Cono Italiano, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.1 - Cono Italiano, Inc.	v223258_ex32-1.htm
EX-31.1 - Cono Italiano, Inc.	v223258_ex31-1.htm
EX-32.2 - Cono Italiano, Inc.	v223258_ex32-2.htm
EX-31.2 - Cono Italiano, Inc.	v223258_ex31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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, 2011

o	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: 000-51388

CONO ITALIANO, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	84-1665042
(State or Other Jurisdiction of	(IRS Employer Identification
Incorporation or Organization)	Number)

10 Main Street

Keyport, NJ 07735

(Address of Principal Executive Offices)

877-330-2666

(Registrant Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year,

If Changed Since Last Report)

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 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 o

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 o 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	o	Accelerated Filer	o

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: The Issuer had 92,359,988 shares of Common Stock, par value $.001, outstanding as of May 17, 2011.

TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION

Item 1: Financial Statements		F-1
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations		4
Item 3: Quantitative and Qualitative Disclosures About Market Risk		8
Item 4: Controls and Procedures		8

PART II: OTHER INFORMATION

Item 1: Legal Proceedings		9
Item 1A: Risk Factors		9
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds		9
Item 3: Defaults Upon Senior Securities		9
Item 4: Reserved		9
Item 5: Other Information		9
Item 6: Exhibits		10

SIGNATURES		11

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report on Form 10-Q (this “Report”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information and, in particular, appear in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Report. When used in this Report, the words “estimates,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should” and variations of these words or similar expressions (or the negative versions of any these words) are intended to identify forward-looking statements. However, as we issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of our Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements, including, without limitation, management’s examination of historical operating trends, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the results referred to in the forward-looking statements contained in this Report. Important factors outside the scope of our control could cause our actual results to differ materially from the results referred to in the forward-looking statements we make in this Report. Without limiting the foregoing, if we are unable to acquire approvals or consents from third parties or governmental authorities with respect to our new business model, our plans to commence our new business may become irrevocably impaired.

All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report. Except to the extent required by applicable laws and regulations, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.

Unless otherwise provided in this Report, references to the “Company,” the “Registrant,” the “Issuer,” “we,” “us,” and “our” refer to Cono Italiano, Inc.

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

FINANCIAL REPORTS

MARCH 31, 2011

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

TABLE OF CONTENTS

Consolidated Balance Sheets at March 31, 2011 (Unaudited) and December 31, 2010		F-2

Consolidated Statements of Operations for the Three Months Ended March 31, 2011 and 2010 and the Period from Inception (March 2, 2006) Through March 31, 2011		F-4

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010 and the Period from Inception (March 2, 2006) Through March 31, 2011		F-5

Notes to Consolidated Financial Statements		F-6 - F-16

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY LTD.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	March 31,			December 31,
	2011			2010

ASSETS
Cash and Cash Equivalents	$	760		$	665
Due from Related Party		63,937			78,937
Prepaid Expenses		111,010			120,226

Total Current Assets		175,707			199,828

Property and Equipment - Net of Accumulated Depreciation		10,942			12,236

Total Assets	$	186,649		$	212,064

LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities
Accounts Payable	$	135,508		$	135,508
Accrued Expenses		68,436			53,466
Accrued Legal Expense		172,161			182,043
Accrued Interest		47,980			43,729
Notes Payable		56,556			55,177
Due to Officer		698,875			695,025

Total Liabilities		1,179,516			1,164,948

Stockholders' Deficit
Common Stock - $.001 Par; 100,000,000 Shares Authorized, 92,359,988 and 92,005,988 Shares Issued and Outstanding		92,360			92,006
Additional Paid-In-Capital		811,591			721,041
Deficit Accumulated During Development Stage		(1,896,818	)		(1,765,931	)

Total Stockholders' Deficit		(992,867	)		(952,884	)

Total Liabilities and Stockholders' Deficit	$	186,649		$	212,064

The accompanying notes are an integral part of these financial statements.

F-2

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY LTD.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT FOR THE PERIOD FROM DATE OF INCEPTION (MARCH 2, 2006) THROUGH MARCH 31, 2011

										Deficit
	Common Stock						Additional			Accumulated			Total
	$ .001 Par						Paid-In			During			Stockholders'
	Shares			Amount			Capital			Development Stage			Deficit

Balance - March 2, 2006		—		$	—		$	—		$	—		$	—

Common Stock Issued for Contribution of License Rights and Equipment (1)		6,000,000			6,000			159,000			—			165,000

Net Loss		—			—			—			—			—

Balance - December 31, 2006 (1)		6,000,000			6,000			159,000			—			165,000

Net Loss		—			—			—			(50,290	)		(50,290	)

Balance - December 31, 2007		6,000,000			6,000			159,000			(50,290	)		114,710

Additional Paid-In-Capital - Deemed Distribution		—			—			(312,000	)		—			(312,000	)

Common Stock Issued to Prior Owners		3,000,000			3,000			54,000			—			57,000

Common Stock Issued in Exchange for Services		44,250,000			44,250			434,494			—			478,744

Net Loss		—			—			—			(929,795	)		(929,795	)

Balance - December 31, 2008		53,250,000			53,250			335,494			(980,085	)		(591,341	)

Common Stock Issued in Exchange for Services		7,616,428			7,616			178,777			—			186,393

Common Stock Issued for Cash		262,000			262			64,608			—			64,870

Common Stock Issued for Related Party Expense		500,000			500			69,500			—			70,000

Acquisition of Shell (1)		242,560			243			(272,946	)		—			(272,703	)

