UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2005
NO BORDERS, INC. f/k/a
AMERICAN EAGLE MANUFACTURING CO.
(Exact name of Registrant as specified in its charter)
----------------------------------------------------
Commission file number 00-27323
Nevada 88-0429812
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification no.)
100 Market Street, Santa Monica,
California 90291
(Address of principal executive offices) (Zip code)
(310) 450-3257
--------------
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
1
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
As previously reported on Form 8-K filed by the Registrant with the
Securities and Exchange Commission (the "Commission") on October 27, 2004 (the
"Original Filing"), effective October 21, 2004, the Registrant entered into a
Share Exchange Agreement with Intercommunity Financing Corp. d/b/a No Borders, a
California corporation ("No Borders"); Raul Hinojosa-Ojeda ("Ojeda"); and Robert
M. Rosenfeld ("Rosenfeld," collectively with Ojeda the "No Borders
Shareholders") (the "Share Exchange Agreement"). Pursuant to the Share Exchange
Agreement, the Registrant acquired one hundred percent of the issued and
outstanding common stock of No Borders (the "Shares"). In consideration for the
Shares, the Registrant issued 40,000,000 shares of its restricted common stock
to the No Borders Shareholders representing approximately 90% of the issued and
outstanding shares of the Registrant's common stock after giving effect to the
Share Exchange Agreement. The Registrant and the No Borders Shareholders
delivered the consideration required under the Share Exchange Agreement on
October 28, 2004.
Bad Toys Holdings, Inc., a Nevada corporation, previously controlled the
Registrant, however, after giving effect to the Share Exchange Agreement, Bad
Toys Holdings, Inc. owns approximately 7% of the outstanding shares of the
Registrant's common stock.
This Current Report on Form 8-K/A amends the Original Filing to include a
copy of the Share Exchange Agreement, dated October 21, 2004, between the
Registrant and he Financial Statements of Item 901(a) and 901(b) and hereof
filed in the previous Form 8K. The Exhibits and Schedules to the Share Exchange
Agreement have been omitted as neither have been completed as of the date of
this report. This Current Report on Form 8-K/A also amends the Original Filing
to clarify the identity of all of the signatories to the Share Exchange
Agreement; and, to report that the parties to the Share Exchange Agreement have
delivered the stock certificates as required by the Share Exchange Agreement.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The disclosure made in response to Item 2.01 is hereby incorporated herein
by reference.
As described in Item 2.01, pursuant to the Share Exchange Agreement, the
Registrant issued 40,000,000 shares of its restricted common stock to the No
Borders Shareholders. The Registrant issued shares of its common stock to the No
Borders Shareholders in reliance upon the exemption from registration provided
by Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D
promulgated under the Securities Act of 1933. The Registrant made no
solicitation in connection with the transactions other than communications with
the No Borders Shareholders. The Registrant obtained representations from the No
Borders Shareholders regarding the No Borders Shareholders' investment intent,
experience, sophistication and status as an accredited investor, as defined in
Rule 501(a) of the Securities Act of 1933. The common stock will be issued with
a restricted securities legend. No underwriting discounts or commissions were
paid in conjunction with the issuance of the common stock.
2
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
The disclosure made in response to Item 2.01 is hereby incorporated herein
by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
The financial statements required by Item 9.01(a) of Form 8-K are included
in this report.
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Pollard-Kelley Auditing Services, Inc...........................................
Auditing Services 3250 West Market St, Suite 307
Fairlawn, OH 44333 330-864-2265
Report of Independent Registered Public Accounting Firm
Board of Directors
Intercommunity Financing Corp. dba No Borders
(A Development Stage Company)
We have audited the accompanying balance sheets of Intercommunity Financing
Corp. dba No Borders (A Development Stage Company) as of December 31, 2003 and
2002, and the related statements of income, changes in stockholders' equity, and
cash flows for each of the two years in the period ended December 31, 2003.
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 conduct 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.
The Company has not generated significant revenues or profits to date. This
factor among others may indicate the Company will be unable to continue as a
going concern. The Company's continuation as a going concern depends upon its
ability to generate sufficient cash flow to conduct its operations and its
ability to obtain additional sources of capital and financing. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company at December 31,
2003 and 2002, and the results of its operations and its cash flows for each of
the two years in the period ended December 31, 2003, in conformity with U.S.
generally accepted accounting standards.
Pollard-Kelley Auditing Services, Inc.
/S/ Pollard-Kelley Auditing Services, Inc.
