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EX-31.1 - KAIBO FOODS Co Ltdv208297_ex31-1.htm
EX-32.1 - KAIBO FOODS Co Ltdv208297_ex32-1.htm
EX-31.2 - KAIBO FOODS Co Ltdv208297_ex31-2.htm
 
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q/A
(Amendment No. 2)

(Mark One)

 x        Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2010

  o        Transition Report under Section 13 or 15(d) of the Exchange Act

For the Transition Period from___________ to____________

Commission File Number: 333-149294

CFO CONSULTANTS, INC.
(Exact Name of Registrant as Specified in its Charter)

NEVADA
 
42-1749358
(State of other jurisdiction of
 
(I.R.S. Employer
Incorporation or organization
 
Identification Number)

Rm. 2102 F & G, Nan Fung Centre, 264-298 Castle Peak Rd.,
Tsuen Wan, N.T., Hong Kong
(Address of principal exeutive offices)

Registrant’s Phone: + 852 2412-2208

Indicate by check mark whether the issuer (I) filed all reports required to be filed by Section 13 or I5(d) of the Exchange Act of 1934 during the past 12 months (or 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 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.

Large accelerated filer
  o
Accelerated filer
  o
Non-accelerated filer
  o  (Do not check if a smaller reporting company)
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 o
 
As of October 15, 2010, the issuer had 5,655,000 shares of common stock issued and outstanding.
 
 

 
Explanatory Note
 
 
This Amendment No. 2 to the Quarterly Report on Form 10-Q filed by CFO Consultants, Inc., a Nevada corporation (“we,” “our,” “us,” or the “Company”), on October 15, 2010 is being filed to (i) include the paragraph titled “Significant Financial Transaction” in the financial statements set forth in Part I, Item I, which was included in the initial filing on October 15, 2010, but was inadvertently omitted from Amendment No. 1 filed with the Commission on December 21, 2010 and (ii) revise Item 4T, Controls and Procedures.
 
Except as specifically referenced herein, this Amendment No. 2 to the Company’s Quarterly Report on Form 10-Q does not reflect any event occurring subsequent to October 15, 2010, the filing date of the original report, and no other changes have been made to the report.
 
 
2

 
Part I
 
ITEM 1 FINANCIAL STATEMENTS
 
CFO CONSULTANTS, INC.
 
(A Development Stage Enterprise)
 
Unaudited Financial Statements
 
For the Three and Nine Months Ended September 30, 2010 and 2009 and the
 
Period of December 10, 2007 (Inception) to September 30, 2010
 
   
Page(s)
 
Balance Sheets as of September 30, 2010 and December 31, 2009
    4  
Statements of Operations for the three and nine months ended September 30, 2010 and 2009 and the period of December 10, 2007 (Inception) to September 30, 2010
    5  
Statements of Cash Flows for the three and nine months ended September 30, 2010 and 2009 and the period of December 10, 2007 (Inception) to September 30, 2010
    7  
Notes to the Unaudited Financial Statements
    8  
 
 
3

 
 
(A Development Stage Enterprise)
 
Balance Sheets
 
  
 
September 30,
   
December 31,
 
   
2010
   
2009
 
ASSETS
 
Current assets
           
Cash
 
$
60
   
$
113
 
Total current assets
   
60
     
113
 
Total assets
 
$
60
   
$
113
 
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
               
Current liabilities
 
Accounts payable
               
Total current liabilities
 
$
4,330
   
$
4,230
 
Non-current liabilities
   
4,330
     
4,230
 
Convertible note - related party
               
Total non-current liabilities
   
25,000
     
-
 
Total liabilities
   
25,000
     
-
 
Stockholders’ (Deficit) Equity
   
29,330
     
4,230
 
Common stock, $.0001 par value; 75,000,000 shares authorized, 5,655,000 shares issued and outstanding at September 30, 2010 and December 31, 2009
               
