Attached files
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EX-32.1 - Bitzio, Inc. | v199376_ex32-1.htm |
EX-31.1 - Bitzio, Inc. | v199376_ex31-1.htm |
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 Quarter Ended September 30, 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 000-51688
ROCKY
MOUNTAIN FUDGE COMPANY, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
16-1734022
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
incorporation
or organization)
|
4596
Russell Street, Salt Lake City, Utah 84117
(Address
of principal executive offices)
(801)
230-1807
(Registrant's
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). Yes ¨ 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
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
Non-accelerated
filer
|
¨
|
Smaller
reporting company
|
x
|
(Do
not check if a smaller reporting
company)
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No
x
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate the number of shares
outstanding of each of the issuer's classes of common equity, as of the latest
practicable date.
Class
|
Outstanding
as of October 20, 2010
|
Common
Stock, $.001 par value
|
8,250,000
|
TABLE
OF CONTENTS
Heading
|
Page
|
||
PART
I — FINANCIAL INFORMATION
|
|||
Item
1.
|
Consolidated
Financial Statements
|
3
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results
|
||
of
Operations
|
13
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
15
|
|
Item
4(T).
|
Controls
and Procedures
|
15
|
|
PART
II — OTHER INFORMATION
|
|||
Item
1.
|
Legal
Proceedings
|
16
|
|
Item
1A.
|
Risk
Factors
|
16
|
|
Item
2
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
16
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
16
|
|
Item
4.
|
(Removed
and Reserved)
|
17
|
|
Item
5.
|
Other
Information
|
17
|
|
Item
6.
|
Exhibits
|
17
|
|
Signatures
|
17
|
2
PART I — FINANCIAL
INFORMATION
Item
1. Financial
Statements
The accompanying unaudited consolidated
balance sheets of Rocky Mountain Fudge Company, Inc. and Subsidiaries at
September 30, 2010 and December 31, 2009 and related unaudited consolidated
statements of operations and cash flows for the three and nine months ended
September 30, 2010 and 2009, and for the period from January 4, 1990 (date of
inception) to September 30, 2010, have been prepared by management in conformity
with United States generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring
nature. It is suggested that these consolidated financial statements
be read in conjunction with the financial statements and notes thereto included
in the Company’s December 31, 2009 audited financial
statements. Operating results for the period ended September 30,
2010, are not necessarily indicative of the results that can be expected for the
fiscal year ending December 31, 2010 or any other subsequent
period.
3
ROCKY
MOUNTAIN FUDGE COMPANY, INC.
(A
Development Stage Company)
CONSOLIDATED
FINANCIAL STATEMENTS
September
30, 2010
4
ROCKY
MOUNTAIN FUDGE COMPANY, INC. AND SUBSIDIARIES
(A
Development Stage Company)
Consolidated
Balance Sheets
September 30,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
|
$ | 27,526 | $ | 5,476 | ||||
Total
Current Assets
|
27,526 | 5,476 | ||||||
FIXED
ASSETS
|
||||||||
Computer
equipment, net
|
1,877 | - | ||||||
TOTAL
ASSETS
|
$ | 29,403 | $ | 5,476 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accounts
payable
|
$ | 2,884 | $ | 1,500 | ||||
Accrued
interest payable - related party
|
- | 1,007 | ||||||
Note
payable - related party
|
- | 22,413 | ||||||
Total
Current Liabilities
|
2,884 | 24,920 | ||||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||||||
Common
stock; 75,000,000 shares authorized, at $0.001 par value, 8,250,000 and
2,250,000 shares issued and
outstanding, respectively
|
8,250 | 2,250 | ||||||
Additional
paid-in capital
|
231,764 | 162,200 | ||||||
Deficit
accumulated during the development stage
|
(213,495 | ) | (183,894 | ) | ||||
Total
Stockholders' Equity (Deficit)
|
26,519 | (19,444 | ) | |||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | 29,403 | $ | 5,476 |
The
accompanying notes are an integral part of these financial
statements.
