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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: December 31, 2011

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 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 of other jurisdiction of
incorporation or organization)
  (IRS Employer
Identification Number)

 

10 Main Street

Keyport, NJ 07735

(Address of principal executive offices)

 

(877) 330-2666

(Registrant’s telephone number)

 

Securities registered under Section 12(b) of the Exchange Act: None

 

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001 per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

 

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 checkmark whether the registrant has submitted electronically and posted on its corporate Website, 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer ¨   Non-accelerated filer ¨
         
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 aggregate market value of registrant’s voting and non-voting common equity held by non-affiliates (as defined by Rule 12b-2 of the Exchange Act) computed by reference to the average bid and asked price of such common equity on June 30, 2011, was $0.05. As of April 16, 2012, the registrant has one class of common equity, and the number of shares outstanding of such common equity was 99,234,988.

 

 
 

 

TABLE OF CONTENTS

 

    Page No.
PART I    
       
Item 1. Business.   4
Item 1A. Risk Factors.   9
Item 1B. Unresolved Staff Comments.   16
Item 2. Properties.   16
Item 3. Legal Proceedings.   16
Item 4. Mine Safety Disclosures.   17
     
PART II    
       
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.   18
Item 6. Selected Financial Data.   18
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.   19
Item 7A Quantitative and Qualitative Disclosures About Market Risk.   21
Item 8. Financial Statements and Supplementary Data.   22
Item9. Changes In And Disagreements With Accountants on Accounting and Financial Disclosure.   22
Item 9A. Controls And Procedures.   22
Item 9B. Other Information.   23
       
PART III    
       
Item 10. Directors, Executive Officers and Corporate Governance.   24
Item 11. Executive Compensation.   25
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.   29
Item 13. Certain Relationships and Related Transactions, and Director Independence.   31
Item 14. Principal Accounting Fees and Services.   32
       
PART IV    
       
Item 15. Exhibits, Financial Statements Schedules.   33
       
SIGNATURES   38

 

2
 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

The following cautionary statements identify important factors that could cause our actual results to differ materially from those projected in forward-looking statements made in this Annual Report on Form 10-K (this “Report”) and in other reports and documents published by us from time to time. Any statements about our beliefs, plans, objectives, expectations, assumptions, future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “believes,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “intend,” “plan,” “projection,” “outlook” 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 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. Given these uncertainties, readers are cautioned to carefully read all “Risk Factors” set forth under Item 1A and not to place undue reliance on any forward-looking statements. We disclaim 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, except as required by the Exchange Act. New factors emerge from time to time, and it is not possible for us to predict which will arise or to assess with any precision the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

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

 

3
 

 

PART I

 

Item 1. Business.

 

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 trading symbol changed to “CNOZ.” On August 10, 2009, the Company conducted a one-for-sixty reverse stock split.

 

The Company identified Cono Italiano, Inc., a Delaware corporation (“Cono Italiano (Delaware)”), as a business venture that would be suitable for the Company’s future operations. On November 12, 2009, the Company entered into agreements with the shareholders of Cono Italiano (Delaware) pursuant to which the Company acquired all of the issued and outstanding shares of the Cono Italiano (Delaware) and now operate Cono Italiano (Delaware) as a wholly-owned subsidiary of our Company.

 

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 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 (the “Board”) determined that it was in our 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 (who is now the Chief Executive Officer of the Company and a member of the 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 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 June 22, 2009, Lara Mac entered into a Management Services Agreement with the Company (the “Management Services Agreement”). Pursuant to the Management Services Agreement, Lara Mac would render to the Company consulting and other advisory services in relation to developing strategic plans for inception of operations, corporate management, the operations of the Company, strategic planning, domestic and international marketing and sales, financial advice, including, without limitation, advisory and consulting services in relation to the selection and retention of candidates for senior management of the Company and its subsidiaries, prospective strategic alliance partners, preparing acquisition growth plans, identifying prospective merger and acquisition candidates, developing value propositions for the Company and acquisition candidates, analyzing financial implications of potential transactions, advising on negotiations regarding terms and conditions of transactions, outlining and managing due diligence issues and due diligence processes, introductions to prospective customers, selection of investment bankers or other financial advisors or consultants, and advice with respect to the capital structure of the Company, equity participation plans, employee benefit plans and other incentive arrangements for certain key executives of the Company (collectively, the “Services”).

 

4
 

 

In exchange for the Services, Lara Mac received 9,553,377 shares of the Company’s common stock (these 9,553,377 shares were issued prior to the Company’s one-for-sixty reverse stock split, and accordingly, Lara Mac’s ownership of 14,553,377 shares was reduced to 242,557 shares pursuant to such reverse stock split). The parties to the Management Services Agreement also agreed that Lara Mac may render other services beyond the scope of activities which the parties contemplate as part of the Services, as to which Lara Mac shall be entitled to separate compensation that shall be negotiated in good faith by the parties on a case-by-case basis.

 

The Company identified Cono Italiano (Delaware), as a business venture that would be suitable for the Company’s future operations. On November 12, 2009, the Company entered into agreement with the shareholders of Cono Italiano (Delaware), pursuant to which the Company acquired all of the issued and outstanding shares of the Cono Italiano (Delaware) and we will now operate Cono Italiano (Delaware) as a wholly-owned subsidiary of our Company. As an inducement to the shareholders of Cono Italiano (Delaware) to enter into the exchange described above, Lara Mac agreed to the cancellation of these 242,557 shares of the Company’s common stock and termination of the Management Services Agreement.

 

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 Italia S.R.L. 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 (“Pino 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, the Company issued 375,000 shares of the Company’s 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 2008 to develop retail packaging and conducted a photo shoot for the product in October 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.

 

5
 

 

Since March 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 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.

 

On November 11, 2009, Cono Italiano (Delaware) and Edesia Emprise, LLC entered into a Master Manufacturing Agreement (the “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%) of revenue.. 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. On December 8, 2009, the Company was advised that Edesia Emprise had entered into its first subcontract agreement with Sunrise Baking Acquisition Company, based in Brooklyn, New York.

 

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 Board 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. It was agreed that the notes would 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 the end of the period covered by this Report, there had been no borrowings under the Commitment Letter. Lara Mac has indicated its intent to enter into an extension of the Commitment Letter.

 

Distribution

 

The Company intends to contact food distributors who sell to the restaurant community to distribute the product. The Company will seek to develop relationships with independent commissioned sales representatives throughout the country to sell and market the product to the retail community and specialty customers. The Pizza Cone will be targeted at a substantial number of potential customers, including quick service restaurants, takeaways, mobile and street vendors, and leisure locations such as typical fast food chains, supermarkets, convenience stores, entertainment facilities, and sports arenas. The Company therefore does not anticipate depending on a single or a few major customers.

 

Cono Italiano’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.

 

6
 

 

The company entered into a manufacturing and partnership agreement with Interstate Caterers located in South Plainfield New Jersey,Intertstate will manufacture all products related to Cono Italiano in their state of the art newly constructed USDA facility.Cono will provide certain manufacturing equipment to Interstate to include ovens,proprietary machines to package and manufacture pizza cono and Empanadas.The revenue will be shared based on net profit after all expenses.Interstate will receive 3.5m shares restricted for up to a 5 year period.This agreement can be modified at any given time to be ensure all revenue and profits are being shared accordingly and equally.

 

Competitive Position

 

Cono Italiano is a relatively new company introducing a new product into the market place for quick service pizza. The market in the United States for quick service pizza is large, highly fragmented and intensely competitive. There are no assurances that the product will be generally accepted.

 

We intend to do business under our new business model in highly competitive markets. There are many competitors, some of which are significantly larger, that have access to much more important resources or capital than us, or have established reputations among potential customers. We may not be able to compete effectively against other industry participants.

 

Raw Materials

 

The raw materials used in production of the Pizza Cones include readily available food products which are purchased in bulk by third party contract bakers. All raw materials are supplied by the third party contract bakers pursuant to proprietary recipes and standards of Cono Italiano and baked into the product. Cono Italiano pays Edesia Emprise, LLC for the product following shipping.

 

Compliance with Government Regulations

 

At the present time, Cono Italiano does not need and has not requested government approval on any products and services. Edesia Emprise, LLC and the third party contract bakers of Edesia Emprise, LLC are responsible for operation of production facilities which make our cones and fillings, and they are subject to various federal state, and local laws, including various health sanitation, fire, and safety standards and may be subject to licensing and regulations by a number of governmental authorities.

 

Research and Development

 

The Company does not presently engage in spending on research and development. The Company’s anticipates that it may engage in such activity in the future.

 

Compliance with Environmental Laws

 

The costs and effects of compliance with federal, state and local environmental laws have not been material to our business from inception through the date of this Report.

 

Intellectual Property

 

Our success and ability to compete are dependent, in part, upon our ability to establish and adequately protect our intellectual property rights. We intend to rely on a combination of patent, copyright, trademark and trade secret laws, as well as confidentiality agreements to establish and protect our proprietary rights. We expect to license certain proprietary rights from third parties. We also intend to protect our proprietary rights, in part, through the terms of license agreements and by confidentiality agreements with our employees, consultants, customers and others.

 

Employees

 

As of the date hereof, the Company has three (3) officers, Mitchell Brown (our Chief Executive Officer), Alex J. Kaminski (our Chief Financial Officer and Treasurer) and Steve Savage (our Secretary). We have no other employees at this time.

 

7
 

 

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

 

Where You Can Find More Information

 

We currently maintain an internet website at http://www.conoitaliano.com.

