Attached files
| file | filename |
|---|---|
| EX-32.2 - Global Smoothie Supply, Inc. | gss_ex32-2.htm |
| EX-31.2 - Global Smoothie Supply, Inc. | gss_ex31-2.htm |
| EX-31.1 - Global Smoothie Supply, Inc. | gss_ex31-1.htm |
| EX-32.1 - Global Smoothie Supply, Inc. | gss_ex32-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011
COMMISSION FILE NO.: 333-164868
Global Smoothie Supply, Inc.
(Exact name of registrant as specified in its charter)
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Texas
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20-2784-176
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(State of incorporation)
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(IRS identification number)
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4428 University Blvd. Dallas, TX
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75205
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(Address of principal executive offices)
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(Zip Code)
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(214) 769-0836
(Registrant’s telephone number)
Check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant as 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 [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check One): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X]
The number of outstanding shares of no-par common stock as of March 31, 2011 was 77,814,504.
GLOBAL SMOOTHIE SUPPLY, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
ii
PART I. FINANCIAL INFORMATION
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ITEM 1. Financial statements
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Global Smoothie Supply, Inc.
Balance Sheets
Unaudited
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March 31,
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December 31
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2011
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2010
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ASSETS
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Current Assets
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Cash
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$ | 5,696 | $ | 23,667 | ||||
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Accounts Receivable Net
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264 | - | ||||||
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Inventory Asset
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1,724 | 216 | ||||||
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Prepaid Insurance
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- | 9,813 | ||||||
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Total Current Assets
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7,684 | 33,696 | ||||||
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Fixed Assets
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Furniture and Equipment
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3,600 | 3,600 | ||||||
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Accumulated Depreciation
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(2,467 | ) | (2,287 | ) | ||||
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Total Net Fixed Assets
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1,133 | 1,313 | ||||||
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Total Assets
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$ | 8,817 | $ | 35,009 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Liabilities
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Accounts Payable & Accrued Expenses
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$ | 23,212 | $ | 29,957 | ||||
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Payroll Liabilities
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8,000 | 8,000 | ||||||
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Warranty Liability
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9,600 | 9,600 | ||||||
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Total Current Liabilities
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40,812 | 47,557 | ||||||
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Total Liabilities
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40,812 | 47,557 | ||||||
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Stockholders' Equity
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(See Note 3 for Pro-forma treatment of former Subchapter S Corp)
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Total Preferred Shares Authorized 50,000,000
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Preferred Stock issued at zero par as of
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03/31/2011: 0
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12/31/2010: 0
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Total Common Shares Authorized 100,000,000
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Common Stock issued at zero par as of
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03/31/2011: 77,814,504
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12/31/2010: 77,784,504
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Paid In Capital
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2,082,960 | 1,831,710 | ||||||
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Retained Deficit
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(2,114,955 | ) | (1,844,257 | ) | ||||
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Total Stockholders Equity
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(31,995 | ) | (12,548 | ) | ||||
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Total Liabilities and Stockholders' Equity
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$ | 8,817 | $ | 35,009 | ||||
The accompanying notes are an integral part of these statements
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Global Smoothie Supply, Inc.
