Attached files
| file | filename |
|---|---|
| EX-31.1 - CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002 - HENYA FOOD CORP | f10q0710ex31i_foodfest.htm |
| EX-32.1 - CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002 - HENYA FOOD CORP | f10q0710ex32i_foodfest.htm |
| EX-32.2 - CERTIFICATIONS OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002 - HENYA FOOD CORP | f10q0710ex32ii_foodfest.htm |
| EX-31.2 - CERTIFICATIONS OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002 - HENYA FOOD CORP | f10q0710ex31ii_foodfest.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 10-Q
_______________
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended July 31, 2010
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from ______to______.
FOODFEST INTERNATIONAL 2000 INC.
(Exact name of registrant as specified in Charter
|
Delaware
|
333-142658
|
74-3191757
|
||
|
(State or other jurisdiction of
incorporation or organization)
|
(Commission File No.)
|
(IRS Employee Identification No.)
|
26 Kendall St., New Haven, Connecticut 06512
(Address of Principal Executive Offices)
_______________
(905) 709-4775
(Issuer Telephone number)
_______________
(Former Name or Former Address if Changed Since Last Report)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o 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 o No x
State the number of shares outstanding of each of the issuer’s classes of common equity, as of September 14, 2010: 3,950,809 shares of common stock.
FOODFEST INTERNATIONAL 2000 INC.
FORM 10-Q
July 31, 2010
INDEX
INDEX TO FINANCIAL STATEMENTS
|
Page
|
|
|
Balance Sheets 31 July 2010 (Unaudited) and 31 October 2009 (Audited)
|
F-2
|
|
Statements of Operations for the Nine Months Ended 31 July 2010 (Unaudited), Nine Months Ended 31 July 2009 (Unaudited), Three Months Ended 31 July 2010 (Unaudited), Three Months Ended 31 July 2009 (Unaudited) and for the period from incorporation, 20 September 2006 to 31 July 2010 (Unaudited)
|
F-3 - F-4
|
|
Statements of Cash Flows for the Nine Months Ended 31 July 2010 (Unaudited), Nine Months Ended 31 July 2009 (Unaudited) and for the period from incorporation, 20 September 2006 to 31 July 2010 (Unaudited)
|
F-5
|
|
Notes to Financial Statements (Unaudited)
|
F-6-F-9
|
F-1
FOODFEST INTERNATIONAL 2000 INC.
(A Development Stage Company)
BALANCE SHEETS
Unaudited
AS AT
|
31 July
2010
(Unaudited)
|
31 October
2009
(Audited)
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets
|
||||||||
|
Cash
|
$
|
450
|
$
|
129
|
||||
|
|
-
|
-
|
||||||
|
Total Current Assets
|
450
|
129
|
||||||
|
Total Assets
|
$
|
450
|
$
|
129
|
||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts payable
|
$
|
58,506
|
$
|
88,044
|
||||
|
Accrued liabilities
|
250,000
|
250,000
|
||||||
|
Loans payable
|
78,125
|
65,625
|
||||||
|
Advances from related party
|
152,574
|
-
|
||||||
|
Total Current Liabilities
|
539,205
|
403,669
|
||||||
|
Total Liabilities
|
539,205
|
403,669
|
||||||
|
Stockholders' Deficit
|
||||||||
|
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding
|
-
|
-
|
||||||
|
Capital stock, $0.001 par value, 110,000,000 shares authorized, 3,950,809 issued and outstanding (2009 – 39,601)
|
3,951
|
40
|
||||||
|
Additional paid-in capital
|
618,894
|
427,244
|
||||||
|
Notes receivable from stock issued
|
(47,289
|
)
|
(34,614
|
)
|
||||
|
Deferred stock based compensation
|
(83,333
|
)
|
||||||
|
Deficit accumulated during the development stage
|
(1,030,978
|
)
|
(796,210
|
)
|
||||
|
Total Stockholders' Equity (Deficit)
|
(538,755)
|
(403,540
|
)
|
|||||
|
Total Liabilities and Stockholders' Equity (Deficit)
|
$
|
450
|
$
|
129
|
||||
The accompanying notes are an integral part to these financial statements.
