U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~September~~March 3031, ~~2016~~2017

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~______________~~________ to ~~______________~~________

NOSTALGIA FAMILY BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware		27-3999874
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

20 Pape Drive Atlantic Highlands, New Jersey 07716 (Address of principal executive offices) (732) 291-3661 (Registrant’s telephone number, including area code)

Check whether the registrant (~~Address~~1) has filed all reports required to be filed by Section 13 or 15(d) of ~~principal~~the ~~executive~~Exchange ~~offices~~Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) , and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (~~732~~§232.405 of this chapter) ~~291-3661~~ during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x

(Registrant’s telephone number, including area code)

Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	o	Accelerated Filer	o
Non-accelerated Filer	o	Smaller Reporting Company	x
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Class		Outstanding at ~~December~~January 2931, ~~2017~~2018
Common stock, $0.001 par value per share		3,800,000

TABLE OF CONTENTS

		Page
Part I
Item 1.	Financial Statements		3
	Balance Sheets as of September 30, 2016 (Unaudited) and December 31, 2015		3
	Balance Sheets as of March 31, 2017 and December 31, 2016 (Unaudited)		3
	Statements of Operations for the three and nine months ended September 30, 2016 and 2015 (Unaudited)		4
	Statements of Operations for the three months ended March 31, 2017 and 2016 (Unaudited)		4
	Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (Unaudited)		5
	Statements of Cash Flows for the three months ended March 31, 2017 and 2016 (Unaudited)		5
	Notes to Financial Statements for the three and nine months ended September 30, 2016 and 2015 (Unaudited)		6
	Notes to Financial Statements for the three months ended March 31, 2017 and 2016 (Unaudited)		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		910
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		1112
Item 4.	Controls and Procedures		1112
Part II	Other Information
Part II Other Information
Item 1.	Legal Proceedings.		1213
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		1213
Item 3.	Defaults upon Senior Securities		1213
Item 4.	Mine Safety Disclosures		1213
Item 5.	Other Information		1213
Item 6.	Exhibits		1314
Signatures			1415

In this Quarterly Report on Form 10-Q, “we”, “our”, “us” and the “Company” refers to Nostalgia Family Brands, Inc.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

NOSTALGIA FAMILY BRANDS, INC.

BALANCE SHEETS

(UNAUDITED)

	September 30, 2016		December 31,2015
	March 31,2017		December 31,2016
ASSETS
Current assets:
Prepaid expenses	$	1615,~~800~~300	$	1716,~~000~~800
TOTAL ASSETS	$	1615,~~800~~300	$	1716,~~000~~800

LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES AND stockholders’ deficit
Current liabilities:
Accounts payable and accrued expenses	$	4850,~~438~~883		$	4249,~~740~~883
Convertible promissory note payable		50,000			50,000
Total current liabilities		98100,~~438~~883			9299,~~740~~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		(~~119~~123,~~638~~583	)		(~~113~~121,~~740~~083	)
Total stockholders’ deficit		(8185,~~638~~583	)		(7583,~~740~~083	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1615,~~800~~300		$	1716,~~000~~800

See accompanying notes to unaudited financial statements.

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NOSTALGIA FAMILY BRANDS, INC.

STATEMENTS OF OPERATIONS

FOR THE ~~NINE AND~~ THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2016~~2017 AND ~~2015~~2016

(UNAUDITED)

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2016			2015			2016			2015
	2017			2016
Revenue	$	-		$	-		$	-		$	-
Operating expenses:
General and administrative		~~741~~1,500			1,~~166~~079			~~2,898~~			~~3,908~~
Operating loss		(~~741~~1,500	)		(1,~~166~~079	)		~~(2,898~~	)		~~(3,908~~	)
Interest expense		1,000			-			~~3,000~~			-
Net loss	$	(12,~~741~~500	)	$	(1,~~166~~079	)	$	~~(5,898~~	)	$	~~(3,908~~	)
Loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	~~(0.00~~	)	$	~~(0.00~~	)
Weighted average common shares outstanding, basic and diluted		3,800,000			3,800,000			~~3,800,000~~			~~3,800,000~~

See accompanying notes to unaudited financial statements.

