be
taken at any annual or special meeting of shareholders, may be taken without
a
meeting and without prior notice if a consent in writing, setting forth the
actions to be taken shall be signed by the holders of outstanding shares having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Unless a record date for voting purposes be fixed as
provided in Section 8 of this Article, the record date for determining
shareholders entitled to give consent pursuant to this Section 10, when no
prior
action by the Board has been taken, shall be the day on which the first written
consent is given.
SECTION
11. PROXIES. Every person entitled to vote shares has the right to do so either
in person or by one or more persons authorized by a written proxy executed
by
such shareholder and filed with the Secretary.
SECTION
12. CONDUCT OF MEETING. The President shall preside as Chairman at all meetings
of the shareholders, unless another Chairman is selected. The Chairman shall
conduct each such meeting in a businesslike and fair manner, but shall not
be
obligated to follow any technical formal or parliamentary rules or principles
of
procedure. The Chairman’s ruling on procedural matters shall be conclusive and
binding on all shareholders, unless at the time of ruling a request for a vote
is made by a shareholder entitled to vote and represented in person or by proxy
at the meeting, in which case the decision of a majority of such shares shall
be
conclusive and binding on all shareholders. Without limiting the generality
of
the foregoing, the Chairman shall have all the powers usually vesting the
chairman of a meeting of shareholders.
ARTICLE
III
DIRECTORS
SECTION
1. POWERS. Subject to limitation of the Nevada Revised Statutes, the Articles
of
Incorporation, of these bylaws, and of actions required to be approved by the
shareholders, the business and affairs of the corporation shall be managed
and
all corporate powers shall be exercised by or under the direction of the Board.
The Board may, as permitted by law, delegate the management of the
day-to
day
operation of the business of the corporation to a management company or other
persons or officers of the corporation provided that the business and affairs
of
the corporation shall be managed and all corporate powers shall be exercised
under the ultimate direction of the Board. Without prejudice to such general
powers, it is hereby expressly declared that the Board shall have the following
powers:
|
(a)
|
To
select and remove all of the officers, agents and employees of the
corporation, prescribe the powers and duties for them as may not be
inconsistent with law, or with the Articles of Incorporation or by
these
bylaws, fix their compensation, and require from them, if necessary,
security for faithful service.
|
|
(b)
|
To
conduct, manage, and control the affairs and business of the corporation
and to make such rules and regulations therefore not inconsistent with
law, with the Articles of Incorporation or these bylaws, as they may
deem
best.
|
|
(c)
|
To
adopt, make and use a corporate seal, and to prescribe the forms of
certificates of stock and to alter the form of such seal and such of
certificates from time to time in their judgment they deem
best.
|
|
(d)
|
To
authorize the issuance of shares of stock of the corporation from time
to
time, upon such terms and for such consideration as may be
lawful.
|
|
(e)
|
To
borrow money and incur indebtedness for the purposes of the corporation,
and to cause to be executed and delivered therefore, in the corporate
name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecation or other evidence of debt and securities there
for.
|
SECTION
2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of directors
shall be one (1) until changed by amendment of the Articles or by a bylaw duly
adopted by approval of the outstanding shares amending this Section
2.
SECTION
3. ELECTION AND TERM OF OFFICE. The directors shall be elected at each annual
meeting of shareholders or by consent of shareholder in lieu of meeting. But,
if
any such annual meeting is not held or the directors are not elected thereat,
the director may be elected at any special meeting of shareholders held for
that
purpose. Each director shall hold office until the next annual meeting and
until
a successor has been elected and qualified.
SECTION
4. CHAIRMAN OF THE BOARD. At the regular meeting of the Board, the first order
of business will be to select, from its members, a Chairman of the Board whose
duties will be to preside over all board meetings until the next annual meeting
and until a successor has been chosen.
SECTION
5. VACANCIES. Any director may resign effective upon giving written notice
to
the Chairman of the Board, the President, Secretary, or the Board, unless the
notice specified a later time for the effectiveness of such resignation. If
the
resignation is effective at a future time, a successor may be elected to take
office when the resignation becomes effective.
Vacancies
in the Board including those existing as a result of a removal of a director,
shall be filled by the shareholders at a special meeting, and each director
so
elected shall hold office until the next annual meeting and until such
director’s successor has been elected and qualified.
A
vacancy
or vacancies in the Board shall be deemed to exist in case of the death,
resignation or removal of any director of if the authorized number of directors
be increased, or if the shareholders fail, at any annual or special meeting
of
shareholders at which any directors are elected, to elect the full authorized
number of directors to be voted for the meeting.
The
Board
may declare vacant the office of a director who has been declared of unsound
mind or convicted of a felony by an order of court.