5
ROCKY
MOUNTAIN FUDGE COMPANY, INC. AND SUBSIDIARIES
(A
Development Stage Company)
Consolidated
Statements of Operations
(Unaudited)
From Inception
|
||||||||||||||||||||
For the Three
|
For the Nine
|
on January 4,
|
||||||||||||||||||
Months Ended
|
Months Ended
|
1990 through
|
||||||||||||||||||
September 30,
|
September 30,
|
September 30,
|
||||||||||||||||||
2010
|
2009
|
2010
|
2009
|
2010
|
||||||||||||||||
REVENUES
|
$ | - | $ | - | $ | - | $ | - | $ | 157,702 | ||||||||||
COST
OF SALES
|
- | - | - | - | 58,459 | |||||||||||||||
GROSS
PROFIT
|
- | - | - | - | 99,243 | |||||||||||||||
OPERATING
EXPENSES
|
||||||||||||||||||||
General
and administrative
|
7,107 | 3,539 | 28,786 | 17,719 | 313,974 | |||||||||||||||
Depreciation
|
171 | - | 171 | - | 171 | |||||||||||||||
Total
Operating Expenses
|
7,278 | 3,539 | 28,957 | 17,719 | 314,145 | |||||||||||||||
OPERATING
LOSS
|
(7,278 | ) | (3,539 | ) | (28,957 | ) | (17,719 | ) | (214,902 | ) | ||||||||||
OTHER
INCOME (EXPENSES)
|
||||||||||||||||||||
Interest
income
|
- | - | - | - | 4,437 | |||||||||||||||
Interest
expense
|
- | (248 | ) | (644 | ) | (430 | ) | (3,030 | ) | |||||||||||
Total
Other Income (Expense)
|
- | (248 | ) | (644 | ) | (430 | ) | 1,407 | ||||||||||||
LOSS
BEFORE INCOME TAXES
|
(7,278 | ) | (3,787 | ) | (29,601 | ) | (18,149 | ) | (213,495 | ) | ||||||||||
PROVISION
FOR INCOME TAXES
|
- | - | - | - | - | |||||||||||||||
NET
LOSS
|
$ | (7,278 | ) | $ | (3,787 | ) | $ | (29,601 | ) | $ | (18,149 | ) | $ | (213,495 | ) | |||||
BASIC
AND DILUTED LOSS PER SHARE
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING
|
8,250,000 | 2,250,000 | 5,426,471 | 2,250,000 |
The
accompanying notes are an integral part of these financial
statements.
6
ROCKY
MOUNTAIN FUDGE COMPANY, INC. AND SUBSIDIARIES
(A
Development Stage Company)
Consolidated
Statements of Stockholders' Equity (Deficit)
(unaudited)
Deficit
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
During
the
|
Total
|
||||||||||||||||||
Common
Stock
|
Paid-In
|
Development
|
Stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||
Balance
at inception of development
|
||||||||||||||||||||
stage
on January 4, 1990
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common
stock issued for cash
|
||||||||||||||||||||
at
$0.001 per share on
|
||||||||||||||||||||
August
10, 1990
|
1,200,000 | 1,200 | - | - | 1,200 | |||||||||||||||
Services
contributed by
|
||||||||||||||||||||
shareholders
|
- | - | 2,400 | - | 2,400 | |||||||||||||||
Shares
cancelled as contributed
|
||||||||||||||||||||
capital
by shareholders
|
(500,000 | ) | (500 | ) | 500 | - | - | |||||||||||||
Common
stock issued for cash
|
||||||||||||||||||||
at
$0.0012 per share on
|
||||||||||||||||||||
December
15, 1998
|
500,000 | 500 | 100 | - | 600 | |||||||||||||||
Common
stock issued for cash
|
||||||||||||||||||||
at
$1.00 per share
|
50,000 | 50 | 49,950 | - | 50,000 | |||||||||||||||
Stock
offering costs
|
- | - | (10,000 | ) | - | (10,000 | ) | |||||||||||||
Net
loss from inception of
|
||||||||||||||||||||
development
stage through
|
||||||||||||||||||||
December
31, 2004
|
- | - | - | (44,200 | ) | (44,200 | ) | |||||||||||||
Balance,
December 31, 2004
|
1,250,000 | $ | 1,250 | $ | 42,950 | $ | (44,200 | ) | $ | - |
The
accompanying notes are an integral part of these financial
statements.
