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EX-32.1 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - HENYA FOOD CORPf10k2009ex32i_henya.htm
EX-32.2 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - HENYA FOOD CORPf10k2009ex32ii_henya.htm
EX-31.2 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - HENYA FOOD CORPf10k2009ex31ii_henya.htm
EX-31.1 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - HENYA FOOD CORPf10k2009ex31i_henya.htm


 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-K

(Mark One)
x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2009

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

For the transition period from ___________ to ___________
 
Commission File No.   333-142658
 
HENYA FOOD CORP.
(Name of small business issuer in its charter)
 
DELAWARE
 74-3191757
(State or other jurisdiction of
incorporation or organization)
(IRS Employer Identification No.)
   
26 Kendall St., New Haven, Connecticut
06512
(Address of principal executive offices)
(Zip Code)
 
(905) 709-4775
(Registrant’s telephone number, including area code)
 
Securities registered under Section 12(b) of the Exchange Act:
   
Title of each class registered:
Name of each exchange on which registered:
None
None
 
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o      No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes  o      No  x

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 report(s)), and (2) has been subject to such filing requirements for the past 90 days.  Yes    x      No   o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   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.  See definitions of “large accelerated filer,” “accelerated filer,” and smaller reporting companies in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
 o
 
Accelerated filer
 o
         
Non-accelerated filer
(Do not check if a smaller reporting company)
 o
 
Smaller reporting company
 x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o   No x

Revenues for year ended October 31, 2009: $73,789
 
Aggregate market value of the voting common stock held by non-affiliates of the registrant as of January 29, 2010, was: $510.35.
 
Number of shares of the registrant’s common stock outstanding as of January 29, 2010 was: 39,601
 
Documents Incorporated by Reference: None. 

 


 
TABLE OF CONTENTS
 
 
 
PART I
 
 
    ITEM 1.
DESCRIPTION OF BUSINESS
1
ITEM 2.
DESCRIPTION OF PROPERTY
5
ITEM 3.
LEGAL PROCEEDINGS
6
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
6
     
PART II
   
ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
6
ITEM 6.
SELECTED FINANCIAL DATA
7
ITEM 7.
MANAGEMENT’S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
7
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
11
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
12
ITEM 9A(T).
CONTROLS AND PROCEDURES
12
     
PART III
   
ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
13
ITEM 11.
EXECUTIVE COMPENSATION
14
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
15
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
16
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
17
     
PART IV
   
ITEM 15.
EXHIBITS
18
     
     
SIGNATURES
   
 
 



PART I
 
ITEM 1. DESCRIPTION OF BUSINESS

Business of Issuer

General
 
Henya Food Corp. (“Henya”) was incorporated on September 20, 2006 under the laws of the State of Delaware. We were originally formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions and helping food distributors and food processors expand their sales growth. We do not intend to undertake a reverse merger nor pursue any acquisition which involves a change in control.  We specialize in Kosher, Natural and Organic foods. We are a multi-faceted products broker, committed to helping Producers, Wholesalers and retailers improve their sales and return on investment.
 
Until February 1, 2009, Henya represented products to a variety of prospective buyers.  In particular, products represented included: smoked salmon; salsa; condiments; meat alternatives (i.e. vegetarian, chicken and beef products); kosher grocery products (i.e. pizza, tea, confectionary etc.).  On February 1, 2009, Henya’s commission agreement with a related party was cancelled.  On July 31, 2009, Henya’s commission agreements with another two related parties were cancelled. The Company does not currently have any customers. 
 
Henry Ender has been in the food business since 1974 and co-founded Foodfest International in 1977.  During this time frame Mr. Ender has established working relationships with key managers and representatives of supermarket chains, foodservice establishments, distributors, manufacturers and processors in Canada, the United States and Israel. Mr. Ender has brought these relationships to Henya providing an established base for future growth and expansion.  Through Mr. Ender, Henya has established working relationships with distributors in Canada and the United States in addition to the major supermarkets in Canada.
 
It is important to build a close and active working relationship, so that the products are given the necessary exposure.   In order to ensure strong product support we will work with brokers to plan visits to the market in the future to make joint sales calls on buyers. The brokers have the most interest, knowledge, and excitement in their product(s), which should be passed on to distribution partners.  Products that are carried in a limited number of selected stores within a supermarket chain or independent stores require a direct sales and distribution (“DSD”) distributor.  When a supermarket chain does not want to warehouse a purchased product, which is at the discretion of the buyer, they will request that a DSD distributor be available to distribute the product.  Some markets may require that a broker and distributor be used, while other areas can be most effectively serviced through DSD distributors. We will assist in the selection of appropriate distributors for niche markets, in the future.
 
In general, retail stores, especially large chains, prefer to work through DSD distributors and more so prefer to work with a full service DSD distributor which is when the distributor delivers products store by store and services the account.  In other words, cleans the shelves or displays, merchandises the product, hangs pricing, displays and other point of sale material and then goes to the next account. The reason for this is because the distributor does all the work for them and because they never run out of product.  If the distributor is set up properly, the retailer will always be fully stocked with product at all times. Foodfest International 2000 Inc., as an example, is both a full service DSD distributor and a DSD distributor as requested by individual customers.
 
Henya will make sure the product is on the shelf, adjust shelf space, handle complaints, pull damaged product, rush through an unplanned order, handle any special promotions or displays, and monitor competitor activity.

Henya intends to enter into broker agreements with food processors to represent their businesses in the food market, and with food distributors to procure new products for their exclusive distribution in specific markets. We will focus on the procurement of new products and subsequently listing of these products in either the food service or retail sectors. (“Listing)” is the process of obtaining approval from the buyer that they want to purchase the product(s) offered and then completing the necessary documentation so that the product is entered properly into the purchasers data base so that it scans the product accurately, can be received at the purchasers’ location and can scan at their checkout counters.
 
1

 
We will seek to expand our broker base throughout North America, Europe, Israel and Australia entering into co-broker agreements with established food brokers servicing specific food channels in identified markets.
   
We also intend to expand current operations through acquisitions of established food distributors in key markets and through the investment of resources in food processors that specialize in Kosher, Natural or Organic foods, in the future.
 
Sales and Marketing

Many companies we currently represent and prospective companies typically have a limited understanding of labeling requirements outside of their own countries. This can dramatically impede their ability to sell their products in other countries throughout the world, limiting their total market.

In the future, we will assist, direct, manage and generally facilitate the process to create appropriate labeling for products that we have confirmed sales orders pending and approved packaging. We will create and develop a Private Label to be utilized when manufacturers are unable to financially commit to labeling and we have determined that the product has the necessary criteria to provide dramatic sales results. We will develop sales and marketing materials necessary to promote products to buyers. We will engage a public relations specialist to insure that we consistently and aggressively communicate products represented in the most professional manner to prospective customers, in the future.
 
The Kosher Market
 
Kosher is a term that applies to foods that are fit for consumption by Jews in the observance of Jewish dietary law. These dietary laws originate in the Bible and have been observed by Jews for over 3,000 years. The laws relating to kosher foods are detailed and intricate, but a few basics can be easily understood.
 
Foods in general can be grouped into three broad categories:
 
1.  
Innocuous: Some food items are always acceptable as kosher. Generally, these would be foods like fruits and vegetables that are not further processed;
 
2.  
Kosher when supervised: Other foods may be kosher if the ingredients and process used meet kosher definitions and when supervised by a reliable kosher authority;
 
3.  
Never Kosher: Some foods may never be kosher. Examples include shellfish and pork, both of which are prohibited by Biblical edict.
 
The foods that can be kosher when supervised are those of most concern to food processors desiring to carry kosher certification for their products. Contrary to a common myth, a Rabbi does not “bless” a food to render it kosher. To produce a kosher-certified product, all of the component ingredients must be kosher certified - including any processing aids that contact the food. The equipment on which the product will be made must be kosher as well.
 