F-2
FOODFEST INTERNATIONAL 2000 INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Unaudited
|
For the
Nine Months Ended
31 July 2010
(Unaudited)
|
For the
Nine Months Ended
31 July 2009
(Unaudited)
|
|||||||
|
REVENUE
|
||||||||
|
Commission income from related companies
|
$
|
-
|
$
|
72,029
|
||||
|
Commission income
|
-
|
-
|
||||||
|
Interest on notes receivable from shareholders
|
1,884
|
440
|
||||||
|
1,884
|
72,469
|
|||||||
|
EXPENSES
|
||||||||
|
Officers and directors fees
|
-
|
30,000
|
||||||
|
Interest and bank charges
|
14,496
|
11,431
|
||||||
|
Overhead paid to a related party
|
-
|
105,792
|
||||||
|
General and administrative
|
7,639
|
-
|
||||||
|
Professional fees
|
104,081
|
-
|
||||||
|
Stock based compensation
|
41,667
|
6,792
|
||||||
|
Consulting
|
68,770
|
27,977
|
||||||
|
Bad debts on accounts receivable due from related parties
|
-
|
-
|
||||||
|
236,653
|
186,492
|
|||||||
|
NET EARNINGS (LOSS)
|
$
|
(234,769
|
)
|
$
|
(114,023
|
)
|
||
|
EARNINGS (LOSS) PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
|
$
|
(0.14
|
)
|
$
|
0.00
|
|||
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
|
1,708,601
|
39,601
|
||||||
The accompanying notes are an integral part to these financial statements.
F-3
FOODFEST INTERNATIONAL 2000 INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Unaudited
|
For the
Three Months Ended
31 July 2010
(Unaudited)
|
For the
Three Months Ended
31 July 2009
(Unaudited)
|
For the Period
from Inception, 20 September 2006 to
31 July 2010
(Unaudited)
|
||||||||||
|
REVENUE
|
||||||||||||
|
Commission income from related companies
|
$
|
-
|
$
|
-
|
$
|
911,236
|
||||||
|
Interest on notes receivable from shareholders
|
528
|
-
|
7,804
|
|||||||||
|
528
|
-
|
919,040
|
||||||||||
|
EXPENSES
|
||||||||||||
|
Officers and directors fees
|
-
|
-
|
480,000
|
|||||||||
|
Rent paid to a related company
|
-
|
-
|
40,500
|
|||||||||
|
Interest and bank charges
|
4,386
|
3,269
|
59,532
|
|||||||||
|
Overhead paid to a related party
|
-
|
(4,263
|
)
|
323,748
|
||||||||
|
Severance expense
|
-
|
-
|
171,840
|
|||||||||
|
General and administrative
|
1,145
|
2,646
|
27,148
|
|||||||||
|
Professional fees
|
83,200
|
11,875
|
199,050
|
|||||||||
|
Stock based compensation
|
39,584
|
-
|
41,667
|
|||||||||
|
Consulting
|
9,000
|
-
|
78,770
|
|||||||||
|
Bad debts on accounts receivable due from related parties
|
-
|
-
|
527,764
|
|||||||||
|
137,315
|
13,527
|
1,950,019
|
||||||||||
|
NET EARNINGS (LOSS)
|
$
|
(136,787
|
)
|
$
|
(13,527
|
)
|
$
|
(1,030,979
|
)
|
|||
|
EARNINGS (LOSS) PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
|
$
|
(0.03
|
)
|
$
|
0.00
|
|||||||
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
|
3,950,809
|
39,601
|
||||||||||
The accompanying notes are an integral part to these financial statements.
