Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jan. 31, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Nostalgia Family Brands, Inc. | |
Entity Central Index Key | 1,544,861 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 3,800,000 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Prepaid expenses | $ 15,300 | $ 16,800 |
TOTAL ASSETS | 15,300 | 16,800 |
Current liabilities: | ||
Accounts payable and accrued expenses | 51,883 | 49,883 |
Convertible promissory note payable | 50,000 | 50,000 |
Total current liabilities | 101,883 | 99,883 |
Stockholders' deficit: | ||
Common stock, $0.001 par value, 50,000,000 shares authorized; 3,800,000 shares issued and outstanding | 3,800 | 3,800 |
Additional paid-in capital | 34,200 | 34,200 |
Accumulated deficit | (124,583) | (121,083) |
Total stockholders' deficit | (86,583) | (83,083) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 15,300 | $ 16,800 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Stockholders' deficit: | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 50,000,000 | 50,000,000 |
Common stock, issued shares | 3,800,000 | 3,800,000 |
Common stock, outstanding shares | 3,800,000 | 3,800,000 |
STATEMENTS OF OPERATIONS (UNAUD
STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Operating expenses: | ||||
General and administrative | $ 1,078 | $ 1,500 | $ 2,157 | |
Operating loss | (1,078) | (1,500) | (2,157) | |
Interest expense | 1,000 | 2,000 | ||
Net loss | $ (1,000) | $ (1,078) | $ (3,500) | $ (2,157) |
Loss per common share - basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding, basic and diluted | 3,800,000 | 3,800,000 | 3,800,000 | 3,800,000 |
STATEMENTS OF CASH FLOWS (UNAUD
STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||||
Net loss | $ (1,000) | $ (1,078) | $ (3,500) | $ (2,157) |
Change in operating assets and liabilities: | ||||
Decrease in prepaid expenses | 1,500 | |||
Increase in accounts payable and accrued expenses | 2,000 | 2,157 | ||
Net cash (used in) operating activities | ||||
Net change in cash | ||||
Cash and cash equivalents, beginning of period | ||||
Cash and cash equivalents, end of period | ||||
Supplemental disclosure of cash flow information | ||||
Cash paid for income taxes | ||||
Cash paid for interest |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
1. GENERAL | Organization and Business Nature Nostalgia Family Brands, Inc. (the “Company”) is a Delaware Corporation organized on November 5, 2010 and began developing its plan of operations during the first quarter 2011. The Company aims to develop the web site “nostalgiafamilybrands.com”. The Company’s business model consists of plans to manufacture products that had been popular in the 1950’s and 1960’s and perhaps other decades, but have been discontinued. The specific product categories include candy, food and personal hygiene products. Examples of the proposed products include: Bit-O-Licorice, Hollywood Candy Bars, Hydrox Cookies, Puffa Puffa Rice Cereal, Chipso Laundry Soap and Stopette Deodorant. These items represent some of the products that the older generations enjoyed that the Company intends to target to make available once again at retail supermarkets and drug stores. The Company has not generated any revenues from operations and can give no assurance of any future revenues. The Company will require substantial additional funding to initiate and develop its operations. There is no assurance that the Company will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to the Company. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Accounting and Presentation The accompanying unaudited interim financial statements of the Company as of June 30, 2017 and for the three and six months ended June 30, 2017 and 2016, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) which apply to interim financial statements. Accordingly, they do not include all of the information and footnotes normally required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2017. Cash and Cash Equivalents The Company considers all liquid investments with an original maturity of three months or less that are readily convertible into cash to be cash equivalents. Revenue Recognition All sources of revenue will be recorded when persuasive evidence of arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is reasonably assured. Convertible Debt The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued. The BCF for the convertible instruments, if any, is recognized and measured as a reduction to the carrying amount of the convertible instrument equal to the relative fair value of the conversion features, which is credited to additional paid-in-capital. Income Taxes The Company recognizes deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. The provisions prescribe a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns and require that uncertain tax positions are evaluated in a two-step process. The Company does not have any uncertain tax positions. Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Earnings (Loss) per Share Basic earnings (loss) per common share is computed by dividing the amount available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per share includes the effect of dilutive common stock equivalents from the assumed exercise of options, warrants, convertible preferred stock and convertible notes. The Company’s common stock equivalents were excluded in the computation of diluted net (loss) per share since their inclusion would be anti-dilutive. There are no dilutive securities issued for the periods presented in the accompanying financial statements. Subsequent Events The Company has evaluated all transactions from June 30, 2017 through the financial statement issuance date for subsequent event disclosure consideration. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
3. GOING CONCERN | The Company’s financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is subject to the substantial business risks and uncertainties inherent to such an entity, including the potential risk of business failure. The Company has not generated any revenues since inception. While the Company is attempting to commence operations and generate revenues, the Company’s cash position is currently not sufficient to support the Company’s daily operations. This raises substantial doubt about the Company’s ability to continue as a going concern. Management is hoping to raise additional funds through the issuance of additional equity or debt securities. While the Company believes in its ability to raise additional funds and the viability of its strategy, there can be no assurances that they will be successful. The Company’s ability to continue as a going concern is dependent upon the continued financial support from its stockholders and its ability to obtain the necessary equity or debt financing and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
RECENT ACCOUNTING STANDARDS
RECENT ACCOUNTING STANDARDS | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