Common Stock Issued to Relieve Accounts Payable		10,000			10			3,490			—			3,500

Common Stock Issued for Note Payable Conversion		18,000,000			18,000			—			—			18,000

Net Loss		—			—			—			(437,325	)		(437,325	)

Balance - December 31, 2009		79,880,988			79,881			378,923			(1,417,410	)		(958,606	)

Common Stock Issued for Note Payable Conversion		2,000,000			2,000			182,547			—			184,547

Common Stock Issued in Exchange for Services		10,000,000			10,000			83,880			—			93,880

Common Stock Issued - Licensing Agreement		125,000			125			75,691			—			75,816

Net Loss		—			—			—			(348,521	)		(348,521	)

Balance - December 31, 2010		92,005,988		$	92,006		$	721,041		$	(1,765,931	)	$	(952,884	)

Common Stock Issued in Exchange for Services		3,354,000			3,354			110,266			—			113,620

Common Stock Cancelled		(3,000,000	)		(3,000	)		(19,716	)		—			(22,716	)

Net Loss for the Period		—			—			—			(130,887	)		(130,887	)

Balance - March 31, 2011		92,359,988		$	92,360		$	811,591		$	(1,896,818	)	$	(992,867	)

(1)	The stockholders equity of Cono Italiano, Inc. has been recapitalized to give effect to the shares received by the existing shareholders of Cono Italiano, Inc. from the share exchange agreement with Tiger Renewable Energy Inc.

The accompanying notes are an integral part of these financial statements.

F-3

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY LTD.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

CONSOLIDATED STATEMENTS OF OPERATIONS

							Period From
							Date of Inception
							(March 2, 2006)
							Through
For the Three Months Ended March 31,	2011			2010			March 31, 2011

Sales	$	—		$	2,527		$	33,994

Cost of Sales		—			—			9,123

Gross Profit		—			2,527			24,871

Expenses
Selling and Direct		—			—			184,870
Compensation Expense		—			—			420,005
General and Administrative		125,256			43,215			1,130,414
Interest Expense		5,631			5,443			59,095
Loss on Impairment of License Right		—			—			130,505
Gain on Sale of Assets		—			—			(3,200	)

Total Expenses		130,887			48,658			1,921,689

Net Loss for the Period	$	(130,887	)	$	(46,131	)	$	(1,896,818	)

Loss per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.04	)

Weighted Average Common Shares Outstanding		94,644,370			81,636,544			42,345,370

The accompanying notes are an integral part of these financial statements.

F-4

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY LTD.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

CONSOLIDATED STATEMENTS OF CASH FLOWS

							Period From
							Date of Inception
							(March 2, 2006)
							Through
For the Three Months Ended March 31,	2011			2010			March 31, 2011

Cash Flows from Operating Activities

Net Loss for the Period	$	(130,887	)	$	(46,131	)	$	(1,896,818	)

Adjustments to Reconcile Net Loss for the Period to Net Cash Flows from Operating Activities:
Amortization		—			1,625			19,494
Depreciation		1,294			2,039			39,058
Common Stock Issued in Exchange for Services		91,120			—			744,093
Expense to Prior Owners		—			—			257,000
Gain on Sale of Assets		—			—			(3,200	)
Loss on Impairment of License Right		—			—			130,505
Rent Expense		9,000			—			9,000
Changes in Assets and Liabilities:
Prepaid Expenses		—			—			(14,182	)
Accounts Payable		—			(1,755	)		(24,458	)
Accrued Expenses		14,969			5,267			68,435
Accrued Legal Expense		(9,882	)		14,160			109,997
Accrued Interest		5,631			5,443			59,096
Deferred Revenues		—			(2,526	)		75,818

Net Cash Flows from Operating Activities		(18,755	)		(21,878	)		(426,162	)

Net Cash Flows from Investing Activities
Proceeds from Sale of Asset		—			—			5,000
Acquisition of Cash in Reorganization		—			—			916
Purchase of Property and Equipment		—			—			(36,802	)

Net Cash Flows from Investing Activities		—			—			(30,886	)

Cash Flows from Financing Activities
Cash Proceeds from Sale of Stock		—			—			64,870
Cash Received from (Advance to) - Related Party		15,000			—			6,063
Due to Officer		3,850			12,500			386,875

Net Cash Flows from Financing Activities		18,850			12,500			457,808

Net Change in Cash and Cash Equivalents		95			(9,378	)		760

Cash and Cash Equivalents - Beginning of Year		665			10,658			—

Cash and Cash Equivalents - End of Year	$	760		$	1,280		$	760

Supplemental Non-Cash Investing and Financing Activities:
Acquisition of Accounts Payable in Reorganization	$	—		$	—		$	210,132
Acquisition of Notes Payable in Reorganization	$	—		$	—		$	47,988
Deemed Distribution	$	—		$	—		$	312,000
Common Stock Issued (Retired) for Prepaid Expenses	$	(216	)	$	—		$	105,828
Common Stock Issued to Relieve Accounts Payable	$	—		$	—		$	3,500
Common Stock Issued for Note Payable Conversion	$	—		$	—		$	202,547
Common Stock Issued for Related Party Payable	$	—		$	—		$	70,000

Cash Paid During the Period for:
Interest	$	—		$	—		$	—
Income Taxes	$	—		$	—		$	—

The accompanying notes are an integral part of these financial statements.