In order to identify the finished product as kosher, many certification agencies have trademarked symbols that indicate the kosher status of a product as well as identifying the agency certifying the food. Some products intended for use only on the industrial market (not for retail sales) do not bear a kosher symbol and are certified by letter instead.

In addition, all kosher food can be grouped into three categories—meat, dairy or parve (neutral). Kosher law prohibits the mixing of meat and milk, so foods like cheeseburgers and chicken parmesan are unacceptable.
 
1.  
Dairy - Milk, cheese and other dairy products must come from a kosher animal in order to be kosher. Milk derivatives like casein are considered dairy when used in kosher foods, even though the USDA may classify them as “non-dairy.”
 
2.  
Meat - Only meat and meat by-products from kosher species of animals are permitted, and then only if they are slaughtered by a specially trained “shochet” (ritual slaughterer). Kosher species include cattle, sheep, chicken and turkey.
 
3.  
Parve - Some foods are inherently kosher in their natural state such as fresh fruits, vegetables and grains. These foods, produced without meat or dairy content, are designated with the parve status and may be eaten with either dairy or meat products.
 
2

 
Passover Holiday
 
Passover is an 8-day holiday that takes place in the spring and commemorates the Exodus of the Jewish people from ancient Egypt. It involves a unique set of additional kosher laws. During Passover, those who keep kosher refrain from eating leavened products. Although kosher the rest of the year, certain grain products and their derivatives may not be eaten during Passover. Special supervision is mandatory for Passover production. Surprisingly, the market is not limited to the Jews who observe the Jewish dietary laws. Many American consumers seek out kosher food for a variety of reasons, ranging from health and quality to religious observance. A kosher symbol means much more than adherence to Jewish dietary laws. Kosher means quality.
 
THE NATURAL/ORGANIC FOOD MARKET
 
The natural food industry has undergone a significant change over the last decade. The industry is no longer primarily made up of small, poorly organized producers who had little interaction with the consumer.
 
We believe that as the industry matured, companies who wished to remain competitive were forced to address many facets of their organizations including the development of new products, upgrading of equipment and facilities, investment in market research, increased communication with consumers, and the improvement of packaging and advertising techniques. In some cases, this has meant forming partnerships or alliances with other natural and organic food producers.
 
Although organic sales have experienced tremendous growth in recent years, the industry still represents a relatively small portion of total farming and food consumption. Therefore, the organic industry has quite a way to go before it accounts for a significant share of total food sales.
 
Farmers are also being encouraged to begin farming organic products to increase incomes as these products command higher prices than conventional crops. The premium prices that organic foods command may be essential to maintaining the existence of small farms in developed countries such as Canada and the United States.
 
As the natural foods industry has continued to grow and mature a significant number of mergers and acquisitions have helped consolidate the market.

Key Factors Shaping Market Growth
 
In general, we believe that increased consumer health consciousness is the single most important factor driving the growth of the natural and organic food sectors. Within the United States, and internationally, consumers have become far more aware of the quality of what they eat, the ingredients the foods contain, and the processes that the foods go through (e.g. treatment with pesticides, use of antibiotic drugs in animal feed, food irradiation) before arriving at the point-of-sale.
 
We also believe that increased publicity about food scares such as salmonella, listeria, and E. coli have also aided sales of natural and organic products. However, U.S. citizens have not reacted as negatively toward genetically modified (GM) foods as European consumers. Industry analysts believe that U.S. consumers are more open to the concept of GM foods because they have a higher degree of trust in government food safety agencies than European consumers.
 
Packaging has become an important factor in the success or failure of natural and organic foods. Not only do consumers look for environmentally friendly packaging materials, but many successful products have focused on packaging that is easy to carry and dispose of, as consumers of these natural and organic foods tend to be quite active.
 
 One factor that has hindered the growth of the organic food sector is a lack of consistent supply. Improved distribution channels, production techniques and growth in the number of producers has helped reduce the number of instances of retailers running out of a product. However, we believe this problem has not been completely eliminated and retailers continue to seek out producers who can not only supply a new or innovative product, but those who can supply a product consistently.
 
3

 
Advertising
 
Not surprisingly, since most companies are relatively small, advertising expenditures have also been small. Even large companies have generally relied upon product packaging or point-of-sale advertising to inform consumers about the benefits of their products. Although advertising is still expensive for the vast majority of producers, the competitive nature of these markets is forcing producers to spend more on advertising than ever before.
 
Most advertising for natural and organic foods is in the form of print advertising in trade magazines or store magazines. As many products are new to the market, or at least new to a significant portion of consumers, a picture of the product is a key component of a successful marketing campaign. Larger producers are also beginning to use newspaper and radio advertising in their marketing strategy.
 
Coupons (particularly peel-off stickers) and in-store demonstrations have also proven to be quite successful. These set-ups encourage consumers to try a product at little to no cost while giving producers an excellent opportunity to communicate with, and get feedback from, consumers.
 
Opportunities
 
We believe that the U.S. natural and organic food market represents a good opportunity for Canadian exporters and that this market is experiencing strong annual growth across numerous product sectors. In most product categories, consumers have yet to establish brand preferences for products. Canadian producers who are new to the U.S. market, can readily compete with domestic products that have already been available for an extended period of time.
 
Many U.S. retail outlets and distributors have also begun selling private-label, organic/natural foods and beverages and are actively looking for potential suppliers of these products. Retailers and distributors with private-label brands aim to have a significant number of products under one label in an attempt to generate customer loyalty, increase store margins, and offer lower-priced products to consumers.
 
The organic dairy industry has experienced one of the strongest growth of any organic food sector over the past few years. Although this rate of growth is not expected to continue, analysts predict that the growth of the organic dairy industry will continue to outpace the growth of the overall organic food market.
 
Soy products have been especially popular in the dairy segment. The health benefits of soy include lowering levels of LDL (the so-called "bad" cholesterol), reducing the risk of heart disease, and alleviating the symptoms of menopause.
 
Organic or natural foods that are targeted at children also represent a good opportunity for Canadian exporters. In many cases, consumers who are somewhat unwilling to pay higher prices for food for themselves, believe that organic or natural foods are of better quality than conventional items and are willing to pay more for these products for their children.
 
A relatively new area that has attracted a significant amount of consumer interest is the concept of ready-to-eat, natural or organic meals and ingredients. Retail outlets offering this type of foodservice have experienced extremely positive feedback from consumers, who have shown a willingness to pay restaurant prices for healthy, great-tasting foods that can be taken home.
 
Good opportunities exist in, but are not limited to, the following product categories: 
 
·
meats;
 
·
fresh/frozen/processed fruits and vegetables;
 
·
breakfast cereals;
 
·
healthy snacks;
 
·
health bars;
 
·
prepared salads;
 
·
prepared meals;
 
·
condiments/sauces; and
 
·
desserts.
 
4

 
Kosher, Natural & Organic

The rapid rise in the popularity of organic foods among health-conscious consumers has been paralleled by a jump in demand for products that are labeled kosher. Many Muslims, vegans and consumers who are lactose-intolerant or those suffering from other food allergies also choose kosher. You do not have to be Jewish to buy kosher these days. The rapid rise in the popularity of organic foods among health-conscious consumers has been paralleled by a jump in demand for products that are labeled kosher from individuals seeking more wholesome things to eat. Lately the two trends have intersected. That has given rise to a booming new specialty food category—kosher organic.

A number of demand factors are behind the evolution of this unique market niche. For one, there are Jews who observe “kashrut,” the strict dietary rules that determine if food is properly prepared in order to be kosher, but also are interested in the benefits of eating organically.  There are health-minded members of other religions—most notably Muslims, whose own dietary Halal rules are fulfilled by food that is kosher—who are in this category, as well as Seventh-Day Adventists.

