Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011
COMMISSION FILE NUMBER: 000-54341
ORGANIC SPICE IMPORTS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 45-1545032
(State of Incorporation) (I.R.S. Employer ID Number)
7910 Ivanhoe Ave. #414
La Jolla, California 92037
Tel: 858-459-1133
(Address and telephone number of principal executive offices)
Copies to:
Daniel C. Masters, Esq.
P. O. Box 66
La Jolla, CA 92038
(858) 459-1133 - Tel
(858) 459-1103 - Fax
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-1 (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 [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The number of Registrant's shares of common stock, $0.0001 par value,
outstanding as of October 13, 2011 was 11,180,000.
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended September 30,
2011, prepared by the company, immediately follow.
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ORGANIC SPICE IMPORTS, INC.
(A Development Stage Company)
BALANCE SHEETS
As of As of
September 30, March 31,
2011 2011
-------- --------
(Unaudited) (Audited)
ASSETS
Current Assets
Cash $ 4,862 $ 4,862
-------- --------
Total Assets $ 4,862 $ 4,862
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities $ 0 $ 0
-------- --------
TOTAL LIABILITIES 0 0
Stockholders' Equity (Deficit)
Preferred stock, $.0001 par value 20,000,000 shares authorized,
no shares issued or outstanding
Common stock, $.0001 par value 100,000,000 shares authorized,
11,180,000 shares issued and outstanding as of 6/30/2011
and 3/31/11 respectively 1,118 1,118
Additional paid in capital 4,000 4,000
Deficit accumulated during The development stage (256) (256)
-------- --------
Total Shareholders' Equity 4,862 4,862
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 4,862 $ 4,862
======== ========
See Notes to Financial Statements
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ORGANIC SPICE IMPORTS, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
3 Months 6 Months
Ended Ended
September 30, September 30,
2011 2011
------------ ------------
Revenue $ -- $ --
------------ ------------
Total Revenue -- --
Expenses
Professional Exps --
General & Admin Exps -- --
------------ ------------
Operating Expenses -- --
------------ ------------
Other Income (Expense)
Current Income Tax -- --
------------ ------------
Net Income (Loss) $ -- $ --
============ ============
Basic and diluted earning (Loss) per Share (0.00) (0.00)
------------ ------------
Weighted average number of common shares
outstanding 11,180,000 11,180,000
See Notes to Financial Statements
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ORGANIC SPICE IMPORTS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
Period from
Inception
6 Months December 30, 2010
Ended through
September 30, September 30,
2011 2011
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ -- $ (256)
-------- --------
Adjustments to reconcile net income (loss) to net
cash (used in) operations -- --
Changes in operating assets and liabilities -- --
Net Cash provided by (used in) operations -- (256)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by investing activities -- --
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock Issued for Cash -- 5,000
Common Stock Issued for Expense -- 118
-------- --------
Net cash provided by financing activities -- 5,118
-------- --------
Net increase (decrease) -- 4,862
-------- --------
Cash beginning of period 4,862 --
-------- --------
Cash end of period $ 4,862 $ 4,862
======== ========
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued per Court Order $ -- $ 118
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid $ -- $ --
Income taxes paid $ -- $ --
-------- --------
See Notes to Financial Statements
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ORGANIC SPICE IMPORTS, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2011
(UNAUDITED)
NOTE 1. NATURE AND BACKGROUND OF BUSINESS
Organic Spice Imports, Inc. ("the Company" or "the Issuer") was organized under
the laws of the State of Delaware on December 30, 2010. The Company was
established as part of the Chapter 11 reorganization of Spicy Gourmet Organics,
Inc. ("SGO"). Under SGO's Plan of Reorganization, as confirmed by the U.S.
Bankruptcy Court for the Central District of California, the Company was
incorporated to: (1) receive and own any interest which SGO had in the
development of an organic spice importing business; and (2) issue shares of its
common stock to SGO's general unsecured creditors, to its administrative
creditors, and to its shareholder. The Company has been in the development stage
since its formation and has not yet realized any revenues from its planned
operations.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a March 31 year-end.
BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY
The Company is a development stage company as defined by ASC 915-10-05,
"Development Stage Entity." The Company is still devoting substantially all of
its efforts to establishing the business and its planned principal operations
have not commenced. All losses accumulated since inception have been considered
as part of the Company's development stage activities.
b. BASIC EARNINGS PER SHARE
The Company computes net income (loss) per share in accordance with the FASB
Accounting Standards Codification ("ASC"). The ASC specifies the computation,
presentation and disclosure requirements for earnings (loss) per share for
entities with publicly held common stock.
Basic net earnings (loss) per share amounts are computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
c. 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.
d. CASH and CASH EQUIVALENT
For the Balance Sheet and Statements of Cash Flows, all highly liquid
investments with maturity of three months or less are considered to be cash
equivalents.