Additional paid in capital
   
5,655
     
5,655
 
Deficit accumulated during the development stage
   
24,145
     
24,145
 
Total stockholders’ (deficit) equity
   
(59,070
)
   
(33,917
)
Total liabilities and stockholders’ (deficit) equity
   
(29,270
)
   
(4,117
)
   
$
60
   
$
113
 
 
See accompanying notes to financial statements
 

4

 
 
(A Development Stage Enterprise)
 
Statement of Operations
 
  
 
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
   
For the 
period from 
December 
10, 2007 
(inception) 
to 
September
 
   
2010
   
2009
   
2010
   
2009
   
30, 2010
 
Revenue
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
Expenses
                                       
General and administrative
   
25,051
     
-
     
25,153
     
5,827
     
59,070
 
Total expenses
   
25,051
     
-
     
25,153
     
5,827
     
59,070
 
Net loss
 
$
(25,051
)
 
$
-
   
$
(25,153
)
 
$
(5,827
)
 
$
(59,070
)
Basic and diluted loss per common share
 
$
(0.00
)
 
$
-
   
$
(0.00
)
 
$
(0.00
)
       
Weighted average shares outstanding
   
5,655,000
     
5,655,000
     
5,655,000
     
5,648,132
         
 
See accompanying notes to financial statements
 
 
5

 
CFO Consultants, Inc.
 
(A Development Stage Enterprise)
 
Statement of Changes in Stockholders’ (Deficit) Equity
 
   
Common Stock
   
Additional
Paid In
   
Accumulated
       
   
Shares
   
Amount
   
Capital
   
Deficit
   
Total
 
Balance, December 31 2007 (Inception)
   
3,450,000
   
$
3,450
   
$
4,300
   
$
-
   
$
7,750
 
Common stock issued for cash
   
2,130,000
     
2,130
     
19,170
     
-
     
21,300
 
Net loss, year ended December 31, 2008
   
-
     
-
     
-
     
(28,090
)
   
(28,090
)
Balance, December 31, 2008
   
5,580,000
     
5,580
     
23,470
     
(28,090
)
   
960
 
Common stock issued for services
   
75,000
     
75
     
675
     
-
     
750
 
Net loss, year ended December 31, 2009
   
-
     
-
     
-
     
(5,827
)
   
(5,827
)
Balance, December 31, 2009
   
5,655,000
   
$
5,655
   
$
24,145
   
$
(33,917
)
 
$
(4,117
)
Common stock issued for services
   
-
     
-
     
-
     
-
     
-
 
Net loss, period ended September 30, 2010
   
-
     
-
     
-
     
(25,153
)
   
(25,153
)
Balance, September 30, 2010
   
5,655,000
   
$
5,655
   
$
24,145
   
$
(59,070
)
 
$
(29,270
)
 
 
6

 
 
(A Development Stage Enterprise)
 
Statements of Cash Flows
 
   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
   
For the
period from
December
10, 2007
(inception)
to
September 30,
 
   
2010
   
2009
   
2010
   
2009
   
2010
 
Cash flows from operating activities
                               
Net loss
 
$
(25,051
)
 
$
-
   
$
(25,153
)
 
$
(5,827
)
 
$
(59,070
)
Changes in operating assets and liabilities
                                       
Stock issued for services
   
-
     
-
     
-
     
750
     
750
 
Prepaid expenses
   
-
     
-
     
-
     
-
     
-
 
Accounts payable
   
100
     
-
     
100
     
4,230
     
4,330
 
Net cash used in operating activities
   
(24,951
)
   
-
     
(25,053
)
   
(847
)
   
(53,990
)
Cash flows from investing activities
   
-
     
-
     
-
     
-
     
-
 
Cash flows from financing activities
                                       
Convertible note - related party
   
25,000
     
-
     
25,000
     
-
     
25,000
 
Proceeds from sale of stock
   
-
     
-
     
-
     
-
     
29,050
 
Net cash provided by financing activities
   
25,000
     
-
     
25,000
     
-
     
54,050
 
Net change in cash
   
49
     
-
     
(53
)
   
