Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
(Mark
One)
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
|
FOR
THE QUARTERLY PERIOD ENDED MARCH 31, 2010
|
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
|
For
the transition period from ________ to ________
Commission
File Number 000-53625
PLANTATION LIFECARE
DEVELOPERS INC.
(Exact
name of small business issuer as specified in its charter)
DELAWARE
|
16-1614060
|
|
(State
of other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
7325
OSWEGO ROAD
LIVERPOOL, NY
13090
(Address
of principal executive offices)
(315)
451-4889
(Issuer's
telephone number)
Check
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes x No ¨
Indicate
by check mark whether the registrant is a shell company (as defined by
Rule 12b-2 of the Exchange Act).
Yes x No ¨
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 the definitions of “large accelerated filer”,
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one)
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
||
Non-accelerated
filer
|
¨
|
Smaller
reporting company
|
x
|
||
(Do
not check if a smaller reporting company)
|
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:
35,000,000
shares of Common Stock, par value $0.0004 per share, as of April 26,
2010.
PLANTATION
LIFECARE DEVELOPERS INC.
(A
Development Stage Company)
|
||
MARCH
31, 2010
|
||
Page
|
||
Item
1.
|
3-5
|
|
For the three months ended March 31, 2010 (Unaudited) and March 31, 2009 (Unaudited) | ||
For
the period from (inception) January 1, 2001 (Inception) to
March 31, 2010 (Unaudited)
|
||
For the three months ended March 31, 2010 (Unaudited) and March 31, 2009 (Unaudited) | ||
For
the cumulative period from January 1, 2001 (Inception) to March 31, 2010
(Unaudited)
|
||
6-7
|
||
Item
2.
|
8
|
|
Item
3.
|
12
|
|
Item
4.
|
12
|
|
|
||
Item
1.
|
13
|
|
Item1A
|
13
|
|
Item
2.
|
18
|
|
Item
3.
|
18
|
|
Item
4.
|
18
|
|
Item
5.
|
18
|
|
Item
6.
|
18
|
|
19
|
||
20-24
|
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND NOTES TO FINANCIAL
STATEMENTS
PLANTATION LIFECARE
DEVELOPERS, INC.
(A DEVELOPMENT STAGE
COMPANY)
BALANCE
SHEETS
(Unaudited)
|
||||||||
March
31,
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
|
$ | 17 | $ | 289 | ||||
Total
Current Assets
|
$ | 17 | $ | 289 | ||||
LIABILITIES
& STOCKHOLDER'S DEFICIT
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
Payable
|
$ | 1,852 | $ | 1,246 | ||||
Accounts
Payable - Related Party
|
4,700 | 3,687 | ||||||
Related
Party Note Payable
|
21,155 | 15,055 | ||||||
Interest
Payable- Related Party
|
2,296 | 1,486 | ||||||
Total
Liabilities
|
30,003 | 21,474 | ||||||
Stockholder's
Deficit
|
||||||||
Preferred
Stock, par value $.0004,
|
||||||||
10,000,000
shares Authorized , 0 shares Issued and
|
||||||||
Outstanding
at March 31, 2010 and December 31, 2009
|
- | - | ||||||
Common
Stock, par value $.0004,
|
||||||||
250,000,000
shares Authorized, 35,000,000 shares Issued and
|
||||||||
Outstanding
at March 31, 2010 and December 31, 2009
|
14,000 | 14,000 | ||||||
Additional
Paid-In Capital
|
1,022,464 | 1,022,464 | ||||||
Deficit
Accumulated During the Development Stage
|
(1,066,450 | ) | (1,057,649 | ) | ||||
|
||||||||
Total
Stockholder's Deficit
|
(29,986 | ) | (21,185 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDER'S DEFICIT
|
$ | 17 | $ | 289 |
The
accompanying notes are an integral part of these unaudited financial
statements
PLANTATION
LIFECARE DEVELOPERS, INC.
