Nb Mfg (OTC BB:NBMF)

On July 11, 2011, the Registrant entered into a Letter of Intent with XHIBIT, LLC. acting through XHIBIT Corp. (now XHIBIT Management Corp.), which is its Manager. XHIBIT, LLC intends to acquire the following operating companies, each of which is now privately owned by parties not related to the persons named in this Report and which will become subsidiaries of the registrant when acquired: Stacked Digital, LLC, Spy Fire, LLC, and Hrizzo, LLC, all of which operate internet marketing and social networking businesses. There are no formal agreements in place yet for XHIBIT, LLC's acquisition of these companies, and, XHIBIT, LLC has and will have no operations unless and until one of more of those companies are acquired. Under the Letter of Intent, the Registrant and XHIBIT propose to engage in a reverse triangular merger resulting in XHIBIT becoming a wholly-owned subsidiary of the Registrant, and the members of XHIBIT, LLC becoming the majority owners of the Registrant, holding approximately 80% of the total outstanding shares. The proposed merger is subject to further negotiations between the parties as well as final documentation, and there is no assurance that it will occur.