Attached files

file filename
EX-31 - eCareer Holdings, Inc.ex31q110.txt
EX-32 - eCareer Holdings, Inc.ex32q110.txt

               U.S. SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549

                              FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     FOR THE QUARTERLY PERIOD ENDED:  March 31, 2010
                                  OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
                 COMMISSION FILE NUMBER:  333-126514

                     BAROSSA COFFEE COMPANY, INC.
        (Exact name of registrant as specified in its charter)

           NEVADA                                    20-2641871
     (State or other jurisdiction                 (I.R.S. Employer
     of incorporation or organization)            Identification No.)

         311 S. State, Suite 460, Salt Lake City, Utah 84111
               (Address of principal executive offices)

                             (801) 364-9264
         (Registrant's telephone number, including area code)

    (Former name or former address, if changed since last report)

Check whether the issuer (1) 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 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.

     Large accelerated filer                 Accelerated filer
     Non-accelerated filer                   Smaller reporting company   X

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

Number of shares outstanding of the Issuer's common stock as of March 31,
2010: 2,334,100


FORWARD-LOOKING STATEMENT NOTICE When used in this report, the words "may," "will," "expect," "anticipate,""continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect the Company's future plan of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or results of operations. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date the statement was made. PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS See attached.
BAROSSA COFFEE COMPANY, INC. [A Development Stage Company] UNAUDITED CONDENSED FINANCIAL STATEMENTS MARCH 31, 2010
BAROSSA COFFEE COMPANY, INC. [A Development Stage Company] CONTENTS PAGE _ Unaudited Condensed Balance Sheets, March 31, 2010 2 and June 30, 2009 - Unaudited Condensed Statements of Operations, for the three and nine months ended March 31, 2010 and 2009 and from inception on March 24, 2005 through March 31, 2010 3-4 - Unaudited Condensed Statements of Cash Flows, for the nine months ended March 31, 2010 and 2009 and from inception on March 24, 2005 through March 31, 2010 5 - Notes to Unaudited Condensed Financial Statements 6-8
BAROSSA COFFEE COMPANY, INC. [A Development Stage Company] UNAUDITED CONDENSED BALANCE SHEETS March 31, June 30, 2009 2009 (Unaudited) ________ ________ ASSETS Current Assets Cash $ 6,289 $ 3,460 ________ ________ Total Current Assets 6,289 3,460 ________ ________ Total Assets $ 6,289 $ 3,460 ________ ________ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts Payable $ 2,900 $ 2,800 Interest Payable 1,214 1,023 Loans Payable -- related parties 4,240 4,240 ________ ________ Total Current Liabilities 8,354 8,063 ________ ________ Stockholders' Equity (Deficit) Preferred stock, $.001 par value, 1,000,000 shares authorized, no shares issued and outstanding $ - $ - Common stock, $.001 par value, 50,000,000 shares authorized, 2,334,100 and 2,184,000 shares issued and outstanding , respectively 2,334 2,184 Capital in excess of par value 128,228 113,368 (Deficit) accumulated during the development stage (132,627) (120,155) ________ ________ Total Stockholders' Equity (Deficit) (2,065) (4,603) ________ ________ Total Liabilities and Stockholders' Equity (Deficit) $ 6,289 $ 3,460 ________ ________ The accompanying notes are an integral part of these unaudited condensed financial statements. -2-
BAROSSA COFFEE COMPANY, INC. [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF OPERATIONS From Inception For the Three For the Nine on March 24, Months Ended Months Ended 2005 March 31, March 31, Through __________________ ____________________ March 31, 2010 2009 2010 2009 2010 ________ ________ _________ _________ _________ REVENUE $ - $ - $ - $ - $ - ________ ________ _________ _________ _________ COST OF GOODS SOLD - - - - - ________ ________ _________ _________ _________ GROSS PROFIT - - - - - EXPENSES: General and administrative 5,031 2,600 12,281 10,044 75,898 ________ ________ _________ _________ _________ LOSS FROM OPERATIONS (5,031) (2,600) (12,281) (10,044) (75,898) OTHER (EXPENSE) Interest expense (63) (63) (191) (190) (1,214) ________ ________ _________ _________ _________ LOSS BEFORE INCOME TAXES (5,094) (2,663) (12,472) (10,234) (77,112) CURRENT TAX EXPENSE - - - - - DEFERRED TAX EXPENSE - - - - - ________ ________ _________ _________ _________ LOSS FROM CONTINUING OPERATIONS (5,094) (2,663) (12,472) (10,234) (77,112) ________ ________ _________ _________ _________ DISCONTINUED OPERATIONS: Loss from operations of discontinued coffee sales business (net of $0 in income taxes - - - - (11,087) Gain (loss) on disposal of discontinued operations (net of $0 in income taxes) - - - - - ________ ________ _________ _________ _________ LOSS FROM DISCONTINUED OPERATIONS - - - - (11,087) ________ ________ _________ _________ _________ NET LOSS $(5,094) $(2,663) $(12,472) $(10,234) $(88,199) ________ ________ _________ _________ _________ The accompanying notes are an integral part of these unaudited condensed financial statements. -3-
