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EX-32 - EXHIBIT 32 CERTIFICATION - TOP FLIGHT GAMEBIRDS, INC.exhibit32certification113020.htm
EX-31 - EXHIBIT 31 CERTIFICATION - TOP FLIGHT GAMEBIRDS, INC.exhibit31certification113020.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________


FORM 10-Q

_______________


x

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


For the quarterly period ended November 30, 2009

 

o

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


For the transition period from ______to______.

 

TOP FLIGHT GAME BIRDS, INC.

(Exact name of registrant as specified in Charter)


DELAWARE

  

  333-152286

  

20-8767223

(State or other jurisdiction of

incorporation or organization)

  

(Commission File No.)

  

(IRS Employee Identification No.)


4746 Lewis Drive, Bartlesville, OK 74006

(Address of Principal Executive Offices)

_______________


(918) 333-2464

(Issuer Telephone number)

_______________


(Former Name or Former Address if Changed Since Last Report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 þ  No ¨


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 o  No o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

þ



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨  No þ


The number of shares outstanding of the Registrant’s common stock as of November 30, 2009 was 24,200,000 shares of common stock.





 


Top Flight Game Birds, Inc.


FORM 10-Q


November 30, 2009


INDEX


PART I – FINANCIAL INFORMATION

3


ITEM 1

FINANCIAL STATEMENTS

3


ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  7


ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

9


ITEM 4

CONTROLS AND PROCEDURES

9


PART II – OTHER INFORMATION

10


ITEM 1

LEGAL PROCEEDINGS

10


ITEM 1A

RISK FACTORS

10


ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

10


ITEM 3

DEFAULTS UPON SENIOR SECURITIES

10


ITEM 4

SUBMISSION OF MATTERS TOA VOTE OF SECURITY HOLDERS

10


ITEM 5

OTHER INFORMATION

10


ITEM 6

EXHIBITS

10


SIGNATURES

12








PART I – FINANCIAL INFORMATION


ITEM 1

FINANCIAL STATEMENTS


Top Flight Game Birds, Inc.

Balance Sheets

(Unaudited)

 

  

November 30,

 

February 28,

 

  

2009

 

2009

 

ASSETS

 

Current assets

 

 

 

 

 

 

Cash

 

$

970

 

 

$

21,333

 

Inventory

 

 

623

 

 

 

-

 

Total current assets

 

 

1,593

 

 

 

21,333

 

  

 

 

 

 

 

 

 

 

Property and equipment, net of accumulated depreciation of $997 and $679, respectively

 

 

279

 

 

 

597

 

  

 

 

 

 

 

 

 

 

Total assets

 

$

1,872

 

 

$

21,930

 

  

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

5,526

 

 

$

21,316

 

Total liabilities

 

 

5,526

 

 

 

21,316

 

  

 

 

 

 

 

 

 

 

Stockholders’ equity (deficit)

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value per share, 10,000,000,000 shares authorized, none issued

 

 

-

 

 

 

-

 

Common stock, $0.001 par value per share, 100,000,000,000 shares authorized, 24,200,000 shares issued and outstanding

 

 

24,200

 

 

 

24,200

 

Additional paid-in capital

 

 

80,900

 

 

 

74,600

 

Accumulated deficit

 

 

(108,754

)

 

 

(98,186

)

Total stockholders’ equity  (deficit)

 

 

(3,654

)

 

 

614

 

  

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity  (deficit)

 

$

1,872

 

 

$

21,930

 

  

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 



Page 3 of 11


 

Top Flight Game Birds, Inc.