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NOSTALGIA FAMILY BRANDS, INC.

STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2016~~2017 AND ~~2015~~2016

(UNAUDITED)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2016			2015
	2017			2016
Cash flows from operating activities:
Net loss	$	(52,~~898~~500	)	$	(31,~~908~~079	)
Change in operating assets and liabilities:
Decrease in prepaid expenses		~~200~~1,500			-
Increase in accounts payable and accrued expenses		51,~~698~~000			31,~~908~~079
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	$	-		$	-

Supplemental disclosure of cash flow information

Cash paid for income taxes	$	-	$	-

Cash paid for interest	$	-	$	-

See accompanying notes to unaudited financial statements.

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NOSTALGIA FAMILY BRANDS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2016~~2017 AND ~~2015~~2016

(UNAUDITED)

1. GENERAL

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.

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Presentation

The accompanying unaudited interim financial statements of the Company as of March 31, 2017 and for the three months ended March 31, 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 months ended March 31, 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.

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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Presentation

The accompanying unaudited interim financial statements of the Company as of September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015, 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 nine months ended September 30, 2016 and 2015 are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2016.

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.

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Convertible Debt

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 March 31, 2017 through the financial statement issuance date for subsequent event disclosure consideration.

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.

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.
Subsequent Events
The Company has evaluated all transactions from September 30, 2016 through the financial statement issuance date for subsequent event disclosure consideration.
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.

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4 Management is hoping to raise additional funds through the issuance of additional equity or debt securities. ~~RECENTLY~~ While ~~ISSUED~~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. 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.

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 amendments in ASU 2014-15 are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. This accounting standard update is not expected to have a material impact on the Company’s 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 March 31, 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.

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 three months ended March 31, 2017, the Company accrued interest expense of $1,000

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.
5. PREPAID EXPENSES
The Company entered into a management consulting relationship with CUBBO, Inc., which required the prepayment of fees. Prepaid expenses at September 30, 2016 represent a prepayment of $16,800 with CUBBO, Inc. for consulting services to be rendered in the future. CUBBO, Inc. performs various management functions with the ability to sign checks.
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 nine months ended September 30, 2016, the Company accrued interest expense of $3,000.
7. INCOME TAXES
At September 30, 2016 and December 31, 2015, 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 September 30, 2016, the Company had approximately $120,000 of unused operating losses expiring beginning 2030 through 2036.
The Company is in the process of preparing and filing its federal income tax returns for the years ended December 31, 2016, 2015, 2014, 2013 and 2012. For the period from November 5, 2010 (inception) to September 30, 2016, the Company recorded its State of Delaware franchise tax, filing fee, penalties, and interest of $4,066 as general and administrative expenses in the accompanying statements of operations.
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; however, the time frame which the plaintiff initially agreed upon has expired.

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7. INCOME TAXES

At March 31, 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 March 31, 2017, the Company had approximately $120,000 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.

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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

The following discussion of our financial condition and results of operation should be read in conjunction with the financial statements and related notes that appear elsewhere in this quarterly report. This discussion contains forward-looking statements and information relating to our business that reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

These forward-looking statements speak only as of the date of this quarterly report. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or achievements. Except as required by applicable law, including the securities laws of the United States, we expressly disclaim any obligation or undertaking to disseminate any update or revisions of any of the forward-looking statements to reflect any change in our expectations with regard thereto or to conform these statements to actual results. We are in a developmental stage. We have not generated any revenues to date. Our entire activity since our inception has been to launch our planned business and prepare for our proposed fundraising through an offering of our equity securities.