7
ROCKY
MOUNTAIN FUDGE COMPANY, INC. AND SUBSIDIARIES
(A
Development Stage Company)
Consolidated
Statements of Stockholders' Equity (Deficit)
(unaudited)
Deficit
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
During the
|
Total
|
||||||||||||||||||
Common Stock
|
Paid-in
|
Exploration
|
Stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||
Balance,
December 31, 2004
|
1,250,000 | $ | 1,250 | $ | 42,950 | $ | (44,200 | ) | $ | - | ||||||||||
Capital
contributed by shareholder
|
- | - | 50,000 | - | 50,000 | |||||||||||||||
Net
loss for the year ended December 31, 2005
|
- | - | - | (19,545 | ) | (19,545 | ) | |||||||||||||
Balance,
December 31, 2005
|
1,250,000 | 1,250 | 92,950 | (63,745 | ) | 30,455 | ||||||||||||||
Services
contributed by shareholders
|
- | - | 5,000 | - | 5,000 | |||||||||||||||
Net
loss for the year ended December 31, 2006
|
- | - | - | (23,234 | ) | (23,234 | ) | |||||||||||||
Balance,
December 31, 2006
|
1,250,000 | 1,250 | 97,950 | (86,979 | ) | 12,221 | ||||||||||||||
Common
shares issued for debt
|
1,000,000 | 1,000 | 25,300 | - | 26,300 | |||||||||||||||
Services
contributed by shareholders
|
- | - | 5,000 | - | 5,000 | |||||||||||||||
Net
loss for the year ended December 31, 2007
|
- | - | - | (36,752 | ) | (36,752 | ) | |||||||||||||
Balance,
December 31, 2008
|
2,250,000 | 2,250 | 128,250 | (123,731 | ) | 6,769 | ||||||||||||||
Services
contributed by shareholders
|
- | - | 7,200 | - | 7,200 | |||||||||||||||
Capital
contributed by shareholder
|
- | - | 25,750 | - | 25,750 | |||||||||||||||
Net
loss for the year ended December 31, 2008
|
- | - | - | (33,876 | ) | (33,876 | ) | |||||||||||||
Balance,
December 31, 2008
|
2,250,000 | 2,250 | 161,200 | (157,607 | ) | 5,843 | ||||||||||||||
Services
contributed by shareholders
|
- | - | 1,000 | - | 1,000 | |||||||||||||||
Net
loss for the year ended December 31, 2009
|
- | - | - | (26,287 | ) | (26,287 | ) | |||||||||||||
Balance,
December 31, 2009
|
2,250,000 | 2,250 | 162,200 | (183,894 | ) | (19,444 | ) | |||||||||||||
Common
shares issued for cash
|
4,000,000 | 4,000 | 46,000 | - | 50,000 | |||||||||||||||
Common
shares issued for debt
|
2,000,000 | 2,000 | 22,064 | - | 24,064 | |||||||||||||||
Services
contributed by shareholders
|
- | - | 1,500 | - | 1,500 | |||||||||||||||
Net
loss for the nine months ended September 30, 2010
|
- | - | - | (29,601 | ) | (29,601 | ) | |||||||||||||
Balance,
September 30, 2010
|
8,250,000 | $ | 8,250 | $ | 231,764 | $ | (213,495 | ) | $ | 26,519 |
The
accompanying notes are an integral part of these financial
statements.
8
ROCKY MOUNTAIN
FUDGE COMPANY, INC. AND SUBSIDIARIES
(A
Development Stage Company)
Consolidated
Statements of Cash Flows
(Unaudited)
From Inception
|
||||||||||||
For the Nine
|
on January 4,
|
|||||||||||
Months Ended
|
1990 through
|
|||||||||||
September 30,
|
September 30,
|
|||||||||||
2010
|
2009
|
2010
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net
loss
|
$ | (29,601 | ) | $ | (18,149 | ) | $ | (213,495 | ) | |||
Adjustments
to reconcile net loss to net cash used by operating
activities:
|
||||||||||||
Services
contributed by officers and shareholders
|
1,500 | 500 | 14,700 | |||||||||
Common
stock issued for interest on related party note
|
- | - | 1,007 | |||||||||
Depreciation
and amortization
|
171 | - | 171 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Increase
in accounts payable
|
1,384 | - | 2,884 | |||||||||
Increase
in accrued expenses - related party
|
644 | 430 | 644 | |||||||||
Net
Cash Used in Operating Activities
|
(25,902 | ) | (17,219 | ) | (194,089 | ) | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Purchase
of computer equipment
|
(2,048 | ) | - | (2,048 | ) | |||||||
Net
Cash Used in Investing Activities
|
(2,048 | ) | - | (2,048 | ) | |||||||
CASH
FLOWS FROM FINIANCING ACTIVITIES
|
||||||||||||
Contributed
capital
|
- | - | 83,150 | |||||||||
Cash
received on note receivable - related
|
- | 10,000 | 48,713 | |||||||||
Sale
of common stock for cash
|
50,000 | - | 91,800 | |||||||||
Net
Cash Provided by Financing Activities
|
50,000 | 10,000 | 223,663 | |||||||||
NET
INCREASE (DECREASE) IN CASH
|
22,050 | (7,219 | ) | 27,526 | ||||||||
CASH
AT BEGINNING OF PERIOD
|
5,476 | 8,484 | - | |||||||||
CASH
AT END OF PERIOD
|
$ | 27,526 | $ | 1,265 | $ | 27,526 | ||||||
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
CASH
PAID FOR:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | 79 | ||||||
Income
Taxes
|
$ | - | $ | - | $ | - | ||||||
NON
CASH FINANCING ACTIVITIES
|
||||||||||||
Common
stock issued for debt
|
$ | 24,064 | $ | - | $ | 50,364 |
The
accompanying notes are an integral part of these financial
statements.