F-5

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A -

The Company

Merger and Recapitalization

The Company was incorporated in the State of Nevada on September 9, 2004, as Arch Management Services Inc. A change of control of the Company occurred on June 5, 2006 and the Company changed its name from “Arch Management Services Inc.” to “Tiger Ethanol International Inc.” on November 24, 2006. On February 11, 2008 the Company changed its name to “Tiger Renewable Energy Ltd.” Another change of control of the Company occurred on June 4, 2009. On August 10, 2009 the Company changed its name to “Cono Italiano, Inc.” and its symbol changed to CNOZ.

The Company was previously party to a joint venture named Xinjiang Yajia Distillate Company Limited (the “Venture”) to produce ethanol in the People’s Republic of China. The Company’s board of directors determined that it was in the Company’s best interest to initiate a withdrawal from the ethanol business as of January 31, 2009 and assess alternative businesses.

On June 4, 2009 an Affiliate Stock Purchase Agreement (the “Stock Purchase Agreement”) was entered into by and between Gallant Energy International Inc. (“Gallant”), the owner of 5,000,000 shares of the Company’s common stock (prior to the Company’s one for sixty reverse stock split) and Lara Mac Inc. (“Lara Mac”), an entity controlled by Mitchell Brown (now the Chief Executive Officer of the Company and a member of the Company’s Board of Directors). Pursuant to the Stock Purchase Agreement, Gallant sold all of its 5,000,000 shares of the Company’s common stock to Lara Mac. The Gallant transaction with Lara Mac resulted in a change in control of the largest voting block of the Company effective as of June 4, 2009.

Under the terms of the Stock Purchase Agreement, the Board appointed five individuals to fill vacancies on the Board. These new directors commenced their service on June 19, 2009. The Board also appointed four new officers of the Company.

On August 10, 2009, the Company conducted a one for sixty reverse stock split. As of that date, all of the existing outstanding common stock of the Company have been consolidated such that existing stockholders will hold one share of post-split common stock for every sixty shares owned prior to the reverse split. All fractional shares resulting from the reverse stock split have been rounded up to the next whole share.

Janex International Inc. was formed on July 6, 2007, in the State of Delaware. On January 8, 2008 Janex International Inc., changed its name to Cono Italiano, Inc (Delaware).

Cono Italiano, LLC (Cono, LLC) was formed on June 27, 2007 as a limited liability company in the State of New Jersey. Cono, LLC had no operations and its primary assets were the license rights to manufacture, market, and distribute “pizza cono”, a unique pizza style food product.

- continued -

F-6

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A -

The Company - continued

Merger and Recapitalization

In March 2007, the license rights held by the individual founders of Cono, LLC were sold to The Total Luxury Group (TLG), an unrelated entity. On January 8, 2008 the license rights were transferred to Mitchell Brown for the total consideration of $312,000. The transfer of Cono, LLC (which includes the license rights) was effected in settlement of an obligation due to Mitchell Brown by TLG.

On January 14, 2008, Cono, LLC was sold to Cono, Inc. (Delaware) for the total consideration of $426,000. In exchange for the 100% interest in Cono, LLC, the sole member of the LLC received 6,000,000 shares of Cono, Inc. (Delaware) valued at $114,000 and was issued a promissory note for $312,000. Mitchell Brown is also a principal stockholder in Cono, Inc. (Delaware).

The transaction was accounted for as a recapitalization of Cono, Inc. and Cono, LLC; as both companies were under common control. As such, the assets and liabilities of Cono, LLC were carried over to Cono, Inc. (Delaware) at the historical carrying values.

At the time of the sale of Cono, LLC to Cono, Inc. (Delaware), Cono LLC had a tangible net book value of $114,700. Since the assets and liabilities of Cono, LLC were recorded at their historical carrying amounts after the merger and recapitalization, the excess of the consideration paid of $426,000 over the carrying value of $114,700 had been recorded as a distribution to the stockholder.

On November 12, 2009 Cono Inc. (Delaware) entered into a share exchange agreement whereby Cono Inc. (Delaware) would exchange all of its common stock for the stock of Tiger Renewable Energy, Inc. (TRE) (a shell company) on a share for share basis. Prior to entering into the share exchange agreement, the principal stockholder of Cono Inc. (Delaware) became a stockholder of TRE, either through direct ownership or through an entity in which he controlled, effectively gaining control of TRE, and on August 10, 2009, TRE changed its name to Cono Italiano, Inc., a Nevada corporation. As an inducement for Cono (Delaware) to enter the share exchange agreement, TRE’s largest shareholder has agreed to the cancellation of 242,557 shares of Cono (Nevada) stock.

The exchange of shares between Cono Italiano, Inc., (Delaware) and Cono Italiano, Inc., (Nevada) was accounted for as a recapitalization of the Companies, as the majority stockholder of Cono Italiano, Inc. will be the majority stockholder of the surviving company. Pursuant to the accounting for a recapitalization, the historical carrying value of the assets and liabilities of Cono, Inc. (Nevada) will carry over to the surviving company.

Effective at the closing of the share exchange transactions, November 12, 2009, Cono (Delaware) became a wholly owned subsidiary of Cono (Nevada).

- continued -

F-7

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A -

The Company - continued

Scope of Business

The Company is licensed to distribute an innovative food product - a cone-shaped pizza called "Pizza Cono." The product will be distributed into fast food market establishments which include typical fast food chains, supermarkets, convenience stores, entertainment facilities, and sports arenas. The Company’s focus will be the sale and management of licensing and distribution agreements with customers.

Note B -

Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements of Cono Italiano, Inc. (the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s registration statement on Form 10-K, and other reports filed with the SEC.