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e. REVENUE RECOGNITION
The Company recognizes revenues and the related costs when persuasive evidence
of an arrangement exists, delivery and acceptance has occurred or service has
been rendered, the price is fixed or determinable, and collection of the
resulting receivable is reasonably assured. Amounts invoiced or collected in
advance of product delivery or providing services are recorded as deferred
revenue. The Company accrues for warranty costs, sales returns, bad debts, and
other allowances based on its historical experience.
f. STOCK-BASED COMPENSATION
The Company records stock-based compensation in accordance with the FASB
Accounting Standards Classification using the fair value method. All
transactions in which goods or services are the consideration received for the
issuance of equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable. Equity instruments issued to employees
and the cost of the services received as consideration are measured and
recognized based on the fair value of the equity instruments issued.
g. INCOME TAXES
Income taxes are provided in accordance with the FASB Accounting Standards
Classification. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss carry
forwards. Deferred tax expense (benefit) results from the net change during the
year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
h. IMPACT OF NEW ACCOUNTING STANDARDS
The Company 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 3. GOING CONCERN
The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have significant cash or
other material assets, nor does it have operations or a source of revenue
sufficient to cover its operation costs and allow it to continue as a going
concern. The officers and directors have committed to advancing certain
operating costs of the Company.
NOTE 4. STOCKHOLDERS' EQUITY COMMON STOCK
The authorized share capital of the Company consists of 100,000,000 shares of
common stock with $0.0001 par value, and 20,000,000 shares of preferred stock
also with $0.0001 par value. No other classes of stock are authorized.
COMMON STOCK: As of September 30, 2011, there were a total of 11,180,000 common
shares issued and outstanding.
The Company's first issuance of common stock, totaling 1,180,000 shares, took
place on December 30, 2010 pursuant to the Chapter 11 Plan of Reorganization
confirmed by the U.S. Bankruptcy Court in the matter of Spicy Gourmet Organics,
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Inc. ("SGO"). The Court ordered the distribution of shares in Organic Spice
Imports, Inc. to all general unsecured creditors of SGO, with these creditors to
receive their PRO RATA share (according to amount of debt held) of a pool of
80,000 shares in the Company. The Court also ordered the issuance of 100,000
shares in the Company to the sole shareholder of SGO. The Court also ordered the
distribution of 1,000,000 shares in the Company to the administrative creditors
of SGO; these creditors received one share of common stock in the Company for
each $0.05 of SGO's administrative debt which they held.
The Court also ordered the distribution of warrants in the Company to all
administrative creditors of SGO, with these creditors to receive five warrants
in the Company for each $0.05 of SGO's administrative debt which they held.
These creditors received an aggregate of 5,000,000 warrants consisting of
1,000,000 "A Warrants" each convertible into one share of common stock at an
exercise price of $3.00; 1,000,000 "B Warrants" each convertible into one share
of common stock at an exercise price of $4.00; 1,000,000 "C Warrants" each
convertible into one share of common stock at an exercise price of $5.00;
1,000,000 "D Warrants" each convertible into one share of common stock at an
exercise price of $6.00; and 1,000,000 "E Warrants" each convertible into one
share of common stock at an exercise price of $7.00. All warrants are
exercisable at any time prior to November 19, 2015. This warrant distribution
also took place on December 30, 2010.
On March 29, 2011 the Company's two officers acquired a total of 10,000,000
common shares from the Issuer in a private placement. The shares were purchased
at the price of $0.0005 per share for a total of $5,000.
As a result of these issuances there were a total 11,180,000 common shares
issued and outstanding, and a total of 5,000,000 warrants to acquire common
shares issued and outstanding, at September 30, 2011.
PREFERRED STOCK: The authorized share capital of the Company includes 20,000,000
shares of preferred stock with $0.0001 par value. As of September 30, 2011 no
shares of preferred stock had been issued and no shares of preferred stock were
outstanding.
NOTE 5. INCOME TAXES
The Company has had no business activity and made no U.S. federal income tax
provision since its inception on December 30, 2010.
NOTE 6. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An officer of
the corporation provides office services without charge. Such costs are
immaterial to the financial statements and accordingly, have not been reflected
therein. The officers and directors for the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 7. WARRANTS AND OPTIONS
On December 30, 2010 (inception), the Company issued 5,000,000 warrants
exercisable into 5,000,000 shares of the Company's common stock. These warrants
were issued per order of the U.S. Bankruptcy Court in the matter of Spicy
Gourmet Organics, Inc. ("SGO") to the administrative creditors of SGO. These
creditors received an aggregate of 5,000,000 warrants consisting of 1,000,000 "A
Warrants" each convertible into one share of common stock at an exercise price
of $3.00; 1,000,000 "B Warrants" each convertible into one share of common stock
at an exercise price of $4.00; 1,000,000 "C Warrants" each convertible into one
share of common stock at an exercise price of $5.00; 1,000,000 "D Warrants" each
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convertible into one share of common stock at an exercise price of $6.00; and
1,000,000 "E Warrants" each convertible into one share of common stock at an
exercise price of $7.00. All warrants are exercisable at any time prior to
November 19, 2015. As of the date of this report, no warrants have been
exercised.