9
ROCKY
MOUNTAIN FUDGE COMPANY, INC. AND SUBSIDIARIES
(A
Development Stage Company)
Notes to
the Unaudited Condensed Consolidated Financial Statements
September
30, 2010 and December 31, 2009
NOTE 1
- 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 September 30, 2010 and 2009 and for all
periods presented 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 December 31, 2009 audited
financial statements. The results of operations for the periods ended September
30, 2010 and 2009 are not necessarily indicative of the operating results for
the full years.
NOTE 2
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a.
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates
b. Recent
Accounting Pronouncements
The
Company has evaluated recent accounting pronouncements and their adoption has
not had or is not expected to have a material impact on the Company’s financial
position, or statements.
NOTE 3
- COMMON STOCK
On May
10, 2010, the Company’s outstanding shareholder loan and related accrued
interest, totaling $24,064, was satisfied through the issuance of 2,000,000
shares of the Company’s common stock at $0.0125 per share. This
transaction resulted in a loss on extinguishment of debt in the amount of
$936. However, due to the fact that the debt satisfied was with a
related party, the transaction is treated as a capital transaction, with no loss
recorded in the Statement of Operations, pursuant to ASC
470-50-40-2.
Also on
May 10, 2010, the Company issued an additional 4,000,000 common shares for
$50,000 cash at $0.0125 per share.
10
ROCKY
MOUNTAIN FUDGE COMPANY, INC. AND SUBSIDIARIES
(A
Development Stage Company)
Notes to
the Unaudited Condensed Consolidated Financial Statements
September
30, 2010 and December 31, 2009
NOTE 4
- RELATED PARTY TRANSACTIONS
The
Company has recorded expenses paid on its behalf by shareholders as a related
party payable. During the nine months ended September 30, 2010, the balance of
this payable totaling $24,064 was converted to 2,000,000 shares of the Company’s
common stock.
During
the nine months ended September 30, 2010, the Company’s president performed
services valued at $1,500 which have been recorded as a contribution to
capital.
NOTE 5
- GOING CONCERN
The
Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The Company has not yet established an
ongoing source of revenues sufficient to cover its operating costs and allow it
to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the
Company is unable to obtain adequate capital, it could be forced to cease
operations.
In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plans to obtain such
resources for the Company include (1) obtaining capital from management and
significant shareholders sufficient to meet its minimal operating expenses, and
(2) seeking out and completing a merger with an existing operating
company. However, management cannot provide any assurances that the
Company will be successful in accomplishing any of its plans.
The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
NOTE 6
– SIGNIFICANT EVENTS
Formation of
Subsidiary
On May
28, 2010 the Company formed Eveps International, Inc. (“Eveps”), a Nevada
company, as a wholly-owned subsidiary. Eveps was formed with the
intent to be utilized as a vehicle to facilitate any potential future merger
transactions with existing operating entities. On September 24, 2010
the Company changed the corporate name of this entity from Eveps International,
Inc. to Wireless Power Controls, Inc. (“Wireless”), which remains a wholly-owned
subsidiary of the Company as of September 30, 2010. All intercompany
transactions between the Company and Wireless have been eliminated in the
preparation of these consolidated financial statements.