The
shareholders may elect a director or directors at any time to fill any vacancy
or vacancies. Any such election by written consent requires the consent of
a
majority of the outstanding shares entitled to vote. If the Board accepts the
resignation of a director tendered to take effect at a future time, the
shareholder shall have power to elect a successor to take office when the
resignation is to become effective.
No
reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of the director’s term of office.
SECTION
6. REMOVAL OF DIRECTORS. Except as otherwise provided in Chapter 78.335 of
the
Nevada Revised Statutes, any director or one or more of the incumbent directors
may be removed from office by the vote of stockholders representing not less
than two-thirds of the voting power of the issued and outstanding stock entitled
to voting power.
SECTION
7. PLACE OF MEETING. Any meeting of the Board shall be held at any place within
or without the State of Nevada which has been designated from time to time
by
the Board. In the absence of such designation, meeting shall be held at the
principal executive office of the corporation.
SECTION
8. REGULAR MEETINGS. Immediately following each annual meeting of shareholders,
the Board shall hold a regular meeting for the purpose of organization,
selection of a Chairman of the Board, election of officers, and the transaction
of other business. Call and notice of such regular meeting is hereby dispensed
with.
SECTION
9. SPECIAL MEETINGS. Special meetings of the Board for any purpose may be called
at any time by the Chairman of the Board, the President, or the Secretary or
by
any two directors.
Special
meetings of the Board shall be held upon at least four (4) days written notice
or forty-eight (48) hours notice given personally or by telephone, telegraph,
telex or other similar means of communication. Any such notice shall be
addressed or delivered to each director at such director’s address as it is
shown upon the records of the Corporation or as may have been given to the
Corporation or as may have been given to the Corporation by the director for
the
purposes of notice.
SECTION
10. QUORUM. A majority of the authorized number of directors then in office
constitutes a quorum of the Board for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held
at
which
a quorum is present shall be regarded as the act of the Board, unless a
different number is required by law or by the Articles of Incorporation. A
meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved
by
at least a majority of the number of directors required as noted above to
constitute a quorum for such meeting.
SECTION
11. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the Board
may
participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another.
SECTION
12. WAIVER OF NOTICE. The transactions of any meeting of the Board, however
called and noticed and wherever held, are as valid as though had at a meeting
duly held after regular call and notice if a quorum be present and if, either
before or after the meeting, each of the directors not present signs a written
waiver of notice, a consent to holding such meeting or an approval of the
minutes thereof. All such waivers, consents or approvals shall be filed with
the
corporate records or made part of the minutes of the meeting.
SECTION
13. ADJOURNMENT. A majority of the directors present, whether or not a quorum
is
present, may adjourn any directors’ meeting to another time and place. Notice of
the time and place of holding an adjourned meeting need not be given to absent
directors if the time and place be fixed at the meeting adjourned. If the
meeting is adjourned for more than forty-eight (48) hours, notice of any
adjournment to another time or place shall be given prior to the time of the
adjourned meeting to the directors who were not present at the time of
adjournment.
SECTION
14. FEES AND COMPENSATION. Directors and members of committees may receive
such
compensation, if any, for their services, and such reimbursement for expenses,
as may be fixed or determined by the Board.
SECTION
15. ACTION WITHOUT MEETING. Any action required or permitted to be taken by
the
Board may be taken without a meeting if, before or after the action, all members
of the Board shall individually or collectively consent in writing to such
action. Such consent or consents shall have the same effect as a unanimous
vote
of the Board and shall be filed with the minutes of the proceedings of the
Board.
SECTION
16. COMMITTEES. The board may appoint one or more committees, each consisting
of
two or more directors, and delegate to such committees any of the authority
of
the Board except with respect to:
|
(a)
|
The
approval of any action which requires shareholders’ approval or approval
of the outstanding shares;
|
|
(b)
|
The
filling of vacancies on the Board or on any
committees;
|
|
(c)
|
The
fixing of compensation of the directors for serving on the Board or
on any
committee;
|
|
(d)
|
The
amendment or repeal of bylaws or the adoption of new
bylaws;
|
|
(e)
|
The
amendment or repeal of any resolution of the Board which by its express
terms is not so amendable or repealable by a committee of the
Board;
|
|
(f)
|
The
distribution to the shareholders of the
corporation;
|
|
(g)
|
The
appointment of other committees of the Board or the members
thereof.
|
Any
such
committee must be appointed by resolution adopted by a majority of the
authorized number of directors and may be designated an Executive Committee
or
by such other name as the Board shall specify. The Board shall have the power
to
prescribe the manner in which proceedings of any such committee shall be
conducted. Unless the Board or such committee shall otherwise provide, the
regular or special meetings and other actions of any such committee shall be
governed by the provisions of this Article applicable to meetings and actions
of
the Board. Minutes shall be kept of each meeting of each committee.