------------------------------------------
Fairlawn, Ohio
January 20, 2005
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3
INTERCOMMUNITY FINANCING CORP. dba NO BORDERS
(A Development Stage Company)
BALANCE SHEETS
December 31, 2003 and 2002
ASSETS
2003 2002
CURRENT ASSETS ---------- ----------
Cash $ 48,540 $ -
TOTAL CURRENT ASSETS 48,540 -
FIXED ASSETS
Computers 10,039 -
10,039 -
OTHER ASSETS
Software development costs 35,650 -
========== ==========
$ 94,229 $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
2003 2002
---------- ----------
CURRENT LIABILITIES
Notes payable $ 380,000 $ -
Accounts payable 5,870 -
Accrued interest 3,030 -
Stockholder loans 32,989 -
TOTAL CURRENT LIABILITIES 421,889 -
STOCKHOLDERS' EQUITY
Common stock, 2,000 shares authorized:
No par value; 525 shares outstanding at
December 31, 2003 and 2002 10,000 -
Retained deficit accumulated during
development stage (337,660) -
(327,660) -
========== ==========
$ 94,229 $ -
See accompanying notes and accountant's report.
4
INTERCOMMUNITY FINANCING CORP. dba NO BORDERS
(A Development Stage Company)
STATEMENT OF INCOME
For the years ended December 31, 2003 and 2002, and for the period beginning
October 25, 2002, (Inception) through December 31, 2003
Since
2003 2002 Inception
--------- -------- ----------
REVENUES $ - $ - $ -
EXPENSES
General and administrative 337,660 - 337,660
337,660 - 337,660
OPERATING LOSS (337,660) - (337,660)
TAX PROVISIONS - - -
NET LOSS $(337,660) $ - $ (337,660)
See accompanying notes and accountant's report.
5
INTERCOMMUNITY FINANCING CORP. dba NO BORDERS
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY
From October 25, 2002 (Inception) through December 31. 2003
Retained Deficit
Accumulated
During
Common Stock Development
Shares Amount Stage Total
------------ ------------- ---------------- -------------
October 25, 2002
Initial shares issued 525 $ - $ - $ -
Net loss - - - -
December 31, 2002 525 - - -
Capital contributed - 10,000 - 10,000
Net loss - - (337,660) (337,660)
============ ============= ================ =============
December 31, 2003 525 $ 10,000 $ (337,660) $ (327,660)
See accompanying notes and accountant's report.
6
INTERCOMMUNITY FINANCING CORP. dba NO BORDERS
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the years ended December 31, 2003 and 2002, and for the period beginning
October 25, 2002, (Inception) through December 31, 2003
Since
2003 2002 Inception
---------- ------------ --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (337,660) $ - $ (337,660)
Adjustments to reconcile net earnings to net
cash provided (used) by operating activities
Changes in Current assets and liabilities:
Increase in Accounts payable 5,870 - 5,870
Increase in Accrued interest 3,030 - 3,030
NET CASH USED BY
OPERATING ACTIVITIES (328,760) - (328,760)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Computers (10,039) - (10,039)
Purchase of Software development costs (35,650) - (35,650)
NET CASH USED BY
INVESTING ACTIVITIES (45,689) - (45,689)
CASH FLOWS FROM FINANCING ACTIVITIES
Shareholder loan borrowings 152,418 - 152,418
Shareholder loan payments (119,429) - (119,429)
Proceeds from Notes payable 380,000 - 380,000
Capital contributed 10,000 - 10,000
NET CASH PROVIDED BY
FINANCING ACTIVITIES 422,989 - 422,989
NET INCREASE IN CASH 48,540 - 48,540
CASH AT BEGINNING OF PERIOD - - -
========== ============ ==============
CASH AT END OF PERIOD $ 48,540 $ - $ 48,540
See accompanying notes and accountant's report.
7
INTERCOMMUNITY FINANCING CORP. dba NO BORDERS
(A Development Stage Company)
Notes to Financial Statements
December 31. 2003 and 2002
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
HISTORY
The Company was incorporated on October 25, 2002 as Intercommunity Financing
Corp. in California. Beginning in 2003 the Company adopted the dba of No
Borders.
DESCRIPTION OF BUSINESS
The Company is presently focused on the delivery of significantly lower cost
remittance transfers and long distance telephony services through a unified
Stored Value Card platform issued through a network of affiliated agents to
individual card-holders in both underserved U.S. migrant-receiving as well as
non-U.S. rural migrant-sending communities that need to stay connected.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all
short-term debt securities to be cash equivalents.