(A DEVELOPMENT STAGE
COMPANY)
STATEMENTS OF
EXPENSES
(Unaudited)
For
the Three Months Ended
|
For
the period from Inception
January
1, 2001
|
|||||||||||
March
31,
|
Through
|
|||||||||||
2010
|
2009
|
March
31, 2010
|
||||||||||
Revenues:
|
$ | - | $ | - | $ | - | ||||||
Expenses:
|
||||||||||||
Accounting
and bookkeeping
|
6,447 | 5,275 | 22,745 | |||||||||
Amortization
expense
|
- | - | 3,000 | |||||||||
Other General
and administrative expense
|
951 | 297 | 5,896 | |||||||||
Insurance
|
- | - | 471,948 | |||||||||
Legal
fee - Merger
|
- | - | 10,052 | |||||||||
Offering
cost
|
- | - | 411,286 | |||||||||
Outside
services
|
593 | 235 | 8,865 | |||||||||
Rent
expense
|
- | - | 1,260 | |||||||||
Travel
expense
|
- | - | 2,641 | |||||||||
Total
Operating Expenses
|
7,991 | 5,807 | 937,693 | |||||||||
Operating
Loss
|
(7,991 | ) | (5,807 | ) | (937,693 | ) | ||||||
Other Expense
|
||||||||||||
Interest
expense
|
(810 | ) | (93 | ) | (128,757 | ) | ||||||
Net
Loss
|
$ | (8,801 | ) | $ | (5,900 | ) | $ | (1,066,450 | ) | |||
Basic
& Diluted Loss per Common Share
|
$ | (0.00 | ) | $ | (0.00 | ) | N/A | |||||
Weighted
Average Common Shares
|
||||||||||||
Outstanding
|
35,000,000 | 35,000,000 | N/A |
The
accompanying notes are an integral part of these unaudited financial
statements
PLANTATION
LIFECARE DEVELOPERS, INC.
(A DEVELOPMENT STAGE
COMPANY)
STATEMENTS OF CASH
FLOWS
(Unaudited)
For
the period from Inception
|
||||||||||||
January
1, 2001
|
||||||||||||
For
the Three Months Ended
March
31,
|
Through
March
31, 2010
|
|||||||||||
2010
|
2009
|
|||||||||||
CASH FLOWS FROM OPERATING
|
||||||||||||
ACTIVITIES:
|
||||||||||||
Net
Loss
|
$ | (8,801 | ) | $ | (5,900 | ) | $ | (1,066,450 | ) | |||
Accrued
Interest Satisfied through Contributed Capital
|
- | - | 126,464 | |||||||||
Adjustments
to reconcile net loss to net cash
|
||||||||||||
provided
by operating activities:
|
||||||||||||
Changes
In:
|
||||||||||||
Accounts
Payable
|
606 | 90 | 1,852 | |||||||||
Accounts
Payable - Related Party
|
1,013 | 1,275 | 4,700 | |||||||||
Accrued
Interest
|
810 | 92 | 2,296 | |||||||||
Net
Cash Used in Operating Activities
|
(6,372 | ) | (4,443 | ) | (931,138 | ) | ||||||
CASH FLOWS FROM INVESTING
|
||||||||||||
ACTIVITIES
|
||||||||||||
Net
Cash Provided by Investing Activities
|
- | - | - | |||||||||
CASH FLOWS FROM FINANCING
|
||||||||||||
Proceeds
from Related Party Note Payable
|
6,100 | 4,430 | 21,155 | |||||||||
Proceeds
from Notes Payable
|
- | - | 896,000 | |||||||||
Proceeds
from Sale of Common Stock
|
- | - | 14,000 | |||||||||
|
||||||||||||
Net
Cash Provided (used) by Financing Activities
|
6,100 | (13 | ) | 931,155 | ||||||||
Net
(Decrease) Increase in Cash
|
(272 | ) | 14 | 17 | ||||||||
Cash
at Beginning of Period
|
289 | - | ||||||||||
Cash
at End of Period
|
$ | 17 | $ | 1 | $ | 17 | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
|
||||||||||||
Cash
paid during the year for:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Franchise
Taxes
|
$ | - | $ | - | $ | - | ||||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES
|
||||||||||||
Notes
Payable and Accrued Interest Satisfied through Contributed
Capital
|
$ | - | $ | - | $ | 1,022,464 |
The
accompanying notes are an integral part of these unaudited financial
statements
PLANTATION
LIFECARE DEVELOPERS, INC.
(A
Development Stage Company)
NOTES TO FINANCIAL
STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND
BASIS OF PRESENTATION
The
accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the SEC instructions to Form 10-Q. Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of only normal recurring adjustments)
considered necessary for a fair presentation have been included. Results for the
three-month ended March 31, 2010 are not necessarily indicative of
the results that may be expected for the full year. For further information,
refer to the financial statements and footnotes thereto included in Plantation
Lifecare Developers, Inc.’s Form 10-12G filed with SEC on April 14, 2009 and
Form 10-K filed with the SEC on February 16, 2010. Notes to the financial
statements which would substantially duplicate the disclosure required in
Plantation Lifecare Developers, Inc. fiscal 2009 financial statements have been
omitted.
NOTE 2 - GOING
CONCERN
As shown
in the accompanying financial statements, Plantation Lifecare Developers, Inc.
(hereto referred to as the “Company”) had negative working capital and an
accumulated deficit incurred through March 31, 2010, which raises substantial
doubt about its ability to continue as a going concern. The Company has incurred
net losses for the period from (inception) January 1, 2001 to March
31, 2010, has no revenues and requires additional financing in order to finance
its business activities on an ongoing basis. The Company’s future
capital requirements will depend on numerous factors including, but not limited
to, continued progress in finding a merger candidate and the pursuit of business
opportunities. The Company is actively pursuing alternative financing and has
had discussions with various third parties, although no firm commitments have
been obtained. In the interim, shareholders of the Company have
committed to meeting its minimal operating expenses. Management
believes that actions presently being taken to revise the Company’s operating
and financial requirements provide them with the opportunity to continue as a
going concern.