At stores like Whole Foods, it is not hard to find products with both designations on labels. They include chicken and other poultry from Wise Organic Pastures; Stoneyfield, Brown Cow and Horizon yogurt and whole milk; Evolution juices; Spectrum ground flax seeds; Nature’s Path and Arrowhead Mills cereals; and Silk Soy Milk, to name just a few. And Whole Foods’ “365” house brand features a number of kosher-organic items including whole and soy milk, tofu and a lemon beverage. These days it’s not just at a Whole Foods or a Wild Oats that you’ll find such items, but a supermarket in the Midwest may have a corner area that says kosher organic.
 
Some organic product manufacturers believe in the benefits of the kosher designation as a way to appeal to discerning shoppers. As an example, Italy’s Bionaturae product line premiered recently with an organic pasta that is also marked as kosher. Some brands have displayed both an organic and kosher designation for many years. Vermont-based Stoneyfield, has sold organic and kosher dairy products since 1984. Kosher consumers and the marketplace as a whole identify kosher certification with quality and value.

Kosher certification has undoubtedly impacted sales in a positive way. Wise Organic Pastures, known for its free-range organic and kosher chickens, has been using a double-certification for 15 years. Recently re-branded to attract a broader customer base (it was Wise Kosher Poultry), the firm added beef to its product line two years ago. Wise, which runs its own slaughtering plants supervised by a squad of rabbis overseeing the kosher butchers, also has many customers with gourmet tastes who buy its poultry because of its reputation for quality.

There have also been a few embarrassing missteps by companies that have certified that an organic product is kosher. The biggest faux pas involved those popular pre-packaged salad greens that have become ubiquitous in grocery stores. When food inspectors discovered many were infested with insects, it triggered quite a backlash.

The problem of insects extends beyond greens to organic produce in general. Because no pesticides are used, bugs are more likely to crop up in fruits and vegetables that are raised organically. Layering two strict sets of standards on top of each other is bound to have some pitfalls. But for the most part, the kosher organic category is likely to keep growing more popular.

Employees

We currently have no employees other than Henry Ender, our Chief Executive Officer, Secretary and Director and Fred Farnden, our President, Chief Financial Officer and Director.

ITEM 2. DESCRIPTION OF PROPERTY
 
We currently operate our business from our Canadian office at 361 Connie Crescent, Concord, Ontario, Canada L4K 5R2. We rented the office space for $1,500 a month from a related party for a period of 5 years commencing November 1, 2006. Effective February 1, 2009, the Company, with the consent of its related landlord, a company controlled by the directors, cancelled the existing rental agreement. No new rental agreement has been entered into.
 
5


 
ITEM 3. LEGAL PROCEEDINGS
 
We are not presently parties to any litigation, nor to our knowledge and belief is any litigation threatened or contemplated.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
None.

 
PART II
 
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
No Public Market for Common Stock
 
Our common stock is currently trading on the Over-The-Counter Bulletin Board under the symbol “HNYZ.” There has never been an active public market for shares of our common stock and trading has been characterized by low volume and high volatility.

Penny Stock
 
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience  and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
 
Holders
 
As of January 29, 2009, 39,601 shares of common stock are issued and outstanding and held by approximately 70 shareholders. Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.
 
Holders of common stock do not have cumulative voting rights.
 
Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation.
 
Although there are no provisions in our charter or by-laws that may delay, defer or prevent a change in control, we are authorized, without shareholder approval, to issue shares of preferred stock that may contain rights or restrictions that could have this effect.
 
6

 
Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

The issued and outstanding shares of our Common Stock were issued in accordance with the exemptions from registration afforded by Section 4(2) of the Securities Act of 1933.
 
Dividends
 
Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock.  Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.
 
Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.
 
Recent Sales of Unregistered Securities
 
In April 2009, the Company’s Board of Directors approved a 1000:1 reverse stock split. The reverse stock split was effective on July 2, 2009. All share and per share amounts used in the Company’s financial statements have been restated to reflect the 1000 for 1 reverse stock split.
 
ITEM 6. SELECTED FINANCIAL DATA

Not applicable.
 
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
 
Caution Regarding Forward-Looking Information

Certain statements contained herein, including, without limitation, statements containing the words “believe(s)”, “anticipate(s)”, “expect(s)” and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following: international, national and local general economic and market conditions; demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.

Given these uncertainties, readers of this prospectus and investors are cautioned not to place undue reliance on such forward-looking statements.

Business Overview

We were incorporated on September 20, 2006 under the laws of the State of Delaware. We were originally formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions and helping food distributors and food processors expand their sales growth. We do not intend to undertake a reverse merger nor pursue any acquisition which involves a change in control.  We specialize in Kosher, Natural and Organic foods. We are a multi-faceted products broker, committed to helping Producers, Wholesalers and retailers improve their sales and return on investment.
 
7

 
Until February 1, 2009, Henya represented products to a variety of prospective buyers.  In particular, products represented included: smoked salmon; salsa; condiments; meat alternatives (i.e. vegetarian, chicken and beef products); kosher grocery products (i.e. pizza, tea, confectionary etc.).  On February 1, 2009, Henya’s commission agreement with a related party was cancelled.  On July 31, 2009, Henya’s commission agreements with another two related parties were cancelled. The Company does not currently have any customers. 
 
RESULTS OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2009 COMPARED TO THE YEAR ENDED OCTOBER 31, 2008
 
   
For the
Year Ended
31 October 2009
   
For the
Year Ended
31 October 2008
REVENUE
         
  Commission income from related companies
 
$
72,029
   
$
422,675
  Interest on notes receivable from shareholders
   
1,760
     
1,760
     
73,789
     
424,435
EXPENSES
             
  Officers and directors fees
   
30,000
     
120,000
   Rent paid to a related company
   
4,500
     
18,000
   Interest and bank charges
   
14,704
     
22,285
   Overhead paid to a related party
   
57,623
     
169,070
   General and administrative
   
15,658
     
3,755
   Professional fees
   
36,769
     
40,200
   Bad debts
   
527,764
     
-
     
687,018
     
373,310
NET (LOSS) EARNINGS
 
$
(613,229)
   
$
51,125
               
 
Total Revenues
 
We had revenues of $73,789 for the year ended October 31, 2009 and $424,435 for the year ended October 31, 2008.   The decrease was primarily due to the current economic conditions where it became necessary to cancel our commission agreements with related third parties in the second and third quarters of the year ended October 31, 2009 whereas we had agreements to charge 5.0% commissions for the year ended October 31, 2008.
 
Expenses
 
Total expenses for the year ended October 31, 2009 were $687,018 as compared to $373,310 for the year ended October 31, 2008. The increase in expenses was due primarily to a bad debt provision of 527,764 compared to a bad debt provision of $nil for the year ended October 31, 2008.
 
Net (Loss) Earnings
 
Net (loss) earnings were $(613,229) for the year ended October 31, 2009, compared to $51,125 for the year ended October 31, 2008.

Capital Resources and Liquidity
 
As of 31 October, 2009, we had negative working capital of approximately $403,540. It is the intent of management and significant stockholders, if necessary, to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding. Should this pledge fail to provide financing, we have not identified any alternative sources.
 
As set forth in the notes to the financial statements, our independent auditors have expressed substantial doubt about our ability to continue as a going concern because we have no viable operations or significant assets and we are dependent upon significant shareholders to provide sufficient working capital to maintain the solvency of the corporate entity.
 
8

 
We are still in the process of developing and implementing our business plan and raising additional capital. As such, we are considered to be a development stage company. Management believes that actions presently being taken to obtain additional funding and implement its business plan provide the opportunity for us to continue as a going concern.
 