F-4
FOODFEST INTERNATIONAL 2000 INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Unaudited
|
For the Nine Months Ended 31 July 2010
(Unaudited)
|
For the Nine Months Ended 31 July 2009
(Unaudited)
|
For the Period from Inception, 20 September 2006 to 31 July 2010
(Unaudited)
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
|
Net earnings (loss)
|
$
|
(234,769
|
)
|
$
|
(114,023
|
)
|
$
|
(1,030,978
|
)
|
|||
|
Adjustment to reconcile net earnings to net cash used in operating activities
|
||||||||||||
|
Issuance of common stock for services
|
101,437
|
-
|
111,437
|
|||||||||
|
Officers accrued fees forgiven
|
-
|
-
|
337,600
|
|||||||||
|
Interest on notes receivable from stock issued
|
(1,884
|
)
|
(4,40
|
)
|
(7,164
|
)
|
||||||
|
Interest accrued on loans payable
|
12,501
|
-
|
48,125
|
|||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accounts receivable due from related parties
|
-
|
534,717
|
-
|
|||||||||
|
Accounts payable
|
(31,538
|
)
|
20,145
|
58,506
|
||||||||
|
Accrued liabilities
|
-
|
(450,000
|
)
|
250,000
|
||||||||
|
Prepaid and sundry assets
|
-
|
-
|
-
|
|||||||||
|
CASH FLOWS USED IN OPERATING ACTIVITIES
|
(154,253
|
)
|
(9,601
|
)
|
(234,474
|
)
|
||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Loans payable
|
-
|
9,375
|
30,000
|
|||||||||
|
Proceeds from common stock issued
|
96,124
|
-
|
175,808
|
|||||||||
|
Advances from related party
|
152,574
|
-
|
152,574
|
|||||||||
|
Deferred offering costs
|
(83,333
|
)
|
-
|
(83,333
|
)
|
|||||||
|
Notes receivable
|
(10,791
|
)
|
-
|
(40,125
|
)
|
|||||||
|
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
|
154,574
|
9,375
|
234,924
|
|||||||||
|
NET INCREASE(DECREASE) IN CASH
|
321
|
(226
|
)
|
450
|
||||||||
|
CASH, BEGINNING OF PERIOD
|
129
|
254
|
-
|
|||||||||
|
CASH, END OF PERIOD
|
$
|
450
|
$
|
28
|
$
|
450
|
||||||
The accompanying notes are an integral part to these financial statements.
F-5
FOODFEST INTERNATIONAL 2000 INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
Unaudited
31 JULY 2010
1. NATURE OF OPERATIONS
Foodfest International 2000 Inc. ("the Company") was incorporated on 20 September 2006 in the State of Delaware, under the name Henya Food Corp. The Company previously acted 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.
On 1 February 2009, the Company effectively became inactive, after having cancelled all operational agreements with its customers.
On 19 February 2010, the Company amended its articles of incorporation to change its name to Foodfest International 2000 Inc.
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 Entity" as set forth in Accounting Standards Codification (“ASC”) No. 915, Development Stage Entities. Among the disclosures required by ASC No. 915 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operation, stockholders' equity and cash flows disclose activity since the date of the Company's inception.
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and with the instructions to Form 10-Q and item 310 under subpart A of Regulation S-B. 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 normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended 31 July 2010 are not necessarily indicative of the results that may be expected for the year ending 31 October 2010. For further information, refer to the financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended 31 October 2010.
3. 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 $991,395 and has used cash flows from operations since inception in the amount of $232,474 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
FOODFEST INTERNATIONAL 2000 INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
Unaudited
31 JULY 2010
4. RECENT ACCOUNTING PRONOUNCEMENTS
In April 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-17, Revenue Recognition – Milestone Method (Topic 605. ASU No. 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. The amendments provide guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. The Company can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone was achieved only if the milestone meets all criteria to be considered substantive. The amendments in ASU No. 2010-17 are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after 15 June 2010. Early adoption is permitted. The Company does not expect the adoption of this statement to have a material impact on the financial statements.
In April 2010, the FASB issued ASU No. 2010-13, Compensation – Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in which the Underlying Equity Security Trades. ASU No. 2010-13 clarifies that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity shares trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning on or after 15 December 2010. Earlier application is permitted. The Company does not expect the adoption of this statement to have a material impact on the financial statements.
In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements. ASU No. 2010-06 requires an entity to disclose separately the amounts of significant transfers in and out of Level 1 and 2 fair value measurements, and describe the reasons for the transfers. Also, it requires additional disclosure regarding purchases, sales, issuances and settlements of Level 3 measurements. ASU No. 2010-06 is effective for interim and annual periods beginning after 15 December 2009, except for the additional disclosure of Level 3 measurements, which is effective for fiscal years beginning after 15 December 2010. The Company does not expect the adoption of this statement to have a material impact on the financial statements.