NOTE 3 – RELATED PARTY
TRANSACTIONS
An
Officer of the Company, Joseph Passalaqua, has advanced the Company
$21,155. These notes accrue simple interest at a rate of 18% annually
and are payable on demand. As of March 31, 2010 the Company owed
$21,155 related to these notes, and had accrued $2,296 in simple
interest.
As of
March 31, 2010, Plantation Lifecare Developers, Inc. incurred a liability to
Lyboldt-Daly, Inc. in the amount of $4,700. Lyboldt-Daly, Inc.
completed the bookkeeping and internal accounting for Plantation Lifecare
Developers, Inc. Joseph Passalaqua is President of Lyboldt-Daly, Inc.
and the President and a majority shareholder in Plantation Lifecare Developers,
Inc.
As of
March 31, 2010, all activities of Plantation Lifecare Developers, Inc. have been
conducted by corporate officers from either their homes or business
offices. Currently, there are no outstanding debts owed by Plantation
Lifecare Developers, Inc. for the use of these facilities and there are no
commitments for future use of the facilities.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
FORWARD
LOOKING STATEMENTS
This Form
10-Q contains forward-looking statements that involve risks and uncertainties.
You can identify these statements by the use of forward-looking words such as
"may," "will," "expect," "anticipate," "estimate," "continue," or other similar
words. You should read statements that contain these words carefully because
they discuss our future expectations, contain projections of our future results
of operations or financial condition or state other "forward-looking"
information. We believe that it is important to communicate our future
expectations to our investors. However, there may be events in the future that
we are unable to accurately predict or control. Those events as well as any
cautionary language in this registration statement provide examples of risks,
uncertainties and events that may cause our actual results to differ materially
from the expectations we describe in our forward-looking statements. You should
be aware that the occurrence of the events described in this Form 10-Q could
have a material adverse effect on our business, operating results and financial
condition.
BASIS
OF PRESENTATION
The
unaudited financial statements of Plantation Lifecare Developers Inc., a
Delaware corporation (“PLD”, “the Company”, “our”, or “we”), should be read in
conjunction with the notes thereto. In the opinion of management, the unaudited
financial statements presented herein reflect all adjustments (consisting only
of normal recurring adjustments) necessary for fair
presentation. Interim results are not necessarily indicative of
results to be expected for the entire year.
We
prepare our financial statements in accordance with U.S. generally accepted
accounting principals, which require that management make estimates and
assumptions that affect reported amounts. Actual results could differ
from these estimates.
Certain
statements contained below are forward-looking statements (rather than
historical facts) that are subject to risks and uncertainties that could cause
actual results to differ materially from those described in the forward-looking
statements.
DESCRIPTION
OF BUSINESS
We (or
the “Company”) were incorporated as “Continental Exchange Corporation” in the
State of Delaware on October 26, 1927.
Later
that year, we changed our name to “Northern Exchange
Corporation”. Our original purpose was to use our acquired capital to
merge with or acquire any other lawful business or enterprise, the nature of
which was left unstated. Being unable to achieve this intended
purpose, we ceased operations and became dormant in 1943, having no assets or
liabilities.
We
remained in this condition until, December 30, 1980, when we were reinstated in
the State of Delaware and our corporate name was changed to “Everest
International Incorporated”. In 1988, our name was once again changed
to “Comstock Resources Corporation” and then to “Comstock International,
Inc.”. In 2000, our name was changed to “Copernicus International,
Inc.”.
On
October 29 2001, pursuant to an Agreement of Merger we merged into Plantation
Lifecare Developers, Inc., a Delaware developing stage company, with the
surviving corporation being Plantation Lifecare Developers,
Inc.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION (CONTINUED)
DESCRIPTION
OF BUSINESS (Continued)
On
November 8, 2001, a Certificate of Merger and Amended and Restated Certificate
of Incorporation were filed with the State of Delaware. We intended to construct
and operate life care communities which combine modern, specially
designed resort villas, access to assisted-care living and modern
skilled nursing hospitals in the Caribbean and South America. Since 2001, we had
not commenced planned principal operations.
On
October 29, 2008 a Certificate of Revival and Renewal was filed with the State
of Delaware.
On April
14, 2009 the Company filed a Registration Statement to become a reporting
company. For the past 28 years, we have been dormant company, and
accordingly, a development stage company, having not attained any significant
revenue or operations.