The Company will attempt to raise additional financing for working capital to support sales and marketing efforts in other regions.  However, 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 significant 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 goal of profit, revenue and growth.
 
We anticipate that our operational as well as general and administrative expenses for the next twelve months will total $100,000 for the following expenses:
   
Trade Show Expenses        
 
$
30,000
 
Web Development and Entertainment Costs    
 
$
20,000
 
Finance                  
 
$
20,000
 
Professional fees
 
$
30,000
 
 
The Company has budgeted $30,000 for expenses to attend trade shows in North America, Europe, and Israel to source new products and meet new principals in order to facilitate the expansion of the Company’s core business.   The Company has also allocated $20,000 for web development to promote its services in addition to an allowance for entertainment costs associated with new client development.

During the fiscal year ended 31 October, 2009, we received commission income from the related company, Foodfest International 2000 Inc. (Concord, Ontario), controlled by our directors totalling $72,029 (2008 - $422,675).  Due to the economic decline and current financial conditions of the related companies, $527,764 receivable from related companies was written off to bad debts this year.
 
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 although depending on if financing is raised we may add additional representatives. We do not intend to increase our staff until such time as we can raise the capital or generate revenues to support the increase in overhead expense. 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 status of our business plan. 
 
In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we would then 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 our consulting services to cover our operating expenses.

Off-Balance Sheet Arrangements
 
We do not have any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are described in Note 5 to our consolidated financial statements included in this Annual Report. We prepare our financial statements in conformity with U.S. GAAP, which requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the financial reporting period. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements as their application places the most significant demands on our management’s judgment.
 
9


 
NEW ACCOUNTING PRONOUNCEMENTS

In August 2009, the FASB issued guidance on the measurement of liabilities at fair value. The guidance provides clarification that in circumstances in which a quoted market price in an active market for an identical liability is not available, an entity is required to measure fair value using a valuation technique that uses the quoted price of an identical liability when traded as an asset or, if unavailable, quoted prices for similar liabilities or similar assets when traded as assets. If none of this information is available, an entity should use a valuation technique in accordance with existing fair valuation principles. There was no impact on the financial statements as a result of adopting this guidance.

On July 1, 2009, the FASB issued the FASB Accounting Standards Codification (the Codification). The Codification became the single source of authoritative nongovernmental U.S. GAAP, superseding existing FASB, American Institute of Certified Public Accountants (AICPA), Emerging Issues Task Force (EITF) and related literature. The Codification eliminates the previous US GAAP hierarchy and establishes one level of authoritative GAAP. All other literature is considered non-authoritative. The Codification was effective for interim and annual periods ending after September 15, 2009. The company adopted the Codification for the year ending October 31, 2009. There was no impact to the financial results as this change is disclosure-only in nature.

In May 2009, the FASB issued guidelines on subsequent event accounting which sets forth: 1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; 2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and 3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. These guidelines were effective for interim and annual periods ending after June 15, 2009. There was no impact on the financial statements as a result of adopting this guidance.
 
10


 
ITEM 8. FINANCIAL STATEMENTS
 


 
HENYA FOOD CORP.

FINANCIAL STATEMENTS

31 October 2009
 
INDEX TO FINANCIAL STATEMENTS
 

 
Page
   
Report of Independent Registered Public Accounting Firm
F-1
Balance Sheets as of 31 October 2009 and 31 October 2008
F-2
Statements of Operations for the years ended 31 October 2009 and 2008 and for the period from inception, 20 September 2006 to 31 October 2009.
F-3
Statement of Changes in Stockholders’ Equity for the period from inception, 20 September 2006, to 31 October 2009.
F-4
Statements of Cash Flows for the years ended 31 October 2009 and 2008 and for the period from inception, 20 September 2006 to 31 October 2009.
F-5
Notes to the Financial Statements
F-6 to F-13
 
 
 
 
 
11

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Stockholders of
Henya Food Corp.

 
We have audited the accompanying balance sheets of Henya Food Corp. (A Development Stage Company) as at 31 October 2009 and 2008 and the related statements of operations and comprehensive income, changes in stockholders' deficit, and cash flows for each of the years then ended and for the period from the date of inception (20 September 2006) to 31 October 2009. Henya Food Corp.’s Management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor have we been engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Henya Food Corp. (A Development Stage Company) as at 31 October 2009 and 2008 and the results of its operations and comprehensive income, cash flows and changes in stockholders' deficits for the years ended 31 October 2009 and 2008 and for the period from the date of inception (20 September 2006)  to 31 October 2009 in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 4 to the financial statements, the Company has suffered losses from operations since inception and has a working capital deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 

/s/ DNTW Chartered Accountants, LLP
 
Licensed Public Accountants
Markham, Ontario, Canada
29 January 2010


F-1


HENYA FOOD CORP.
(A Development Stage Company)
BALANCE SHEETS
AS AT
 
   
31 October
2009
   
31October
 2008
 
ASSETS
           
CURRENT ASSETS
           
Cash
 
$
129
   
$
254
 
Accounts receivable due from related parties
   
-
     
542,060
 
Prepaid expenses
   
-
     
7,588
 
TOTAL ASSETS
 
$
129
   
$
549,902
 
                 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
     
Accounts payable
 
$
88,044
   
$
65,328
 
Accrued liabilities
   
250,000
     
450,000
 
Loans payable
   
65,625
     
53,125
 
TOTAL CURRENT LIABILITIES
   
403,669
     
568,453
 
TOTAL LIABILITIES
   
403,669
     
568,453
 
                 
Commitments and Contingencies (see note 13)
               
                 
STOCKHOLDERS’ DEFICIT
               
Capital stock
   
40
     
40
 
Additional paid in capital
   
427,244
     
197,244
 
    Notes receivable from stock issued
   
(34,614
)
   
(32,854
)
Deficit accumulated during the development stage
   
(796,210
)
   
(182,981
TOTAL STOCKHOLDERS’ DEFICIT
   
(403,540
)
   
(18,551
)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
$
129
   
$
549,902
 
 
The accompanying notes are an integral part of these financial statements.

F-2

 
HENYA FOOD CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
 
 
 
For the Year Ended 31 October 2009
   
For the Year Ended 31 October 2008
   
For the period from inception, 20 September 2006 to  31 October 2009
 
                       
REVENUE
          -          
   Commission income from related companies
$
72,029
   
$
422,675
   
$
911,236
 
   Interest on notes receivable from stockholders
 
1,760
     
1,760
     
4,600
 
   
73,789
     
424,435
     
917,156
 
EXPENSES
                     
 Bad debts on accounts receivable due from related parties
 
527,764
     
-
     
527,764
 
 Officers and directors fees
 
30,000
     
120,000
     
480,000
 
 Rent paid to a related company
 
4,500
     
18,000
     
40,500
 
     Severance expense
 
-
     
-
     
171,840
 
 Interest and bank charges
 
14,704
     
22,285
     
45,036
 
 General and administrative
 
15,658
     
3,755
     
19,509
 
 Consulting expenses paid with common stock
 
-
     
-
     
10,000
 
 Overhead paid to a related party
 
57,623
     
169,070
     
323,748
 
 Professional fees
 
36,769
     
40,200
     
94,969
 
   
687,018
     
373,310
     
1,716,366
 
NET (LOSS) INCOME AND COMPREHENSIVE INCOME
$
(613,229)
   
$
51,125
    $
(796,210)
 
(LOSS) INCOME PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
$
(15.49)
 
    $
1.29
 
    $
(18.36)
 
 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
 
39,601
     
39,498
 
     
43,356
 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-3


 
HENYA FOOD CORP.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEAR ENDED 31 OCTOBER 2009
 