11
ROCKY
MOUNTAIN FUDGE COMPANY, INC. AND SUBSIDIARIES
(A
Development Stage Company)
Notes to
the Unaudited Condensed Consolidated Financial Statements
September
30, 2010 and December 31, 2009
NOTE 7
– SUBSEQUENT EVENTS
In
accordance with ASC 855-10, Company management reviewed all material events
through the date of this report and there are no material subsequent events to
report.
12
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
The following information should be
read in conjunction with the financial statements and notes thereto appearing
elsewhere in this Form 10-Q.
Going
Concern
Our independent auditors have indicated
in a footnote to our financial statements that we have not yet established an
ongoing source of revenues sufficient to cover operating costs and to allow us
to continue as a going concern. Our ability to continue as a going
concern is dependent on us securing and maintaining adequate capital to fund
operating losses until we become profitable. If we are unable to
increase revenues or secure adequate financing in the near future, allowing us
to fully implement our business plan, our ability to continue as a going concern
may be compromised, and we could be forced to cease operations.
Plan
of Operation
During the next 12 months we will
discontinue our search for a joint venture candidate with whom we can contract
to sub-lease industrial-quality kitchen facilities for our fudge production
processes. We will instead commence a search for business partners to
whom we can sell our proprietary fudge recipe and production
technique. Our hope is to sell the recipe for $5,000 to approximately
100 different entities, yielding a cash inflow of approximately
$500,000. We hope to locate two or more entities in each of the fifty
states, and will focus primarily on entities with existing industrial kitchen
facilities, primarily in locations with high tourist traffic. We believe this to
be a feasible strategy, given the fact that our proprietary fudge recipe and
production process is fairly simple to undertake, and produces a far superior
fudge product to the majority of what is currently on the
market. This strategy would eliminate our obligations with respect to
production and shipping of product. With the proceeds of the fudge
recipe sale we will expand our fudge and brittle operations
locally. As of the date hereof, we have not completed any sales of
our proprietary recipe and there can be no assurance that we can successfully
make such sales in the future.
In addition, we will commence
exploration for potential merger candidates – existing operating entities or
start-ups, likely in the real estate industry. Any such mergers would
be facilitated with the issuance of common stock, and would play a key role in
diversifying our business interests. If cash inflows derived from the
sale of our fudge recipe are not sufficient to fund the search for merger
candidates as desired, it may be necessary for us to seek funds from our
directors or principal stockholders or from outside financing. No
assurance can be given that we will be successful in locating, negotiating or
consummating any future merger. On May 21, 2010 the Company formed
Eveps International, Inc. (“Eveps”), a Nevada company, as a wholly-owned
subsidiary. Eveps was formed with the intent to help facilitate any
future merger transactions with which the Company may become
involved. On September 24, 2010 the Company changed the corporate
name of this entity from Eveps International, Inc. to Wireless Power Controls,
Inc. (“Wireless”). As of September 30, 2010 Wireless had no assets or
liabilities, and had not earned any revenues.
We are also in the early stages of
updating our website (www.greatestfudgeonearth.com)
so as to accommodate online orders. It is our hope that this process
will allow for minimal sales staff and minimal advertising
expenses. We will also continue selling products at local retail
outlets and in booths located at special events, fairs and
festivals.
As of September 30, 2010, we had
$27,526 in cash. Management does not anticipate needing additional
capital to continue operations for the remainder of 2010. However, if revenues
do not provide sufficient funds to continue operations past the end of the 2010
fiscal year, we may need to seek additional financing. Any additional funds
would most likely come from current directors, although directors are under no
obligation to provide additional funding and there is no assurance outside
funding will be available on terms acceptable to us, or at all.
13
We expect that future facilities will
be rented with equipment adequate to handle anticipated
production. Therefore, we do not anticipate making any significant
capital expenditures in the immediate future for new equipment or other
assets. If additional equipment becomes necessary, we will most
likely rely on outside funding.
We presently do not have any full time
employees. We expect to add employees only if business
warrants. Further, we believe that in the event increased business
necessitates additional employees, we will be able to pay the added expenses of
these employees from increased revenues.