(847
)
   
60
 
Cash at beginning of period
   
11
     
60
     
113
     
960
     
-
 
Cash at end of period
 
$
60
   
$
60
   
$
60
   
$
113
   
$
60
 
Supplemental disclosure of non-cash investing and financing activities:
                                       
Issuance of common stock for professional and consulting services
 
$
-
   
$
750
   
$
-
   
$
750
   
$
750
 
Supplemental cash flow Information:
                                       
Cash paid for interest
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
Cash paid for income taxes
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
 
See accompanying notes to financial statements
 
 
7

 
CFO CONSULTANTS, INC.
 
(A Development Stage Enterprise)
 
Notes to Unaudited Financial Statements
 
For the Three and Nine Months Ended September 30, 2010 and 2009 and the
 
Period of December 10, 2007 (Inception) to September 30, 2010
 
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 for all periods presented herein, 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 three months ended September 30, 2010 and 2009 are not necessarily indicative of the operating results for the full years.
 
NOTE 2 – GOING CONCERN
 
The Company’s financial statements are prepared using generally accepted accounting principles 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 plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. 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 3 – SUBSEQUENT EVENTS
 
The Company has evaluated subsequent events through the date of this filing and determined there are no events to disclose.
 
 
During the quarter we engaged Millenium Group Inc. to assist the company with new business development strategies and options. Millenium Group is consulting services firm owned and managed by Jonathan Mork 47. His father, Dempsey Mork, is one of our shareholders. CFO issued to Millenium Group a $25,000 convertible note as a non-refundable retainer to pay for Millenium to complete due diligence on CFO as required by Millenium to secure its assistance with future advice and assistance on new business directions including possible acquisitions. Millenium will also receive a $400,000 cash payment if it is involved in assisting or advising the Company on any acquisition that is completed. The note is due and payable to Millenium in two years, and bears a 5% interest rate which shall accrue annually and be payable at maturity. At Millenium’s election, this note and any accrued interest can be retired at any earlier time by conversion into common shares. The note is convertible into 25% of CFO’s fully diluted common shares at the time of conversion, with full anti-dilution protection (not adjusted for splits or new issuances). CFO has also agreed that any shares issued under this note will have piggyback registration rights. The Board of Directors of CFO has approved and ratified the terms of this note.
 
8

 
ITEM 4T.  CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act of 1934, as amended (“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including the principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure. 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 control objectives.
 
In connection with the preparation of the quarterly report on Form 10-Q/A for the quarter ended September 30, 2010, our management, including our principal executive officer and principal financial officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures, which are defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934 (the “Act”). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of September 30, 2010, because of inadequate staffing of our financial accounting department.
 
Prior to October 21, 2010, we were a shell company.  On October 21, 2010, we acquired Hong Kong Wai Bo International Limited, which wholly owns our newly acquired operating companies.  Following this acquisition, and in order to rectify these deficiencies, we have implemented a new control environment and hired a new Principal Accounting Officer who has audit experience and who is familiar with US GAAP.

Changes in Internal Control over Financial Reporting
 
Except as otherwise discussed herein, there have been no changes in our internal control over financial reporting that occurred during the third fiscal quarter of 2010 covered by this Quarterly Report on Form 10-Q/A that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
9

 
PART II OTHER INFORMATION
 
 
ITEM 6. EXHIBITS
 
Exhibit Number
 
Description
31.1
 
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
 
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
  
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
10

 
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.
 
 
CFO CONSULTANTS, INC.
 
       
Date: January 18, 2011
By:
/s/  Joanny Kwok
 
   
Joanny Kwok, Chief Executive Officer
 
   
(Principal Executive Officer)
 
       
Date: January 18, 2011
By:
/s/  Ken Tsang
 
   
Ken Tsang, Chief Financial Officer
 
   
(Principal Financial Officer and Principal Accounting
Officer)