We are
presently seeking a merger, acquisition or other business combination
transaction with a privately owned entity seeking to become a publicly owned
entity. Our current principal business activity is to seek a suitable
acquisition candidate through acquisition, merger, reverse merger or other
suitable business combination method.
We are a
shell company as defined under Rule 12b-2 of the Exchange Act in that we are a
registrant, other than an asset-backed issuer, that have 1) no or nominal
operations; and 2) either i) no or nominal assets; ii) assets consisting solely
of cash and cash equivalents; or iii) assets consisting of any amount of cash
and cash equivalents and nominal other assets.
We have
very limited capital, and it is unlikely that we will be able to take advantage
of more than one such business opportunity. We intend to seek
opportunities demonstrating the potential of long-term growth. Now,
we have not yet identified any business opportunity that we plan to pursue, nor
have we reached any agreement or definitive understanding with any person
concerning an acquisition.
On April
14, 2009, we filed a Registration Statement on Form 10SB (File No.: 0-52269), or
the Registration Statement, with the Securities and Exchange Commission, or the
SEC, to register our common stock under Section 12(g) of the
Securities Exchange Act of 1934, as amended, or the Exchange Act. The
Registration Statement went effective by operation of law in 60 days on June 13,
2009, or the Effective Date. Since the Effective Date of the
Registration Statement, we have become a reporting company under the Securities
Exchange Act and are responsible for preparing and filing periodic and current
reports under the Exchange Act with the SEC.
Any
person or entity may read and copy our reports with the Securities and Exchange
Commission at the SEC's Public Reference Room at 100 F Street N.E., Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Room by calling the SEC toll free at 1-800-SEC-0330. The SEC also maintains an
Internet site at http://www.sec.gov where reports, proxies and informational
statements on public companies may be viewed by the
public.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION (CONTINUED)
GOING
CONCERN QUALIFICATION
Several
conditions and events cast substantial doubt about the Company’s ability to
continue as a going concern. The Company has incurred net losses of
approximately $1,066,000 for the period from January 1, 2001 to March 31, 2010,
has no revenues and requires additional financing in order to finance its
business activities on an ongoing basis. The Company’s future capital
requirements will depend on numerous factors including, but not limited to,
continued progress in finding a merger candidate and the pursuit of business
opportunities. The Company is actively pursuing alternative financing and has
had discussions with various third parties, although no firm commitments have
been obtained. In the interim, shareholders of the Company have
committed to meeting its minimal operating expenses. Management
believes that actions presently being taken to revise the Company’s operating
and financial requirements provide them with the opportunity to continue as a
going concern. At December 31, 2009, we had $289 cash on hand, and an
accumulated deficit of $1,057,649. At March 31, 2010, we had $17 cash
on hand, and an accumulated deficit of $1,066,450. See “Liquidity and
Capital Resources.”
LIQUIDITY
AND CAPITAL RESOURCES
At March
31, 2010, we had $17 cash on hand and an accumulated deficit of
$1,066,450. Our primary source of liquidity for the current quarter
has been from borrowing from a Joseph C. Passalaqua, a principal stockholder. As
of March 31, 2010 we have notes payable to Joseph C. Passalaqua in the amount
$21,155. These notes bear a simple interest rate of 18% per annum and
are payable upon demand. As of March 31, 2010 the accrued interest on these
notes was $2,296.
Net cash
used in operating activities was $6,372 during the three-month period ended
March 31, 2010.
Net cash
provided by investing activities was $0 during the three-month period ended
March 31, 2010.
Net cash
provided by financial activities was $6,100 during the three-month period ended
March 31, 2010.
Our
expenses to date are largely due to professional fees that include accounting
and legal fees.
To date,
we have had minimal revenues; and we require additional financing in order to
finance our business activities on an ongoing basis. Our future
capital requirements will depend on numerous factors including, but not limited
to, continued progress in finding a merger candidate and the pursuit of business
opportunities. We are actively pursuing alternative financing and have had
discussions with various third parties, although no firm commitments have been
obtained to date. In the interim, shareholders of the Company have
committed to meet our minimal operating expenses. We believe that
actions presently being taken to revise our operating and financial requirements
provide them with the opportunity to continue as a “going concern,” although no
assurances can be given.
NET
LOSS FROM OPERATIONS
The
Company has a cumulative net loss of $1,066,450 as of March 31,
2010. The company had net loss of $8,801 for three months ended March
31, 2010 as compared to a net loss of $5,900 for the three months ended March
31, 2009.
CASH
FLOW
Our
primary source of liquidity has been cash from shareholder
loans.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION (CONTINUED)
WORKING
CAPTIAL
We had
current assets of $289 and current liabilities of $21,474 resulting in a working
capital deficit of $21,185 for the year ended December 31, 2009. We
had current assets of $17 and current liabilities of $30,003, which results in
working capital deficit of $29,986 for the three months ended March 31,
2010.