Cash paid during the years for:
2003 2002
------------ ------------
Interest $ -0- $ -0-
Income taxes $ -0- $ -0-
FIXED ASSETS
Property and equipment are carried at cost. Maintenance, repairs and renewals
are expensed as incurred. Depreciation of property and equipment had not begun
at December 31, 2003, because the computers were purchased at year end and had
not been placed into service by year end. Depreciation will be computed on the
straight line basis over its estimated useful life of 3 years.
SOFTWARE DEVELOPMENT COSTS
The Company has expended $35,650 in software development costs through December
31, 2003 for internal use software. The software being developed is to
facilitate the unified Stored Value Card platform. The software is entirely
proprietary. The Company will amortize these costs over its estimated useful
life, which has not been determined at this time, once development is completed.
INTERCOMMUNITY FINANCING CORP. dba NO BORDERS
(A Development Stage Company)
Notes to Financial Statements
December 31. 2003 and 2002
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INCOME TAXES
The Company accounts for income taxes under the provisions of Statements of
Financial Accounting Standards No. 109 "Accounting for Income Taxes", which
requires a company to recognize deferred tax assets and liabilities for the
expected future tax consequences of events that have been recognized in a
company's financial statements or tax returns. Under this method, deferred tax
assets and liabilities are determined based on the difference between the
financial statement carrying amounts and tax basis of assets and liabilities
using enacted tax rates. The Company has no differences between book and tax
accounting. At December 31, 2003 the Company had a net operating loss carry
forward of approximately $330,000.
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 certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
DEVELOPMENT STAGE
The Company is classified as a development stage entity since it devotes most of
its activities to establishing business and its principal activities have not
yet commenced.
NOTE 2 - NOTES PAYABLE
During 2003 the Company entered into a series of Notes payable with individuals.
The notes are due December 28, 2004, and bear interest at 5% per annum. The
Notes' have conversion rights to shares of the Company's common stock. The
Notes' co-makers are the two shareholders of the Company.
The holders of all but $5,000 of the notes converted the notes into shares of
the Company's common stock in October 2004.
The total due under these note agreements at December 31, 2003 and 2003 was
$380,000 and $0 respectively.
8
INTERCOMMUNITY FINANCING CORP. dba NO BORDERS
(A Development Stage Company)
Notes to Financial Statements
December 31. 2003 and 2002
NOTE 3- RELATED PARTIES
At December 31, 2003 and 2004 the Company owed its two shareholders $32,989 and
$0 respectively for monies advanced the Company. The amounts due are
non-interest bearing and have no priority in liquidation.
NOTE 4- COMMITMENTS
On December 8, 2003 the Company entered into a consulting agreement with a third
party to provide advice and to consult concerning prepaid-bank card programs,
international remittance programs, banking products and services. The contract
is for 6 months and fixes the hourly and daily rates the Company is to be
charged for these services.
NOTE 5 - GOING CONCERN
The Company has not generated significant revenues or profits to date. This
factor among others may indicate the Company will be unable to continue as a
going concern. The Company's continuation as a going concern depends upon its
ability to generate sufficient cash flow to conduct its operations and its
ability to obtain additional sources of capital and financing. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
NOTE 6 - SUBSQUENT EVENTS
On October 21, 2004 a Share Exchange Agreement was entered into between the
American Eagle Manufacturing Company and Intercommunity Financing Corp dba No
Borders, Inc. The agreement was deemed effective as of September 30, 2004,
wherein American Eagle Manufacturing Company agreed to issue 40,000,000 shares
of its restricted common stock to the shareholders of the Company in exchange
for one hundred percent of the issued and outstanding common stock of the
Company. On October 21, 2004 the American Eagle Manufacturing Company changed
its name to No Borders, Inc.
9
(b) Pro forma financial information.
The pro forma financial information required by Item 9.01(b) of Form 8-K is
not applicable and is not included in this report. The statements of income and
cashflows for the 9-month period ended Sept. 30, 2004 is included. These
statements are unaudited and reviewed.
--------------------------------------------------------------------------------
Pollard-Kelley Auditing Services, Inc..........................................
Auditing Services 3250 West Market St, Suite 307
Fairlawn, OH 44333 330-864-2265
Report of Independent Certified Public Accountants
Board of Directors
No Borders, Inc.