BAROSSA COFFEE COMPANY, INC. [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF OPERATIONS [CONTINUED] For the Three For the Nine Months Ended Months Ended March 31, March 31, __________________ ____________________ 2010 2009 2010 2009 ________ ________ _________ _________ LOSS PER COMMON SHARE: Continuing operations $ (.00) $ (.00) $ (.01) $ (.00) Discontinued operations (.00) (.00) (.00) (.00) ________ ________ _________ _________ Net Loss Per Common Share $ (.00) $ (.00) $ (.01) $ (.00) ________ ________ _________ _________ The accompanying notes are an integral part of these unaudited condensed financial statements. -4-
BAROSSA COFFEE COMPANY, INC. [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS For the Nine From Inception Months Ended on March 24, March 31, 2005 Through ______________________ March 31, 2010 2009 2010 _________ _________ _________ Cash Flows from Operating Activities: Net loss $(12,472) $(10,234) $(88,199) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation - - 8,558 Changes in assets and liabilities: (Decrease)/increase in accounts payable 100 (575) 10,305 (Increase) in deposits - - (865) Increase in accrued interest payable 191 189 1,440 Decrease in subsidiary cash upon disposal - - (1,281) _________ _________ _________ Net Cash (Used) by Operating Activities (12,181) (10,620) (70,042) _________ _________ _________ Cash Flows from Investing Activities: Acquisition of property and equipment - - (69,561) Refund on property and equipment costs - - 8,990 _________ _________ _________ Net Cash Provided (Used) by Investing Activities - - (60,571) _________ _________ _________ Cash Flows from Financing Activities: Proceeds from common stock issuance 15,010 12,600 130,762 Proceeds from notes payable - - 12,750 Reduction in notes payable - - (6,610) _________ _________ _________ Net Cash Provided (Used) by Financing Activities 15,010 12,600 136,902 _________ _________ _________ Net Increase (Decrease) in Cash 2,829 1,980 6,289 Cash at Beginning of Period 3,460 3,754 - _________ _________ _________ Cash at End of Period $ 6,289 $ 5,734 $ 6,289 _________ _________ _________ Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest $ - $ - $ - Income taxes $ - $ - $ - Supplemental Schedule of Non-cash Investing and Financing Activities: For the nine months ended March 31, 2010: None. For the nine months ended March 31, 2009: None. The accompanying notes are an integral part of these unaudited condensed financial statements. -5-
BAROSSA COFFEE COMPANY, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization - Barossa Coffee Company, Inc. ("Parent") was organized under the laws of the State of Nevada on March 24, 2005. Alchemy Coffee Company, Inc. ("Subsidiary") was organized under the laws of the State of Utah on April 22, 2005 as a wholly-owned subsidiary of Parent. In October 2006 the Parent and Subsidiary entered into an agreement to terminate their relationship. Barossa Coffee Company, Inc. and Subsidiary (the "Company") previously sold coffee beans and espresso related beverages. The Company has not yet generated significant revenues from their planned principal operations and is considered a development stage company as defined in Accounting Standards Codification Topic 915. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors. Consolidation - The financial statements include the operations of Parent and its wholly-owned Subsidiary through September 30, 2006. The operations of subsidiary were discontinued effective September 30, 2006. All significant inter-company transactions have been eliminated in consolidation. Condensed Financial Statements - The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2010 have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2009 audited financial statements. The results of operations for the period ended March 31, 2010 are not necessarily indicative of the operating results for the full year. NOTE 2 - RELATED PARTY TRANSACTIONS Management Compensation - The Company has not paid any compensation to its officers and directors, as the services provided by them to date have only been nominal. Loans Payable - The Company's loan payable is due to a shareholder, has an interest rate of 6%, is due on demand, and is unsecured with a balance due of $4,240 and accrued interest of $1,214 and $1,023 at March 31, 2010 and June 30, 2009, respectively. -6-
BAROSSA COFFEE COMPANY, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 3 - GOING CONCERN The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since inception and has not yet been successful at establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. NOTE 4 - LOSS PER SHARE The following data show the amounts used in computing loss per share: For the Three For the Nine Months Ended Months Ended March 31, March 31, ____________________ ____________________ 2010 2009 2010 2009 _________ _________ _________ _________ Loss from continuing operations $ (5,094) $ (2,663) $(12,472) $(10,234) Loss from discontinued operations - - - - _________ _________ _________ _________ Loss available to common shareholders (numerator) $ (5,094) $ (2,663) $(12,472) $(10,234) _________ _________ _________ _________ Weighted average number of common shares outstanding used in loss per share during the period (denominator) 2,270,724 2,184,000 2,212,762 2,122,839 _________ _________ _________ _________ Dilutive loss per share was not presented; as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share. NOTE 5 - COMMON STOCK ISSUANCE On November 10, 2008 the Company sold 126,000 shares of its restricted common stock at $.10 per share of which $126 was credited to common stock and $12,474 was credited to capital in excess of par value. The stock issuance was exempt from any state or federal securities registration requirements as an isolated nonpublic sale to accredited investors. -7-