THREE
MONTHS ENDED MARCH 31, 2010 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2009
OPERATING
AND ADMINISTRATIVE EXPENSES
Operating expenses
increased by $2,184, or approximately 38%, from $5,807 in the three months
ended March 31, 2009 to $7,991 in the three months ended March 31,
2010. Operating expenses primarily consist of other
general and administrative expenses (G&A), outside services, and
professional fees. Other G&A expenses, made up primarily of office expense
and postage and delivery expenses and franchise tax, increased by $654, from
$297 in the three months ended March 31, 2009 to $951 in the three months ended
March 31, 2010. Professional fees, made up of accounting and legal fees
increased by $1,172, from $5,275 in the three months ended March 31, 2009 to
$6,447 in the three months ended March 31, 2010. These are fees we pay to
accountants and attorneys throughout the year for performing various tasks.
Outside services, made up primarily of stock transfer company fees and
incorporating services expenses, increased by $358, from $235 in the three
months ended March 31, 2009 to $593 in the three months ended March 31,
2010. The bulk of the increase in expense was due to the Company’s
accounting fees in 2010, when comparing the same three month period in
2009.
COMMON
STOCK
Our board
of directors is authorized to issue 250,000,000 shares of common stock, with a
par value of $0.0004. There are an aggregate of 35,000,000 shares of Common
Stock issued and outstanding, which are held by 268 stockholders as of the date
of this Quarterly Report. All shares of our common stock have one
vote per share on all matters, including election of directors, without
provision for cumulative voting. The common stock is not redeemable and has no
conversion or preemptive rights. The common stock currently outstanding is
validly issued, fully paid and non-assessable. In the event of liquidation of
the Company, the holders of common stock will share equally in any balance of
the Company's assets available for distribution to them after satisfaction of
creditors and preferred stockholders, if any. The holders of our common stock
are entitled to equal dividends and distributions per share with respect to the
Common Stock when, as and if, declared by the board of directors from funds
legally available.
PREFERRED
STOCK
Our
Original Certificate of Incorporation did not provide for the issuance of
Preferred Stock. On November 8, 2001, a Certificate of Amendment was
filed with the State of Delaware that stated that the Corporation shall have the
authority to issue 260,000,000 shares of capital stock, of which 10,000,000
shares are authorized as Preferred Stock with the par value of $0.0004 per
share. There are an aggregate of 0 shares of Preferred Stock issued
and outstanding as of the date of this Quarterly Filing.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Market
risk is the risk of loss from adverse changes in market prices and rates. The
Company’s market risk arises primarily from the fact that the area in which we
do business is highly competitive and constantly evolving. We face competition
from the larger and more established companies -- from companies that develop
new technology, as well as the many smaller companies throughout the
country.
We face
competition from the larger and more established companies, from companies that
develop new technology, as well as the many smaller companies throughout the
country. For example, the last several years have shown an increase in the use
of larger online sources such as Overstock.com and Ebay.com. These increases cut
into our potential customer base. Companies who have a larger sales force, more
money, larger manufacturing capabilities and greater ability to expand their
markets also cut into our potential customers. Many of our competitors have
longer operating histories, significantly greater financial strength, nationwide
advertising coverage, brand identification and other resources that we do not
have. Our competitors might introduce less expensive or more improved
merchandise. These, as well as other factors, can negatively impact our business
strategy. The competition from larger overstock companies is a very
serious threat that can result in substantially less revenue.
ITEM
4. CONTROLS AND PROCEDURES
The
Company's Chief Executive Officer is responsible for establishing and
maintaining disclosure controls and procedures for the Company.
Evaluation
of Disclosure Controls and Procedures
Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the United States Securities
and Exchange Commission. Our Chief Executive Officer and Chief
Financial Officer have reviewed the effectiveness of our “disclosure controls
and procedures” (as defined in the Securities Exchange Act of 1934 Rules
13a-15(f) and 15d-15(f) as of the end of the period covered by this report and
have concluded that the disclosure controls and procedures are effective to
ensure that material information relating to the Company is recorded, processed,
summarized, and reported in a timely manner.
Changes
in Internal Controls over Financial Reporting
There
have been no changes in the Company’s internal control over financial reporting
during the last quarterly period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
In
addition to the other information in this report, the following risks should be
considered carefully in evaluating our business and prospects as our Company is
subject to numerous risk factors, including, but not limited to, the
following:
Our
limited operating history makes its potential difficult to assess.
We have
no assets or financial resources. We will, in all likelihood, continue to
sustain operating expenses without corresponding revenue, at least until the
consummation of a business combination. This will most likely result in the
Company incurring a net operating loss, which will increase continuously until
we can consummate a business combination with a target company. There is no
assurance that we can identify such a target company and consummate such a
business combination.
We
have no agreement for a business combination and no minimum requirements for a
business combination.