Our plan of operations for the next
twelve months will focus on completing development of our Internet website and
locating business partners to whom we can sell our proprietary fudge recipe and
production process. This 12-month plan of operations includes our goals
of:
·
|
increasing
revenues from sales of candy
products;
|
·
|
expanding
our marketing area to include communities outside the Salt Lake City
metropolitan area;
|
·
expanding
the Internet business to be able to attract new customers, regardless of
location, which will create an expanded mail order business;
·
|
locating
business partners to whom we can sell our fudge recipe and production
process;
|
·
|
locating
existing operating entities with whom we can merge, to aid in business
diversification.
|
To achieve these goals during the next
twelve months, we intend to exploit our Internet website to the extent possible
and create new business by advertising, as funds permit. Management believes
that these plans can be successfully implemented.
Results
of Operations
For the Three Months Ended September
30, 2010 and 2009
We did not realize any revenues during
the three-month periods (“third quarter”) ended September 30, 2010 and
2009. During the third quarter of 2010, we incurred a net loss
of $7,278 compared to a $3,787 loss during the third quarter of
2009. The increased loss for the third quarter of 2010 is attributed
primarily to the 101% increase in general and administrative for the 2010
period, primarily due to an increase in legal and accounting costs related to
the preparation and filing with the SEC of our requisite periodic
reports.
For
the Nine Months Ended September 30, 2010 and 2009
We did not realize any revenues during
the nine-month periods ended September 30, 2010 and
2009. During the first nine months of 2010, we incurred a net
loss of $29,601 compared to a $18,149 loss during the corresponding period of
2009. The increased loss for the 2010 period is attributed primarily
to the 62% increase in general and administrative expenses for the 2010 period,
primarily due to an increase in legal and accounting costs related to the
preparation and filing with the SEC of our requisite periodic
reports.
In the opinion of management, inflation
has not and will not have a material effect on our operations in the immediate
future.
14
Liquidity
and Capital Resources
At September 30, 2010, we had cash on
hand of $27,526 compared to $5,476 at December 31, 2009. The increase in
cash is attributed primarily the issuance of 4,000,000 shares common stock
during the period, yielding cash proceeds of $50,000, partially offset by cash
payments on ongoing operating expenses.
We estimate cash requirements for the
next twelve months to be approximately $50,000. Current cash on hand will
not be sufficient and if we do not realize adequate revenues, we will need to
seek additional funding. We have no agreements or arrangements for future
capital. If management or stockholders are unable to provide
additional future funding, if the need arises, we may have to look at
alternative sources of funding. We do not have any firm plans as to the
source of this alternative funding and there is no assurance that such funds
will be available or, that even if they are available, that they will be
available on terms that will be acceptable to us. In the event we are
unable to secure necessary future funding, we may have to curtail our business
or cease operations completely.
At September 30, 2010, we had total
assets of $29,403and stockholders' equity of $26,519, compared to total assets
of $5,476 in cash and a stockholders' deficit of $19,444 at December 31,
2009.
Net
Operating Loss
We have accumulated approximately
$189,000 of net operating loss carryforwards through December 31, 2009, which
may be offset against taxable income and income taxes in future years. The
use of these losses to reduce future income taxes will depend on the generation
of sufficient taxable income prior to the expiration of the net operating loss
carryforwards. The carry-forwards expire in the year 2029. In
the event of certain changes in control, there will be an annual limitation on
the amount of net operating loss carryforwards that can be used. No tax
benefit has been reported in the financial statements for the year ended
December 31, 2009 or the nine months ended September 30, 2010 because there is a
50% or greater chance that the carryforward will not be used. Accordingly,
the potential tax benefit of the loss carryforward is offset by a valuation
allowance of the same amount.
Forward-Looking
and Cautionary Statements
This report contains forward-looking
statements relating to future events or our future financial performance.
In some cases, you can identify forward-looking statements by terminology such
as “may,” “will” “should," “expect," "intend," "plan," anticipate," "believe,"
"estimate," "predict," "potential," "continue," or similar terms, variations of
such terms or the negative of such terms. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors. Although forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment,
actual results could differ materially from those anticipated in such
statements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.
Item
3. Quantitative
and Qualitative Disclosures About Market Risk.
This item is not required for a smaller
reporting company.
Item
4(T). Controls and
Procedures.
Evaluation of Disclosure Controls
and Procedures. Disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934)
are designed to ensure that information required to be disclosed in reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms.