The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. Certain information that is not required for interim financial reporting purposes has been omitted.

Principles of Consolidation

The consolidated financial statements include the accounts of Cono Italiano, Inc. (Nevada) and its wholly owned subsidiary, Cono Italiano, Inc. (Delaware) (the “Company”). All significant intercompany balances have been eliminated in consolidation.

Method of Accounting

The Company maintains its books and prepares its financial statements on the accrual basis of accounting.

- continued -

F-8

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note B -

Summary of Significant Accounting Policies – continued

Development Stage

The Company has operated as a development stage enterprise since its inception by devoting substantially all of its efforts to financial planning, raising capital, research and development, and developing markets for its services. The Company prepares its financial statements in accordance with the requirements of FSAB ASC 915, ““Development Stage Entities.”

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes” using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment. Deferred tax assets are recognized, net of any valuation allowance, for temporary differences and net operating loss and tax credit carry forwards. Deferred income tax expense represents the change in net deferred assets and liability balances.

Earnings per Share

Earnings per share of common stock are computed in accordance with FASB ASC 260, “Earnings per Share”. Basic earnings per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and diluted earnings per share.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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.

- continued -

F-9

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note B -

Summary of Significant Accounting Policies – continued

Fair value of Financial Instruments

Prepaid expenses, accrued expenses, notes payable, and amounts due to and from related parties are carried in the financial statements at amounts which approximate fair value.

Stock-Based Compensation

Stock-based compensation related to non-employees is recognized based on service provided in the accompanying statements of operations and is based on the fair value of the services received or the fair value of the equity instruments issued, whichever is more readily determinable. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505, “Equity Based Payments to Non-Employees”. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

Note C -

Recently Issued Accounting Standards

In January 2010, the FASB issued Accounting Standards Updated (ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements,” which amends ASC 820, “Fair Value Measures and Disclosures.” ASU No. 2010-06 amends the ASC to require disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also require more detailed disclosure about the activity within Level 3 fair value measurements. The changes to the ASC as a result of this update are effective for annual and interim reporting periods beginning after December 15, 2009 (January 1, 2010 for the Company), except for the requirements related to Level 3 disclosures, which are effective for annual and interim reporting periods beginning after December 15, 2010 (January 1, 2011 for the Company). This guidance requires new disclosures only, and had no impact on the Company’s consolidated financial statements.

F-10

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note D -

Related Party Transactions

Due from Related Party

On July 14, 2008, (the date of Edesia’s inception), the Company entered into an operating agreement with Edesia Emprise, LLC to manufacture product for the Company. The CEO of the Company owned 50% of Edesia until July 21, 2008 when he transferred his interest to a relative. At the date of the transfer, Edesia had no assets or business operations.

Due from Related Party consists of monies advanced on behalf of Edesia Emprise, LLC.

The Company purchased manufacturing equipment on behalf of Edesia to be used by an unrelated entity for the production of the pizza cones products. The manufactured pizza cone products will be resold by Cono and its licensees. Production of the pizza cones under the agreement began in March 2009.

The advances are non-interest bearing and is due upon demand. Due from related party consists of the following:

	March 31,		December 31,
	2011		2010

Edesia Emprise, LLC	$	63,937	$	78,937

On November 11, 2009, Cono Italiano (Delaware) and Edesia Emprise, LLC entered into a Master Manufacturing Agreement. Pursuant to this Master Manufacturing Agreement, Edesia Emprise, LLC will produce the Company’s Pizza Cono product. Cono Italiano (Delaware) has agreed to pay Edesia Emprise, LLC the costs of production plus fifteen percent (15%). This Master Manufacturing Agreement has a five (5) year term and will automatically renew unless cancelled by one of the parties pursuant to its terms. This Master Manufacturing Agreement is exclusive within the United States. Edesia Emprise, LLC may either produce this product directly or through a subcontractor.

Edesia Emprise, LLC has entered into a subcontract agreement with Sunrise Bakery, located in Brooklyn, New York, to produce the cones for the Pizza Cono product on behalf of Edesia Emprise, LLC.

Due to Officer

Certain disbursements of the Company have been paid by an officer of the Company. The balance at March 31, 2011 and December 31, 2010 was $698,875 and $695,025, respectively. There are no established repayment terms. For the periods ended March 31, 2011 and December 31, 2010, the Company has imputed interest at the applicable federal rate of 2.44% and 1.53%, respectively. Accrued interest was $47,980 and $43,729, at March 31, 2011 and December 31, 2010, respectively

- continued –

F-11

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note E -

Notes Payable

In January, 2008, Cono Inc. (Delaware) issued 3,000,000 shares of common stock to the former owners of the license rights of the Pizza Cono Products. The shares were issued by agreement between Cono, Inc. (Delaware) and the former owners in satisfaction of any future claims whether known or unknown with regards to the license rights. In addition to the shares issued, the Company also issued a note payable to the MEGK Group LLC (the former owners) in the amount of $200,000 on December 28, 2007. Interest accrued at 8% per annum, and the note was due in full on December 28, 2008. This note was also convertible automatically upon the sale of all or substantially all of the assets of the Company or the merger, consolidation or liquidation of the Company where the Company would not remain in control of the new company. The note could also be converted at option of the holder. Common stock issued upon conversion would be calculated by dividing the principal amount of the note to be converted divided by $.001. On November 1, 2009, MEGK assigned its rights to this note payable to Azure Seas Ltd.