We have
no current
arrangement, agreement or understanding with respect to engaging in a business
combination with a specific entity. There can be no assurance that we will be
successful in identifying and evaluating suitable business opportunities
or in concluding a business combination. No particular industry or specific
business within an industry has been selected for a target company. We have not
established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria which we will require a target
company to have achieved, or without which we would not consider a business
combination with such business entity. Accordingly, we may enter into a business
combination with a business entity having no significant operating history,
losses, limited or no potential for immediate earnings, limited assets, negative
net worth or other negative characteristics. There is no assurance that we will
be able to negotiate a business combination on terms favorable to
us.
There
is no assurance of success or profitability of the Company.
There is
no assurance that we will acquire a favorable business opportunity. Even
if we should become involved in a business opportunity, there is no assurance
that we will generate revenue or profits, or that the market price of our
outstanding shares will be increased thereby. The type of business to be
acquired may be one that desires to avoid effecting its own public offering and
the accompanying expense, delays, uncertainties and federal and state
requirements which purport to protect investors. Because of our limited capital,
it is more likely than not that any acquisition by the Company will involve
other parties whose primary interest is the acquisition of control of a publicly
traded company. Moreover, any business opportunity acquired may be currently
unprofitable or present other negative factors.
We
may not be able to diversify its business.
Because
we have limited financial resources, it is unlikely that we will be able to
diversify our acquisitions or operations. Our probable inability to diversify
our activities into more than one area will subject us to economic fluctuations
within a particular business or industry and therefore increase the risks
associated with our operations.
ITEM
1A. RISK FACTORS (CONTINUED)
We
have limited officers and directors.
Because
management consists of limited persons, while seeking a business combination,
Joseph C. Passalaqua, the President of the Company, will be the main person
responsible in conducting the day-to-day operations of the Company. We do not
benefit from having access to multiple judgments that a greater number of
directors or officers would provide, and we will rely completely on the judgment
of our one officer and director when selecting a target company. Mr. Passalaqua
anticipates devoting only a limited amount of time per month to the business of
the Company. Mr. Passalaqua has not entered into a written employment agreement
with the Company and he is not expected to do so. We do not anticipate obtaining
key man life insurance on Mr. Passalaqua. The loss of the services of Mr.
Passalaqua would adversely affect development of our business and our likelihood
of continuing operations.
We
depend on management and management's participation is limited.
We will
be entirely dependent upon the experience of our officers and directors in
seeking, investigating, and acquiring a business and in making decisions
regarding our operations. It is possible that, from time to time, the inability
of such persons to devote their full time attention to the Company will cause
the Company to lose an opportunity.
Conflicts
of interest exist between the Company and its management.
Certain
conflicts of interest exist between the Company and its officer and director. He
has other business interests to which he currently devotes attention, and is
expected to continue to do so. As a result, conflicts of interest may arise that
can be resolved only through his exercise of judgment in a manner that is
consistent with his fiduciary duties to the Company.
It is
anticipated that our principal stockholders may actively negotiate or otherwise
consent to the purchase of a portion of their common stock as a condition to, or
in connection with, a proposed merger or acquisition transaction. In this
process, our principal stockholders may consider their own personal pecuniary
benefit rather than the best interest of other Company shareholders. Depending
upon the nature of a proposed transaction, Company stockholders other than the
principal stockholders may not be afforded the opportunity to approve or consent
to a particular transaction.
We
may need additional financing.
We have
very limited funds, and such funds, may not be adequate to take advantage of any
available business opportunities. Even if our currently available funds prove to
be sufficient to pay for our operations until we are able to acquire an interest
in, or complete a transaction with, a business opportunity, such funds will
clearly not be sufficient to enable it to exploit the opportunity. Thus, the
ultimate success of the Company will depend, in part, upon our availability to
raise additional capital. In the event that we require modest amounts of
additional capital to fund its operations until we are able to complete a
business acquisition or transaction, such funds, are expected to be provided by
the principal shareholders. However, we have not investigated the availability,
source, or terms that might govern the acquisition of the additional capital,
which is expected to be required in order to exploit a business opportunity, and
will not do so until we have determined the level of need for such additional
financing. There is no assurance that additional capital will be available from
any source or, if available, that it can be obtained on terms acceptable to the
Company. If not available, our operations will be limited to those that can be
financed with our modest capital.
ITEM
1A. RISK FACTORS (CONTINUED)
We
may need to depend upon outside advisors.
To
supplement the business experience of our officer and director, we may be
required to employ accountants, technical experts, appraisers, attorneys, or
other consultants or advisors. The selection of any such advisors will be made
by our officers, without any input by shareholders. Furthermore, it is
anticipated that such persons may be engaged on an as needed basis without a
continuing fiduciary or other obligation to the Company. In the event the
officers of the Company consider it necessary to hire outside advisors, they may
elect to hire persons who are affiliates, if those affiliates are able to
provide the required services.