Statement of Operations
Unaudited
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Quarter Ended
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March 31
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2011
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2010
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Revenue
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Puree Revenue
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$ | 1,675 | $ | 4,385 | ||||
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Total Revenue
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1,675 | 4,385 | ||||||
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Cost of Goods Sold
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1,093 | 3,034 | ||||||
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Gross Margin
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582 | 1,351 | ||||||
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Expenses
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Advertising and Promotion
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6,236 | 918 | ||||||
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Officer Stock Compensation
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243,750 | 243,750 | ||||||
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General and Administrative
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21,114 | 31,758 | ||||||
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Depreciation Expense
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180 | 219 | ||||||
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Income (Loss) from Operations
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(270,698 | ) | (275,294 | ) | ||||
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Interest Expense
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- | - | ||||||
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Net (Loss)
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$ | (270,698 | ) | $ | (275,294 | ) | ||
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(Loss) Earnings per Common Share
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Basic and Diluted
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** | ** | ||||||
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Weighted average common shares outstanding:
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Basic & Diluted
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77,807,025 | 77,552,937 | ||||||
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Proforma (See Note 3)
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Net (Loss) as above
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(270,698 | ) | (275,294 | ) | ||||
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Proforma Income Tax Adjustment
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Proforma Net Income
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$ | (270,698 | ) | $ | (275,294 | ) | ||
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Proforma (Loss) Earnings per Common Share
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Basic and Diluted
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** | ** | ||||||
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** - Less than $.01 per share
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The accompanying notes are an integral part of these statements
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2
Global Smoothie Supply, Inc
Statement of Cash Flows
Unaudited
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Quarter Ending
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March 31,
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2011
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2010
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Operating Activities
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Net Income/(Loss)
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$ | (270,698 | ) | $ | (275,294 | ) | ||
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Adjustments to Reconcile Net (Loss) to Net Cash Used by Operating Activities
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Change in Accounts Receivable Net
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(162 | ) | (1,733 | ) | ||||
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Change in Allowance for Doubtful Accounts
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(102 | ) | ||||||
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Change in Inventory Asset
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(1,506 | ) | 1 | |||||
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Change In Prepaid Insurance
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9,813 | 2,965 | ||||||
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Change in Accounts Payable& Accrued Expenses
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(6,745 | ) | 1,803 | |||||
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Change in Sales Tax Payable
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(1,263 | ) | ||||||
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Change in Travel Advance
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(1,500 | ) | ||||||
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Depreciation
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180 | 219 | ||||||
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Value of Stock Compensation Vesting
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243,750 | 243,750 | ||||||
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Net Cash Provided by (Used) in Operating Activities
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$ | (25,470 | ) | $ | (31,052 | ) | ||
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INVESTING ACTIVITIES
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Net cash used in Investing Activities
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FINANCING ACTIVITIES
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Proceeds from sale of Stock
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7,500 | 25,500 | ||||||
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Cash Provided by Financing Activities
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$ | 7,500 | $ | 25,500 | ||||
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Net (Decrease) in Cash
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$ | (17,970 | ) | $ | (5,552 | ) | ||
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Cash, Beginning of Period
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23,667 | 106,536 | ||||||
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Cash, End of Period
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$ | 5,697 | $ | 100,984 | ||||
The accompanying notes are an integral part of these statements
3
Global Smoothie Supply, Inc.
NOTES TO FINANCIAL STATEMENTS
For 3 Months Ending 03/31/2011
Unaudited
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
Global Smoothie Supply, Inc. (the Company) was incorporated February 17, 2005, under the laws of the State of Texas. The Company is engaged in the beverage business and sells beverage machines. The Company’s fiscal year ends on December 31.
From its inception though the fiscal year ending December 31, 2008, due to limited operations, Global Smoothie Supply, Inc. elected to be taxed under Subchapter S of Chapter 1 of the Internal Revenue Code. In the first Quarter of 2009, Global Smoothie Supply, Inc. petitioned the IRS to be taxed as a C Corporation. This change was made to accommodate the needs of current and future shareholders.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
Accounting Basis
These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
Cash and Cash Equivalents
For the purpose of the statement of cash flows, cash equivalents include all highly liquid investments with maturity of three months or less.
Earnings (Loss) per Share
The basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity.
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.
Use of 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
Revenue and Cost Recognition
We recognize revenue at the time the products are shipped to customers or third parties. We perform services under service contracts. Revenue is recognized upon the completion of the services on specified machines. We follow ASC 605, “Revenue Recognition. ASC 605 requires that all amounts billed to customers related to shipping and handling should be classified as revenues. Our product costs include amounts for shipping and handling, therefore, we charge our customers shipping and handling fees at the time the products are shipped or when services are performed. The cost of shipping products to the customer is recognized at the time the products are shipped to the customer and our policy is to classify them as shipping expenses. The cost of shipping products to the customer is classified as shipping expense. Shipping expense is included in the Cost of Goods. In the 3 months period ending March 31, 2011 and 2010 respectively the Company incurred $0 and $0 of shipping costs as a part of our total Cost of Goods.