 

The Company is and expects to remain a “reporting company.” We will therefore be required to continue to file annual, quarterly and other filings with the U.S. Securities and Exchange Commission (the “SEC”). Members of the public may read and copy any materials which we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Members of the public may obtain additional information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements, as well as other information regarding issuers that file electronically with the SEC. This site is located at http://www.sec.gov.

 

You may also request a copy of our filings at no cost, by writing or telephoning us at:

 

Cono Italiano, Inc.

10 Main Street

Keyport, NJ 07735

Telephone: 877-330-2666

Attn: Mitchell Brown

Chief Executive Officer

 

8
 

 

Item 1A. Risk Factors.

 

Our business is subject to numerous risks. We caution you that the following important factors, among others, could cause our actual results to differ materially from those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors and oral statements. Any or all of our forward-looking statements in this and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in the discussion below will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially from those anticipated in forward-looking statements. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosure we make in our reports filed with the SEC.

 

An investment in our Company involves a substantial risk of loss. You should carefully consider the risks described below, before you make any investment decision regarding our Company. Additional risks and uncertainties, including those generally affecting the market in which we operate or that we currently deem immaterial, may also impair our business. If any such risks actually materialize, our business, financial condition and operating results could be adversely affected. In such case, the trading price of our common stock could decline.

 

The following risk factors are not exhaustive and the risks discussed herein do not purport to be inclusive of all possible risks but are intended only as examples of possible investment risks. To facilitate understanding of the various business risks applicable to our Company and the strategic alliance companies through which we intend to operate our business during the foreseeable future, the risk factors discussed herein address our Company together with the risks applicable to our operations that we intend to conduct with our strategic alliance partners.

 

Risks Related to Our Business

 

We are a small company with a limited operating history and limited capital resources. We may not be able to raise additional capital to grow and expand our business, which could materially and adversely affect the future of our business.

 

We are a small company with a limited history, limited capital and limited operating resources. As of December 31, 2011, we had cash and cash equivalents of $0 (audited). While we believe we will be able to meet the majority of our immediate needs for cash from revenues (as the Company is spending minimal cash, and is not required to pay its suppliers until after orders are placed and delivered), we will need additional capital to conduct business, grow and expand. The Company will need financing in the amount of approximately $500,000 to conduct its operations as planned for next twelve months.

 

The $500,000 in financing will be used to secure certain equipment required to manufacture and distribute our products to retail vendors and other suppliers in our market. These machines include but are not limited to a carton machine which packages our product and a Flo Pack machine which wraps our product prior to being packaged. The remaining balance will be used for marketing and working capital.

 

The terms and conditions of any financing which we may receive could have a material adverse effect on our business, results of operations, liquidity and financial condition. Any investment in our shares is subject to the significant risk that we will not be able to adequately capitalize our Company to enable us to continue to develop and implement our business model. Even if we are able to raise adequate capital, the cost of such capital may be burdensome and may materially impair our ability to fully implement our business plan.

 

9
 

 

Indebtedness may burden us with high interest payments and highly restrictive terms which could adversely affect our business.

 

Should we borrow money to implement our business plans, we would be burdened with interest payments. A significant amount of indebtedness could increase the possibility that we may be unable to generate sufficient revenues to service the payments on indebtedness, when due, including principal, interest and other amounts. Agreements made in connection with any borrowings may contain significant restrictions and covenants that, among other things, could limit our ability to make investments, pay dividends or make distributions to our shareholders, repurchase or redeem indebtedness, grant liens on our assets, enter into transactions with our affiliates, merge or consolidate with other entities or transfer all or substantially all of our assets, and restrict the ability of our subsidiaries to pay dividends or to make other payments to us.

 

Our ability to comply with any restrictions and covenants related to indebtedness in the future is uncertain and would be affected by the levels of cash flow from our operations and events or circumstances beyond our control. Our failure to comply with any of restrictions and covenants under indebtedness financing could result in a default under those facilities, and could cause all of our existing indebtedness to be immediately due and payable. If any of our indebtedness were to be accelerated, we may not be able to repay our indebtedness or borrow sufficient funds to refinance it. Even if we were able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us. If any of our indebtedness is in default for any reason, our business, financial condition and results of operations could be materially and adversely affected. In addition, complying with any restrictions and covenants may also cause us to take actions that are not favorable to our shareholders and may make it more difficult for us to successfully execute our business plan and compete against companies that are not subject to such restrictions and covenants.

 

We may have to price our products and services at low margins which could adversely affect our business and any investment in our company.

 

Even if we are able to compete with our competitors, we may have to price our products and services at low gross margins in order to gain market share. Competitive pricing pressures together with new or improved competing product introductions by our competitors may adversely affect the average selling price of our products and services and force us to make downward adjustments. If we are unable to offset price decreases by increasing our sales volumes or by adjusting our product offerings, our revenues and gross margins would decline. To grow our business we generate revenues as soon as possible and thereafter continue to develop and introduce new products, services and improvements. If we cannot maintain reasonable gross margins, our financial position may be harmed, our stock price may decline and we may fail.

 

We could have substantial difficulty addressing the challenges of rapid growth.

 

If demand for our products increases rapidly, we will need to either increase our internal production capacity or implement additional outsourcing. Success in developing and producing a limited volume of products does not guarantee that we will experience comparable success in operations conducted on a larger scale. Modifying our procedures and facilities to adjust to increased demand may delay delivery of our products. Production efficiencies, yields and product quality may decline as our Company expands over time. If we are unable to meet the demand of our customers and deliver products quickly and cost effectively, customers may turn to our competitors. The costs and risks associated with implementing new technologies, methods and processes, including the purchase of new equipment, and any resulting delays, inefficiencies and loss of sales, could harm our results of operations.

 

10
 

 

We expect that our anticipated future growth may strain our management, administrative, operational and financial infrastructure. Failure of our ability to reasonably manage anticipated growth could materially and adversely affect our business.

 

We anticipate that significant expansion of our present operations will be required to capitalize on market opportunities. This expansion is expected to place a significant strain on our management, operational and financial resources. We expect to add a substantial number of additional key personnel in the future, including key managerial employees who will have to be fully integrated into our operations. In order to manage our growth, we will be required to continue to implement and improve our operational and financial systems, to expand existing operations, to attract and retain superior management, and to train, manage and expand our employee base. We cannot assure you that we will be able to effectively manage the expansion of our operations, that our systems, procedures or controls will be adequate to support our operations or that our management will be able to successfully implement our business plan. If we are unable to manage growth effectively, our business, financial condition and results of operations could be materially and adversely affected.

 

Our success will depend heavily on our management. If we fail to hire and retain qualified management and other key personnel, the implementation of our business plan will be materially and adversely affected.

 

Our performance is substantially dependent on the continued services and performance of our executive officers and other key personnel, and our ability to retain and motivate our officers and key employees. Our future success also depends on our ability to identify, attract, hire, train, retain and motivate other highly skilled technical, managerial and marketing personnel. Competition for qualified personnel is intense, and we cannot assure you that we will be successful in attracting and retaining such personnel. The failure to attract and retain our officers or the necessary technical, managerial and marketing personnel could have a material adverse effect on our business, prospects, financial condition and results of operations.

 

Our dependence on management creates risks. The loss of our experienced officers and key employees could materially and adversely affect our ability to professionally manage our business.

 

Our plan for success is dependent, in large part, on the active participation of our executive officers. The loss of their services would materially and adversely affect our business and future success. We do not have key-man life insurance in effect at the present time. Should any of our key employees die or become incapacitated, we may not be able to replace them in a timely or cost effective manner which could materially and adversely harm our business, financial condition and results of operations.

 

We may be sued for infringing on the intellectual property rights of others.

 

Third parties may claim that we are infringing on their intellectual property rights. We may violate the rights of others without our knowledge. If a litigant establishes that we are infringing its intellectual property rights, or that our intellectual property rights are invalid, we may be forced to change our products, services, or manufacturing processes, and such changes may be expensive or impractical. We may then be forced to seek royalty or license agreements from such litigant. If we are unable to agree on acceptable terms, we may be required to discontinue the sale of key products or halt other aspects of our operations. In addition, we may also be liable for significant financial damages for a violation of intellectual property rights. Any adverse result related to violation of third party intellectual property rights could materially and adversely harm our business, financial condition and results of operations. Even if intellectual property claims brought against us are without merit, they may result in litigation which could be costly and time consuming, and may divert our management and key personnel from operating our business.

 

We may be exposed to tax audits, which could be expensive for the Company and time consuming for management.

 

At the present time, the Company is not in compliance with its obligation to file income tax returns, however, the Company intends to remediate this non-compliance in the immediate future. Our U.S. federal and state tax returns may be audited by the U.S. Internal Revenue Service (the “IRS”). An audit may result in the challenge and disallowance of deductions claimed by us. Further, an audit could lead to an audit of one or more of our investors and ultimately result in attempts to adjust investors’ tax returns with respect to items unrelated to us. We are unable to guarantee the deductibility of any item that we acquire. We will claim all deductions for federal and state income tax purposes which we reasonably believe that we are entitled to claim. In particular, we will elect to treat as an expense for tax purposes all interest, management fees, taxes and insurance. The IRS may disallow any of the various elements used in calculating our expenses, thereby reducing federal income tax benefits of an investment. To the extent that any challenge or disallowance is raised in connection with a tax return filed by an individual shareholder, the cost of any audit and/or litigation resulting there from would be born solely by the affected shareholder. In the event the IRS should disallow any of our deductions, the directors, in their sole discretion, will decide whether to contest such disallowance. No assurance can be given that in the event of such a contest the deductions would be sustained by the courts. If the disallowance of any deductions results in an underpayment of tax, investors could also be responsible for interest on the underpayments.