It is
also required that disclosure be made as to the risks of investing in penny
stock and the commissions payable to the broker-dealer, as well as current price
quotations and the remedies and rights available in cases of fraud in penny
stock transactions. Statements, on a monthly basis, must be sent to the investor
listing recent prices for the Penny Stock and information on the limited market.
Shareholders should be aware that, according to Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i) control
of the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differential and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker dealers
after prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. We are
aware of the abuses that have occurred historically in the penny stock market.
Although we do not expect to be in a position to dictate the behavior of the
market or of broker-dealers who participate in the market, we will strive within
the confines of practical limitations to prevent the described patterns from
being established with respect to our securities.
We
may have significant competition for business opportunities and combinations and
may be at a competitive disadvantage in completing a business
combination.
We are
and will continue to be an insignificant participant in the business of seeking
mergers with and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital firms are
active in mergers and acquisitions of companies. Nearly all such entities have
significantly greater financial resources, technical expertise and managerial
capabilities than us and, consequently, we will be at a competitive disadvantage
in identifying possible business opportunities and successfully completing a
business combination. Moreover, we will also compete in seeking merger or
acquisition candidates with other public shell companies, some of which may also
have funds available for use by an acquisition candidate.
ITEM
1A. RISK FACTORS (CONTINUED)
The
reporting requirements imposed upon us may delay or preclude our ability to
enter into a business combination.
Pursuant
to the requirements of Section 13 of the Exchange Act, we are required to
provide certain information about significant acquisitions including audited
financial statements of the acquired company. Because we are a shell company,
these audited financial statements must be furnished within four business days
following the effective date of a business combination. Obtaining audited
financial statements are the economic responsibility of the target company. The
additional time and costs that may be incurred by some potential target
companies to prepare such financial statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by us.
Acquisition prospects that do not have or are unable to obtain the required
audited statements may not be appropriate for acquisition so long as the
reporting requirements of the Exchange Act are applicable. Notwithstanding a
target company’s agreement to obtain audited financial statements within the
required time frame, such audited financials may not be available to us at the
time of effecting a business combination. In cases where audited financials are
unavailable, we will have to rely upon un-audited information that has not been
verified by outside auditors in making our decision to engage in a transaction
with the business entity. This risk increases the prospect that a business
combination with such a business entity might prove to be an unfavorable one for
us.
We
lack market research and a marketing organization.
We have
neither conducted, nor have others made available to it, market research
indicating that demand exists for the transactions contemplated by the Company.
In the event demand exists for a transaction of the type contemplated by the
Company, there is no assurance the Company will be successful in completing any
such business combination.
It
is probable that there will be a change in control of the Company and/or
management.
In
conjunction with completion of a business acquisition, it is anticipated that we
will issue an amount of our authorized, but un-issued common stock that
represents the greater majority of the voting power and equity of the Company,
which will, in all likelihood, result in stockholders of a target company
obtaining a controlling interest in the Company. As a condition of the business
combination agreement, the current stockholder(s) of the Company may agree to
sell or transfer all or a portion of our common stock he/they own(s) so to
provide the target company with all or majority control. The resulting change in
control of the Company will likely result in removal of the present officers and
directors of the Company and a corresponding reduction in or elimination of
his/their participation in the future affairs of the Company.
Stockholders
will likely suffer a dilution of the value of their shares upon a business
combination.
A
business combination normally will involve the issuance of a significant number
of additional shares. Depending upon the value of the assets acquired in such
business combination, the per-share value of our common stock may increase or
decrease, perhaps significantly.
No
public market exists and no public market may develop for the Company’s common
stock.
There is
currently no public market for our common stock, and no assurance can be given
that a market will develop or that a shareholder ever will be able to liquidate
his investment without considerable delay, if at all. If a market should
develop, the price may be highly volatile. Factors such as those discussed in
this "Risk Factors” section may have a significant impact upon the market price
of the securities offered hereby. Owing to the low price of the securities, many
brokerage firms may not be willing to effect transactions in the securities.
Even if a purchaser finds a broker willing to effect a transaction in these
securities, the combination of brokerage commissions, state transfer taxes, if
any, and any other selling costs may exceed the sales proceeds.
ITEM
1A. RISK FACTORS (CONTINUED)
Registration
of shares of the Company's common stock may be required for resale.
It is the
Commission's position that securities issued by a "shell" company such as
Plantation Lifecare Developers, Inc., cannot be sold under the exemption from
registration provided by Rule 144 promulgated under the Securities Act of 1933
(the "Act"), but must be registered under the Securities Act of 1933.