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ASC 605 addresses certain criteria for revenue recognition. ASC 605 outlines the criteria that must be met to recognize revenue and provides guidance for disclosures related to revenue recognition policies. Our revenue recognition policies comply with the guidance contained in ASC 605.
Advertising and Promotion Expense
Advertising and Promotion costs are expensed as incurred. These expenses are recorded in Advertising and Promotion expenses in the Consolidated Statements of Operations. For the period ending March 31, 2011 and 2010 the Company had expensed $6,236 and $918 respectively.
Inventories
Inventories are stated at the lower of cost or market value. Cost for inventory is based on an average cost method. Reserves for excess and obsolete inventories are based on an assessment of slow-moving and obsolete inventories, determined by historical usage and demand. As of March 31, 2011 the company held $1,724 in puree, $0 in cups and $0 in machines for sale for a total of $1,724. As of March 31, 2010 the Company held $216 in puree, $0 in cups and $0 in machines for sale for a total of $216.
Depreciation
Depreciation used is double declining balance, 5 yrs. depreciation, ½ yr. in year of acquisition, salvage value is none.
Accounts Receivable
As accounts receivable age beyond 90 days we reserve 50% of the amount owed as a doubtful account. When this receivable reaches over 120 days the remainder of the amount is completely written off. As of March 31, 2011 and 2010 we have written off $0 and $0 for bad debt, respectively. Current Accounts Receivable of $264 at March 31, 2011, was less than 30 days.
Allowance for Sales Returns
We do not have an allowance for Sales Returns. The company does not accept sales returns except for product mis-shipment, for product that was shipped beyond guidelines for product shelf life, or for manufacturing issues. In those situations the Company replaces the product.
Warranties
The Company’s equipment manufacturer warranties the machines sold by GSS for first 12 months of operation. GSS no longer provides additional warranties on the equipment and provides no warranty regarding product (puree.) Therefore, provisions for liability of warranty costs are not included on the financial statements.
Valuation of Stock Grants
We value stock grants as of the date they are awarded and use the stock grant date as the measurement date for valuation purposes. On June 1, 2009 26,000,000 shares were awarded to Messrs. Tiller, Roberts, Ireland and Gohsman at a cost of $0.15 per share. In accordance with ASC 718 we have separated the measurement date and the issue date. Until December, 2010, no additional shares were sold at a rate other than the $0.15 per share, and in December, 2010. and March, 2011, some additional shares were sold at a rate of $0.25 per share.
NOTE 3. INCOME TAXES:
The Company provides for income taxes under ASC 740, Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.
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NOTE 4. STOCKHOLDERS’ EQUITY
Common Stock
At the time of inception 1,000 shares were authorized and all 1,000 shares were issued. On December 26, 2006, the number of authorized shares was increased to 50,000,000 and the Company issued a stock split of 20,000:1, with the 1,000 shares outstanding being exchanged for 20,000,000. On 12/31/2008, there were 20,000,000 shares outstanding. On March 19, 2009, the number of authorized shares was increased to 100,000,000 and the Company issued a stock split of 5:2, with the 20,000,000 outstanding shares being exchanged for 50,000,000. This March 19, 2009, stock split is being applied retroactively to the financial statements.
On June 1, 2009, the Board of Directors of the Company awarded a grant of stock for their services to the Company to its CEO, David C. Tiller, CFO, Donald M. Roberts, CLO, Harry B. Ireland, and President, John W. Gohsman, totaling 26,000,000 shares. One third of the shares will be relieved of restriction of sale on the 2nd, 3rd, and 4th anniversary of the award. These shares are awarded immediately, but may be rescinded per the plan, if certain conditions are not met. The fair value of each share granted was estimated on the date of grant using external market based sales on or near the date of grant. In accordance with the guidance in ASC 505 “Equity” concerning unvested and forfeitable shares issued for services, the Company recognizes the equity issuance and corresponding expense as services are performed by the grantees. A per share value of .9375 cents was used.