 

11
 

 

Securities compliance may be expensive and time consuming for our management.

 

Compliance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including, the Sarbanes-Oxley Act of 2002 and related requirements will be costly and will place a significant burden on our management. At the present time, the Company has only a limited history of operating with the internal controls and procedures required of a public company. Previously, the Company’s accounting predecessor, Janex International, Inc. (the Delaware entity which later changed its name to Cono Italiano, Inc. and was acquired by the Company) was registered with the SEC. However, on March 23, 2009, the SEC took action under Section 12(j) of the Exchange Act and revoked that entity’s registration because it was seriously delinquent in its mandatory reporting obligations. Should the Company fail to make its filings with the SEC in a timely manner, its registration could be revoked as well.

 

Management is required to conduct an annual evaluation of our internal control over financial reporting and include a management report on our internal control over financial reporting. We cannot assure you that measures we have taken, or future measures we may take, will enable us to provide accurate and timely financial reports, particularly if we are unable to hire additional personnel in our accounting and financial department, or if we lose personnel in this area. Any failure to maintain an effective system of internal controls, or any other problems with our financial systems or internal controls, could result in delays or inaccuracies in reporting financial information or failure to comply with SEC reporting and other regulatory requirements. Any of these situations could adversely affect our business and stock price.

 

Estimates must be made in connection with the preparation of our financial reports. If changes must be made to financial reports, we could be adversely affected.

 

We follow accounting principles generally accepted in the United States in preparing our financial statements. As part of this work, we must make many estimates and judgments which affect the value of the assets and liabilities, contingent assets and liabilities, and revenue and expenses reported in our financial statements. We believe that our estimates and judgments are reasonable and we make them in accordance with our accounting policies based on information available at the time. However, actual results could differ from our estimates and this could require us to record adjustments to expenses or revenues that could be adversely material to our financial position and results of operations.

 

A significant percentage of our Common Stock is owned by a single investor, Mitchell Brown, our Chief Executive Officer and a member of our Board of Directors, which may lead to the Company taking actions which conflict with other shareholders.

 

Our Chief Executive Officer, Mr. Mitchell Brown, owns 30,100,000 shares of the Company’s common stock directly, and has sole voting power and sole power of disposition over all 6,000,000 shares of the Company’s common owned by Lara Mac Inc. Thus Mr. Brown controls the voting of approximately 30.33% of our issued and outstanding shares. This concentration of ownership and control could discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, or could otherwise delay or prevent a change in control transaction or other business combination, which could in turn have an adverse effect on the market price of our common shares. As long as this concentration of ownership persists, it is unlikely that any other holder or group of holders of our common shares will be able to affect the way we are managed or the direction of our business. The interests of the control group of shareholders could conflict with the interests of other shareholders. In addition, we may adopt amendments to our organizational documents and applicable state law which have anti-takeover provisions that could delay or prevent a change in control of our company.

 

12
 

 

We will indemnify our officers and directors which could cause our capital resources to be used to defend and settle claims or legal actions against them.

 

Our bylaws provide that we shall indemnify any and all of our present or former directors and officers for expenses incurred in connection with the defense of any action relating to their services. Costs, charges and expenses (including attorneys' fees) incurred by such person in defending a civil or criminal proceeding shall be paid by the Company in advance upon receipt of an undertaking to repay all amounts advanced if it is ultimately determined that the person is not entitled to be indemnified by the Company as authorized by the bylaws, and upon satisfaction of other conditions required by current or future legislation. To the extent that a director has been successful in defense of any proceeding, the Nevada Revised Statutes provide that he shall be indemnified against reasonable expenses incurred in connection therewith. These provisions may limit the ability of our stockholders to recover damages against our directors through legal proceeding or otherwise.

 

In addition to the indemnification provided for in the Company’s bylaws, we may enter into agreements to indemnify our directors and officers. Under these agreements, we will be obligated to indemnify our directors and officers for expenses, attorneys’ fees, judgments, fines and settlement amounts incurred by any director or officer in any action or proceeding arising out of the director’s or officer’s services as a director or officer of us, any of our subsidiaries or any other company or enterprise to which the person provides services at our request. We believe that these provisions and agreements are necessary to attract and retain qualified individuals to serve as directors and officers.

 

If our food products become contaminated, we may be subject to product liability claims, product recalls and increased scrutiny by regulators, any of which could adversely affect our business.

 

Food products like Pizza Cones are vulnerable to contamination leading to food-related illness. There is a risk that our products could become contaminated and then ultimately consumed by purchasers. Purchasers who suffer, or claim to suffer, as a result of consuming our products may sue us, and such suits could be expensive and time consuming for the Company and its management. While Cono Italiano believes that it has adequate insurance to mitigate the potential risk of losses for product liability claims, such insurance may prove to be insufficient.

 

A decline in the economy may lead to a decline in demand for our products.

 

Should the U.S. economy experience a further decline, demand for our product may not grow and may even decrease, and accordingly, our ability to generate revenues may be impaired.

 

Increased costs for the raw materials used to produce the Pizza Cone may reduce our profits.

 

The Company is unable to predict the extent to which the raw materials used to produce the Pizza Cone may increase in the future. Significant cost increase may substantially reduce our profits.

 

A material disruption at our processing plant could seriously harm our financial condition and operating results.

 

In the event that the processing plant at which our products are made was to be damaged due to natural disaster or disrupted by labor disputes, the Company could experience difficulties in finding an alternative production location.  Such difficult and delay could impact the profitability of the Company.

 

13
 

 

The Company’s sole focus is on the sale of cones. Should there be a lack of demand for the cones we sell, we will not be able to rely on alternative products for revenue.

 

The Company’s product is a cone can be marketed as an empty vessel and filled with fresh ingredients. There are currently over 100 recipes that can be used in the cones. However, should there be a lack of demand for cones in general, the Company will not receive revenues from other product lines.

 

Risks Related To Investing In Our Common Shares

 

You may have difficulty selling our common shares and may therefore lose all or a significant portion of your investment.

 

Our common shares trades on the OTC Bulletin Board. The stock price may be volatile. The market price of our common shares may be subject to wide fluctuations in response to several factors including the following:

 

·Our ability to execute our business plan and significantly grow our business;

 

·Increased competition from competitors who offer competing services; and

 

·Our financial condition and results of operations.

 

As a result, our shareholders may find it more difficult to obtain accurate quotations concerning the market value of the stock. Shareholders also may experience greater difficulties in attempting to sell our common shares than if they were listed on a self-regulated national stock exchange.

 

We may need to raise additional capital. If we are unable to raise additional capital, our business may fail.

 

We may need to raise additional capital to provide cash for our operations. The fact that we have generated $0 in sales during the twelve months ended December 2011 (audited) and only $10,109 in sales during the twelve months ended December 31, 2010 (audited) may deter potential investors from providing financing. Uncertainty regarding our ability to generate revenues may make it difficult for us to find financing on acceptable terms. If we are unable to obtain adequate funding, we may not be able to successfully develop and market our products and our business may fail. To secure additional financing, we may need to borrow money or sell more securities. Under the current circumstances, we may be unable to secure additional financing on favorable terms, if available at all.

 

We do not currently intend to pay dividends on our common stock and, consequently, the ability to achieve a return on your investment in our common stock will depend on appreciation in the price of our common stock. If our common stock does not appreciate in value, investors could suffer losses in their investment in our common stock.

 

We do not expect to pay cash dividends on our common stock. Any future dividend payments are within the absolute discretion of our Board and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, contractual restrictions, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our Board may deem relevant. We may not generate sufficient cash from operations in the future to pay dividends on our common stock. As a result, the success of your investment in our common stock will depend on future appreciation in its value. The price of our common stock may not appreciate in value or even maintain the price at which you purchased our shares. If our common stock does not appreciate in value, investors could suffer losses in their investment in our common stock.

 

Because the market for our common shares is limited, investors may not be able to resell their common shares. Investors should therefore assume that any investment in our company will be illiquid for the foreseeable future.

 

Our common shares trade on the Over-the-Counter-Bulletin-Board quotation system. Trading in our shares has historically been subject to very low volumes and wide disparity in pricing. Investors may not be able to sell or trade their common shares because of thin volume and volatile pricing with the consequence that they may have to hold your shares for an indefinite period of time.

 

14
 

 

There are legal restrictions on the resale of the common shares offered, including penny stock regulations under the U.S. Federal Securities Laws. These restrictions may adversely affect your ability to resell your stock.

 

We anticipate that our common stock will continue to be subject to the penny stock rules under the Exchange Act. These rules regulate broker/dealer practices for transactions in “penny stocks.” Penny stocks are generally equity securities with a price of less than $5.00. The penny stock rules require broker/dealers to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations and the broker/dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction, the broker and/or dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. The transaction costs associated with penny stocks are high, reducing the number of broker-dealers who may be willing to engage in the trading of our shares. These additional penny stock disclosure requirements are burdensome and may reduce all of the trading activity in the market for our common stock. As long as the common stock is subject to the penny stock rules, our shareholders may find it more difficult to sell their shares.

 

Our future sales of our common shares could cause our stock price to decline.

 

There is no contractual restriction on our ability to issue additional shares. We cannot predict the effect, if any, that market sales of our common shares or the availability of shares for sale will have on the market price prevailing from time to time. Sales by us of our common shares in the public market, or the perception that our sales may occur, could cause the trading price of our stock to decrease or to be lower than it might be in the absence of those sales or perceptions.