 
    Shares  
Common Stock
 
Additional
Paid in
Capital
   
Accumulated
Other
Comprehensive
Income
 
Notes Receivable from Stock Issued
 
Deficit Accumulated During the Development Stage
  Total Stockholders' Deficit  
Common stock issued at inception
    50,000   $ 50   $ 49,950       $ (40,000 ) $ -   $ (10,000 )
Cor  Net loss
                                (11,759 )   (11,759 )
BALANCE, 31 OCTOBER 2006
    50,000     50     49,950         (40,000 )   (11,759 )   (1,759 )
Common stock issued during the year
    209     -     150,350                     150,350  
Allocation of common stock  proceeds against deferred offering costs
                (150,000 )                   (150,000 )
Common stock cancelled during the year
    (10,667   (11 )   (10,655 )       10,666           -  
Interest on notes receivable, net
                          (1,760 )         (1,760 )
Officers accrued fees forgiven
                107,600                     107,600  
Net loss
                                (222,347   (222,347 )
 
BALANCE, 31 OCTOBER 2007
    39,542     39     147,245         (31,094 )   (234,106 )   (117,916 )
Common stock issued during the year
    59     1     49,999                     50,000  
Interest on notes receivable
                          (1,760 )         (1,760 )
Net income
                                51,125     51,125  
 
BALANCE, 31 OCTOBER 2008
    39,601     40     197,244         (32,854 )   (182,981 )   (18,551 )
Interest on notes receivable
                          (1,760 )         (1,760 )
Officers accrued fees forgiven
                230,000                     230,000  
Net income
                                (613,229   (613,229 )
 
BALANCE, 31 OCTOBER 2009
    39,601   $ 40   $ 427,244       $ (34,614 ) $ (796,210 ) $ (403,540 )

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

F-4

 
HENYA FOOD CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

 
   
For the Year Ended 31 October 2009
 
For the Year Ended 31 October 2008
   
For the period from inception, 20 September 2006 to 31 October 2009
CASH FLOWS FROM OPERATING ACTIVITIES
             
Net (loss) income
 $
(613,229)
 
$
51,125
   
$
(796,210
)
Adjustment to reconcile net earnings to net cash provided by operating activities
                   
Issuance of common stock for services
 
-
   
-
     
10,000
 
    Forgiveness of debt owed to officers
 
230,000
   
-
     
337,600
 
                     
    Interest on notes receivable from stock issued, net
 
(1,760)
 
 
(1,760)
 
   
(5,280
)
    Interest accrued on the loans payable
 
12,500
   
15,793
     
35,625
 
Changes in operating assets and liabilities:
                   
Accounts receivable due from related parties
 
542,060
   
(185,457)
 
   
-
 
Accounts payable
 
22,716
   
30,953
     
88,044
 
Accrued liabilities
 
(200,000)
 
 
120,000
     
250,000
 
Prepaid expenses
 
7,588
   
(7,588)
 
   
-
 
                     
CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES
 
(125)
 
 
23,066
     
(80,221
)
                     
CASH FLOWS FROM FINANCING ACTIVITIES
                   
Loans payable
 
-
   
(25,000)
 
   
80,000
 
Proceeds from common stock issued
 
-
   
-
     
150,350
 
Deferred offering costs
 
-
   
-
     
(150,000
)
                     
CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES
 
       -
   
(25,000)
 
   
80,350
 
                     
NET (DECREASE) INCREASE IN CASH
 
(125)
 
 
(1,934)
 
   
129
 
                     
CASH, BEGINNING OF YEAR/PERIOD
 
254
   
2,188
     
-
 
                     
CASH, END OF YEAR/PERIOD
 $
$129
 
$
254
   
$
129
 
                     
NON CASH INVESTING AND FINANCING ACTIVITIES:
                   
Issuance of common stock to settle a loan payable
$
$-
 
$
50,000
   
$
50,000
 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-5

 

 HENYA FOOD CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
31 OCTOBER 2009
 
 
1.  
NATURE OF OPERATIONS

Henya Food Corp. ("the Company") was incorporated on 20 September 2006 in the State of Delaware. The Company acts as a sales representative to broker kosher, natural and organic food products to retailers and distributors throughout Canada and to kosher retailers and distributors in the United States, Israel, Europe and Australia. The Company operates from its offices in Ontario, Canada.
 
2.
BASIS OF PRESENTATION
 
The Company has earned limited revenues from limited principal operations and accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Statement of Financial Accounting Standards (“SFAS”) No. 7, Accounting and Reporting by Development Stage Enterprises (“SFAS No. 7 “). Among the disclosures required by SFAS No. 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operation, changes in stockholders' equity and cash flows disclose activity since the date of the Company's inception.
 
3.
CONTROL BY PRINCIPAL STOCKHOLDERS

The directors, executive officers and their affiliates or related parties, own beneficially and in the aggregate, the majority of the voting power of the outstanding shares of the common stock of the Company. Accordingly, the directors, executive officers and their affiliates, if they voted their shares uniformly, would have the ability to control the approval of most corporate actions, including increasing the authorized capital stock of the Company and the dissolution, merger or sale of the Company's assets or business.

4.
GOING CONCERN
 
The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced losses from operations since inception in the amount of $796,210 and has a negative working capital balance of $403,540 that raise substantial doubt as to its ability to continue as a going concern.
 
The Company's ability to continue as a going concern is contingent upon its ability to obtain the financing and strategic alliances necessary to attain profitable operations. Management is pursuing various sources of financing and intends to raise equity financing through a private placement with a private group of investors in the near future.  In the event the Company is not able to raise the necessary equity financing from private investors, the shareholders intend to finance the Company by way of shareholder loans, as needed, until profitable operations are attained.
 
The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

F-6

 
HENYA FOOD CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
31 OCTOBER 2009


5.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
The accounting policies of the Company are in accordance with United States of America generally accepted accounting principles. Outlined below are those policies considered particularly significant:
 
Commission Recognition
 
The Company's commission recognition policies are in compliance with the relevant sections of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”), namely ASC Topic 605 “Revenue Recognition”.  Commission income is recognized at the date a formal arrangement exists, the price is fixed or determinable, the services are complete (commissions are calculated on sales net of any returns), no other significant obligation of the Company exists and collection is reasonably assured.  For the year ended 31 October 2009, substantially all of our commission income is from related parties.  See note 7.
 
Henya earns commissions in the form of brokerage fees based on sales of products of individual companies represented.  A related company, Foodfest, currently represents the majority of brokerage fees earned.  Henya currently doesn’t have brokerage agreements with any related companies or non-related companies.

Cash and Cash Equivalents
 
Cash and cash equivalents consist of a commercial bank account carried at cost, which approximates current value. Items are considered to be cash equivalents if the original maturity is three months or less.
 
Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount net of sales returns and an allowance for doubtful accounts.  The Company determines its allowance for doubtful accounts by considering a number of factors, including the age of the receivable, the financial stability of the customer, discussions that may have occurred with the customer and management's judgment as to the overall collectibility of the receivable from that customer.  The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts in the period of recovery.  As at 31 October 2009 management determined to write off all accounts receivable due from related companies, because the related companies have sustained unanticipated losses and are incapable to repay these amounts.

Concentration of Credit Risk

The Company is exposed to credit risk of its accounts receivable arising from the fact that one company, Foodfest, currently represents the vast majority of brokerage fees earned. This risk is mitigated by the fact that accounts receivable due from related companies has been written off.
 
F-7

 
HENYA FOOD CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
31 OCTOBER 2009

5.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes
 
The Company accounts for income in accordance with ASC 740, “Income Taxes”. Under Standard 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Standard 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. 
 
Fair Value of Financial Instruments
 
The carrying value of the company's accounts receivable due from related parties, accounts payable and accrued liabilities approximates fair value because of the short-term maturity of these instruments.
 