As of March 31, 2011, the Company had one (1) share based compensation plan, which is described above. The compensation cost that has been charged against income for that plan was $243,750 for the three months ending March 31, 2011, and March 31, 2010.
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Weighted-Average
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Grant-Date
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Nonvested Shares
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Shares (000)
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Fair Value
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Nonvested at January 1, 2009
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0 | $ | 0.00 | |||||
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Granted
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26,000 | 0.15 | ||||||
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Vested
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0 | 0.00 | ||||||
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Forfeited
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0 | 0.00 | ||||||
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Nonvested at March 31, 2011
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26,000 | $ | 0.15 | |||||
The aforementioned shares vote and carry a non-forfeitable right to dividends, should dividends be declared. Accordingly, they are classified as “participating securities” and are included in the weighted average outstanding shares in accordance with ASC 260-10-45-60A.
We value stock grants as of the date they are awarded and use the stock grant date as the measurement date for valuation purposes. In accordance with ASC 718 we have separated the measurement date and the issue date. Until December, 2010, no additional shares were sold at a rate other than the $0.15 per share, and in December, 2010 and March, 2011, some additional shares were sold at a rate of $0.25 per share.
Global Smoothie Supply, Inc. has begun the process of raising additional capital through the sales of registered shares. In 2011, the Company had one cash sale of 30,000 shares of stock for $7,500.
On June 4, 2010, the Company amended and restated the Articles of Incorporation approving the authorization of 50,000,000 shares of non-par Preferred Stock. As of March 31, 2011, 0 shares have been issued.
Sales of registered no-par common shares are being pursued by the Company.
NOTE 5. RELATED PARTY TRANSACTIONS
(See NOTE 4 for stock issued to officers for services provided to the Company.)
NOTE 6. WARRANTY COSTS
The Company’s equipment manufacturer warranties the machines sold by GSS for first 12 months of operation. GSS no longer provides additional warranties on the equipment and provides no warranty regarding product (puree.) Therefore, provisions for liability of warranty costs are not included on the financial statements.
6
NOTE 7. GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the notes to the financial statements, the Company has established a limited source of revenue. This raises substantial doubt about the Company’s ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty. As of March 31, 2011, the Company has an accumulated deficit of $2,114,955.
The Company’s activities to date have been supported by equity financing and initial preliminary sales. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.
NOTE 8. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
Recent Accounting Pronouncements
The company has reviewed the Financial Accounting Standard Board (FASB) Accounting Standards Updates that have recently taken effect or will take effect in the near future. We do not believe any of these updates will have an effect or a material effect on the financial position or results of operations of the Company.
NOTE 9. FORM S-1/A REGISTRATION
On September 30, 2010, the Securities and Exchange Commission declared the Company’s Form S-1/A Registration Statement filed under the Securities Act of 1933 to be effective.
NOTE 10. SUBSEQUENT EVENTS
Subsequent events have been evaluated up to and including the date at which the financial statements were available May 23, 2011. There are no subsequent events to be reported.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
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RESULTS OF OPERATIONS FOR THE 3 MONTHS ENDED MARCH 31, 2011
The Company has limited revenue and significant expenses. Sales decreased in the quarter ended March 31, 2011, as compared to the same quarter last year due to a major reorganization by the Company’s largest client.
Advertising and promotion costs have increased significantly for the quarter ended March 31, 2011, as compared to the same quarter last year due to a commitment to the development of an interactive social media marketing concept at store level. The cost breakdown is $5,000 for the quarter ending March 31, 2011.
Puree sales were $1,675, COGS $1,093 and Gross Margin was $582. During this time period the Company spent $27,350 in administrative and business development expense. Payroll expenses were $243,750 for a restricted stock grant given to Tiller, Roberts, Ireland and Gohsman. Total expense was $271,280. The Company had a net loss of ($270,698).
At the end of the period, we had $7,684 in current assets made up of $5,696 in cash, $264 in Net Accounts Receivable, $1,724 in inventory.
We had $1,133 in net fixed assets for $8,817 in total assets.