Accordingly, the securities sold to our affiliates may have to be registered
under the Act prior to resale. Any other securities issued to individuals in the
capacity of management, affiliates, control persons and promoters may also have
to be registered prior to resale and shall be issued with appropriate restricted
legend to reflect the registration requirements.
There may
be restrictions imposed by states on the sale of common stock by
investors.
Because
the securities registered hereunder have not been registered for resale under
the Blue Sky laws of any state, the holders of such shares and persons who
desire to purchase them in any trading market that might develop in the future,
should be aware, that there may be significant state Blue Sky law restrictions
upon the ability of investors to sell the securities and of purchasers to
purchase the securities. Accordingly, investors should consider the secondary
market for our securities to be a limited one.
We
may be subject to additional risks because of doing business in a foreign
country.
We may
effectuate a business combination with a merger target whose business operations
or even headquarters, place of formation or primary place of business are
located outside the United States of America. In such event, we may face the
significant additional risks associated with doing business in that country. In
addition to the language barriers, different presentations of financial
information, different business practices, and other cultural differences and
barriers that may make it difficult to evaluate such a merger target, ongoing
business risks result from the international political situation, uncertain
legal systems and applications of law, prejudice against foreigners, corrupt
practices, uncertain economic policies and potential political and economic
instability that may be exacerbated in various foreign countries.
The
consummation of a business combination may subject us and our stockholders to
federal and state taxes.
Federal
and state tax consequences will, in all likelihood, be major considerations in
any business combination that we may undertake. Currently, such transactions may
be structured to result in tax-free treatment to both companies, pursuant to
various federal and state tax provisions. We intend to structure any business
combination so as to minimize the federal and state tax consequences to both the
Company and the target entity; however, there can be no assurance that such
business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes, which may have an adverse
effect on both parties to the transaction.
The
regulation of Penny Stocks.
The
Securities and Exchange Commission (the “Commission") has adopted a number of
rules to regulate “penny stocks." Such rules include Rule 3a51-1 and Rules 15g-1
through 15g-9 under the Securities Exchange Act of 1934, as amended. Because our
securities may constitute “penny stocks" within the meaning of the rules (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, largely traded in the National
Association of Securities Dealers’ (NASD) OTC Bulletin Board or the "Pink
Sheets", the rules may apply to us and to our securities.
ITEM
1A. RISK FACTORS (CONTINUED)
The
regulation of Penny Stocks. (Continued)
The
Commission has adopted Rule 15g-9 that established sales practice requirements
low price securities. Unless the transaction is, exempt, it shall be unlawful
for a broker or dealer to sell a penny stock to, or to effect the purchase of a
penny stock by, any person unless prior to the transaction: (i) the broker or
dealer has approved the person’s account for transactions in penny stock
pursuant to this rule and (ii) the broker or dealer has received from the person
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 stock, the broker or
dealer must: (a) obtain from the person information concerning the person's
financial situation, investment experience, and investment objectives; (b)
reasonably determine that transactions in penny stock are suitable for that
person, and that the person has sufficient knowledge and experience in financial
matters that the person reasonably may be expected to be capable of evaluating
the risks of transactions in penny stock; (c) deliver to the person a written
statement setting forth the basis on which the broker or dealer made the
determination (i) stating in a highlighted format that it is unlawful for the
broker or dealer to affect a transaction in penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement to the
transaction from the person; and (ii) stating in a highlighted format
immediately preceding the customer signature line that (iii) the broker or
dealer is required to provide the person with the written statement; and (iv)
the person should not sign and return the written statement to the broker or
dealer if it does not accurately reflect the person’s financial situation,
investment experience, and investment objectives; and (d) receive from the
person a manually signed and dated copy of the written statement.
ITEM 2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
During
the three months ended March 31, 2010 there were no sales of
securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
None.
ITEM 5. OTHER INFORMATION
PART III EXHIBITS.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The
following exhibits required by Item 601 of Regulation S-B are
attached.
Exhibit
No.
|
Description
|
|
Certificate
of Incorporation*
|
||
3.1
|
Certificate
of Merger and Amended and Restated Certificate of
Incorporation*
|
|
3.2
|
Certificate
of Renewal and Revival of Certificate of Incorporation*
|
|
3.3
|
By-laws*
|
|
4.1
|
Form
of Common Stock Certificate*
|
|
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PLANTATION LIFECARE DEVELOPERS,
INC.
|
||||
Date:
April 26,2010
|
By:
|
/s/
Joseph C. Passalaqua
|
|
|
Name:
|
Joseph
C. Passalaqua
|
|||
Title:
|
President
(Principal
Executive Officer)
|
PLANTATION LIFECARE DEVELOPERS,
INC.
|
||||
Date:
April 26,2010
|
By:
|
/s/
Ray Willenberg Jr.
|
|
|
Name:
|
Ray
Willenberg Jr.
|
|||
Title:
|
Secretary
and Director
(Principal
Financial Officer)
|