Disclosure and control procedures are also designed to ensure that such
information is accumulated and communicated to management, including the chief
executive officer and principal accounting officer, to allow timely decisions
regarding required disclosures.
15
As of the end of the period covered by
this quarterly report, we carried out an evaluation, under the supervision and
with the participation of management, including our chief executive officer and
principal accounting officer, of the effectiveness of the design and operation
of our disclosure controls and procedures. In designing and
evaluating the disclosure controls and procedures, management recognizes that
there are inherent limitations to the effectiveness of any system of disclosure
controls and procedures, including the possibility of human error and the
circumvention or overriding of the controls and
procedures. Accordingly, even effective disclosure controls and
procedures can only provide reasonable assurance of achieving their desired
control objectives. Additionally, in evaluating and implementing
possible controls and procedures, management is required to apply its reasonable
judgment. Based on the evaluation described above, our management,
including our principal executive officer and principal accounting officer, have
concluded that, as of
September 30, 2010, our disclosure controls and procedures were
effective.
Changes in Internal Control Over
Financial Reporting. Management has evaluated whether any
change in our internal control over financial reporting occurred during the
third quarter of fiscal 2010. Based on its evaluation, management, including the
chief executive officer and principal accounting officer, initiated no changes
in our internal control over financial reporting during the third quarter of
fiscal 2010 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
PART II — OTHER
INFORMATION
Item
1. Legal
Proceedings
There are no material pending legal
proceedings to which we are a party or to which any of our property is subject
and, to the best of our knowledge, no such actions against us are contemplated
or threatened.
Item
1A. Risk
Factors
This item is not required for a smaller
reporting company.
Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds
On May
10, 2010, the Company’s outstanding shareholder loan and related accrued
interest, totaling $24,064, was satisfied through the issuance of 2,000,000
shares of the Company’s common stock at $0.0125 per share. This
transaction resulted in a loss on extinguishment of debt in the amount of
$936. However, due to the fact that the debt satisfied was with a
related party, the transaction is treated as a capital transaction, with no loss
recorded in the Statement of Operations, pursuant to APB 26, paragraph
20.
During
the nine month period ended September 30, 2010, the Company issued an additional
4,000,000 common shares for $50,000 cash at $0.0125 per share. The
aforementioned shares of common stock were issued in a private, isolated
transaction to two persons familiar with the business of the
company. In issuing the shares, we relied on the exemption from
registration under the Securities Act of 1933 provided by Section 4(2) of that
Act.
Item
3. Defaults
Upon Senior Securities
This Item is not
applicable.
16
Item
4.
(Removed and Reserved)
Item
5. Other
Information
On April
27, 2010, we dismissed the firm of Pritchett, Siler & Hardy, P.C., Certified
Public Accountants (“Pritchett, Siler
& Hardy”), as our independent certifying accountants pursuant to the
unanimous consent of our Board of Directors. We initially retained
Pritchett, Siler & Hardy on September 28, 2009, and the firm issued an audit
report dated April 15, 2010 relating to our financial statements as of December
31, 2009. We have had no disagreements with the firm, whether or not
resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
Pritchett, Siler & Hardy’s satisfaction, would have caused it to make
reference to the subject matter of the disagreement in connection with its
report on our financial statements.
On April
27, 2010, we engaged Sadler, Gibb and Associates, Certified Public Accountants
(“Sadler,
Gibb and Associates”), as our new independent certifying accountants.
During the two most recent fiscal years and the interim periods preceding the
engagement, we have not consulted Sadler, Gibb and Associates regarding any of
the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation
S-B.
In
September, 2010 we changed the name of our wholly-owned subsidiary from Eveps
International, Inc. to Wireless Power Controls, Inc. Management is currently
exploring potential business opportunities in energy management that could
result in a new business venture during the fourth quarter of 2010. However, no
arrangement or definitive agreement has been made and there is no assurance that
our subsidiary will be successful in entering into a new
business.
Item
6.
Exhibits
|
Exhibit
31.1
|
Certification
of C.E.O. and Principal Accounting Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
Exhibit
32.1
|
Certification
of C.E.O. and Principal Accounting Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
ROCKY
MOUNTAIN FUDGE COMPANY, INC.
|
|||
Date: October
20, 2010
|
By:
|
/S/ Steven D. Moulton
|
|
Steven
D. Moulton
|
|||
President,
C.E.O. and Director
|
|||
(Principal
Accounting Officer)
|
17