 

You may experience dilution of your ownership interests due to the future issuance of additional shares of our common stock which could be materially adverse to the value of our common stock.

 

As of April 16, 2012, we had 99,234,988 shares of our common stock issued and outstanding. We are authorized to issue up to 150,000,000 shares of common stock. Our Board may authorize the issuance of additional common or preferred shares under applicable state law without shareholder approval. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with the hiring of personnel, future acquisitions, future private placements of our securities for capital raising purposes or for other business purposes. Future sales of substantial amounts of our common stock, or the perception that sales could occur, could have a material adverse effect on the price of our common stock. If we need to raise additional capital to expand or continue operations, it may be necessary for us to issue additional equity or convertible debt securities. If we issue equity or convertible debt securities, the net tangible book value per share may decrease, the percentage ownership of our current stockholders may be diluted and such equity securities may have rights, preferences or privileges senior or more advantageous to our common stockholders.

 

The market price of our common stock may be volatile which could adversely affect the value of your investment in our common stock.

 

The trading price of our common stock may be highly volatile and could be subject to wide fluctuations in response to various factors. Some of the factors that may cause the market price of our common stock to fluctuate include:

 

·Fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

 

15
 

 

·Changes in estimates of our financial results or recommendations by securities analysts;

 

·Failure of any of our products to achieve or maintain market acceptance;

 

·Changes in market valuations of similar companies;

 

·Significant products, contracts, acquisitions or strategic alliances of our competitors;

 

·Success of competing products or services;

 

·Changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

 

·Regulatory developments;

 

·Litigation involving our company, our general industry or both;

 

·Additions or departures of key personnel;

 

·Investors’ general perception of us; and

 

·Changes in general economic, industry and market conditions.

 

Absence of equity research reports or unfavorable reports could adversely affect the price of our stock.

 

The trading market for our common shares will rely in part on the research and reports that equity research analysts publish about us and the industry segments in which we operate. The public price of our publicly traded common shares could decline if one or more securities analysts downgrades investment in our common shares or if those analysts issue other unfavorable commentary about our industry or other major participants in our industry, or if they decline to publish reports about us. At the current time there are no analysts providing coverage of the Company’s securities.

 

Item 1B. Unresolved Staff Comments.

 

Not applicable.

 

Item 2. Properties.

 

Our principal executive offices are located at 10 Main Street, Keyport, NJ 07735. We are not paying rent for this location, which is being provided by our Chief Executive Officer at no expense. We believe that this property is adequate for our current and immediately foreseeable operating needs. At the present time, we do not own any real estate. We do not have any policies regarding investments in real estate, securities or other forms of property.

 

Item 3. Legal Proceedings.

 

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

16
 

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

17
 

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

(a) Market Information

 

Our common stock is quoted on the over-the-counter bulletin board (OTCBB) under the symbol “CNOZ”. The following table shows the range of high and low bids per share of our common stock as reported by the OTCBB for the fiscal year periods indicated. Such over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

 

   2011 
   High   Low 
4th Quarter ended December 31  $.05    .04 
3rd Quarter ended September 30  $.05    .05 
2nd Quarter ended June 30  $.06    .05 
1st Quarter ended March 31  $.02    .02 

 

   2010 
   High   Low 
4th Quarter ended December 31  $0.15    0.03 
3rd Quarter ended September 30  $0.75    0.11 
2nd Quarter ended June 30  $0.56    0.30 
1st Quarter ended March 31  $1.60    0.55 

 

(b) Holders

 

As of April 16, 2012, there were 99,234,988 shares of our common stock issued and outstanding held by approximately 47 holders of record.

 

(c) Dividends

 

We have not paid any dividends to the holders of our common stock and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future earnings for use in the operation and expansion of our business.

 

(d) Securities Authorized for Issuance Under Equity Compensation Plans

 

At the present time, we have no securities authorized for issuance under equity compensation plans.

 

Item 6. Selected Financial Data.

 

Pursuant to permissive authority under Regulation S-K, Rule 301, we have omitted Selected Financial Data.

 

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward-Looking Statements

 

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.

 

Plan of Operation

 

On September 7, 2011, we entered into a strategic manufacturing agreement (the “Agreement”) with Interstate Caterers (“Interstate”) and continue moving forward with the production and distribution of our frozen foods and Pizza Cono. We have fulfilled our obligations pertaining to the Agreement and delivered our first shipment of products in March 2012. Additionally, we recently added empanadas to our product line which we believe will increase our market for sales. We plan to fund the manufacturing process of these products through the use of private funding investors and resources from Interstate Caterers.

 

The Company plans to continue manufacturing and delivering its products to customers in April 2012. We also plan to expand our USDA facility by adding machines to fill and manufacture our pizza cones and empanadas. We expect to introduce additional flavors and new products to our product line in 2012.

 

In November 2011, we, together with our manufacturing partner, completed construction on our USDA and FDA approved facility for our Pizza Cono and new line of frozen foods. Additionally, we purchased the balance of equipment required to produce our filled cones and frozen foods. This equipment will enable Cono Italiano, Inc., to produce a frozen cone filled with a variety of toppings by using an automated filling line. We expect to be the sole producer of frozen filled cones made in the United States with USDA and FDA approval. We believe this will provide us with an advantage over our competitors in the market place.

 

Results of Operations

 

For the year ended December 31, 2011 compared to the year ended December 31, 2010

 

Revenues and Profit

 

During the year ended December 31, 2011, Cono Italiano (Delaware) had no revenue, compared to total revenue of $10,109 for the same period in 2010. The decline in total revenue is attributable to the Company severing its relationship with Pino Gelato, Inc.

 

The Company’s had no profits for the year ended December 31, 2011, which was a decrease from $10,109 for the same period in 2010. The decline in gross profits is attributable to the Company severing its relationship with Pino Gelato, Inc.

 

Selling Expenses, Interest Expenses and General and Administrative Expenses

 

During the year ended December 31, 2011, the Company’s selling expenses were $166,610, general and administrative expenses were $323,110 and interest expenses were $14,745. This was an increase compared to the same period in 2010, in which selling expenses were $14,504, general and administrative expenses were $198,338 and interest expenses were $15,283. This increase is primarily attributable to an increase in marketing and product consulting fees.

 

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Net Loss

 

The net loss for the year ended December 31, 2011 was $504,465, which was an increase from $348,521 for the same period in 2010. This increase is attributable to shares issued in consideration for services and the severing of our relationship with Pino Gelato, Inc.

 

Liquidity and Capital Resources

 

As of December 31, 2011, the Company did not have and continues to not have sufficient cash on hand to pay present obligations as they become due. In addition, due to current economic conditions and the Company’s related risks and uncertainties, there is no assurance that we will be able to raise additional capital on acceptable terms, if at all, to meet our current obligation over the next 12 months. Because of the foregoing, the Company’s auditors have expressed substantial doubt about our ability to continue as a going concern.

 

Net cash used for operating activities for the year ended December 31, 2011 and 2010, was $(156,446) and $(135,653), respectively. The net loss for the year ended December 31, 2011 and 2010, was $(504,465) and $(348,521), respectively. This increase is primarily attributable to the issuance of shares.

 

As of December 31, 2011, Cono Italiano (Delaware) had $0 in cash and cash equivalents, as compared to $665 for the same period in 2010. The main source of the Company’s cash has been loans from an officer. Our Chief Executive Officer, Mitchell Brown, was owed $724,975 as of December 31, 2011, which total loan amount increased from $695,025 at December 31, 2010.

 

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 Board 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. It was agreed that the notes would 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 the end of the period covered by this Report, there had been no borrowings under the Commitment Letter. Lara Mac has indicated its intent to enter into an extension of the Commitment Letter. As of December 31, 2011, there had been no borrowings under the Commitment Letter.

 

The following table summarizes total current assets, liabilities and working capital at December 31, 2011, compared to December 31, 2010.

   Dec. 31,
2011
   Dec. 31,
2010
   Increase/
(Decrease)
 
Current Assets  $32,937   $199,828   $(166,891)
Total Liabilities  $1,219,720   $1,164,948   $54,772 
Working Capital Deficit  $(1,186,783)  $(965,120)  $(221,663)

 

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As of December 31, 2011, we had a working capital deficit of $(1,186,783), as compared to a working capital deficit of $965,120 as of December 31, 2010, an increase of $(221,663). Factors contributing to the increase in this deficit include the purchase of additional manufacturing equipment.

 

Current Liabilities consists of the following:

 

   Dec. 31,
2011
   Dec. 31,
2010
 
Bank overdraft  $3,348    - 
Accounts payable  $135,508   $135,508 
Accrued expenses  $54,713   $53,466 
Accrued interest  $52,746   $43,729 
Notes payable  $60,905   $55,177 
Due to officer  $724,975   $695,025 
Accrued legal expense  $187,525   $182,043 
Total current liabilities  $1,219,720   $1,164,948 

 

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.

 

Recently Issued 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.

 

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.

 

Stock-based compensation related to employees and directors is recognized pursuant to the provisions of FASB ASC 718. FASB ASC 718 requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). FASB ASC 718 also requires measurement of the cost of employee services received in exchange for an equity award based upon the grant-date fair value of the award.

 

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 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

We did not have any operations which implicated market risk as of the end of the latest fiscal year. We intend to implement an analysis and assessment program which will on a regular basis determine exposures of the Company to future risks. We expect to report the results of all such quantitative and qualitative risk assessments prior to entering into any material agreements, and on a regular monthly and annual basis to our audit committee so that responsive risk management measures can be discussed and actions taken to the extent reasonably feasible. Inflationary factors in the future, such as increases in overhead costs, may adversely affect our operating results. A high rate of inflation in the future may have an adverse effect on our ability to manage selling, general and administrative expenses as a percentage of net revenues if our revenues do not increase with these increased costs.

