Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - Tupper, Inc. | ex31_2.htm |
| EX-31.1 - EXHIBIT 31.1 - Tupper, Inc. | ex31_1.htm |
| EX-32.1 - EXHIBIT 32.1 - Tupper, Inc. | ex32_1.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 May 31, 2011
|
|
|
[ ]
|
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the transition period from __________ to __________
|
|
|
Commission File Number: 333-149921
|
Tupper, Inc.
(Exact name of registrant as specified in its charter)
|
Nevada
|
N/A
|
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
|
560 Lexington Ave, 16th Floor, NY, NY 10022
|
|
(Address of principal executive offices)
|
|
212-380-3055
|
|
(Registrant’s telephone number)
|
|
_______________________________________________________________
|
|
(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
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.
|
[ ] Large accelerated filer Accelerated filer
|
[ ] Non-accelerated filer
|
|
[X] Smaller reporting company
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,150,000 common shares as of July 20, 2011.
|
Page
|
||
|
PART I – FINANCIAL INFORMATION
|
||
|
PART II – OTHER INFORMATION
|
||
PART I - FINANCIAL INFORMATION
|
Our financial statements included in this Form 10-Q are as follows:
|
|
These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended May 31, 2011 are not necessarily indicative of the results that can be expected for the full year.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
As of May 31, 2011 and February 28, 2011
|
May 31,
|
February 28,
|
|||||||
|
2011
|
2011
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets
|
||||||||
|
Cash and equivalents
|
$ | -0- | $ | -0- | ||||
|
Prepaid expenses
|
-0- | -0- | ||||||
|
TOTAL ASSETS
|
$ | -0- | $ | -0- | ||||
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
|
Liabilities
|
||||||||
|
Current Liabilities
|
||||||||
|
Accrued expenses
|
$ | 34,588 | $ | 69,813 | ||||
|
Loan payable - related party
|
81,669 | 27,700 | ||||||
|
Total liabilities
|
116,257 | 97,513 | ||||||
|
Stockholders’ Deficit
|
||||||||
|
Common Stock, $.001 par value, 90,000,000 shares authorized, 2,150,000 shares issued and outstanding
|
2,150 | 2,150 | ||||||
|
Preferred Stock, $.001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding
|
-0- | -0- | ||||||
|
Additional paid-in capital
|
40,850 | 40,850 | ||||||
|
Deficit accumulated during the development stage
|
(159,257 | ) | (140,513 | ) | ||||
|
Total stockholders’ deficit
|
(116,257 | ) | (97,513 | ) | ||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ | -0- | $ | -0- | ||||
See accompanying notes to financial statements.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (unaudited)
Three months ended May 31, 2011 and 2010 and the
Period from January 31, 2008 (Inception) to May 31, 2011
|
Period from
|
||||||||||||
|
Three Months
|
Three Months
|
January 31, 2008
|
||||||||||
|
Ended
|
Ended
|
(Inception) to
|
||||||||||
|
May 31,
|
May 31,
|
May 31,
|
||||||||||
|
2011
|
2010
|
2011
|
||||||||||
|
Revenues
|
$ | -0- | $ | -0- | $ | -0- | ||||||
|
Expenses :
|
||||||||||||
|
Professional fees
|
18,744 | 2,000 | 159,257 | |||||||||
|
Net Loss
|
$ | (18,744 | ) | $ | (2,000 | ) | $ | (159,257 | ) | |||
|
Net loss per share:
|
||||||||||||
|
Basic and diluted
|
$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.07 | ) | |||
|
Weighted average shares outstanding:
|
||||||||||||
|
Basic and diluted
|
2,150,000 | 2,150,000 | 2,150,000 | |||||||||
See accompanying notes to financial statements.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ DEFICIT
Period from January 31, 2008 (Inception) to May 31, 2011
|
Common stock
|
Additional
paid-in
|
Deficit accumulated during the development | |||||||||||||||
|
Shares
|
Amount
|
capital
|
stage
|
Total
|
|||||||||||||
|
Issuance of common stock for cash @$.001
|
2,150,000 | $ | 2,150 | $ | 40,850 | $ | - | $ | 43,000 | ||||||||
|
Net loss for the period
|
- | - | - | (4,000 | ) | (4,000 | ) | ||||||||||
|
Balance, February 29, 2008
|
2,150,000 | 2,150 | 40,850 | (4,000 | ) | 39,000 | |||||||||||
|
Net loss for the period ended February 28, 2009
|
- | - | - | (45,000 | ) | (45,000 | ) | ||||||||||
|
Balance, February 28, 2009
|
2,150,000 | 2,150 | 40,850 | (49,000 | ) | (6,000 | ) | ||||||||||
|
Net loss for the period ended February 28, 2010
|
- | - | - | (17,063 | ) | (17,063 | ) | ||||||||||
|
Balance, February 28, 2010