In October 2009, the FASB issued ASU No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after 15 June 2010. Early adoption is permitted. The Company does not expect the adoption of this statement to have a material impact on the financial statements.
F-7
FOODFEST INTERNATIONAL 2000 INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
Unaudited
31 JULY 2010
5. CAPITAL STOCK
In April 2009, the Company performed a reverse-split of its common stock of 1000:1, after which the total outstanding common stock of the Company was 39,601. All references to a number of shares are stated on a post-split basis.
In April 2010, the Company issued 12,000, 70,000 and 150,000 shares of common stock at $0.05 per share for various consulting, legal and accounting services rendered, respectively. The stock issued for these services were valued at the fair market value of the services received by the Company, and are reported in the Statement of Operations under consulting and professional fees, respectively.
In April 2010, the Company issued 2,500,000 shares of common stock at $0.05 per share to officers and directors of the Company for one year of management services from the date of issuance. The stock issued for these services were valued at the fair market value of the services to be received by the Company, and are reported as deferred stock based compensation in the Balance Sheet. One month of deferred stock based compensation has been expensed in the Statement of Operations under stock based compensation.
In April 2010, the Company issued 215,180 shares of common stock at $0.05 per share to various individuals, and has been recorded as subscription receivable.
6. 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:
During the nine months ended 31 July 2010, the Company accrued fees for the officers and directors totaling $nil (nine months ended 31 July 2009 - $30,000).
During the nine months ended 31 July 2010, the Company paid $nil (nine months ended 31 July 2009 - $105,792) for overhead expenses incurred on behalf of the Company.
The Company had an agreement where it paid as overhead, 80% of its revenue to the related company. This fee allowed the Company the use of the offices, including phone, fax and other office equipment as needed. Effective 1 February 2009, the company controlled by the directors, with the consent of the Company, has discontinued the agreement they previously entered into.
During the nine months ended 31 July 2010, various payments totaling $152,574 were made on the Company’s behalf by a company controlled by the directors. These amounts are considered to be a loan to the Company which is unsecured, non-interest bearing, and due on demand.
7. LOAN 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% per annum and was initially set to mature one year from the grant date. In August 2009, this loan payable of $62,500 was renewed for another year under the same terms.
F-8
FOODFEST INTERNATIONAL 2000 INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
Unaudited
31 JULY 2010
8. 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 3,000,000 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 totaling $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.
F-9
Item 2. Management’s Discussion and Analysis or Plan of Operation
Caution Regarding Forward-Looking Information
Certain statements contained herein, including, without limitation, statements containing the words “believes”, “anticipates”, “expects” 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.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED 31 JULY 2010 COMPARED TO THE NINE MONTHS ENDED 31 JULY 2009
The following table presents the results of operations for the nine months ended 31 July 2010 as compared to the nine months ended 31 July 2009. The discussion following the table is based on these results.
|
For the
Nine Months Ended
31 July 2010
(Unaudited)
|
For the
Nine Months Ended
31 July 2009
(Unaudited)
|
|||||||
|
REVENUE
|
||||||||
|
Commission income from related companies
|
$
|
-
|
$
|
72,029
|
||||
|
Interest on notes receivable from shareholders
|
1,884
|
440
|
||||||
|
1,884
|
362,090
|
|||||||
|
EXPENSES
|
||||||||
|
Officers and directors fees
|
-
|
30,000
|
||||||
|
Interest and bank charges
|
14,496
|
11,431
|
||||||
|
Overhead paid to a related party
|
-
|
105,792
|
||||||
|
General and administrative
|
7,639
|
-
|
||||||
|
Professional fees
|
104,081
|
|||||||
|
Stock based compensation
|
41,667
|
6,792
|
||||||
|
Consulting
|
68,770
|
27,977
|
||||||
|
Bad debts on accounts receivable due from related parties
|
-
|
-
|
||||||
|
236,653
|
186,492
|
|||||||
|
NET EARNINGS (LOSS)
|
$
|
(234,769
|
)
|
$
|
(114,023
|
)
|
||
|
EARNINGS (LOSS) PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
|
$
|
(0.14
|
)
|
$
|
0.00
|
|||
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
|
1,708,601
|
39,601
|
||||||
1
Total Revenues
We had $1,884 revenue for the nine months ended 31 July 2010 and $72,469 for the nine months ended 31 July 2009. The decrease was primarily due to the current economic conditions where it became necessary to cancel our commission agreements with related third parties prior to the nine months ended 31 July 2010 whereas we previously had agreements to charge commissions during the nine months ended 31 July 2009.