 

21
 

 

Item 8. Financial Statements and Supplementary Data.

 

Our consolidated financial statements are contained in pages 2 through 17 which appear at the end of this Report.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

Not applicable.

 

Item 9A. Controls and Procedures.

 

(a) Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Under the supervision of, and with the participation of, our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, as they existed on December 31, 2011. Based on their evaluation of our disclosure controls and procedures as of December 31, 2011, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of that date, the Company’s disclosure controls and procedures were not effective for the purposes described above.

 

(b) Management’s Assessment of Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

 

(i)Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 

(ii)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

 

(iii)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 

22
 

 

Management has evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 2011. Management based its assessment on the framework set forth in COSO’s Internal Control – Integrated Framework (1992) in conjunction with SEC Release No. 33-8820 entitled “Commission Guidance Regarding Management’s Report on Internal Control Over Financial Reporting Under Section 13(a) or 15(d) of the Securities and Exchange Commission.” Based on its assessment, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2011, because of certain material weaknesses addressed below.

 

·There is a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles in the US (“GAAP”) and the financial reporting requirements of the SEC.

 

·There are insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.

 

·There is a lack of segregation of duties, in that we only had one person performing all accounting-related duties.

  

·Lack of proper authorization and documentation of stock transactions, including issuance, cancellations or redemptions.

 

(c) Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the year ended December 31, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information.

 

Not applicable.

 

23
 

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

The following table and text sets forth the names and ages of all our directors and executive officers and our key management personnel as of April 16, 2012. All of our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board, and are elected or appointed to serve until the next Board meeting following the annual meeting of stockholders. Also provided is a brief description of the business experience of each director and executive officer and the key management personnel during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.

 

Name   Age   Position
         
Mitchell Brown   46   Chief Executive Officer and Director
         
Alex J. Kaminski   46   Chief Financial Officer, Treasurer and Director
         
Steve Savage   53   Secretary and Director
         
Scott Smith   45   Director

 

Mitchell Brown, Chief Executive Officer and Director

 

Mr. Brown was appointed Chief Executive Officer on June 4, 2009 and commenced serving as a director on June 19, 2009. From 2004 through 2007, Mr. Brown served as the President of Discount Direct, a marketing company which served various cell phone providers. From 2007 through the date hereof, Mr. Brown has served as the Chairman and Chief Executive Officer of Cono Italiano, Inc., a company which has acquired the North American rights to sell certain food products.

 

Alex J. Kaminski, Chief Financial Officer, Treasurer and Director

 

Mr. Kaminski was appointed Treasurer of the Company on June 4, 2009.  He commenced serving as Chief Financial Officer on June 22, 2009 and Director on June 19, 2009.  Mr. Kaminski, 43, is a Certified Public Accountant.  Since 1989, he has had his own practice.  From 2002 to 2008 he served as the Chief Financial Officer and President of Basik Funding Inc.  Since 2005, he has also served as the President of Homestead Funding Group Inc.

 

Steve Savage, Secretary and Director

 

Mr. Savage commenced serving as Secretary and Director on June 19, 2009.  For the past 5 years Mr. Savage has served as President and owner of Ocean Consultants Inc. a Real Estate Investment company. The purpose of the business was to locate, purchase, remodel and market various residential properties.

 

Scott Smith, Director

 

Mr. Smith commenced serving as a director on June 19, 2009.  Since 1997, Mr. Smith, 41, has served as the owner and manufacturer’s representative for S.J. Smith Distributors Inc.  Since 2002, Mr. Smith has served as the Corporate Sales Manager for Ray Catena Motor Car in Edison, NJ.

 

Family Relationships

 

None of the Company’s officers or directors have any family relationships with the Company’s other officers or directors or persons nominated or chosen by the Company to become officers or directors.

 

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Involvement in Certain Legal Proceedings

 

During the past five years no director, person nominated to become a director, executive officer, promoter or control person of the Company has: (i) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or (iv) been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 

Item 11. Executive Compensation.

 

The following table sets forth compensation for each of the past three fiscal years with respect to each person who served as Chief Executive Officer of the Company and each of the four most highly-compensated executive officers of the Company who earned a total annual salary and bonuses that exceeded $100,000 in any of the two preceding fiscal years.

 

Summary Compensation Table

 

Name and Principal
Position
  Year (1)(2)   Salary ($)   Stock Awards ($)   Total 
                 
Mitchell Brown, Chief Executive Officer and   2011    0    0    0 
    2010    0    0    0 
Director (3)   2009    0    140,005    140,005 
                     
Joseph Masselli, former President, former   2011    0    0    0 
    2010    0    0    0 
Chief Operating Officer and former Director (3)(4)   2009    0    0    0 
                     
Alex J. Kaminski, Chief Financial Officer,   2011    0    0    0 
    2010    0    0    0 
Treasurer and Director (3)   2009    0    0    0 
                     
Steve Savage, Secretary and Director (3)   2011    0    0    0 
    2010    0    0    0 
    2009    0    0    0 

 

Officers serving the Company prior to the acquisition of Cono Italiano (Delaware):

 

James Pak Chiu Leung former CEO,   2010    0    0    0 
former President, former Director (5)   2009    70,000    0    70,000 
                     
Robert G. Clarke, former CEO(6)   2010    0    0    0 
    2009    0    0    0 
                     
Michel St-Pierre, former CFO (7)   2010    0    0    0 
    2009    116,694    0    116,694 

 

(1)No officers earned over $100,000 in any of the three preceding fiscal years, other than as set forth above.

 

25
 

 

(2)The Company’s fiscal year previously ended on January 31. The Company changed its fiscal year-end from November 30, 2006 to January 31, 2007, and on November 12, 2009 the Company changed its fiscal year end to December 31st.  The 2010 and 2009 fiscal years for Mitchell Brown, Joseph Masselli, Alex J. Kaminski and Steve Savage refer to the fiscal years ended December 31, 2010 and December 31, 2009. The 2009 fiscal year for Mr. Leung, Mr. Clarke and Mr. St-Pierre refer to the fiscal years ended January 31, 2009.  These individuals were not compensated thereafter.

 

(3)To date, each of Mitchell Brown, Joseph Masselli, Alex J. Kaminski and Steve Savage have not been paid cash compensation by either the Company or Cono Italiano (Delaware).

 

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

 

(5)Mr. Leung was granted stock options to purchase 70,000 shares. The Company valued these options using the Black-Scholes option -pricing valuation model. The model uses market sourced inputs such as interest rates, stock prices, and option volatilities, the selection of which requires Company management’s judgment, and which may impact the value of the options. The assumptions used in the Black-Scholes valuation model were: a risk-free interest rate of 4.6% and 4.7%; the current stock price at date of issuance of $0.03 and $2.00 per share; the exercise price of the options of $0.05 and $2.00 per share; the term of 5 years; volatility of 157% and 160%.  The stock options granted to Mr. Leung have vested as follows: 60,000 were granted on October 5, 2006 and vested immediately, 5,000 were granted on November 6, 2006, and vested on that date, and 5,000 were granted on November 6, 2006 and vested on November 6, 2007.

 

(6)Mr. Clarke was appointed as the Company’s President and CEO on September 12, 2008; he resigned from these positions on June 4, 2009.

 

(7)Mr. St-Pierre served as the Chief Financial Officer of the Company from January 9, 2007 until June 22, 2009.

 

None of the officers earned any bonus, restricted stock awards, LTIP Payouts or any other annual or long term compensation other than the stock awards paid to each of Mr. Brown, Mr. Masselli and Mr. Savage by Cono Italiano (Delaware).

 

Outstanding Equity Awards at Fiscal Year-End (1)

 

As of the end of our most recent fiscal year, December 31, 2011, Mitchell Brown, our Chief Executive Officer and Director, Joseph Masselli, our former President, Chief Operating Officer and Director, Alex J. Kaminski, our Chief Financial Officer, Treasurer and Director and Steve Savage, our Secretary and Director have not been issued any options in the Company.

 

The following table provides the information regarding outstanding options owned by the named executive officers and directors as of December 31, 2011.  We have never granted any stock appreciation rights.  The shares set forth below reflect our August 10, 2009 one for sixty stock split.

 

26
 

 

Name  Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
   Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
   Option Exercise
Price
   Option Expiration
Date
                
James Pak Chiu Leung, Former CEO, Former   84    0    120.00   November 6, 2012
President and Former Director (1)   84    0    120.00   November 6, 2011
Claude Pellerin, Former Secretary and Former    84    0    120.00   November 6, 2012
Director (2)    84    0    120.00   November 6, 2011

 

(1) Mr. Leung served as the Chief Executive Officer, President and Director of the Company from June 5, 2006 to September 9, 2008.

(2) Mr. Pellerin resigned as the Company’s secretary on June 19, 2009.

 

Director Compensation

 

The persons who served as members of our board of directors, including executive officers, did not receive any compensation for services as a director in either the fiscal year ended December 31, 2011 or the fiscal year ended December 31, 2010.

 

The Company has employment agreements with each of Mitchell Brown, Alex Kaminski and Steve Savage, and formerly had an agreement with Mr. Masselli.  These directors will not be separately compensated for their service as directors, as they are also serving as officers of the Company.  The Company does not have an employment or other compensation agreement with Scott Smith, who was compensated according to the schedule above.  Mr. Smith, who will be serving only as a director and not as an officer will be paid a fee of $18,000 per annum, which is presently being deferred.