On December 16, 2009, Azure renegotiated the original convertible promissory note, waived all past due interest on the note through November 1, 2009, and assigned $18,000 of the note to various holders. Prior to December 31, 2009, those holders converted their notes payable of $18,000 to 18,000,000 shares common stock. At December 31, 2009 note payable to Azure was $182,000. On January 11, 2010, Azure converted their note payable of $182,000 and accrued interest of $2,547 to 2,000,000 shares common stock. For the years ended March 31, 2011 and 2010, interest expense was $-0- and $2,547, respectively.

The Company also has a note payable to DT Crystal Limited accruing interest at 10% annual which is due upon demand. The note is convertible at option of the holder into restricted stock of Cono (Nevada). At March 31, 2011 and December 31, 2010 note payable to DT Crystal was $56,556 and $55,177, respectively. Interest expense for the three months ended March 31, 2011 and 2010 was $1,379 and $1,250, respectively.

Note F -

Going Concern

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations. As a result, there is an accumulated deficit of $1,896,818 at March 31, 2011.

The Company’s continued existence is dependent upon its ability to raise capital. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern

F-12

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note G –

Employment Contracts

On December 30, 2009 the Company entered into employment agreements with each of the officers serving the Company. The employment agreements contained the following provisions: (i) two-year terms with automatic renewal provisions unless notice is given by either party 30 days prior to renewal; (ii) commitment of a substantial portion of their professional time to the Company, consisting of 75% of their time for Mitchell Brown and 60% of their time for each of Joseph Masselli, Alex Kaminski and Steve Savage; and (iii) and additional customary employment agreement terms and conditions. The officers have agreed that they will not receive any compensation for their services to the Company prior to January 1, 2012. The compensation of the officers has been set as follows:

	Annual
Officer	Salary
Mitchell Brown, Chief Executive Officer	$	125,000
Joseph Masselli, President and Chief Operating Officer	$	75,000
Alex Kaminski, Chief Financial Officer and Treasurer	$	50,000
Steve Savage, Secretary	$	50,000

It has been agreed by the Company, Mr. Smith, a director and Mr. Kaminski that pursuant to separate stock option agreements, Mr. Smith will be granted options to purchase 2,000,000 shares of the Company’s common stock at $.01 per share and Mr. Kaminski will be granted options to purchase 1,500,000 shares of the Company’s common stock at $.01 per share. These options will vest in one year and will expire in three years. As of March 31, 2011, the stock agreements have not been executed, therefore the options have not been granted.

On January 24, 2011 Joseph Masselli was relieved from his position as President and Chief Operating Officer.

Note H –

Stock Based Compensation Expense

On October 5, 2006, the Company’s Board of Directors adopted the Company’s 2006 Equity Incentive Plan, which authorizes the Company to issue options for the purchase of up to 2,000,000 shares of the Company’s common stock, pursuant to the terms and conditions set forth therein. The Equity Incentive Plan authorizes the issuance of incentive stock options (ISQ) and non-qualified stock options (NQOs) to the Company’s employees, directors or consultants.

- continued -

F-13

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note H –

Stock Based Compensation Expense - continued

Options outstanding at the date of acquisition were 336. All outstanding options were fully vested and expensed prior to the acquisition.

	Number of		Weighted - Average
Options	Options		Exercise Price
Balance at December 31, 2010		336	$	120
Granted		––		––
Exercised		––		––
Cancelled		––		––
Balance at March 31, 2011		336	$	120

Options Exercisable at March 31, 2011		336	$	120

The aggregate intrinsic value of the options outstanding and the options exercisable during the three months ended March 31, 2011 is $-0-.

The following table summarizes information about options outstanding and exercisable at March 31, 2011:

Weighted

Options

Average

Options

Outstanding

Contractual Life

Exercisable

Exercise Price

Number

(In Years)

Number

120

336

.85

336

As of March 31, 2011, there was no unrecognized compensation cost related to non-vested stock options.

F-14

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note I -

Income Tax Compliance

The Company is not in compliance with filing its required income tax returns. Since the Company has had continuous losses and has available net operating losses, the Company believes that any tax liability would not be material. Deferred taxes are provided for the temporary differences between the financial reporting basis and the tax reporting basis of the Company’s assets and liabilities. The temporary differences between financial reporting and income tax purposes are primarily net operating loss carry forwards for income tax purposes. A valuation allowance is recorded for deferred tax assets when management determines it is more likely than not, that such assets, will not be realized.

A full valuation allowance has been established against the deferred tax assets for the years ended December 31, 2010 and 2009 as utilization of the loss carry forwards and realization of other deferred tax assets cannot be reasonably assured.

Note J -

Licensing Revenue

On July 9, 2008, (subsequently amended in October, 2009) the Company entered into a Supplier/Distribution agreement with Pino Gelato, Inc., an unrelated entity. The agreement grants the exclusive manufacture and distribution rights to Pino Gelato, Inc. for the production of pizza cono food products for certain specified geographical territories. The term of the agreement is for ten (10) years with an automatic renewal for another ten (10) years. In addition, Pino Gelato, Inc. has the exclusive rights to enter into franchise agreements with third parties to market and sell the pizza cono food products.

In exchange for the rights granted to Pino Gelato under the agreement, the Company received total cash consideration of $100,000.