Earnings or Loss Per Share
 
The Company accounts for earnings per share pursuant to ASC 260, “Earnings per Share, which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year.  There were no dilutive financial instruments for the period ended 31 October 2009.

Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.
 
F-8

 
HENYA FOOD CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
31 OCTOBER 2009


5.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock Compensation

The Company does not have a formal stock option plan. However, we offered to some of our employees and consultants stock-based compensation in the form of shares of our common stock. We account for these issuances of common stock to employees and consultants in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”).

Effective July 1, 2005, we adopted ASC 718 using the modified prospective method. Under this method, stock compensation expense includes: (1) compensation cost for all share-based payments granted based on the grant date fair value estimated in accordance with ASC 718 and amortized on a straight-line basis over the share-based payments’ remaining vesting period.
 
Recent Accounting Pronouncements
  
In August 2009, the FASB issued guidance on the measurement of liabilities at fair value. The guidance provides clarification that in circumstances in which a quoted market price in an active market for an identical liability is not available, an entity is required to measure fair value using a valuation technique that uses the quoted price of an identical liability when traded as an asset or, if unavailable, quoted prices for similar liabilities or similar assets when traded as assets. If none of this information is available, an entity should use a valuation technique in accordance with existing fair valuation principles. There was no impact on the financial statements as a result of adopting this guidance.

On July 1, 2009, the FASB issued the FASB Accounting Standards Codification (the Codification). The Codification became the single source of authoritative nongovernmental U.S. GAAP, superseding existing FASB, American Institute of Certified Public Accountants (AICPA), Emerging Issues Task Force (EITF) and related literature. The Codification eliminates the previous US GAAP hierarchy and establishes one level of authoritative GAAP. All other literature is considered non-authoritative. The Codification was effective for interim and annual periods ending after September 15, 2009. The company adopted the Codification for the year ending October 31, 2009. There was no impact to the financial results as this change is disclosure-only in nature.

In May 2009, the FASB issued guidelines on subsequent event accounting which sets forth: 1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; 2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and 3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. These guidelines were effective for interim and annual periods ending after June 15, 2009. There was no impact on the financial statements as a result of adopting this guidance.
F-9

 
HENYA FOOD CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
31 OCTOBER 2009

 
6. 
CAPITAL STOCK
 
    31 October
2009
      31 October
2008
 
 Authorized            
   110,000,000 common shares, $0.001 par value            
   10,000,000 preferred shares, $0.001 par value
           
Issued
           
    39,601 common shares (31 October 2008 - 39,601)
 
$
40
   
$
40
 
 
On 20 September 2006 the Company issued 40,000 and 10,000 common shares to the founders of the corporation for consideration of notes receivable and services rendered respectively. The notes bear interest at 6% per annum and are due on demand.  The notes receivable from the common stock issued are presented as a reduction of stockholders’ equity in the Statement of Changes in Stockholders’ Deficiency.  The stock issued for consulting services have been valued at the fair market value of the services received by the Company of $10,000 and are reported in the Statement of Operations under consulting.  The fair value of services received is the amount that these individuals have billed to the Company which is based on hourly rates that these individuals normally charge in providing similar services.

In October 2006, the Company received proceeds of $67,965 related to common shares to be issued subsequent to the year end. Offering costs were recorded as a reduction of these proceeds bringing the net value of shares to be issued to Nil. In December 2006, the Company issued 67, common shares to these individuals and related parties.

In December 2006, the Company issued 82 common shares to various individuals and related parties for proceeds of $82,385. Of this amount $82,035 was used to pay for deferred offering costs incurred.

In October 2007, the Company bought back and cancelled 10,667 common shares for the amount issued of $10,666.

In August 2008, the Company issued 59 common shares for the settlement of $50,000 of a loan payable.

In April 2009, the Company’s Board of Directors approved a 1000:1 reverse stock split. The reverse stock split is effective on July 2, 2009. All share and per share amounts used in the Company’s financial statements have been restated to reflect the 1000 for 1 reverse stock split. As a result of the reverse split an additional 60 common shares were issued as a result of rounding up the number of shares held to the nearest thousand.

7.
RELATED PARTY TRANSACTIONS
 
Related party transactions are in the normal course of operations and are recorded at amounts established and agreed between the related parties. Related party transactions not disclosed elsewhere in these financial statements are as follows:
 
The Company received commission income totalling $72,029 for the year ended 31 October 2009 (2008 - $422,675) from related companies controlled by directors of the Company.  Included in account receivable is $0 at 31 October 2009 (2008 - $542,060) from these related companies.
 
 
 
F-10

HENYA FOOD CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
31 OCTOBER 2009


7.
RELATED PARTY TRANSACTIONS (continued)

Beginning in November 2006, the Company began paying rent to a company controlled by the directors of the Company on a month-by-month basis for $1,500 per month.  The Company paid rent totalling $4,500 for the year ended 31 October 2009 (2008 - $18,000).

The Company paid $57,623 (2008 – $169,070) to a related company during the year for overhead expenses incurred on behalf of the Company. This amount is from the Company’s agreement where it will pay as overhead, 80% (2008 - 40%) of its revenue to the related company. This allows the Company the use of the personnel and office equipment, including phone, fax and other office equipment as needed. However this policy has been suspended.

The Company accrued fees for the officers and directors totaling $30,000 for the year ended 31 October 2009 (2008 - $120,000).

Effective February 1, 2009, Foodfest International 2000 Inc. (“Foodfest”), a company controlled by the directors, with the consent of the Company, has discontinued the commission agreement.

Effective July 2, 2009, Bandana Bandito, LLC (“Bandito”) and Coastal Water Seafoods Ltd. (“Coastal”), two companies controlled by the directors, with the consent of the Company, have discontinued the commission agreements.

Effective February 1, 2009, the officers and directors agreed to forgive the payment of $230,000 of accrued management fees which was owed to them and to cancel the existing management agreements. No new agreements have been entered into.

Effective February 1, 2009, the Company, with the consent of its related landlord, a company controlled by the directors, cancelled the existing rental agreement. No new rental agreement has been entered into.

Effective February 1, 2009, the Company, with the consent of a related party, a company controlled by the directors, has cancelled the overhead agreement. No new agreement has been entered into.

On February 1, 2009, the Company has forgiven $532,432 which was owed by a related party controlled by the directors due to the inability of the related party to repay the amount. During the year ended October 31, 2009, $12,013 of this bad debt was recovered.

On July 31, 2009, the Company has forgiven $7,345 which was owed by another two related parties controlled by the directors due to their inability to repay these amounts.

8.
ECONOMIC DEPENDENCE
 
The Company had brokered sales for a number of food retailers to earn commissions. Agreements were in place with a number of retailers, related to the Company by virtue of being controlled by directors of the Company. Of the $72,029 in brokerage fees earned in the year, all $72,029 or 100%, was from Foodfest (In 2008 - Of the $422,675 in brokerage fees earned in the year, $422,675 or 100% was from Foodfest International) which is one of the related companies. An overhead charge of $57,623 (2008 – $169,070) was recorded as payable to Foodfest for the year ended 31 October 2009 and has been applied against the amount receivable from Foodfest.
 
9.
INCOME TAXES
 
The Company accounts for income taxes in accordance with ASC 740, Income Taxes. ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates. The effects of future changes in tax laws or rates are not anticipated.
 
Under ASC 740, income taxes are recognized for the following: a) amount of tax payable for the current year, and b) deferred tax liabilities and assets for future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.
 
As at 31 October 2009, there were no differences between financial reporting and tax bases of assets and liabilities. The Company will have tax losses available to be applied against future years' income as a result of the losses incurred. However, due to the losses incurred in the period and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carry forward will not be realized through the reduction of future income tax payments. Accordingly a 100% valuation allowance has been recorded for deferred income tax assets.
 