 

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 material 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 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:

 

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

 

It has been agreed by the Company, Mr. Smith 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.  At this time, these options have not been granted, will vest in one year and will expire in three years.

 

Equity Incentive Plan

 

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 (ISO) and non-qualified stock options (NQOs) to our employees, directors or consultants.

 

27
 

 

During the year ended November 30, 2006, the Company issued 517,500 stock options to officers and directors of the Company with an average exercise price of $0.30 per share. Of the stock options issued, 450,000 were vested on October 5, 2006, 33,750 were vested on November 1, 2006 and the balance vested on November 1, 2007.  Following the resignation of one of our directors in January 2007, 70,000 such options were cancelled. During the month of August, 2007, the Company issued 50,000 stock options to officers and directors of the Company with an average exercise price of $2.86 per share. Of the stock options issued, 50,000 vested on August 1, 2007.  No options were exercised during the years ended January 31, 2009 or December 31, 2009.  As of January 31, 2009 we had three directors and officers eligible to receive options under the Equity Incentive Plan.  Options to buy 277,500 shares of common stock (equal to 4,625 shares of common stock after the 1 for 60 stock split) were outstanding under the Equity Incentive Plan and 1,722,500 shares remained available for grants under this plan.  As of December 31, 2010, we had five officers and directors eligible to receive options under the Equity Incentive Plan.  Options to buy 336 shares of common stock were outstanding under the Equity Incentive Plan and 1,999,664 options remained eligible for grant.

 

2006 Equity Plan Administration

 

The compensation committee is empowered to select those eligible persons to whom options shall be granted under the 2006 Equity Incentive Plan; to determine the time or times at which each option shall be granted, whether options will be ISOs or NQOs and the number of shares to be subject to each option; and to fix the time and manner in which each option may be exercised, including the exercise price and option period, and other terms and conditions of options, all subject to the terms and conditions of the 2006 Equity Incentive Plan.  The compensation committee has sole discretion to interpret and administer the Plan, and its decisions regarding the Plan are final.

 

2006 Equity Plan Option Pricing

 

Each grant shall specify an option price per share, which shall be equal to or greater than the fair market value per share on the grant date; provided that in the case of any incentive stock option granted to a person who on any given date owns, either directly or indirectly (taking into account the attribution rules contained in Section 424(d) of the Code), stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or any subsidiary, the option price shall not be less than 110% of the fair market value of a share on the date of grant.

 

2006 Equity Plan Amendment and Termination

 

The Plan may be amended from time to time by the Board, but no such amendment shall increase any of the limitations concerning the shares or options available under the Plan, other than to reflect an adjustment made in accordance with Section 14 of the Plan (i.e. dilution, enlargement of the rights of participants in the Plan), change the class of persons eligible to receive grants of awards or the types of awards available under the Plan and increase the benefits to participants under the Plan, in any such case without the further approval of the stockholders of the Company.  The Board will also condition any amendment on the approval of the stockholders of the Company if such approval is necessary with respect to the applicable listing or other requirements of a national securities exchange or other applicable laws, policies or regulations, and the Board may condition any amendment on the approval of the stockholders of the Company if such approval is deemed advisable to comply with such requirements.

 

The Plan shall terminate on the tenth anniversary of the date upon which it is approved by the stockholders of the Company, and no award shall be granted after that date.

 

The Company expects to adopt a new equity plan during the foreseeable future which will be similar to the 2006 Plan.

 

Indemnification Agreements

 

Through its Indemnification Agreements, the Company agrees to indemnify directors and officers, to the extend provided for in the Agreement, and to hold them harmless from and against, any losses or expenses at any time incurred by or assessed against them arising out of or in connection with their work as a director, advisory director, Board Committee member, officer, employee or agent of the Company or of an affiliate, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity while serving as an officer or director of the Company or of an Affiliate, to the fullest extent permitted by law in as in effect or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification.

 

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Whistleblower Procedures Policy

 

In accordance with the requirements of Section 301 of the Sarbanes-Oxley Act of 2002, the Board of Directors the Company has adopted this Whistleblower Procedures Policy, stating that all employees of the Company and its subsidiaries are strongly encouraged to report any evidence of financial irregularities which they may become aware of, including those with respect to internal controls, accounting or auditing matters.  Under this Whistleblower Procedures Policy, the management of the Company shall promptly and periodically communicate to all employees with access to accounting, payroll and financial information the means by which they may report any such irregularities.  In the event an employee is uncomfortable for any reason reporting irregularities to his or her supervisor or other management of the Company, employees may report directly to any member of the Board of Directors of the Company.  The identity of any employee reporting under these procedures will be maintained as confidential at the request of the employee, or may be made on an anonymous basis.  Notice must be provided to all of the Company’s employees with access to accounting, payroll and financial information in respect of these procedures.

 

Changes in Control

 

As of the date of filing of this Report, the Company is unaware of any arrangement which may result in a change in control.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table sets forth, as of April 16, 2012, the total number of shares owned beneficially by the Company’s directors, officers and key employees, and any person (including any group) who is known to the Company to be the beneficial owner of more than five percent of any class of the Company’s voting securities. Except as otherwise indicated below, each person named has sole voting and investment power with respect to the shares indicated. The percentage of ownership set forth below reflects each holder’s ownership interest in the 90,234,988 shares of the Company’s common stock outstanding as of April 16, 2012.

 

Name and Address of Beneficial
Owner
  Shares   Options/
Warrants (1)
   Total (1)   Percentage of
Shares
Outstanding (1)
 
                 
Five Percent Stockholders                    
Lara Mac Inc.(2)   36,000,000    0    36,000,000    39.0%
Joseph H. Masselli   15,000,000    0    15,000,000    16.2%
Executive Officers and Directors                    
Mitchell Brown, Chief Executive Officer and Director (2)   36,000,000    0    36,000,000    39%
                     
Alex J. Kaminski, Chief Financial Officer, Treasurer and Director   0    0    0    0%
Steve Savage, Secretary and Director   750,000    0    750,000    .8%
Scott Smith, Director   0    0    0    0%
All officers and directors as group (4 persons)   36,750,000    0    36,750,000    39.8%

* Less than 1%.

 

29
 

 

The mailing address for each of the officers and directors is Cono Italiano, Inc., 10 Main Street, Keyport, NJ 07735. 

 

(1)  Includes options and warrants exercisable as of the date hereof or within 60 days hereafter. The Company is unaware of any pledges of any shares, options or warrants by any of the individuals or entities listed above.  The Company intends to make option grants to certain officers and directors within the foreseeable future, however, no options or agreements pertaining to options have been granted or entered into by the Company or such officers and directors as of the date hereof.

 

(2) Our Chief Executive Officer Mr. Mitchell Brown has sole voting power and sole power of disposition over all 6,000,000 shares of Company common owned by Lara Mac Inc. (in addition to 30,000,000 shares owned by Mr. Brown directly), and as such all such shares are therefore deemed to be beneficially owned by Mr. Brown.

 

Potential Changes in Control

 

To the knowledge of management, there are no present arrangements or pledges of securities of the Company which may result in a change in control of the Company.

 

Changes in Control

 

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 and Lara Mac Inc. (“Lara Mac”), an entity controlled by Mitchell Brown (who is 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.  The compensation which Gallant received from Lara Mac consisted of Lara Mac’s agreement to assure the payment of certain obligations of the Company in the amount of $162,139 which shall be paid by the Company in due course.  The Company is not a party to the Stock Purchase Agreement.  The address of Lara Mac is 10 Main Street, Keyport, NJ 07735.

 

In addition, on June 22, 2009, the Company and Lara Mac entered into a Management Services Agreement.  In exchange for the provision of services as set forth therein, Lara Mac received 9,553,377 shares of the Company’s common stock. On November 6, 2009, as additional inducement to the shareholders of Cono Italiano (Delaware) to enter into the Share Exchange Agreements, Lara Mac Inc. agreed to the termination of the Management Services Agreement with Cono Italian (Nevada) and cancellation of all Cono Italian (Nevada) shares previously issued to Lara Mac under the Management Services Agreement (242,557 shares of the Company’s common stock as adjusted for the one-for-sixty reverse stock split).

 

After giving effect to the Share Exchange, Mitchell Brown, both as an individual and through his control of Lara Mac, controls 36,000,000 shares of the Company’s common stock.  These shares constitute 39% of the Company’s 92,234,988 issued and outstanding shares as of April 16, 2012.