As an inducement for Pino Gelato, Inc to buy the distribution and franchise rights, the Company agreed to issue 375,000 shares of common stock to Pino upon receipt of the first and final installment of the agreement. Common stock amounting to 250,000 shares were issued prior to the execution of the amendment in October, 2009 with the remaining 125,000 shares to be issued upon receipt of the final $25,000 cash payment from Pino. As of December 31, 2010, the final payment has been received from Pino and the related 125,000 shares were issued. The fair market value of the common stock issued in connection with the installment payments made has been recorded as an offset to the payments received under the agreement. The payments received have been recorded as deferred licensing revenue in the accompanying consolidated financial statements. The licensing revenue was being amortized to revenue over the initial license term of ten (10) years.

The Company is also entitled to ten (10) percent of all franchise revenue generated by Pino Gelato.

On December 22, 2010, Pino Gelato terminated its relationship with the Company. The remaining deferred revenue balance of $75,691 was recorded as additional paid-in capital for the common stock issued in conjunction with the agreement. Each party will retain what they have been given.

F-15

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note K -

Other Matters

On November 6, 2009, Cono Italiano (Delaware) entered into a Commitment Letter, pursuant to which, one of the Company’s shareholders, Lara Mac has agreed to provide financing to Cono Italiano, Inc., with such funds as the Company’s Board of Directors shall deem to be sufficient to maintain the Company’s ordinary course of business operations (the “Commitment Amount”). We may draw on the Commitment Amount in monthly tranches in accordance with our operating requirements as set forth in our business plan. The available Commitment Amount will be reduced by the aggregate cash proceeds received by the Company which are derived from the issuance of any equity securities and Company gross revenues. Draws on the Commitment Amount will be made on terms of unsecured notes, with interest set on each note as of the date of the draw at prime rate plus two percent per annum. The notes will mature and become repayable thirty calendar days after demand at any time following the earlier of (a) December 31, 2010 or (b) the date upon which we are in receipt of revenues or proceeds from the sales of equity securities. We will give Lara Mac customary representations and warranties regarding the good standing of our Company and status of progress in respect of our Company business plan prior to each draw on the Commitment Amount, and we will provide certifications and covenants regarding use of proceeds of each draw, which will be in customary forms reasonably requested by Lara Mac as determined by reference to similar lenders making similar loans to similar companies. Lara Mac will not be required to make any loans under the Commitment Amount to us if we are unable to make the representations, warranties, certifications or covenants, or if we are in breach of any previously given representations, warranties, certifications or covenants. If we breach any of the notes, the default rate will be 15% per annum and Lara Mac may seek recourse against our company for repayment of all of the notes. As of March 31, 2011, no funds have been borrowed.

On August 1, 2010, Cono Italiano (Delaware) entered into a manufacturing agreement with Interstate Caterers for the purposes of manufacturing, producing and distributing “pizza cono”. The term of the agreement shall continue in force and effect unless terminated by either party. Cono will lease to Interstate equipment required for the manufacture of the product for $1 per year. All equipment will remain the property of Cono and upon termination of the agreement be returned to Cono by Interstate. In addition to this agreement Cono issued 100,000 shares of common stock to the 2 sole stockholders of Interstate in exchange for the use of Interstate’s facility for 1 (one) year at an approximate value of $36,000 for the calendar year 2011, included in prepaid expenses. At March 31, 2011, $9,000 has been expensed to Rent.

F-16

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Report. This Report contains certain forward-looking statements and the Company's future operating results could differ materially from those discussed herein. Certain statements contained in this Report, including, without limitation, statements containing the words "believes", "anticipates," "expects" and the like, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, as the Company intends to issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, the Company is ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.

Introduction

The Company was incorporated in the State of Nevada on September 9, 2004 as Arch Management Services Inc. A change of control of the Company occurred on June 5, 2006 and the Company changed its name from “Arch Management Services Inc.” to “Tiger Ethanol International Inc.” on November 24, 2006. On February 11, 2008 the Company changed its name to “Tiger Renewable Energy Ltd.” Another change of control of the Company occurred on June 4, 2009. On August 10, 2009, the Company changed its name to “Cono Italiano, Inc.” and its symbol changed to CNOZ.

Our principal business address is 10 Main Street, Keyport, NJ 07735 and our telephone number is 877-330-2666.

Our Business

The Company was previously involved in the production of ethanol from agricultural products. The Company’s board of directors determined that it was in our best interest to initiate a complete and total withdrawal from the ethanol business as of January 31, 2009. The Company subsequently began seeking new business opportunities.

We identified Cono Italiano (Delaware) as a business venture that would be suitable for future operation. On November 12, 2009, we entered into an agreement with the shareholders of Cono Italiano (Delaware) pursuant to which we acquired all of the issued and outstanding shares of the Cono Italiano (Delaware) and we now operate Cono Italiano (Delaware) as a wholly-owned subsidiary of our Company.

Cono Italiano (Delaware)

In March 2006 Cono Italiano LLC, a New Jersey limited liability company, entered into an agreement with Kono Italia S.R. L., an Italian company doing business as “Pizza Hands.” Kono Italia S.R.L owns the designs, recipes and technology for the “Pizza Cono,” a food product for quick service restaurants consisting of a cone shaped pizza dough. Cono Italiano (Delaware), as the successor to Cono Italiano, LLC, holds a distribution agreement for North America from Kono Pizza in Italy. This distribution agreement grants the licensee an exclusive license to exploit this product in the United States, Canada and Mexico for a twenty-five (25) year term. The product is patented in the United States and Europe as is the cone production machine which is proprietary. In 2007 Cono Italiano, LLC introduced the product into the North American market by building an alliance with Center Plate, a food service provider to stadiums and arenas throughout North America. At the present time, the Company has no contractual agreements with Center Plate.