(A Development Stage Company)
We have reviewed the accompanying balance sheets of No Borders, Inc. (a
development stage company) as of September 30, 2004 statements of income, and
cash flows for the nine-month period ended September 30, 2004. These interim
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board. A review of interim financial statements consists
principally of applying analytical procedures and making inquiries of persons
responsible for financial and accounting matters. It is substantially less in
scope than an audit in accordance with the standards of the Public Company
Accounting Oversight Board, the object of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
The Company has not generated significant revenues or profits to date. This
factor among others, may indicate the Company will be unable to continue as a
going concern. The Company's continuation as a going concern depends upon its
ability to generate sufficient cash flow to conduct its operations and its
ability to obtain additional sources of capital and financing. The accompanying
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles accepted in the United
States of America.
Pollard-Kelley Auditing Services, Inc.
/S/ Pollard-Kelley Auditing Services, Inc.
January 22, 2005
Fairlawn, Ohio
--------------------------------------------------------------------------------
10
NO BORDERS, INC.
(A Development Stage Company)
C0NSOLIDATED BALANCE SHEETS
September 30, 2004
ASSETS
2004
CURRENT ASSETS
Cash $ -
Prepaid expenses 39,598
TOTAL CURRENT ASSETS 39,598
FIXED ASSETS
Furniture & fixtures 61,797
Leasehold improvements 3,150
64,947
Other Assets
Other assets 34,000
Software development costs 485,870
Investments 452,639
972,509
$ 1,077,054
LIABILITIES AND STOCKHOLDERS' EQUITY
2004
CURRENT LIABILITIES
Notes payable $ 380,000
Bank overdrafts 23,728
Accounts payable 376
Accrued interest 17,279
Shareholder loans 32,989
TOTAL CURRENT LIABILITIES 454,372
STOCKHOLDERS' EQUITY
Common stock 45,932
Additional contributed capital 2,002,222
Retained deficit (1,425,472)
622,682
$ 1,077,054
See accompanying notes and accountant's report.
11
NO BORDERS, INC.
(A Development Stage Company)
STATEMENT OF INCOME
For the nine months ended September 30, 2004 and for the period beginning
October 25, 2002, (Inception) through September 30, 2004
Since
2004 Inception
REVENUES $ - $ -
EXPENSES
General and administrative 1,087,812 1,425,472
1,087,812 1,425,472
OPERATING LOSS (1,087,812) (1,425,472)
TAX PROVISIONS - -
NET LOSS $ (1,087,812) $ (1,425,472)
See accompanying notes and accountant's report.
12
NO BORDERS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the nine months ended September 30, 2004 and for the period beginning
October 25, 2002, (Inception) through September 30, 2004
Since
2004 Inception
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (1,087,812) $ (1,425,472)
Adjustments to reconcile net earnings to net
cash provided (used) by operating activities
Changes in Current assets and liabilities:
(Increase) in Prepaid expenses (39,598) (39,598)
(Decrease) Increase in Accounts payable (5,494) 376
Increase in Accrued interest 14,249 17,279
NET CASH USED BY
OPERATING ACTIVITIES (1,118,655) (1,447,415)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Fixed assets (54,908) (64,947)
Increase in Other assets (34,000) (34,000)
Purchase of Software development costs (450,220) (485,870)
NET CASH USED BY
INVESTING ACTIVITIES (539,128) (584,817)
CASH FLOWS FROM FINANCING ACTIVITIES
Shareholder loan borrowings - 152,418
Shareholder loan payments - (119,429)
Proceeds from Notes payable - 380,000
Capital contributed 1,585,515 1,595,515
NET CASH PROVIDED BY
FINANCING ACTIVITIES 1,585,515 2,008,504
NET INCREASE IN CASH (72,268) (23,728)
CASH AT BEGINNING OF PERIOD - -
CASH AT END OF PERIOD $ (72,268) $ (23,728)
See accompanying notes and accountant's report.
13
NO BORDERS, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
HISTORY
The Company was incorporated on October 25, 2002 as Intercommunity Financing
Corp. in California. Beginning in 2003 the Company adopted the dba of No
Borders. On October 21, 2004 a Share Exchange Agreement was entered into between
the American Eagle Manufacturing Company and Intercommunity Financing Corp dba
No Borders, Inc. The agreement was deemed effective as of September 30, 2004,
wherein American Eagle Manufacturing Company agreed to issue 40,000,000 shares
of its restricted common stock to the shareholders of the Company in exchange
for one hundred percent of the issued and outstanding common stock of the
Company. On October 21, 2004 the American Eagle Manufacturing Company changed
its name to No Borders, Inc.