Accounts payable and accrued expenses balance was $ 23,212. $8,000 remained to be paid at some future date for a bonus authorized by the Board of Directors from a previous period and is shown as a payroll liability. Total Liabilities were $40,812.
Stockholders Equity at the beginning of the period was ($12,548.). The restricted stock grant to Tiller, Roberts Ireland, Gohsman increased paid in capital by $243,750. A limited stock sale of $30,000 was made during the period. There was a loss of ($270,698) for the period. Stockholders equity at the end of the period was ($31,996).
By converting Accounts Receivable to cash, and limiting our use of cash in Accounts Payable, and using the stock compensation vesting in lieu of spending cash, we used ($25,470) in cash. Our financing activities provided $7,500 in stock sales. However, we had a net decrease in cash of ($17,970). This, combined with our previous cash balance, allowed us to end the period with $5,697.
LIQUIDITY
We have cash assets at March 31, 2011 of $5,696. We will be reliant upon loans, private placements or public offerings of equity to fund any kind of operations. We have secured no sources of loans. We had cash flow during the period ended March 31, 2011 of ($25,470) and revenue of $1,675.
CAPITAL RESOURCES
We have only no-par common and preferred stock as our capital resource.
As we continue to build markets for Company products and programs, substantial capital will be needed to pay for sales and marketing, website development, development of a service network, equipment and product, plus usual start up and normal operating costs.
NEED FOR ADDITIONAL FINANCING
We do not have capital sufficient to meet our expected cash requirements; therefore, we will have to seek loans or sales of the Company’s equity.
No commitments to provide additional funds have been made by our management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover expenses as they are incurred.
We will need additional capital to support our proposed future development. We have minimal revenues. We have no committed source for additional funding. No representation is made that any funds will be available when needed. In the event funds cannot be raised when needed, the Company may not be able to carry out its business plan, may never achieve sufficient sales or income, and could fail in business as a result of these uncertainties.
LIMITED FINANCING
The Company may borrow money to finance future operations. Any such borrowing will increase the risk of loss to the investor in the event the Company is unsuccessful in repaying such loans.
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The Company may authorize and issue additional shares to finance future operations, although the Company does not currently contemplate doing so beyond those shares described in the Company’s registration statement effective September 30, 2010. Any such issuance will result in dilution of the interests of previous investors..
OFF-BALANCE SHEET ARRANGEMENTS
The Company maintains no off-balance sheet arrangements.
GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of its assets and the liquidation of its liabilities in the normal course of business. However, the Company has generated minimal revenues, has accumulated a deficit of ($2,114,955) to date, and currently lacks the capital to pursue its business plan. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.
The Company does not have any debt or long-term commitments. It needs to raise approximately $5,000,000 to execute its initial sales goals. The Company continues to seek financing, but there are no guarantees that it will be able to do so.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of changes in the value of market risk sensitive instruments caused by fluctuations in interest rates, foreign exchange rates and commodity prices. Changes in these factors could cause fluctuations in our results of operations and cash flows.
ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company’s disclosure control objectives. The Company’s Chief Executive Officer and Chief Financial Officer has concluded that the Company’s disclosure controls and procedures are, in fact, effective at this reasonable assurance level as of the end of period covered by this report.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the period covered by this report 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
As of the date hereof, there are no material legal proceedings threatened against us. In the ordinary course of our business we may become subject to litigation regarding our products or our compliance with applicable laws, rules, and regulations.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors disclosed in the “Risk Factors” section of our 10-K dated December 31, 2010.
ITEM 2. UREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. (Removed and reserved)
ITEM 5. OTHER INFORMATION
None
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ITEM 6. EXHIBITS
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31.1
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Certification of Chief Executive Officer
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31.2
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Certification of Acting Chief Financial Officer
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32.1
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Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certification of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002
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10
In accordance with 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.
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Global Smoothie Supply, Inc.
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Dated: June 16, 2011
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By:
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/s/ David C. Tiller
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David C. Tiller ,
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Chief Executive Officer
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| Dated: June 16, 2011 |
/s/ Donald M. Roberts
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Donald M. Roberts
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Chief Financial Officer
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11