Cono Italiano (Delaware) was formed through the merger of Cono Italiano LLC, a New Jersey limited liability company, and Janex International, Inc., a Delaware corporation, on January 14, 2008. The combined entity changed its name to “Cono Italiano, Inc.” on that date.

Cono Italiano is licensed to distribute a food product called the “Pizza Cono.” This Pizza Cone is designed to be a drip free, spill free cone-shaped pizza made of a proprietary dough and filled with freshly selected ingredients. The Company intends that the Pizza Cone will be distributed through the fast food market (the fast food market is generally defined as restaurants selling food and drinks for immediate consumption either on the premises in designated eating areas, or for consumption elsewhere). The Pizza Cone will be distributed to quick-service restaurants, takeaways, mobile and street vendors, and leisure locations. These establishments include typical fast food chains, supermarkets, convenience stores, entertainment facilities and sports arenas. In addition, the Pizza Cone will be sold at stores that sell frozen packaged products for use at home.

On July 9, 2008, Cono Italiano (Delaware) entered into a distribution and licensing agreement (the “Distribution Agreement”) with Pino Gelato, Inc., a South Carolina corporation presently involved in retail sales of Italian gelato and sales of franchises for the sale of gelato. Under the terms of the Distribution Agreement, we granted to Pino Gelato, Inc. the rights in the United States, Canada and Mexico to sell and distribute our products through immediate consumption retail channels, such as a restaurant, snack bar, kiosk, or other similar setting. The Distribution Agreement included the right to market Pizza Cones and establish Pizza Cone and Pino Gelato Cafes. Cono Italiano (Delaware) received $100,000 in cash in consideration for such Distribution Agreement. As an inducement to buy the distribution and franchise rights by Pino Gelato, Inc. the Company issued 375,000 shares of common stock to Pino Gelato. The Distribution Agreement was terminated on December 22, 2010. Cono Italiano (Delaware) now directly retains the distribution rights regarding the sale of products, both for sale to retail channels and on a wholesale basis to stores that sell frozen packaged products.

As part of Cono Italiano (Delaware)’s marketing strategy, Cono Italiano (Delaware) paid $8,500 in September of 2008 to develop retail packaging and conducted a photo shoot for the product in October of 2008 at a cost of $1,500.

There have been five licenses sold to date and there are currently five such cafes in operation, located in South Carolina, Tennessee, Pittsburgh and Ohio. These cafes are presently selling the Pizza Cone product.

Since March of 2009, Cono Italiano (Delaware)’s marketing and distribution efforts have also included giving free samples of its product away at the Indianapolis Speedway, presenting the product to potential distributors at a trade show, and selling the product at an Italian festival in Indianapolis.

In July of 2008, the Company’s Chief Executive Officer, Mitchell Brown and Ramona Fantini of Pino Gelato formed a manufacturing entity, Edesia Emprise, LLC, to produce and manufacturer the "Cones." Mitchell Brown transferred his ownership interests in Edesia Emprise, LLC to his father, Gene Brown, later that month. The Company contracted with a third party manufacturer for this project in January of 2009, and cancelled such agreement in October of 2009.

Financial Information in this Report

The acquisition of Cono Italiano (Delaware) by our Company is for accounting purposes treated as a reverse acquisition where Cono Italiano (Delaware) is the accounting survivor. As such, all financial information discussed and presented herein is the historical and current information pertaining only to Cono Italiano (Delaware) except as otherwise indicated. The financial statements and notes included as part of this Report pertain only to Cono Italiano (Delaware) as the accounting survivor and disregard the historical financial statements filed by our Company prior to the acquisition of Cono Italiano (Delaware).

In connection with the acquisition of Cono Italiano (Delaware), the Company changed its fiscal year end from January 31st to December 31st.

Revenues

From inception through March 31, 2011, the Company has had total sales of $33,994. In the three month period ended March 31, 2011, Cono Italiano (Delaware) had total sales of $0, compared to total sales of $2,527 in the three month period ended March 31, 2010.

From inception through March 31, 2011, the Company’s gross profits have been $24,871. The Company’s gross profits for the three month period ended March 31, 2011 were $0, which was a decrease from $2,527 for the three month period ended March 31, 2010. In each of the three month periods ended March 31, 2011 and March 31, 2010, the Company had no cost of sales.

Financial Condition, Liquidity and Capital Resources

Through March 31, 2011, Cono Italiano (Delaware) has accrued total liabilities of $1,179,516 in the course of developing its operations. The Company’s expenditures are expected to increase as the Company expands its operations, expends additional funds on marketing, administration and new staff, and commences the payment of salaries to existing officers and directors (although the Company’s officers and directors have agreed that they will not receive any salary through December 31, 2011). Total liabilities increased from $1,164,948 at December 31, 2010 to $1,179,516 at March 31, 2011. As of March 31, 2011, the Company’s liabilities included, in part, $698,875 due to an officer of the Company, $135,508 in accounts payable and $172,161 in accrued legal expenses.

The total assets of Cono Italiano (Delaware) decreased from $212,064 on December 31, 2010 to $186,649 at March 31, 2011. This included $63,937 due from a related party, which was a decrease from $78,937 at December 31, 2010. Prepaid expenses were $111,010 as of March 31, 2011, which was a decrease from $120,226 on December 31, 2010. Property and equipment, net of accumulated depreciation, were $10,942 as of March 31, 2011, a decline from $12,236 as of December 31, 2010.