ARTICLE
IV
OFFICERS
SECTION
1. OFFICERS. The officers of the corporation shall be a president, a secretary
and a treasurer. The corporation may also have, at the discretion of the Board,
one or more vice-presidents, one or more assistant vice-presidents, one or
more
assistant secretaries, one or more assistant treasurers and such other officers
as may be elected or appointed in accordance with the provisions of Section
3 of
this article.
SECTION
2. ELECTION. The officers of the corporation, except such officers as may be
elected or appointed in accordance with the provisions of Section 3 or Section
5
of this Article, shall be chosen annually by, and shall serve at the pleasure
of, the Board, and shall hold their respective offices until their resignation,
removal or other disqualification from service, or until their respective
successors shall be elected.
SECTION
3. SUBORDINATE OFFICERS. The Board may elect, and may empower the President
to
appoint, such other officers as the business of the corporation may require,
each of whom shall hold office for such period, have such authority, and perform
such duties as are provided in these bylaws or as the Board; or the President
may from time to time direct.
SECTION
4. REMOVAL AND RESIGNATION. Any officer may be removed, either with or without
cause, by the Board of Directors at any time, or, except in the case of an
officer chosen by the Board, by any officer upon whom such power of removal
may
be conferred by the Board.
Any
officer may resign at any time by giving written notice to the corporation.
Any
such resignation shall take effect at the date of the receipt of such notice
or
at any later time specified therein. The acceptance of such resignation shall
be
necessary to make it effective.
SECTION
5. VACANCIES. A vacancy of any office because of death, resignation, removal,
disqualification, or any other cause shall be filled in the manner prescribed
by
these bylaws for the regular election or appointment to such
office.
SECTION
6. PRESIDENT. The President shall be the chief executive officer and general
manager of the Corporation. The President shall preside at all meetings of
the
shareholders and, in the absence of the Chairman of the Board at all meetings
of
the Board. The President has the general powers and duties of management usually
vested in the chief executive officer and the general manager of a corporation
and such other powers and duties as may be prescribed by the Board.
SECTION
7. VICE PRESIDENTS. In the absence or disability of the President, the Vice
Presidents, in order of their rank as fixed by the Board or, if not ranked,
the
Vice President designated by the Board, shall perform all the duties of the
President, and when so acting shall have all the powers of, and be subject
to
all the restrictions upon, the President. The Vice Presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the President or the Board.
SECTION
8. SECRETARY. The Secretary shall keep or cause to be kept, at the Principal
Executive Office, and such other place as the Board may order, a record book
of
all meetings of shareholders, the Board, and its committees, with the time
and
place of holding, whether regular or special, and, if special, how authorized,
the notice thereof given, the names of those present at Board and committee
meetings, the number of shares present or represented at shareholders meetings,
and proceedings thereof. The Secretary shall keep, or cause to be kept, a copy
of the bylaws of the corporation at the Principal Executive Office of the
Corporation.
The
Secretary shall keep, or cause to be kept, at the Principal Executive Office,
a
share register, or a duplicate share register, showing the names of shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.
The
Secretary shall give, or cause to be given, notice of all the meetings of the
shareholders and of the Board and any committees thereof required by these
bylaws or by law to be given, shall keep the seal of the corporation in safe
custody, and shall have such other powers and perform such other duties as
my be
prescribed by the Board.
SECTION
9. ASSISTANT SECRETARIES. In the absence or disability of the Secretary, the
Assistant Secretary, in order of their rank as fixed by the Board or, if not
ranked, the Assistant Secretary designated by the Board, shall perform all
the
duties of the Secretary, and when so acting shall have all the powers of, and
be
subject to all the restrictions upon, the Secretary. The Assistant Secretary
shall have such other powers and perform such other duties as from time to
time
may be prescribed for them respectively by the President or the
Board.
SECTION
10. TREASURER. The Treasurer is the chief financial officer of the corporation
and shall keep and maintain, or cause to be kept and maintained, adequate and
correct accounts of the properties and financial transactions of the
corporation, and shall send or cause to be sent to the shareholders of the
corporation such financial statements and reports as are by law or these bylaws
required to be sent to them.
The
Treasurer shall deposit all monies and other valuables in the name and to the
credit of the corporation with such depositories as may be designated by the
Board. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, shall render to the President and directors, whenever
they
request it, an account of all transactions as Treasurer and of the financial
conditions of the corporation, and shall have such other powers and perform
such
other duties as may be prescribed by the Board.