DESCRIPTION OF BUSINESS
The Company is presently focused on the delivery of significantly lower cost
remittance transfers and long distance telephony services through a unified
Stored Value Card platform issued through a network of affiliated agents to
individual card-holders in both underserved U.S. migrant-receiving as well as
non-U.S. rural migrant-sending communities that need to stay connected.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all
short-term debt securities to be cash equivalents.
Cash paid during the years for:
2004
Interest $ -0-
Income taxes $ -0-
FIXED ASSETS
Property and equipment are carried at cost. Maintenance, repairs and renewals
are expensed as incurred. Depreciation of property and equipment had not begun
at September 30, because the computers were purchased at year end and had not
been placed into service by year end. Depreciation will be computed on the
straight line basis over its estimated useful life of 3 years.
NO BORDERS, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
SOFTWARE DEVELOPMENT COSTS
The Company has expended $35,650 in software development costs through December
31, 2003 for internal use software. The software being developed is to
facilitate the unified Stored Value Card platform. The software is entirely
proprietary. The Company will amortize these costs over its estimated useful
life, which has not been determined at this time, once development is completed.
INCOME TAXES
The Company accounts for income taxes under the provisions of Statements of
Financial Accounting Standards No. 109 "Accounting for Income Taxes", which
requires a company to recognize deferred tax assets and liabilities for the
expected future tax consequences of events that have been recognized in a
company's financial statements or tax returns. Under this method, deferred tax
assets and liabilities are determined based on the difference between the
financial statement carrying amounts and tax basis of assets and liabilities
using enacted tax rates. The Company has no differences between book and tax
accounting. At September 30, 2004 the Company had a net operating loss carry
forward of approximately $1,400,000.
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 certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
DEVELOPMENT STAGE
The Company is classified as a development stage entity since it devotes most of
its activities to establishing business and its principal activities have not
yet commenced.
14
NO BORDERS, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2004
NOTE 2 - NOTES PAYABLE
During 2003 the Company entered into a series of Notes payable with individuals.
The notes are due December 28, 2004, and bear interest at 5% per annum. The
Notes' have conversion rights to shares of the Company's common stock. The
Notes' co-makers are the two shareholders of the Company.
The holders of all but $5,000 of the notes converted the notes into shares of
the Company's common stock in October 2004.
The total due under these note agreements at September 30, 2004 was $380,000.
NOTE 3- RELATED PARTIES
At September 30, 2004 the Company owed its two shareholders $32,989 for monies
advanced the Company. The amounts due are non-interest bearing and have no
priority in liquidation.
NOTE 4- COMMITMENTS
On December 8, 2003 the Company entered into a consulting agreement with a third
party to provide advice and to consult concerning prepaid-bank card programs,
international remittance programs, banking products and services. The contract
is for 6 months and fixes the hourly and daily rates the Company is to be
charged for these services.
NOTE 5 - GOING CONCERN
The Company has not generated significant revenues or profits to date. This
factor among others may indicate the Company will be unable to continue as a
going concern. The Company's continuation as a going concern depends upon its
ability to generate sufficient cash flow to conduct its operations and its
ability to obtain additional sources of capital and financing. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
NOTE 6 - CONTINGENCIES
On October 22, 2004, the Company as American Eagle Manufacturing Company, sold
substantially all of its assets related to its custom motorcycle manufacturing
business to its former parent company, Bad Toys Holdings, Inc. As consideration
and payment
15
NO BORDERS, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2004
NOTE 6 - CONTINGENCIES - CONTINUED
for the assets, the Company, No Borders, Inc. received 1,818,182 shares of the
Bad Toys Holdings, Inc. restricted common stock and the Bad Toys Holdings, Inc.
assumed all liabilities and obligations of the American Eagle Manufacturing
Company outstanding on the date of purchase.
No Borders, Inc. remains primarily liable on these obligations until paid by Bad
Toys Holding, Inc.
(c) Exhibits.
99.1 Share Exchange Agreement by and between American Eagle Manufacturing
Company; Intercommunity Financing Corp. d/b/a No Borders; Raul Hinojosa-Ojeda;
and Robert M. Rosenfeld dated as of October 21, 2004, was filed previously and
is incorporated herein by this reference.
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
No Borders, Inc.
(Registrant)
Date: January 27, 2005 By: /s/ Raul Hinojosa
--------------------------
President