Overview

We aim to acquire ownership and other rights to discontinued consumer product brands, with the ultimate goal of reviving these products and commercializing them, based on an idea that nostalgia for such brands will be a powerful incentive to purchase among the senior population. We believe that many formerly popular brand names that were discontinued by their parent companies still resonate with the senior population and if so revived and made available in supermarkets and other retail establishments, would attract this population and others as consumers.

We have limited operations. For the period from November 5, 2010 (Inception) to ~~December~~March 31, ~~2015~~2017, we have not generated any revenue and incurred net losses of $~~(113~~123,~~740)~~583. For the ~~Nine~~three months ended ~~September~~March 3031, ~~2016~~2017, we have generated net losses of $(52,~~898)~~500. Due to the "“early"” nature of our business, we expect to continue to incur losses. To date, our cash flow requirements have been met in part by ~~an equity financing and~~ debt. If we are unable to successfully generate sufficient profits or otherwise obtain additional funds for our working capital needs, we may need to cease or curtail operations. Furthermore, there is no assurance the net proceeds from any successful financing arrangement will be sufficient to cover cash requirements during the initial stages of our operations. For these reasons, our independent registered public accounting firm believes that there is substantial doubt that we will be able to continue as a going concern.

We will be unable to begin our proposed operations unless and until we obtain additional funds.

JOBS Act

In April 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies.

Business Activities to Date

As of the date of this quarterly report, we have spent time researching our proposed business and identifying potential product acquisitions. We intend to purchase rights to, and develop, our website at the following address: www.nostalgiafamilybrands.com.

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Results of Operations

We have not generated any revenues since our inception on November 5, 2010.

For the three-month periods ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, our operating expenses were primarily comprised of ~~selling,~~ general and administrative expenses and professional fees of $~~741~~2,500 and $1,~~166~~079, respectively.

~~For~~Our ~~the~~total ~~nine-month~~assets ~~periods~~as ~~ended~~of ~~September~~March 3031, ~~2016~~2017 and ~~2015~~December 31, ~~our~~2016 ~~operating expenses~~ were ~~primarily comprised of selling~~$15,300 ~~general~~ and ~~administrative~~$16,800, ~~expenses~~respectively, ~~and~~consisting ~~professional~~entirely ~~fees~~ of ~~$2,898~~a ~~and~~prepaid ~~$3,908, respectively~~expense.

Our total assets as of September 30, 2016 and December 31, 2015 were $16,800 and $17,000, respectively, consisting entirely of a prepaid expense.

Known Trends and Uncertainties

The success of our business plan is dependent, among other things, on our ability to identify, acquire, commercialize, market and sell previously discontinued consumer product brands. Our business will fail if we cannot successfully implement our business plan, or successfully market our planned products. Additionally, if our views on the strength of nostalgia as a driver for sales of consumer products is erroneous, our financial condition and results of operations would likely suffer. See “Risk Factors–Risks Related to our Business.”

Liquidity and Capital Resources

We have a limited operating history. We may not be able to continue as a going concern. To date, we have not generated any revenues. We will require additional funding in order to continue operations for the next 12 months. If we do complete the implementation of our business plan, we may nevertheless not be able to generate sufficient revenues to become profitable, and will likely need additional funding to continue operations. We may never secure any additional funding necessary to continue our operations. On August 13, 2015, we filed with the Securities Exchange Commission a registration statement on Form S-1 to raise $350,000, which was declared effective as of June 29, 2016. No funds have been raised under the registration statement. If we need additional funds, we may seek to obtain additional funds through additional private placement(s) of equity or debt. We have no other financing plans at this time.

Going Concern Consideration

There is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because of absence of an established source of revenue, recurring losses from operations, and our need for additional financing in order to fund our operations. Management intends to raise additional funds through private placement offerings.