NOTE 8. COMMITMENT AND CONTIGENTCY
There is no commitment or contingency to disclose during the period ended
September 30, 2011.
NOTE 9. SUBSEQUENT EVENTS
The Company has performed an evaluation of subsequent events in accordance with
ASC Topic 855 and the Company is not aware of any subsequent events which would
require recognition or disclosure in the financial statements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The discussion contained herein contains "forward-looking statements" that
involve risk and uncertainties. These statements may be identified by the use of
terminology such as "believes," "expects," "may," "should" or anticipates" or
expressing this terminology negatively or similar expressions or by discussions
of strategy. The cautionary statements made in this Form 10-Q should be read as
being applicable to all related forward-looking statements wherever they appear
in this Form 10-Q. Our actual results could differ materially from those
discussed in this report.
BUSINESS AND PLAN OF OPERATION
Organic Spice Imports, Inc. (the "Company"), was incorporated on December
30, 2010 under the laws of the State of Delaware. The Company was established as
part of the Chapter 11 reorganization of Spicy Gourmet Organics, Inc. ("SGO").
Under SGO's Plan of Reorganization, as confirmed by the U.S. Bankruptcy Court
for the Central District of California, the Company was incorporated to: (1)
receive and own the spice importation business of SGO; and (2) issue shares of
its common stock to SGO's general unsecured creditors, to its administrative
creditors, and to its equity interest holder in order to enhance their
opportunity to recover from the bankruptcy estate.
Management believes the Company lacks the resources to effectively develop
such an import business on its own at this time and is therefore engaged in a
search for a strategic business partner or a merger or acquisition partner with
the resources to take the Company in a new direction and bring greater value to
its shareholders. The Company has been in the development stage since its
formation and has not yet realized any revenues from operations.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2011 we had assets of $4,862, all in cash, and no
liabilities, and we had an accumulated deficit of $256. As of March 31, 2011,
our last audit date, we also had assets of $4,862, all in cash, and no
liabilities, and we had an accumulated deficit of $256. Thus there was no change
during the quarter. We will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until the closing of a merger with or
acquisition of an operating business.
We are dependent upon our officers to meet any costs we may incur in excess
of our limited cash on hand. Our President and our Secretary have agreed to
provide the necessary funds, without interest, for the Company to comply with
the Securities Exchange Act of 1934, as amended, provided that they are officers
and directors of the Company when the obligation is incurred. All advances will
be interest-free.
RESULTS OF OPERATIONS
The Company has no current operations and does not have any revenues or
earnings from operations. Moreover, the Company has had no operations and no
revenues since its inception on December 30, 2010, and no operations will
develop unless and until the Company is successful in its plan to merge with or
acquire an operating business.
GOING CONCERN
The accompanying financial statements are presented on a going concern
basis. The company's financial condition raises substantial doubt about the
Company's ability to continue as a going concern. The Company does not have cash
or other material assets nor does it have any operations or revenues from
operations. It is relying on advances from stockholders, officers and directors
to meet its limited operating expenses.
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OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management team, under the supervision and with the participation of
our principal executive officer and our principal financial officer, evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures as such term is defined under Rule 13a-15(e) promulgated under the
Exchange Act, as of the last day of the fiscal period covered by this report,
September 30, 2011. The term disclosure controls and procedures means our
controls and other procedures that are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to
management, including our principal executive and principal financial officer,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. Based on this evaluation, our principal
executive officer and our principal financial officer concluded that, as of
September 30, 2011, our disclosure controls and procedures were effective at a
reasonable assurance level.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting
during the period ended September 30, 2011 that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
There have been no material changes to the risks to our business from those
described in our initial Form 10 filing as filed with the SEC on April 7, 2011,
and the subsequent amendment thereto.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company's first issuance of common stock, totaling 1,180,000 shares,
was made pursuant to the Chapter 11 Plan of Reorganization confirmed by the U.S.
Bankruptcy Court in the matter of Spicy Gourmet Organics, Inc. ("SGO"). The
Court ordered the distribution of 1,180,000 shares in Organic Spice Imports,
Inc. to all general unsecured creditors of SGO, all administrative creditors of
SGO, and all shareholders of SGO. On March 29, 2011 the President and the
Secretary of the Company acquired a total of 10,000,000 common shares from the
Issuer in a private placement. The shares were purchased at a price of $0.0005
per share for total proceeds of $5,000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
No. Description
--- -----------
31.1 Certification of Chief Executive Officer required by Rule 13a-14(a) or
Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer required by Rule 13a-14(a) or
Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. 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.
Date: October 31, 2011 Organic Spice Imports, Inc.
By: /s/ Ali Balaban
---------------------------------
Ali Balaban
President, CEO and Director
By: /s/ Daniel Masters
---------------------------------
Daniel Masters
CFO, Secretary, and Director
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