As of March 31, 2011, Cono Italiano (Delaware) had $760 in cash and cash equivalents, as compared to $665 as of December 31, 2010. The main source of the Company’s cash has been loans from an officer; our Chief Executive Officer, Mitchell Brown, was owed $698,875 as of March 31, 2011, which total loan amount increased from $695,025 at December 31, 2010.

From inception through March 31, 2011, the Company’s total expenses have been $1,921,689. Total expenses for the three month period ended March 31, 2011 were $130,887, which included general and administrative expenses of $125,256 and interest expenses of $5,631. This was an increase from the three month period ended March 31, 2010, in which total expenses were $48,658, consisting of general and administrative expenses of $43,215 and interest expenses of $5,443.

From inception through March 31, 2011, the Company’s selling expenses have been $184,870, compensation expenses have been $420,005, general and administrative expenses have been $1,130,414 and interest expenses were $59,095.

The Company’s net loss from inception through March 31, 2011 has been $1,896,818. The net loss for the three month period ended March 31, 2011 was $130,887, which was an increase from $46,131 for the three month period ended March 31, 2010.

The Company’s management believes that Cono Italiano will need additional capital to conduct business, grow and expand the Company. The terms and condition of any which we may receive financing could have a material adverse affect on our business, results of operations, liquidity and financial condition.

On November 9, 2009, Cono Italiano (Delaware) entered into a Commitment Letter, pursuant to which, one of our shareholders, Lara Mac has agreed to provide financing to Cono Italiano, Inc., with such funds as the Company’s Board of Directors shall deem to be sufficient to maintain the Company’s ordinary course of business operations (the “Commitment Amount”). Lara Mac is wholly owned by Mitch Brown, our Chief Executive Officer. We may draw on the Commitment Amount in monthly tranches in accordance with our operating requirements as set forth in our business plan. The available Commitment Amount will be reduced by the aggregate cash proceeds received by the Company which are derived from the issuance of any equity securities and Company gross revenues. Draws on the Commitment Amount will be made on terms of unsecured notes, with interest set on each note as of the date of the draw at prime rate plus two percent per annum. The notes will mature and become repayable thirty calendar days after demand at any time following the earlier of (a) December 31, 2010 or (b) the date upon which we are in receipt of revenues or proceeds from the sales of equity securities. We will give Lara Mac customary representations and warranties regarding the good standing of our Company and status of progress in respect of our Company business plan prior to each draw on the Commitment Amount, and we will provide certifications and covenants regarding use of proceeds of each draw, which will be in customary forms reasonably requested by Lara Mac as determined by reference to similar lenders making similar loans to similar companies. Lara Mac will not be required to make any loans under the Commitment Amount to us if we are unable to make the representations, warranties, certifications or covenants, or if we are in breach of any previously given representations, warranties, certifications or covenants. If we breach any of the notes, the default rate will be 15% per annum and Lara Mac may seek recourse against our company for repayment of all of the notes. As of March 31, 2011, there had been no borrowings under the Commitment Letter.

The independent auditor's reports of EFP Rotenberg, LLP for the year ended December 31, 2010 contained "going concern" qualifications, noting that there was an accumulated deficit of $1,765,931 at December 31, 2010. Cono Italiano (Delaware)’s auditors expressed the opinion that such entity’s continued existence is dependent upon its ability to raise capital. The financial statements do not include any adjustments that might be necessary should Cono Italiano (Delaware) be unable to continue as a going concern.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Though we evaluate our estimates and assumptions on an ongoing basis, our actual results may differ from these estimates.

Stock-Based Compensation

Stock-based compensation related to non-employees is recognized as compensation expense in the accompanying consolidated statements of operations and is based on the fair value of the services received or the fair value of the equity instruments issued, whichever is more readily determinable. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505, “Equity Based Payments to Non-Employees.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

Off Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4: Controls and Procedures

As of the end of the period covered by this Report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities and Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation of our disclosure controls and procedures as of March 31, 2011, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and this information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosures.

Management identified a material weakness (as defined in Public Company Accounting Oversight Board Standard No. 2) in our internal control over financial reporting regarding a lack of adequate segregation of duties and concluded that such controls were not effective as of March 31, 2011.

Changes in Internal Control Over Financial Reporting

The Company is in the process of improving its internal control over financial reporting in an effort to remediate this material weakness by improving period-end closing procedures and requiring all period-end recurring and non-recurring adjustments be reviewed by the Chief Financial Officer.

As of March 31, 2011, there has been no change in the Company’s internal control over financial reporting that has materially affected or is 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, and has not been during the period covered by this Quarterly Report, a party to any legal proceedings.

Item 1A: Risk Factors

Not Applicable.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

Not Applicable.

Item 3: Defaults Upon Senior Securities

Not Applicable.

Item 4: Reserved

Not Applicable.

Item 5: Other Information

On January 28, 2011 Joseph Masselli was relieved of his position of President and Chief Operating Officer of Cono Italiano Inc. On March 15, 2011 Mr. Masselli’s service as a member of the Company’s Board of Directors terminated.

Item 6: Exhibits

(a) Exhibits

Exhibit No.		Description of Exhibits

Exhibit 31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2		Certification of the Principal Financial 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.

	CONO ITALIANO, INC.
	(Registrant)

Dated: May 20, 2011
	By:	/s/ Mitchell Brown
		Name:	Mitchell Brown
		Title:	Principal Executive Officer

Dated: May 20, 2011
	By:	/s/ Alex J. Kaminski
		Name:	Alex J. Kaminski
		Title:	Principal Financial Officer and
			Chief Accounting Officer

Attached files

Cono Italiano, Inc. Reports

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