 

Adverse Interests

 

The Company is not aware of any material proceeding to which any director, officer, or affiliate of the Company, or any owner of record or beneficially of more than five percent of any class of the Company’s voting securities, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

 

30
 

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

Lara Mac Inc. Management Services Agreement

 

On June 22, 2009, Lara Mac Inc., an entity controlled by Mitchell Brown, our Chief Executive Officer and a member of our Board of Directors, entered into a Management Services Agreement with the Company (the “Management Services Agreement”).  Pursuant to the Management Services Agreement, Lara Mac would render to the Company consulting and other advisory services in relation to developing strategic plans for inception of operations, corporate management, the operations of the Company, strategic planning, domestic and international marketing and sales, financial advice, including, without limitation, advisory and consulting services in relation to the selection and retention of candidates for senior management of the Company and its subsidiaries, prospective strategic alliance partners, preparing acquisition growth plans, identifying prospective merger and acquisition candidates, developing value propositions for the Company and acquisition candidates, analyzing financial implications of potential transactions, advising on negotiations regarding terms and conditions of transactions, outlining and managing due diligence issues and due diligence processes, introductions to prospective customers, selection of investment bankers or other financial advisors or consultants, and advice with respect to the capital structure of the Company, equity participation plans, employee benefit plans and other incentive arrangements for certain key executives of the Company (collectively, the “Services”).  In exchange for the Services, Lara Mac shall receive 9,553,377 shares of the Company’s common stock (the “Fee”).  The value of the restricted shares of common stock constituting the Fee is deemed to be $0.044 per share, which is equivalent to fifty percent of the average closing trading price of the Company’s common stock during the ninety day period of February 27, 2009, through May 27, 2009.  Such time period is deemed to constitute an objective public capital market valuation of the Company’s stock price, having an aggregate value of $410,666 (the “Issue Value”).  The parties to the Management Services Agreement also agreed that Lara Mac may render other services beyond the scope of activities which the parties contemplate as part of the Services, as to which Lara Mac shall be entitled to separate compensation that shall be negotiated in good faith by the parties on a case-by-case basis.  In the event that the Company is not generating organic revenues (excluding interest and investment income) as of the first anniversary of the date of the Management Services Agreement, then all of the Shares constituting the Fee shall be subject to repurchase in the entirety by the Company at a repurchase price equal to the Issue Value. On November 6, 2009, as additional inducement to the shareholders of Cono Italiano (Delaware) to enter into the Share Exchange Agreements, Lara Mac Inc. agreed to the termination of the Management Services Agreement with Cono Italian (Nevada) and cancellation of all Cono Italian (Nevada) shares previously issued to Lara Mac under the Management Services Agreement (242,557 shares of the Company’s common stock as adjusted for the one-for-sixty reverse stock split).  

 

There have been no transactions, since the beginning of the Company’s last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at fiscal year-end for the last three completed fiscal years, and in which any related person had or will have a direct or indirect material interest, except as set forth above.

 

Mr. Scott Smith, who is the only current member of the Board of Directors who is independent under the standards for independence contained in the Nasdaq Marketplaces Rules, Rule 5605(a)(2), has independently reviewed and assessed the fairness of the Management Services Agreement.  Mr. Smith has determined that the terms and conditions of the Management Services Agreement are fair and reasonable to the Company and its shareholders and he has recommended that the Management Services Agreement be adopted and approved by the entire Board of Directors.  Mr. Mitchell Brown, having an economic interest in the Management Services Agreement through his beneficial ownership of Lara Mac, recused himself from all deliberations and voting in regard to the Management Services Agreement.

 

Edesia Emprise, LLC

 

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" used in the Company’s products at a location in Indianapolis Indiana.  Mitchell Brown transferred his ownership interests in Edesia Emprise, LLC to his father, Gene Brown, later that month.

 

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.  Under the Master Manufacturing Agreement, Edesia Emprise, LLC may engage qualified subcontractors throughout its territory for purposes of performing its obligations to the Company.  On December 8, 2009, the Company was advised that Edesia Emprise had entered into its first subcontract agreement with Sunrise Baking Acquisition Company, based in Brooklyn, New York.

 

31
 

 

On November 12, 2009, the Company’s Board of Directors ratified the Master Manufacturing Agreement entered into by and between Cono Italiano (Delaware) and Edesia Emprise, LLC.  The Board has determined that the terms and conditions of this agreement are fair and reasonable to the Company and its shareholders.  Mr. Mitchell Brown, whose father owns Edesia Emprise, LLC, recused himself from all deliberations and voting in regard to this agreement.

 

DIRECTOR INDEPENDENCE

 

Mr. Scott Smith is the only current member of the Board who may be deemed to be independent.  The Company has adopted the standards for independence contained in the NASDAQ Marketplaces Rules, Rule 5605(a)(2).

 

Item 14. Principal Accountant Fees and Services.

 

(a) Audit Fees

 

The aggregate fees of EFP Rotenberg LLP for professional services rendered for the audit of the Company's annual financial statements for the years ended December 31, 2011 and 2010, totaled $26,560 and $22,500, respectively.

 

(b) Audit-Related Fees

 

The aggregate fees billed by EFP Rotenberg LLP for audit related services for the years ended December 31, 2011 and 2010, and which are not disclosed in “Audit Fees” above, were $0 and $14,100, respectively. These fees included fees related to procedures performed for the Company in connection with (i) the filing of a Registration Statement on Form S-1; and (ii) the Company’s acquisition of Cono Italiano (Delaware).

 

(c) Tax Fees

 

The aggregate fees billed by EFP Rotenberg LLP for tax compliance for each of the years ended December 31, 2011 and 2010, were $0.

 

(d) All Other Fees

 

The aggregate fees billed by EFP Rotenberg LLP for services other than those described above, for the years ended December 31, 2011 and 2010, were $0.

 

Audit Committee Pre-Approval Policies

 

Our Board of Directors reviewed the audit and non-audit services rendered by EFP Rotenberg LLP during the periods set forth above and concluded that such services were compatible with maintaining the auditors’ independence. All audit and non-audit services performed by our independent accountants are pre-approved by our Board of Directors to assure that such services do not impair the auditors’ independence from us.

 

32
 

 

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

 

Exhibit No.   Description of Exhibits
     
Exhibit 3.1   Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on December 17, 2004.
     
Exhibit 3.2   Bylaws, incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on December 17, 2004.
     
Exhibit 3.3   Certificate of Amendment to the Articles of Incorporation, dated as of November 11, 2006, incorporated by reference to Exhibit 3.3 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 30, 2006.
     
Exhibit 3.4   Amendment to the Company’s Bylaws, incorporated by reference to Exhibit 3.4 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 17, 2007.
     
Exhibit 3.5   Certificate of Amendment to the Articles of Incorporation, dated as of February 11, 2008, incorporated by reference to Exhibit 3.5 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 3.6   Certificate of Amendment to the Articles of Incorporation, dated as of July 31, 2009, incorporated by reference to Exhibit 3.6 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 3.7   Amendment to the Company’s Bylaws, incorporated by reference to Exhibit 3.7 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 3.8   Certificate of Incorporation of Cono Italiano (Delaware) (formerly known as Janex International, Inc.), incorporated by reference to Exhibit 3.8 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 3.9   Certificate of Amendment of Certificate of Incorporation (Cono Italiano (Delaware)), incorporated by reference to Exhibit 3.9 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 3.10   Certificate of Merger of Foreign Corporation into a Domestic Corporation (Cono Italiano (Delaware)), incorporated by reference to Exhibit 3.10 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 3.11   Certificate of Merger of Domestic Corporation and Foreign Limited Liability Company (Cono Italiano (Delaware)), incorporated by reference to Exhibit 3.11 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 3.12   Certificate of Amendment of Certificate of Incorporation (Cono Italiano (Delaware)), incorporated by reference to Exhibit 3.12 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.

 

33
 

 

Exhibit 3.13   Certificate of Amendment of Certificate of Incorporation (Cono Italiano (Delaware)), incorporated by reference to Exhibit 3.13 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 3.14   Certificate of Correction (Cono Italiano (Delaware)), incorporated by reference to Exhibit 3.14 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 3.15   Bylaws, as amended, incorporated by reference to Exhibit 3.15 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on January 14, 2010.
     
Exhibit 3.16   Certificate of Amendment of Certificate of Incorporation (Cono Italiano (Delaware)), incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K, filed with the Securities Exchange Commission on February 28, 2012.
Exhibit 10.29   Working Interest Purchase and Sale Agreement, by and between the Company and Wellington Capital Management Inc., dated as of January 29, 2009, incorporated by reference to Exhibit 10.29 to the Company’s Report on Form 10-K, filed with the Securities and Exchange Commission on May 18, 2009.
     
Exhibit 10.30   Assignment and Assumption Agreement, by and between the Company and DT Crystal Holdings Limited, dated as of January 31, 2009, incorporated by reference to Exhibit 10.30 to the Company’s Report on Form 10-K, filed with the Securities and Exchange Commission on May 18, 2009.
     
Exhibit 10.31   Convertible Note Agreement, by and between the Company and Wellington Capital Management Inc., dated as of February 2, 2009, incorporated by reference to Exhibit 10.31 to the Company’s Report on Form 10-K, filed with the Securities and Exchange Commission on May 18, 2009.
     
Exhibit 10.32   Termination of Working Interest Purchase and Sale Agreement, by and between the Company and Wellington Capital Management Inc., dated as of April 28, 2009, incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2009.
     
Exhibit 10.33   Termination and Discharge of Convertible Note Agreement, by and between the Company and Wellington Capital Management Inc., dated as of April 28, 2009, incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2009.
     
Exhibit 10.34   Mutual Release, by and between the Company and Wellington Capital Management Inc., incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2009.
     
Exhibit 10.35   Letter of Intent, by and between the Company and Financial Media Net, Inc., dated as of March 25, 2009, incorporated by reference to Exhibit 99.1 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on March 26, 2009.
     
Exhibit 10.36   Affiliate Stock Purchase Agreement, dated June 4, 2009, between Gallant Energy International Inc. and Lara Mac Inc., incorporated by reference to Exhibit 99.1 to Lara Mac Inc.’s Schedule 13D, filed with the Securities and Exchange Commission on June 15, 2009.

 

34
 

 

Exhibit 10.37   Management Services Agreement, by and between the Company and Lara Mac Inc., dated as of June 22, 2009, incorporated by reference to Exhibit 10.37 to the Company’s Report on Form 10-Q, filed with the Securities and Exchange Commission on September 14, 2009.
     