4. RECENT ACCOUNTING STANDARDS | In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The adoption of this accounting standard update in 2016 did not have a material impact on the Company’s financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The core principle of this updated guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new rule also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This guidance, after amendment is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Companies are permitted to adopt this new rule following either a full or modified retrospective approach. Early adoption is not permitted. This accounting standard update is not expected to have a material impact on the Company’s financial statements. |
PREPAID EXPENSES
PREPAID EXPENSES | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
5. PREPAID EXPENSES | The Company entered into a management consulting relationship with CUBBO, Inc., which required the prepayment of fees. Prepaid expenses at June 30, 2017 represent a prepayment of $15,300 with CUBBO, Inc. for consulting services to be rendered in the future. CUBBO, Inc. performs various management functions. |
CONVERTIBLE PROMISSORY NOTE
CONVERTIBLE PROMISSORY NOTE | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
6. CONVERTIBLE PROMISSORY NOTE | On December 14, 2012, the Company issued a non-interest bearing convertible promissory note to a third party in the principal amount of $50,000, maturing on December 31, 2015. In the event of default, interest shall accrue on the outstanding principal amount at a rate of 8% per annum. The holder of the note is entitled to convert all or a portion of the convertible note plus accrued interest, if any, at the lender’s sole option, into shares of common stock at a conversion price of $0.10 per share. On November 10, 2014, the third party assigned the note to another third party, and the maturity date of the convertible promissory note was extended to June 30, 2018. During the six months ended June 30, 2017, the Company accrued interest expense of $2,000. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
7. INCOME TAXES | At June 30, 2017 and December 31, 2016, the Company has established full valuation allowances against its deferred tax assets, principally for operating losses, due to the uncertainty in realizing their benefits. At June 30, 2017, the Company had approximately $124,000 of unused operating losses expiring beginning 2031 through 2037. The Company is in the process of preparing and filing its federal income tax returns for the years ended December 31, 2017, 2016, 2015, 2014, 2013 and 2012. |
UNSETTLED ACTION
UNSETTLED ACTION | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
8. UNSETTLED ACTION | A claim against the Company was served on January 17, 2014 by Vintage Filings PR Newswire in the Superior Court of New Jersey for approximately $5,900 related to services rendered in 2012. The claim was settled in April 2014 for $6,084, including fees, which is included in accounts payable and accrued expenses in the accompanying balance sheets. In September 2014, $500 was paid by CUBBO, Inc. with respect to the judgment. The plaintiff initially agreed to defer taking action to enforce the judgment until approximately January, 2015; however, the time frame which the plaintiff initially agreed upon has expired. No additional action has been taken by Vintage to attempt to collect this amount. |
SUMMARY OF SIGNIFICANT ACCOUN14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Summary Of Significant Accounting Policies Policies | |
Basis of Accounting and Presentation | The accompanying unaudited interim financial statements of the Company as of June 30, 2017 and for the three and six months ended June 30, 2017 and 2016, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) which apply to interim financial statements. Accordingly, they do not include all of the information and footnotes normally required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2017. |
Cash and Cash Equivalents | The Company considers all liquid investments with an original maturity of three months or less that are readily convertible into cash to be cash equivalents. |
Revenue Recognition | All sources of revenue will be recorded when persuasive evidence of arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is reasonably assured. |
Convertible Debt | The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued. The BCF for the convertible instruments, if any, is recognized and measured as a reduction to the carrying amount of the convertible instrument equal to the relative fair value of the conversion features, which is credited to additional paid-in-capital. |
Income Taxes | The Company recognizes deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. The provisions prescribe a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns and require that uncertain tax positions are evaluated in a two-step process. The Company does not have any uncertain tax positions. |
Use of Estimates | The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Earnings (Loss) per Share | Basic earnings (loss) per common share is computed by dividing the amount available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per share includes the effect of dilutive common stock equivalents from the assumed exercise of options, warrants, convertible preferred stock and convertible notes. The Company’s common stock equivalents were excluded in the computation of diluted net (loss) per share since their inclusion would be anti-dilutive. There are no dilutive securities issued for the periods presented in the accompanying financial statements. |
Subsequent Events | The Company has evaluated all transactions from June 30, 2017 through the financial statement issuance date for subsequent event disclosure consideration. |
GENERAL (Details Narrative)
GENERAL (Details Narrative) | 6 Months Ended |
Jun. 30, 2017 | |
General Details Narrative | |
State of Incorporation | Delaware |
Date of Incorporation | Nov. 5, 2010 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Prepaid expenses | $ 15,300 | $ 16,800 |
CUBBO, Inc. [Member] | ||
Prepaid expenses | $ 15,300 |
CONVERTIBLE PROMISSORY NOTE (De
CONVERTIBLE PROMISSORY NOTE (Details Narrative) - USD ($) | Nov. 10, 2014 | Dec. 14, 2012 | Jun. 30, 2017 |
Accrued interest expense | $ 2,000 | ||
Convertible Notes Payable [Member] | |||
Convertible debt, principal amount | $ 50,000 | ||
Maturity date | Dec. 31, 2015 | ||
Interest rate | 8.00% | ||
Terms of conversion feature | The holder of the note is entitled to convert all or a portion of the convertible note plus accrued interest, if any, at the lenders sole option, into shares of common stock at a conversion price of $0.10 per share | ||
Extended maturity date | Jun. 30, 2018 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Income Taxes Details Narrative | |
Unused operating losses | $ 124,000 |
Operating losses expiration period, description | unused operating losses expiring beginning 2031 through 2037. |
UNSETTLED ACTION (Details Narra
UNSETTLED ACTION (Details Narrative) - USD ($) | 1 Months Ended | ||
Sep. 30, 2014 | Apr. 30, 2014 | Jan. 17, 2014 | |
Litigation claim amount related to services rendered | $ 5,900 | ||
Litigation settlement amount | $ 6,084 | ||
CUBBO, Inc. [Member] | |||
Litigation settlement amount | $ 500 |