Recently Issued Accounting Pronouncements

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.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed by the Company’s management, with the participation of the Company’s President and Chief Executive Officer and Chief Financial Officer. The Company’s management evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the periods covered by this quarterly report. Based on that evaluation, the Company’s management concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, to allow timely decisions regarding required disclosure for the reasons discussed below. However, because of the Company’s lack of financial resources, the Company has been delinquent in its Exchange Act filings.

Changes in Internal Controls over Financial Reporting

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during the quarter ended ~~September~~March 3031, ~~2016~~2017 that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

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. As of June 30, 2016, $500~~.00~~ was paid by CUBBO, Inc. with respect to the judgment. The plaintiff initially agreed to defer taking action to enforce the judgment; however, the time frame which the plaintiff initially agreed upon has expired.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Except as set forth below, the Company has not issued any securities which were not registered under the Securities Act.

During the period between January 3, 2011 and January 13, 2012, we issued 3,800,000 shares of our common stock to 44 investors, at a purchase price of $0.01 per share, or aggregate proceeds of $38,000. These shares were issued in a series of transactions in reliance upon an exemption from the registration provisions of the Securities Act set forth in Section 4(2a)(5) thereof and Regulation D promulgated thereunder for transactions not involving any public offering. The Registrant believes that the exemption was available because the offer and sale of the securities did not involve a public offering and because of the limited number of recipients, each of the purchaser’s representation of sophistication in financial matters, and his or her access to information concerning the Registrant. No underwriters were involved in the foregoing sales of securities.

All purchasers represented in writing that they acquired the securities for their own accounts. A legend was placed on the stock certificates stating that the securities have not been registered pursuant to the Securities Act and cannot be sold or otherwise transferred without an effective registration or an exemption therefrom, but may be sold pursuant to the exemption provided by Section 4(a)(1) of the Securities Act or Rule 144 of the Securities Act.

To mitigate the current lack of financial resources, on August 13, 2015, the Company filed a registration statement on Form S-1 with the Securities and Exchange Commission (“SEC”) to raise $350,000. The SEC declared the registration statement effective as of June 29, 2016. No shares have been issued under the registration statement.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

12 Table of Contents

Item 6. Exhibits.

Incorporated by reference

Exhibit

Exhibit Description

Filed herewith

Form

Period ending

Exhibit

Filing date

3.1

Certificate of Incorporation

S-1

3.1

May 24, 2012

3.2

By-Laws

S-1

3.2

May 24, 2012

31.1

Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certifications of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certifications of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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XBRL Interactive Data Files

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Item 6. Exhibits.

Incorporated by reference

Exhibit

Exhibit Description

Filed herewith

Form

Period ending

Exhibit

Filing date

3.1

Certificate of Incorporation

S-1

3.1

May 24, 2012

3.2

By-Laws

S-1

3.2

May 24, 2012

31.1

Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certifications of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certifications of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NOSTALGIA FAMILY BRANDS, INC.
Dated: January 26, 2018	By:	/s/ William P. McDermitt
Dated: March 23, 2018	By:	/s/ William P. McDermitt
		William P. McDermitt
		William P. McDermitt, President and Chief Executive Officer
		President and Chief Executive Officer
	By:	/s/ Edward O’Donnell
		Edward O’Donnell
		Edward O’Donnell, Vice President and Chief Financial Officer
		Vice President and Chief Financial Officer

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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.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	Basis of Accounting and Presentation The accompanying unaudited interim financial statements of the Company as of March 31, 2017 and for the three months ended March 31, 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 months ended March 31, 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 March 31, 2017 through the financial statement issuance date for subsequent event disclosure consideration.

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.

5.	PREPAID EXPENSES

	The Company entered into a management consulting relationship with CUBBO, Inc., which required the prepayment of fees. Prepaid expenses at March 31, 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.

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 three months ended March 31, 2017, the Company accrued interest expense of $1,000

7.	INCOME TAXES

	At March 31, 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 March 31, 2017, the Company had approximately $120,000 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.

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.

Filing Compare · Nostalgia Family Brands, Inc.