SECTION
11. AGENTS. The President, any Vice-President, the Secretary or Treasurer may
appoint agents with power and authority, as defined or limited in their
appointment, for and on behalf of the corporation to execute and deliver, and
affix the seal of the corporation thereto, to bonds, undertakings, recognizance,
consents of surety or other written obligations in the nature thereof and any
said officers my remove such agent and revoke the power and authority given
to
him.
ARTICLE
V
OTHER
PROVISIONS
SECTION
1. DIVIDENDS. The Board may from time to time declare, and the corporation
may
pay, dividends on its outstanding shares in the manner and on the terms and
conditions provided by law, subject to any contractual restrictions on which
the
corporation is then subject.
SECTION
2. INSPECTION OF RECORDS. The corporation shall keep at its Registered Office
and its Principal Executive Office 1) the original or a copy of these bylaws
as
amended to date certified by an officer, 2) copy of articles of incorporation
with all amendments certified by the Secretary of State and 3) stock ledger
or
duplicate, revised annually, all of which shall be open to inspection to
shareholders at all reasonable times during office hours. If the corporation
has
no principal business office in Nevada, it shall, upon the written request
of
any shareholder, furnish to such shareholder a copy of the aforementioned
documents as amended and revised to date.
SECTION
3. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The President or any other
officer or officers authorized by the Board or the President are each authorized
to vote, represent, and exercise on behalf of the Corporation all rights
incident to any and all shares of any other corporation or corporations standing
in the name of the Corporation. The authority herein granted may be exercised
either by any such officer in person or by any other person authorized to do
so
by proxy or power of attorney duly executed by said officer.
ARTICLE
VI
LIABILITY
OF DIRECTORS AND OFFICERS
SECTION
1. ELIMINATION OF LIABILITY. A director or officer of the corporation shall
not
be personally liable to the Corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, except only (1) acts or
omissions which involve intentional misconduct, fraud or a knowing violation
of
law or (2) the payment of dividends in violation of NRS 78.288, except for
a
director who dissents to the payment as provided in NRS 78.300, but liability
shall otherwise be eliminated or limited to the fullest extent permitted by
Nevada law, as it may be allowed from time to time.
SECTION
2. MANDATORY INDEMNIFICATION. The Corporation shall indemnify the officers
and
directors of the Corporation to the fullest extent permitted by Nevada law
as
the same exists or may hereafter be amended.
SECTION
3. MANDATORY PAYMENT OF EXPENSES. The expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the Corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking
by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is not entitled
to be indemnified by the corporation.
SECTION
4. EFFECT OF AMENDMENT OR REPEAL. Except as provided in the Articles of
Incorporation or by Nevada law, this corporation reserves the right to amend
or
repeal any provision contained in these Bylaws. However, any amendment to or
repeal of any of the provisions in this Article VI shall not adversely affect
any right or protection of a director or officer of the Corporation for or
with
respect to any act or omission of such director or officer occurring prior
to
such amendment or repeal.
SECTION
5. INSURANCE. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was an officer, director, employee
or agent of the Corporation against any liability asserted against or incurred
by the officer, director, employee or agent in such capacity or arising out
of
such person’s status as such whether or not the corporation would have the power
to indemnify the officer, or director, employee or agent against such liability
under the provisions of this Article.
ARTICLE
VII
AMENDMENTS
These
bylaws may be altered, amended or repealed either by approval of a majority
of
the outstanding shares entitled to vote or by the approval of the Board;
provided however that after the issuance of shares, a bylaw specifying or
changing a fixed number of directors or the maximum or minimum number or
changing from a fixed to a flexible Board or vice versa, may only be adopted
by
the approval by an affirmative vote of not less than two-thirds of the
corporation’s issued and outstanding shares entitled to vote. Further, the right
of any shareholder to inspect the corporation’s records as provided in Article V
Section 2, or otherwise permitted under applicable law, shall not be limited
or
abridged by an amendment.
ARTICLE
VIII
CONFLICTS
WITH GENERAL CORPORATION LAW
In
the
event and to the extent of any conflict between the provisions of these bylaws
and any mandatory requirements of the General Corporation Law of Nevada, as
it
may be amended from time to time, the latter shall govern and all other
provisions of the bylaws not in conflict thereof shall continue in full force
and effect.
CERTIFICATE
OF PRESIDENT
THIS
IS
TO CERTIFY that I am the duly elected, qualified and acting president of Bibb
Corporation and that the above and foregoing Bylaws, constituting a true
original copy were duly adopted as the Bylaws of said corporation on August
10,
2002, by the directors of said corporation.
IN
WITNESS WHEREOF, I have hereunto set my hand
this 10th day of August, 2002.
/s/ Judson Bibb, President