F-11

 
HENYA FOOD CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
31 OCTOBER 2009

 
9.
INCOME TAXES (continued)

The components of deferred income taxes have been determined at the combined Canadian federal and provincial statutory rate of 33% (2008 - 33.50%) as follows:
  
   
2008
 
2007
 
           
Deferred income tax assets (liabilities):
         
          Loss carryforwards
  $ 262,749     $ 61,298  
Valuation allowance
    (262,749 )     (61,298 )
             Deferred income taxes
  $ -     $ -  

10.
LOANS PAYABLE

In August 2008, the Company borrowed $50,000 from Marvin Silver, a shareholder of the company, to finance operations. The loan is unsecured, bears interest at an effective rate of 25% and has no maturity date.

11.
SUPPLEMENTAL CASH FLOW INFORMATION
 
During the year ended 31 October 2009 the Company paid expenses as follows:
 
   
2009
   
2008
 
             
                income taxes
  $ -     $ -  
Interest
  $ 1,579     $ 5,808  

 
F-12

 
HENYA FOOD CORP.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
31 OCTOBER 2009


12.
COMMITMENTS

On 21 January 2008, the Company entered into a settlement agreement with a former shareholder of the company whereby, in exchange for the return of 10,667 shares on 31 October, 2007, the Company agreed to pay $200,000 to the former shareholder with the following terms;

1)       This amount is payable one day following a restriction period of one year from the date the Company’s common stock begins to trade publicly. The funds will be raised by issuing new common shares in a private placement. As security for this transaction, the Company has placed 3,000 shares of its common stock in Escrow with a law firm. $200,000 has been accrued for this as severance expense. The expense has been netted against amounts forgiven by the shareholder as part of the settlement.

2)        Within five business days of the Company receiving funds totalling $3,500,000 from a private placement, the Company will pay a total of $50,000 in final settlement of all obligations owed to the former shareholder. If the Company does not receive the funds from a private placement before the end of the restriction period stated in #1 above, interest at a rate of 5% per annum will accrue on the outstanding balance from the end of the restriction period.  Additionally, if the Company does not receive the funds from a private placement before the end of the restriction period stated in #1 above, an amount of the shares held in Escrow valued at $50,000 shall be delivered to the shareholder. $50,000 of accrued management fees remains payable in relation to this.

13.           COMPARATIVE INFORMATION
 
Certain comparative figures have been reclassified in order to conform with the current year’s financial statement presentation.
 
F-13



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
None.
 
ITEM 9A(T). CONTROLS AND PROCEDURES
 
Evaluation of disclosure controls and procedures
 
Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of 31 October, 2009. Based on this evaluation, our chief executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
Management's Annual Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.  Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of October 31, 2009.  The framework used by management in making that assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of October 31, 2009, the Company’s internal control over financial reporting was effective for the purposes for which it is intended.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

Changes in internal controls
 
We have not made any changes to our internal controls subsequent to the Evaluation Date. We have not identified any deficiencies or material weaknesses or other factors that could significantly affect these controls, and therefore, no corrective action was taken.
 
12

 
PART III
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
 
The directors and executive officers of the Company are:

Name
Age
Position
Date Appointed
       
Henry Ender
58
Chief Executive Officer, Secretary, Director
September 20, 2006
Fred Farnden
61
President, Chief Financial Officer, Director
January 2, 2008

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years:

HENRY ENDER, Chief Executive Officer, Secretary and Director
 
Henry Ender was appointed as our President, CEO, and CFO on September 20, 2006. Mr. Ender co-founded Foodfest International 2000, Inc. (“Foodfest”) in 1977.  During the past five years, Henry has been involved in the day-to-day operations of Foodfest.  He has been responsible for developing the import/export side of the business.  Mr. Ender has developed a working relationship with supermarket buyers in Ontario, Canada.  Henry has established a network of distributors in Canada and the U.S. who facilitate the sale and delivery of products imported by Foodfest in their local regions.  Henry has been involved in direct sales, product selection and procurement, merchandising and marketing. Since inception, Henry has been providing the direction in Henya’s approach to the market and providing the necessary guidance to properly execute the company’s business plan.  
 
FRED FARNDEN, President, Chief Financial Officer and Director

Mr. Farnden started his career in the food business in 1971 and has been involved in management and/or ownership positions with Safeway Stores Incorporated, Spetifore and Sons Ltd., Coast Labeling and Services Ltd., Coastal Water Seafoods Ltd. and Foodfest International 2000 Inc.
 
Foodfest imports products from Israel and Canada into the United States and from Israel and the United States to Canada.  Foodfest is a direct sales and distribution (“DSD”) food company in the Province of Ontario and is a customer of Henya.  Foodfest sells imported products to other DSD food distributors in Canada and the United States.  Foodfest sells to Canadian supermarkets including: Loblaws; Real Canadian Super Store; No Frill’s; Fortino’s; Zehr’s; Sobeys; Price Choppers; A&P Dominion; Food Basics; Wal-Mart; Highland Farms and Longos. Specialty stores include Whole Foods; Pusateri’s; Kosher City; Hartman’s and Hermes. In Canada, Foodfest sells to co-distributors including: Tree of Life; Sunopta; Regitan and Richmond Specialty Foods which reach specific markets. In Canada, Foodfest services over 3,000 retail and institutional customers. In the U.S., Foodfest sells in New York; Massachusetts; Maryland; Florida; Illinois; Minnesota and California. Foodfest has established vendor relationships with the supermarkets listed above,which provides Foodfest the opportunity to present new products to the buyers for their consideration.  Mr. Ender started out in the food business in 1974 and has been involved in a management and ownership position of North Kensington Markets; Central Smoked Fish; International Shrimp Storage; NKM Chapmans Fine Foods; Canada Seafood Corporation; Allseas Fisheries; Mike’s Fish/St.Lawrence Market; Seacore Seafood Corporation; Seafood Warehouse International and Foodfest.
 
Foodfest is a DSD company which means it is a distributor which sells and delivers store by store, stopping at each store or account to drop products and sometimes even merchandise those goods. Henya is a food broker which means it represents products to a variety of prospective buyers. These buyers could be specialty stores, retail grocery chains, wholesalers, foodservice operators and distributors, drug chains, mass merchandisers, industrial users or military installations. In trying to sell products and achieve a listing, a broker may make presentations to the head offices of chains and wholesale groups. More and more, key buying decisions are being made at regional headquarters. If a product is listed, then it's on the list of products that the stores can order. Once a product is listed, Henya, as a broker, may also schedule promotions. Henya keeps in touch with the head office of The Principals represented to ensure direct feedback and co-ordination between the head office and the retail accounts.
 
As well as representing products to buyers (selling), Henya offer a number of other services. These may include merchandising (planning promotions and keeping product on the shelf), computerized ordering and data collection services.
 
In the future, Henya will call on retail outlets on a regular basis which is normally every four to six weeks in rural locations and once a week for major retail and wholesale accounts in the city.  Also in the future, Henya plans to confirm product shelf placement, adjust shelf space, handle complaints, pull damaged product, rush through an unplanned order, handle any special promotions or displays, and monitor competitor activity.  In the future, Henya also plans to provide problem solving solutions for its clients.
 
13

 
In their positions with Foodfest, Mr. Ender and Mr. Farnden are responsible for managing the distribution of products to retail accounts, foodservice accounts and other distributors throughout Canada and the United States. In their positions with Henya, Mr. Ender and Mr. Farnden are responsible for representing manufacturers and distributors who have products they wish to sell to retail accounts, foodservice accounts and distributors.
 
Term of Office

Our directors were appointed for one-year terms to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers were appointed by our board of directors and hold office until removed by the board.

Our officers and directors will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of our directors. We have not compensated our directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officer(s) are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.
 
Our officers and directors have not filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.
 