|
2,150,000 | 2,150 | 40,850 | (66,063 | ) | (23,063 | ) | ||||||||||
|
Net loss for the period ended February 28, 2011
|
- | - | - | (74,450 | ) | (74,450 | ) | ||||||||||
|
Balance, February 28, 2011
|
2,150,000 | $ | 2,150 | $ | 40,850 | $ | (140,513 | ) | $ | (97,513 | ) | ||||||
|
Net loss for the period ended May 31, 2011
|
- | - | - | (18,744 | ) | (18,744 | ) | ||||||||||
|
Balance, May 31, 2011
|
2,150,000 | $ | 2,150 | $ | 40,850 | $ | (159,257 | ) | $ | (116,257 | ) | ||||||
See accompanying notes to financial statements.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (unaudited)
Three months ended May 31, 2011 and 2010
Period from January 31, 2008 (Inception) to May 31, 2011
|
Period From
|
||||||||||||
|
Three Months
|
Three Months
|
January 31,
2008
|
||||||||||
|
Ended
|
Ended
|
(Inception) to
|
||||||||||
|
May 31,
|
May 31,
|
May 31,
|
||||||||||
|
2011
|
2010
|
2011
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
|
Net loss for the period
|
$ | (18,744 | ) | $ | (2,000 | ) | $ | (159,257 | ) | |||
|
Change in non-cash working capital items
|
||||||||||||
|
Increase (decrease) in accrued expenses
|
(35,225 | ) | -0- | 30,588 | ||||||||
|
CASH FLOWS USED BY OPERATING ACTIVITIES
|
(53,969 | ) | (2,000 | ) | (128,669 | ) | ||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Loan received from related party
|
53,969 | 2,000 | 85,669 | |||||||||
|
Proceeds from sales of common stock
|
-0- | -0- | 43,000 | |||||||||
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
53,969 | 2,000 | 128,669 | |||||||||
|
NET INCREASE (DECREASE) IN CASH
|
-0- | -0- | -0- | |||||||||
|
Cash, beginning of period
|
-0- | -0- | -0- | |||||||||
|
Cash, end of period
|
$ | -0- | $ | -0- | $ | -0- | ||||||
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
(6,785 | ) | ||||||||||
|
Interest paid
|
$ | -0- | $ | -0- | $ | -0- | ||||||
|
Income taxes paid
|
$ | -0- | $ | -0- | $ | -0- | ||||||
See accompanying notes to financial statements.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2011
NOTE 1 – SUMMARY OF ACCOUNTING POLICIES
Nature of Business
Tupper, Inc. (“Tupper”) is a development stage company and was incorporated in Nevada on January 31, 2008. We are engaged in the business of developing, manufacturing, and selling pig watering troughs (the “Product”) specifically for pig farmers in Asia. Tupper operates out of office space owned by a director and stockholder of the Company. The facilities are provided at no charge. There can be no assurances that the facilities will continue to be provided at no charge in the future.
Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Cash and Cash Equivalents
Tupper considers all highly liquid investments with maturities of three months or less to be cash equivalents. At May 31, 2011 and February 28, 2011, the Company had $-0- of cash.
Fair Value of Financial Instruments
Tupper’s financial instruments consist of cash and cash equivalents and loans payable to a related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
TUPPER, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2011
NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (continued)
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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Basic loss per share
Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income 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 for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of May 31, 2011 or 2010.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718). To date, the Company has not adopted a stock option plan and has not granted any stock options. As of May 31, 2011, the Company has not issued any stock-based payments to its employees.
Recent Accounting Pronouncements
Tupper does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
NOTE 2 – LOAN PAYABLE – RELATED PARTY
The Company has received a loan from a related party to be used for working capital. The loan is due upon demand, non-interest bearing, and unsecured. The balance due on these loans was $81,669 and $27,700 as of May 31, 2011 and February 28, 2011, respectively.
TUPPER, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2011
NOTE 3 – INCOME TAXES
For the period ended May 31, 2011, Tupper has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $159,257 and $61,000 at May 31, 2011 and 2010, respectively, and will expire beginning in the year 2027.