Expenses
Total expenses for the nine months ended 31 July 2010 were $236,653 as compared to $186,492 for the period ended 31 July 2009. The increase in expenses was due to professional fees incurred whereas overhead and management fees accounted for the expenses in 2009.
Net (Loss) Earnings
Net losses were $234,769 for the nine months ended 31 July 2010, compared to $114,023 for the period ended 31 July 2009.
Plan of Operations
Fourth Quarter 2010
We continue to seek out new opportunities to enter into new broker agreements representing companies with products focused on Kosher, organic and/or natural qualities. We intend to raise an additional $300,000 through debt or equity financing to support our sales and marketing efforts and hire additional staff that will assist solely in expanding our broker base and specific representation in the North American market.
In addition we will continue to pursue acquisitions or joint ventures with other brokerage firms, distributors and manufacturers that focus on Kosher, organic and natural qualities. If we have executed a purchase agreement to acquire such a business we will work with an investment partner to raise the financing to consummate the acquisition.
First Quarter 2011
If we have not completed the financing transaction during the last quarter we intend to close on such additional financing for working capital and corporate overhead. We will also continue to search for key personnel that will expand our current service offerings and capabilities by introducing new products resulting from new broker agreements or from opportunities arising from potential acquisitions or joint ventures.
We also intend to actively pursue and recruit new board members with appropriate experience and skill to guide the Company’s successful growth plans.
Second Quarter 2011
We will be seeking out and pursuing new broker agreements with foreign distributors or manufacturers that specialize in Kosher, organic or natural products to import these products into the North American market. These new products would be added to our current broker/distribution network to strengthen the Company’s overall business plan. Concurrently, we will be seeking out opportunities to create broker relationship with foreign brokerage firms or distributors to export domestically produced products that can fill a need in foreign markets. We would seek out to hire a specialist in the import/export market to add to our staff to solely assist in expanding this new business.
Third Quarter 2011
While we continually seek out new products, broker agreements, and acquisitions in the domestic market we now are looking at foreign acquisitions or joint venture partnerships with foreign manufacturers to import foreign technology and establish domestic production facilities to produce domestic products previously imported. If successful this could reduce costs, lead times, inventories and result in better value for the consumer. If such possibilities exist we would work with an investment partner to raise financing to consummate such a transaction.
2
Capital Resources and Liquidity
As of 31 July, 2010, we had working capital deficit of $538,756. It is the intent of management and significant stockholders, if necessary, to provide sufficient working capital necessary to support and preserve the viability of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding.
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.
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.
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.
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.
Item 4T. Controls and Procedures
(a) Evaluation of Disclosure Controls. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CAO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CAO, as appropriate, to allow timely decisions regarding required disclosure.
3
(b) Management’s Report on Internal Controls over Financial Reporting
Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of consolidated financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. There has been no change in the Company’s internal control over financial reporting during the quarter ended 31 July, 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Company’s management, including the Company’s CEO and CAO, does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of 31 July, 2010.
This quarterly 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 quarterly report.
(c) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
4
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 1A. Risk Factors
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities.
None
Item 4. (Removed and Reserved)
None.
Item 5. Other Information.
None
Item 6. Exhibits
31.1 Certifications of Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002
31.2 Certifications of Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1 Certifications of Chief Executive Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002
32.2 Certifications of Chief Financial Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Signature
|
Title
|
Date
|
|
/s/ Henry Ender
|
Chief Executive Officer
|
14 September, 2010
|
|
Henry Ender
|
||
|
/s/ Fred Farnden
|
Chief Financial Officer
|
14 September, 2010
|
|
Fred Farnden
|
5