Audit Committee

We do not have a standing audit committee of the Board of Directors. Management has decided not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S-B is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in its financial statements at this stage of its development.
 
Certain Legal Proceedings
 
No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.

Compliance With Section 16(A) Of The Exchange Act.
 
Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and are required to furnish copies to the Company. To the best of the Company’s knowledge, any reports required to be filed were timely filed in fiscal year ended 31 October, 2009.

Code of Ethics
 
The Company has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer. This Code of Ethics is filed herewith as an exhibit.
  
ITEM 11.  EXECUTIVE COMPENSATION
 
Compensation of Executive Officers
  
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the fiscal years ended October 31, 2009 and 2008 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):
 
14

 
SUMMARY COMPENSATION TABLE
 
Name and Principal Position
Year
Salary
($)
Bonus
($)
Stock Awards
(shares)
($)
Option Awards
($)
Non-Equity Incentive Plan Compensation ($)
Non-Qualified Deferred Compensation Earnings ($)
 
All Other Compensation ($)
   
Totals
($)
 
                           
Henry Ender 
CEO, Secretary,
and Director
2008
                60,000       60,000  
2009
                15,000       15,000  
                               
Fred Farnden President, CFO and Director
2008
                60,000       60,000  
2009
                15,000       15,000  
 
Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.  

Our officers and directors have not filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.
  
Certain Legal Proceedings
 
No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.
 
Option Grants Table. There were no individual grants of stock options to purchase our common stock made to the officers named in the Summary Compensation Table from January 1, 2009 through December 31, 2009.  

Aggregated Option Exercises and Fiscal Year-End Option Value Table. There were no stock options exercised during period ending December 31, 2009, by the officers named in the Summary Compensation Table.

Long-Term Incentive Plan (“LTIP”) Awards Table. There were no awards made to a named executive officer in the last completed fiscal year under any LTIP
 
Employment Agreement

None.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth the number and percentage of shares of our common stock, owned as of January 29, 2010, by all persons (i) known to us who own more than 5% of the outstanding number of such shares, (ii) by our directors, and (iii) by our officers and directors as a group. Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to the shares beneficially owned.
 
15

 
Security Ownership of Certain Beneficial Owners

Title of Class
Name and Address of Beneficial Owner
Amount and Nature
of Beneficial Ownership
Percentage of Class (1)
       
Common Stock
Canadian Endernational Limited
361 Connie Crescent
Concord, ON L4K-5R2
14, 667
37.09%

Security Ownership of Management
 
Title of Class
Name and address of Beneficial Owner (2)
Amount and Nature
of Beneficial Ownership
Percentage of Class (1)
       
Common Stock
Henry Ender (2)
26 Kendall St.
New Haven, Connecticut 06512
14,727
37.24%
       
Common Stock
Fred Farnden
8563 109B Street
Delta, BC V4C-4H4
14, 667
37.09%
       
Common Stock
All directors and officers as a group (2 persons)
29,394
74.26%

(1)
Based on 39,601 shares of our common stock outstanding.
   
(2)
Canadian Endernational Limited is controlled by Henry Ender and therefore Mr. Ender is deemed as the beneficial owner of the 14, 667 shares held in the name of Canadian Endernational Limited. Mr. Ender also controls Foodfest International 2000, Inc. and therefore Mr. Ender is deemed as the beneficial owner of the 50 shares held in the name of Foodfest International 2000, Inc. In addition, Mr. Ender’s wife, Yael Soglowek-Ender, personally owns 5 shares and she controls Canadian Triloon Corp. which owns 5 shares and therefore Mr. Ender is deemed to beneficially own these 10 shares. In total, Mr. Ender beneficially owns 14,727 shares.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company received commission income totalling $72,029 for the year ended 31 October 2009 (2008 - $422,675) from related companies controlled by directors of the Company.  Included in account receivable is $0 at 31 October 2009 (2008 - $542,060) from these related companies.

Beginning in November 2006, the Company began paying rent to a company controlled by the directors of the Company on a month-by-month basis for $1,500 per month.  The Company paid rent totalling $4,500 for the year ended 31 October 2009 (2008 - $18,000).

The Company paid $57,623 (2008 – $169,070) to a related company during the year for overhead expenses incurred on behalf of the Company. This amount is from the Company’s agreement where it will pay as overhead, 80% (2008 - 40%) of its revenue to the related company. This allows the Company the use of the personnel and office equipment, including phone, fax and other office equipment as needed. However this policy has been suspended.

The Company accrued fees for the officers and directors totaling $30,000 for the year ended 31 October 2009 (2008 - $120,000).

Effective February 1, 2009, Foodfest International 2000 Inc. (“Foodfest”), a company controlled by the directors, with the consent of the Company, has discontinued the commission agreement.

Effective July 2, 2009, Bandana Bandito, LLC (“Bandito”) and Coastal Water Seafoods Ltd. (“Coastal”), two companies controlled by the directors, with the consent of the Company, have discontinued the commission agreements.

Effective February 1, 2009, the officers and directors agreed to forgive the payment of $230,000 of accrued management fees which was owed to them and to cancel the existing management agreements. No new agreements have been entered into.

Effective February 1, 2009, the Company, with the consent of its related landlord, a company controlled by the directors, cancelled the existing rental agreement. No new rental agreement has been entered into.
 
16

 
Effective February 1, 2009, the Company, with the consent of a related party, a company controlled by the directors, has cancelled the overhead agreement. No new agreement has been entered into.

On February 1, 2009, the Company has forgiven $532,432 which was owed by a related party controlled by the directors due to the inability of the related party to repay the amount. During the year ended October 31, 2009, $12,013 of this bad debt was recovered.

On July 31, 2009, the Company has forgiven $7,345 which was owed by another two related parties controlled by the directors due to their inability to repay these amounts.
 
We were formed on September 20, 2006 and 14,667 shares were issued to Canadian Endernational Limited, which is controlled by Henry Ender. Other than the shares issued set forth herein there have been no other transactions with our promoters.
  
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
Audit Fees
 
For the Company’s fiscal year ended October 31, 2009 and October 31, 2008, we were billed $20,000 and $31,465, respectively, by our present principal accountant for professional services rendered for the annual audit and interim quarterly reviews of our financial statements. 

Tax Fees
 
For the Company’s fiscal year ended October 31, 2009 and 2008, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.
 
All Other Fees
 
The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal year ended October 31, 2009 and 2008.

Audit and Non-Audit Service Pre-Approval Policy

We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.
 
17


 
 PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a). Documents filed as part of this Annual Report:

1.Financial Statements

The audited financial statements filed in this Annual Report are listed on page F-1 hereof.

2. Financial Statement Schedules

The Supplemental Schedule of Cashflow Information appears on page F-5 hereof.
  
3. Exhibits
 
EXHIBIT NO.
DESCRIPTION
   
3.1
Articles of Incorporation (1)
3.2
By-Laws (1)
3.3
Memo regarding Management Compensation (2)
14.1 
Code of Ethics (3)
31.1
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
(1) filed as an exhibit to the SB-2 filed with the SEC on May 7, 2007
(2) filed as an exhibit to the SB-2/a4 filed with the SEC on November 19, 2007
(3) filed as an exhibit to the Form 10-K filed with the SEC on February 13, 2009
 

18

 

SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
 
Henya Food Corp.
 Dated:  January 29, 2010
By:
/s/ Henry Ender                              
 
Chief Executive Officer
   
By:
/s/ Fred Farnden                               
 
Chief Financial Officer
 
  
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Name
Title
Date
/s/ Henry Ender                                                         
Chief Executive Officer, Secretary and Director
January 29, 2010
Henry Ender
   
/s/ Fred Farnden                                                              
President, Chief Financial Officer, Principal Accounting Officer and Director
January 29, 2010
Fred Farnden
   


19