BAROSSA COFFEE COMPANY, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 5 - COMMON STOCK ISSUANCE - CONTINUED On December 31, 2009 the Company sold 75,050 shares of its restricted common stock at $.10 per share of which $75 was credited to common stock and $7,430 was credited to capital in excess of par value. The stock issuance was exempt from any state or federal securities registration requirements as an isolated nonpublic sale to accredited investors. On March 18, 2010 the Company sold 75,050 shares of its restricted common stock at $.10 per share of which $75 was credited to common stock and $7,430 was credited to capital in excess of par value. The stock issuance was exempt from any state or federal securities registration requirements as an isolated nonpublic sale to accredited investors. NOTE 6 - SUBSEQUENT EVENTS The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and found there are none to report. -8-
ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF OPERATIONS Barossa Coffee Company, Inc. is a small start up company that was incorporated in March 2005, and is considered a development stage company. In July, 2005, the Company filed a registration statement on Form SB-2 with the U.S. Securities & Exchange Commission under the Securities Act of 1933, to register an offering, on a "best efforts minimum/maximum" basis, of up to 400,000 shares of $.001 par value common stock, at a price of $0.25 per share. The registration statement was declared effective September 20, 2005. The Company sold 298,000 shares of common stock pursuant to the offering. The offering closed November 30, 2005, and raised gross proceeds of $74,500. Barossa was formed to open and operate, through a wholly-owned subsidiary, Alchemy Coffee Company, Inc., a retail, specialty coffee outlet. The Company opened a retail coffee outlet featuring specialty coffees in February, 2006 and utilized the experience of management in the coffee/cafe industry to specialize in the sale of the highest quality, fresh locally- roasted coffee beans and espresso related beverages; as well as organic food and baked goods, teas, juices, and specific health foods and beverages. However, even though the Company generated revenues from operations of $60,691 for the fiscal year ended June 30, 2006, and $55,047 for the quarter ended September 30, 2006, operating losses of $19,672 for the fiscal year ended June 30, 2006, and $7,009 for the quarter ended September 30, 2006, forced it to seek additional funding, which it borrowed from shareholders. Due to these continuing cash needs of Alchemy which could not be met by the Corporation, management and principal shareholders negotiated and reached a Stock Exchange Agreement on October 11, 2006, between the Corporation and Jason Briggs, manager of the coffee shop, wherein Briggs received all of the issued and outstanding common stock of Alchemy Coffee Company, Inc. in exchange for all 200,000 shares of the Corporation's common stock beneficially owned by Briggs, which were then surrendered to the Corporation and cancelled. The Company determined that since the inception of Alchemy as a wholly-owned subsidiary, $55,715 had been advanced to Alchemy and not repaid. The Corporation determined that the value of Alchemy was substantially less than the amount invested and that the 200,000 shares it received as consideration for Alchemy had at least as great a value as Alchemy and that this was the best value that could be received by the Company for Alchemy and that this transaction was in the best interests of the Company. With this transaction, the Company is not engaged in any business activities and has no operations. The Company's principal activity is to investigate potential acquisitions. There is no assurance the Company can become involved with any business venture in the future. During the fiscal year ended June 30, 2007, 200,000 shares were cancelled and 160,000 shares were issued. On November 10, 2008, 126,000 shares of common stock were issued for consideration of $12,600 cash. On December 31, 2009 the Company sold 75,050 shares of its restricted common stock at $.10 per share, and again on March 18, 2010, another 75,050 shares, bringing the current total number of outstanding shares to 2,334,100. PLAN OF OPERATIONS. The Company does not expect to generate any meaningful revenue or incur operating expenses, except for administrative, legal, professional, accounting and auditing costs associated