Statements of Operations

For the Three Months and Nine Months ended

November 30, 2009 and 2008

(Unaudited)



 

 

 

Three months

ended November 30,

 

 

Nine months

ended November 30,

 

 

 

2009

 

 

2008

 

 

2009

 

 

2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

20,500

 

 

$

7,503

 

 

$

22,476

 

 

$

13,659

 

Cost of goods sold

 

 

2,927

 

 

 

7,913

 

 

 

2,927

 

 

 

22,879

 

Gross income (loss)

 

 

17,573

 

 

 

(410

 

 

19,549

 

 

 

(9,220

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expense

 

 

15,602

 

 

 

22,169

 

 

 

29,799

 

 

 

71,728

 

Depreciation

 

 

106

 

 

 

106

 

 

 

318

 

 

 

318

 

Total operating expenses

 

 

15,708

 

 

 

22,275

 

 

 

30,117

 

 

 

72,046

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

1,865

 

 

$

(22,685

)

 

$

(10,568

)

 

$

(81,266

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

0.00

 

 

$

(0.00

)

 

$

(0.00

)

 

$

(0.00

)

Weighted average shares outstanding:

Basic and diluted

 

 

24,200,000

 

 

 

24,200,000

 

 

 

24,200,000

 

 

 

24,200,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


The accompanying notes are an integral part of these financial statements.

 



Page 4 of 11


 

Top Flight Game Birds, Inc.

Statements of Cash Flows

For the Nine Months Ended November, 2009 and 2008

(Unaudited)



 

 

2009

 

 

2008

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$

(10,568

)

 

$

(81,266

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Non-cash expenses treated as contributed capital

 

 

6,300

 

 

 

6,300

 

Depreciation

 

 

318

 

 

 

318

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

 

-

 

 

(1,355

)

Inventory

 

 

(623

 

 

5,071

 

Accounts payable

 

 

(15,790

 

 

10,272

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(20,363

)

 

 

(60,660

 

 

 

 

 

 

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

 

(20,363

)

 

 

(60,660

Cash and equivalents, beginning of period

 

 

21,333

 

 

 

61,250

 

Cash and equivalents, end of period

 

$

970

 

 

$

590

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

-

 

 

$

-

 

Cash paid for taxes

 

$

-

 

 

$

-

 


The accompanying notes are an integral part of these financial statements.

 



Page 5 of 11


 

Top Flight Game Birds, Inc.

Notes to Unaudited Financial Statements

November 30, 2009


Note 1: Summary of Significant Accounting Policies and Organization

 

Organization and Business

 

Top Flight Game Birds, Inc. was incorporated in Delaware on February 9, 2007 for the purpose of operating a commercial game bird facility. We are an agricultural producer principally involved in raising Bobwhite Quail. We sell primarily to seasonal hunters, commercial hunting preserves, dog trainers and national organizations such as the National Shoot to Retrieve Association.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Interim Financial Statements

 

The accompanying interim financial statements of Top Flight have been prepared without audit in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements as of and for the year ended February 28, 2009 and notes thereto contained in our Form 10-K filed on June 9, 2009. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended February 28, 2009, as reported in the Company’s Form 10-K, have been omitted.

 

Recent Accounting Pronouncements


In July 2009, the Financial Accounting Standards Board (“FASB”) issued new guidance relating to the “FASB Accounting Standards Codification” at ASC 105, as the single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP). The codification is effective for interim periods ending after September 15, 2009. All existing accounting standards are superseded as described in ASC 105. All other accounting literature not included in the Codification is non-authoritative. The adoption of ASC 105 did not impact the Company’s results of operations, financial position or cash flows.


Effective for the quarter ended August 31, 2009, the Company implemented ASC 855, Subsequent Events. This standard establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The adoption of ASC 855 did not impact the Company’s financial position or results of operations. The Company evaluated all events or transactions that occurred after November 30, 2009 up through January 14, 2010, the date the Company issued these financial statements.  During this period, the Company had no subsequent events.


Note 2:  Going Concern

 

Top Flight’s financial statements are prepared using United States generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Top Flight has incurred cumulative operating losses through November 30, 2009 of $108,754.


Revenues have not been sufficient to cover its operating costs and to allow it to continue as a going concern. The potential proceeds from the sale of common stock and other contemplated debt and equity financing, and increases in operating revenues would enable Top Flight to continue as a going concern. There can be no assurance that Top Flight can or will be able to complete any debt or equity financing. Top Flight’s financial statements do not include any adjustments that might result from the outcome of this uncertainty. These factors raise substantial doubt regarding Top Flight’s ability to continue as a going concern.