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
|
May 31,
2011
|
February 28,
2011
|
|||||||
|
Deferred tax asset attributable to:
|
||||||||
|
Net operating loss carryover
|
$ | 54,147 | $ | 47,774 | ||||
|
Valuation allowance
|
(54,147 | ) | (47,774 | ) | ||||
|
Net deferred tax asset
|
$ | - | $ | - | ||||
NOTE 4 – LIQUIDITY AND GOING CONCERN
Tupper has negative working capital, has incurred losses since inception, and has not yet received revenues from sales of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
The ability of Tupper to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.
NOTE 5 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through May 31, 2011, the date on which the financial statements were issued, and has determined it does not have any material subsequent events to disclose.
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “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. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Overview
We are engaged in the business of developing, manufacturing, and selling pig watering troughs produced specifically for pig farmers in the Philippines and other Asian countries (our "Product"). Such a product will allow pig farmers to effectively and easily distribute a sufficient water supply to their pigs while greatly reducing the amount of water wasted and the spread of disease that can result from other watering troughs presently in use in Asia. We are currently in the process of designing and developing our Product, and we are continually refining this design through experiments, testing the Product’s adaptability and accessibility in relationship to different sizes and ages of pigs. When we are satisfied that our Product will compete effectively in the Pig Farming Industry by being the most practical and efficient pig watering trough, we will begin the manufacture and distribution of the Product to pig farmers in the Philippines.
We are a development stage company and have not generated any sales to date. Our product is still in the development stage and is not yet ready for commercial sale. Since our inception, we have been attempting to raise money to complete our Product, but have not been able to secure the funds necessary to do so. The lack of funds and the present economy have prevented that from happening. As we have been unable to raise the capital necessary to develop and market our Product, we have recently been engaged in a search for other business opportunities which may benefit our shareholders and allow us to raise capital and operate. Recent negotiations with what we believe is a more viable business opportunity leads us to believe that we will be revising our business plan and focus over the next quarter. If this opportunity does not develop, however, we will continue to both seek new opportunities and look for capital to develop our Product.
Results of Operations for the Three Months Ended May 31, 2011 and 2010 and Period from January 31, 2008 (Date of Inception) until May 31, 2011.
We generated no revenue for the period from January 31, 2008 (Date of Inception) until May 31, 2011. Our Operating Expenses were $18,744 during the three months ended May 31, 2011, compared with $2,000 for the same period ended May 31, 2010. Our Operating Expenses were $159,257 for the period from January 31, 2008 (Date of Inception) to May 31, 2011. For each period mentioned, our Operating Expenses consisting entirely of Professional Fees.
We recorded a net loss of $18,744 for the three months ended May 31, 2011, as compared with $2,000 for the three months ended May 31, 2010. We recorded a net loss of $159,257 for the period from January 31, 2008 (Date of Inception) until May 31, 2011.
We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to the continued development of our Product and the professional fees associated with our becoming a reporting company under the Securities Exchange Act of 1934.
Liquidity and Capital Resources
As of May 31, 2011, we had no assets and $116,257 in current liabilities. Thus, we have working capital deficit of $116,257 as of May 31, 2011. Our current liabilities consist of a loan from our officer and director for our working capital and accrued expenses. The loan is due upon demand, non-interest bearing, and unsecured.
Operating activities used $53,969 in cash for the three months ended May 31, 2011. Our net loss of $18,744 along with a decrease in accrued expenses of $35,225 was the sole basis of our negative operating cash flow. Financing activities during the three months ended May 31, 2011 provided $53,969 in cash during the period, consisting of loans from our officer and director.
As of May 31, 2011, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.
Off Balance Sheet Arrangements
As of May 31, 2011, there were no off balance sheet arrangements.
Going Concern
We have negative working capital, have incurred losses since inception, and have not yet received revenues from sales of products or services. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.
Our ability to continue as a going concern is dependent on our generating cash from the sale of common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.
A smaller reporting company is not required to provide the information required by this Item.
Disclosure Controls and Procedures
As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.
We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending November 30, 2011, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended May 31, 2011 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
A smaller reporting company is not required to provide the information required by this Item.
None
None
None
|
Exhibit
Number
|
Description
of Exhibit
|
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Tupper, Inc.
|
|
|
Date:
|
July 20, 2011
|
|
By: /s/ Gil Sacher
Gil Sacher
Title: Chief Executive Officer and Director
|