with the filing requirements of a public reporting company, unless and until it acquires an interest in another operating company. The Company may not have sufficient cash to meet its operational needs for the next twelve months. Management's plan of operation for the next twelve months is to attempt to raise additional capital through loans from related parties, debt financing, equity financing or a combination of financing options. Currently, there are no understandings, commitments or agreements for such an infusion of capital and no assurances to that effect. Unless the Company can obtain additional financing, its ability to continue as a going concern during the next twelve-month period is doubtful. The Company's need for capital may change dramatically if and during that period, it acquires an interest in a business opportunity. The Company's current operating plan is to (i) handle the administrative and reporting requirements of a public company, and (ii) search for potential businesses, products, technologies and companies for acquisition. At present, the Company has no understandings, commitments or agreements with respect to the acquisition of any business venture, and there can be no assurance that the Company will identify a business venture suitable for acquisition in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage any business venture it acquires. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception, and has not been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans and/or through additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Company has no market risk sensitive instruments entered into for trading purposes or entered into for other than trading purposes. ITEM 4. CONTROLS AND PROCEDURES. (a) Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our President, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our President, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. (b) Management's Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a- 15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes using accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Our management, with the participation of the President, evaluated the effectiveness of the Company's internal control over financial reporting as of June 30, 2009, for the fiscal year then ended. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on this evaluation, our management, with the participation of the President, concluded that, as of the fiscal year end, June 30, 2009, our internal control over financial reporting was effective. An unavoidable weakness in the Company's internal controls is that the principal executive officer and principal financial officer are the same individual, which does not allow for segregation of duties. Since the Company is a shell company, management does not feel that this has a material effect on the accuracy and completeness of our financial reporting and disclosure included in this report. (c) Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer that occurred during the period covered by this report (the quarter ended March 31, 2010), 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 The Company is not a party to any material pending legal proceedings. No such action is contemplated by the Company nor, to the best of its knowledge, has any action been threatened against the Company.
ITEM 2. SALES OF UNREGISTERED EQUITY SECURITIES AND USE OF PROCEEDS (a) During the quarter ended March 31, 2010, the Company sold 75,050 shares of its restricted common stock at $.10 per share The stock issuance was exempt from any state or federal securities registration requirements as an isolated nonpublic sale to accredited investors. During the period covered by this report, there were no other equity securities of the issuer, sold by the issuer, that were not registered under the Securities Act. (b) During the period covered by this report (the quarter ended March 31, 2010), there were no securities that the issuer sold by registering the securities under the Securities Act. (c) During the period covered by this report, there was no repurchase made of equity securities registered pursuant to section 12 of the Exchange Act. The issuer's securities are not registered pursuant to section 12 of the Exchange Act. ITEM 3. DEFAULTS UPON SENIOR SECURITIES There has not been any material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within 30 days, with respect to any indebtedness of the issuer exceeding five percent of the total assets of the issuer. ITEM 4. (REMOVED AND RESERVED). ITEM 5. OTHER INFORMATION No reports on Form 8-K were filed during the period covered by this report. ITEM 6. EXHIBITS. All documents previously filed by the Company pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, to the extent applicable to the period covered by this report, are incorporated herein as exhibits to this report by reference to the registration statements and other reports previously filed by the Company to which such documents were filed as exhibits. Exhibit Index - Exhibits not previously filed that are applicable to the period covered by this report and required by Item 601 of Regulation S-K. (31) Certifications required by Rules 13a-14(a) or 15d-14(a). (32) Section 1350 Certifications
SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Barossa Coffee Company, Inc. Date: May 06, 2010 by: /s/ Adam Gatto Adam Gatto, President and Director