 



Page 6 of 11





Note 3:  Revenue Concentration


For the nine month period ended November 30, 2009, Top Flight’s largest customer accounted for 91% of total revenues.  For the nine month period ended November 30, 2008, Top Flight’s four customers accounted for 15%, 12%, 10% and 10% of total revenues, respectively.  


Note 4:  Related Party Transactions

 

During the nine months ended November 30, 2009 and 2008, our president contributed services and brooding facilities with a fair value of $4,500 and $1,800, respectively, in each period. These non-cash expenses totaling $6,300 each period were treated as contributed capital in each period.


ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


The following information specifies certain forward-looking statements of management of the Company. Forward-looking statements are statements that estimate the happening of future events are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology such as, “may,” “shall,” “could,” “expect,” “estimate,” “anticipate,” “predict,” “probable,” “possible,” “should,” “continue,” or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been complied by our management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty or warranty is to be inferred from those forward-looking statements.


The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of these forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

 

Overview


Top Flight Game Birds, Inc. was incorporated in Delaware on February 9, 2007 for the purpose of operating a commercial game bird facility. We are an agricultural producer principally involved in raising Bobwhite Quail. We sell primarily to seasonal hunters, commercial hunting preserves, dog trainers and national organizations such as the National Shoot to Retrieve Association.


We are presently in our first stage of growth.  This phase is estimated to be completed in the next twelve months.  During this first stage, we are establishing our corporate existence as a publicly held corporation, raising initial capital, and successfully raising 10,000 mature flight conditioned Quail.


This phase of our growth is designed to attract a modest level of business aimed at reaching a breakeven point and to create customer awareness of the Company as a quality commercial game bird company.  The budget for the next twelve (12) months of operation is estimated to be $36,000, which is being provided by our founding principal and shareholders.  A breakdown of the estimated costs for our next 12 months of operation is as follows:


Chicks

  

$

7,500

  

Feed

  

  

12,000

  

Propane

  

  

500

  

Electricity

  

  

1,000

  

Legal and Accounting

  

  

10,000

  

Marketing

  

  

5,000

  

  

  

$

36,000

  


Revenues are expected to be minimal as the volume of Quail raised during this initial stage of operation is low.



Page 7 of 11





Limited Operating History


We have not previously demonstrated that we will be able to expand our business through an increased investment in our product line and/or marketing efforts. We cannot guarantee that the expansion efforts described in this report will be successful. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our new products and/or sales methods.


Results of Operations

 

Nine months ended November 30, 2009 compared with the nine months ended November 30, 2008


Revenues were $22,476 for the nine months ended November 30, 2009 compared with revenue of $13,659 for the nine months ended November 30, 2008.  The increase of $8,817 was the result of higher inventory sale activity during the nine months ended November 30, 2009, mainly due to a sale of inventory to one customer during the most recent quarter,  as compared to the nine months ended November 30, 2008.


Cost of goods sold were $2,927 for the nine months ended November 30, 2009 compared with $22,879 for the nine months ended November 30, 2008 resulting in a decrease in costs of $19,952. The decrease was primarily due to the higher sales margin realized on inventory sold during the most recent quarter ended November 30, 2009.


General and administrative expenses for the nine months ended November 30, 2009 were $29,799 compared with $71,728 for the nine months ended November 30, 2008.  Expenses in the 2009 period include professional fees of approximately $23,381 related to reporting requirements compared to $43,976 in the 2008 period.


Net loss was $10,568 for the nine months ended November 30, 2009 compared with a net loss of $81,266 for the nine months ended November 30, 2008 reflecting a decrease of $70,698. The decrease in the net loss was primarily the result of lower general and administrative expenses.


Three months ended November 30, 2009 compared with the three months ended November 30, 2008


Revenues were $20,500 for the three months ended November 30, 2009 compared with revenue of $7,503 for the three months ended November 30, 2008.  The increase of $12,997 was the result of higher inventory sale activity during the three months ended November 30, 2009, due to a sale of inventory to one customer, as compared to the three months ended November 30, 2008.


Cost of goods sold were $2,927 for the three months ended November 30, 2009 compared with $7,913 for the three months ended November 30, 2008 resulting in a decrease in costs of $4,986. The decrease was primarily due to the higher sales margin realized on inventory sold during the three months ended November 30, 2009.


General and administrative expenses for the three months ended November 30, 2009 were $15,602 compared with $22,169 for the three months ended November 30, 2008.  Expenses in the 2009 period include professional fees of approximately $13,402 related to reporting requirements compared to $15,633 in the 2008 period.


Net income was $1,865 for the three months ended November 30, 2009 compared with a net loss of $22,685 the three months ended November 30, 2008 reflecting a increase of $24,550. The increase in the net income was primarily the result of higher sales margin realized on inventory sold during the three months ended November 30, 2009 and lower general and administrative expenses.


Plan of Operations


Capital Resources and Liquidity


As of November 30, 2009, we had $970 in cash. Our operational and general and administrative expenses are expected to average $3,000 per month for the next 12 months. Since inception, we have received a total of $82,000 from the sale of shares by us pursuant to an exemption from registration at Regulation D Rule 506 of the Securities Act of 1933.


Completion of our plan of operation is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without adequate revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to potentially achieve our profit, revenue, and growth goals.

 



Page 8 of 11




We anticipate that our operational and general and administrative expenses for the next 12 months will total approximately $36,000. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant changes in the number of employees. If sufficient financing is received, we may add additional management and sales personnel. However, we do not intend to increase our staff until such time as we can raise the capital or generate revenues to support the additional costs. At this time we have not entered into any agreements or negotiations with a sales and marketing entity to undertake marketing for us. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan.


In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we would likely seek additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we would incur operating losses in the foreseeable future. We base this expectation, in part, on the fact that we may not be able to generate enough gross profit from the sale of our products and to cover our operating expenses.

 

Critical Accounting Policies and Estimates


Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates.  


Inventory


Quail inventories are stated at the lower of cost (average cost method) or market. 

 

Revenue Recognition

 

Revenue is recognized in accordance with the criteria included in Staff Accounting Bulletins 101 and 104.  Revenue from the sale of game birds is recognized when the products are shipped and title is transferred, the sale is completed, persuasive evidence of an arrangement exists, and collectability is reasonably assured.


Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

 

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company is subject to certain market risks, including changes in interest rates.  The Company does not undertake any specific actions to limit those exposures.

ITEM 4

CONTROLS AND PROCEDURES

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s sole officer and director, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, in consideration of the fact that the Company has no employees besides the president, the president and sole director concluded that the Company’s disclosure controls and procedures are effective. Through the use of external consultants, the Company believes that the financial statements and the other information presented herewith are materially correct.




Page 9 of 11




Management’s Report on Internal Controls over Financial Reporting

 

We carried out an evaluation of the effectiveness of our disclosure controls and procedures as of November 30, 2009 (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods.

 

The Company’s sole officer and director does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.


Changes in Internal Control over Financial Reporting


There were no changes in our internal control over financial reporting during the quarter ended November 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II – OTHER INFORMATION

ITEM 1

LEGAL PROCEEDINGS

 

The Company is currently not a party to any pending legal proceedings and no such action by or to the best of its knowledge, against the Company, has been threatened.


ITEM 1A

RISK FACTORS


Not applicable for smaller reporting company.


ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


None


ITEM 3

DEFAULTS UPON SENIOR SECURITIES


None 

 

ITEM 4

SUBMISSION OF MATTERS TOA VOTE OF SECURITY HOLDERS

 

None


ITEM 5

OTHER INFORMATION


None 

 

ITEM 6

EXHIBITS


31

Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

 

32

Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002




Page 10 of 11




SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

  

Top Flight Game Birds, Inc

  

  

Date: January 14, 2010

By:

/s/ Rhonda Heskett

  

  

Rhonda Heskett

  

  

President, Chief Executive Officer,

Chief Financial Officer


 







Page 11 of 11