Exhibit 10.38   Agreement, by and between Kono Italia S.r.l & Spuntibreak S.r.l. DBA Pizza Hands and Cono Italiano LLC, dated as of March 2, 2006, incorporated by reference to Exhibit 10.38 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 10.39   Distribution Agreement, by and between Cono Italiano, Inc. and Pino Gelato, Inc., dated as of July 9, 2008, incorporated by reference to Exhibit 10.39 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 10.40   Amendment to Distribution Agreement, by and between Cono Italiano, Inc. and Pino Gelato, Inc., dated as of July 9, 2008, incorporated by reference to Exhibit 10.40 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 10.41   Employment Agreement, by and between Cono Italiano (Delaware) and Mitchell Brown, dated as of August 1, 2008, incorporated by reference to Exhibit 10.41 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 10.42   Employment Agreement, by and between Cono Italiano (Delaware) and Steve Savage, dated as of August 1, 2008, incorporated by reference to Exhibit 10.42 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 10.43   Employment Agreement, by and between Cono Italiano (Delaware) and Joseph Masselli, dated as of August 1, 2008, incorporated by reference to Exhibit 10.43 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 10.44   Annulment Agreement, by and between Cono Italiano (Delaware) and Mitchell Brown, dated as of August 11, 2009, incorporated by reference to Exhibit 10.44 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 10.45   Annulment Agreement, by and between Cono Italiano (Delaware) and Steve Savage, dated as of August 11, 2009, incorporated by reference to Exhibit 10.43 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 10.46   Annulment Agreement, by and between Cono Italiano (Delaware) and Joseph Masselli, dated as of August 11, 2009, incorporated by reference to Exhibit 10.44 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 10.47   Settlement Agreement and Mutual Release, by and between Dough Bros., Inc., John Allen, Drew Allen, Matt Allen, Edesia Emprise, LLC, Cono Italiano, Inc., Mitchell Brown, John Jacobs and Ramona Fantini, dated as of October 22, 2009, incorporated by reference to Exhibit 10.47 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 10.48   Commitment Agreement, by and between Cono Italiano (Delaware) and Lara Mac Inc., dated as of November 9, 2009, incorporated by reference to Exhibit 10.48 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.

 

35
 

 

Exhibit 10.49   Master Manufacturing Agreement, by and between Cono Italiano (Delaware) and Edesia Emprise, LLC, dated as of November 11, 2009, incorporated by reference to Exhibit 10.49 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 10.50   Form of Share Exchange Agreement, by and between the Company and the shareholders of Cono Italiano (Delaware), incorporated by reference to Exhibit 10.50 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 10.51   Amendment to the Management Services Agreement, by and between Lara Mac Inc., Cono Italiano, Inc. (a Nevada corporation) and Cono Italiano, Inc. (a Delaware corporation), dated as of November 6, 2009, incorporated by reference to Exhibit 10.51 to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2009.
     
Exhibit 10.52   Employment Agreement, by and between the Company and Mitchell Brown, dated as of December 30, 2009, incorporated by reference to Exhibit 10.52 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on January 14, 2010.
     
Exhibit 10.53   Employment Agreement, by and between the Company and Joseph Masselli, dated as of December 30, 2009, incorporated by reference to Exhibit 10.53 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on January 14, 2010.
     
Exhibit 10.54   Employment Agreement, by and between the Company and Alex Kaminski, dated as of December 30, 2009, incorporated by reference to Exhibit 10.54 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on January 14, 2010.
     
Exhibit 10.55   Employment Agreement, by and between the Company and Steve Savage, dated as of December 30, 2009, incorporated by reference to Exhibit 10.55 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on January 14, 2010.
     
Exhibit 10.56   Convertible Promissory Note issued by Cono Italiano (Delaware) on December 28, 2007, incorporated by reference to Exhibit 10.56 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on January 14, 2010.
     
Exhibit 10.57   Convertible Promissory Note re-issued by Cono Italiano (Delaware) on January 31, 2008, incorporated by reference to Exhibit 10.57 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on January 14, 2010.
     
Exhibit 10.58   Amendment to Convertible Promissory Note, dated as of October 22, 2009, incorporated by reference to Exhibit 10.58 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on January 14, 2010.
     
Exhibit 10.59   Manufacturing Agreement, by and between Interstate Caterers and the Company, dated as of August 2010, incorporated by reference to Exhibit 10.59 to the Company’s Report on Form 10-Q, filed with the Securities and Exchange Commission on November 15, 2010. 
     
Exhibit 10.60   Consulting Agreement, by and between the Dettman Group, LLC and the Company, dated as of September 15, 2010, incorporated by reference to Exhibit 10.59 to the Company’s Report on Form 10-Q, filed with the Securities and Exchange Commission on November 15, 2010.
     
Exhibit 10.61  

Manufacturing Agreement by and between the Company and Interstate Caterers, dated as of September 7, 2011.

 

 

36
 

 

Exhibit 10.62   Security Agreement by and between the Company and TCA Global Credit Master Fund, LP dated as of February 27, 2012.
     
Exhibit 10.63   Convertible Promissory Note by and between the Company and TCA Global Credit Master Fund, LP dated as of February 27, 2012.
     
Exhibit 10.64   Committed Equity Facility Agreement by and between the Company and TCA Global Master Credit Fund, LP dated as of February 27, 2012.
     
Exhibit 10.65   Registration Rights Agreement by and between the Company and TCA Global Master Credit Fund, LP dated as of February 27, 2012.
     
Exhibit 14.3   Audit Committee Charter, incorporated by reference to Exhibit 14.3 to the Company’s Report on Form 10-QSB, filed with the Securities and Exchange Commission on October 23, 2006.
     
Exhibit 14.4   Whistleblower Procedures Policy, incorporated by reference to Exhibit 14.4 to the Company’s Report on Form 10-QSB, filed with the Securities and Exchange Commission on October 23, 2006.
     
Exhibit 14.5   Governance Charter, incorporated by reference to Exhibit 14.5 to the Company’s Report on Form 10-QSB, filed with the Securities and Exchange Commission on October 23, 2006.
     
Exhibit 14.6   Compensation Charter, incorporated by reference to Exhibit 14.6 to the Company’s Report on Form 10-QSB, filed with the Securities and Exchange Commission on October 23, 2006.
     
Exhibit 21   List of Subsidiaries.

 

37
 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  CONO ITALIANO, INC.
       
Date: April 16, 2012 By: /s/ Mitchell Brown  
    Name: /s/ Mitchell Brown  
    Title: Chief Executive Officer  
      (Principal Executive Officer)  

 

Date: April 16, 2012 By:  /s/ Alex J. Kaminski  
        Name: /s/ Alex J. Kaminski  
        Title: Chief Financial Officer  
          (Principal Financial Officer)  
          (Principal Accounting Officer)  

 

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THIS REPORT HAS BEEN SIGNED BY OR ON BEHALF OF THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:

 

Name   Title   Date
         
/s/ Mitchell Brown   Chief Executive Officer (Principal Executive Officer),   April 16, 2012
Mitchell Brown   Director    
         
/s/ Alex J. Kaminski   Chief Financial Officer (Principal Financial Officer)   April 16, 2012
Alex J. Kaminski   (Principal Accounting Officer), Treasurer, Director    
         
/s/ Steve Savage   Secretary, Director   April 16, 2012
Steve Savage        
         
/s/ Scott Smith   Director   April 16, 2012
Scott Smith        

 

38
 

 

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

 

FINANCIAL REPORTS
AT
December 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 December 31, 2011 and 2010 2
   
Consolidated Statements of Changes in Stockholders’ Deficit for the Period from Date of Inception (March 2, 2006) Through December 31, 2011 3
   
Consolidated Statements of Operations for the Years Ended December 31, 2011 and 2010 and the Period from Inception (March 2, 2006) Through December 31, 2011 4
   
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and 2010 and the Period from Inception (March 2, 2006) Through December 31, 2011 5
   
Notes to Consolidated Financial Statements 6-17

 

 
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and

Stockholders of Cono Italiano, Inc.

 

We have audited the accompanying consolidated balance sheets of Cono Italiano, Inc. as of December 31, 2011 and 2010, and the related consolidated statements of operations, changes in stockholders' deficit, and cash flows for each of the years in the two-year period ended December 31, 2011 and for the period since inception (March 2, 2006) through December 31, 2011. Cono Italiano, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cono Italiano, Inc. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2011 and for the period since inception (March 2, 2006) through December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note H to the consolidated financial statements, These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note H. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

 

 

/s/ EFP Rotenberg, LLP

 

EFP Rotenberg, LLP

Rochester, New York

April 16, 2012

 
 

 

CONO ITALIANO, INC.
(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY LTD.)
(A DEVELOPMENT STAGE COMPANY)
(A NEVADA CORPORATION)
Keyport, New Jersey
 
CONSOLIDATED BALANCE SHEETS

 

December 31,  2011   2010 
         
ASSETS          
Cash and Cash Equivalents  $   $665 
Due from Related Party   11,937    78,937 
Prepaid Expenses   21,000    120,226 
           
Total Current Assets   32,937    199,828 
           
Property and Equipment - Net of Accumulated Depreciation   148,087    12,236 
           
Total Assets  $181,024   $212,064 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
           
Liabilities          
Bank Overdraft  $3,348   $ 
Accounts Payable   135,508    135,508 
Accrued Expenses   54,713    53,466 
Accrued Legal Expense   187,525    182,043 
Accrued Interest - Officer   52,746    43,729 
Notes Payable   60,905    55,177 
Due to Officer   724,975    695,025 
           
Total Liabilities   1,219,720    1,164,948 
           
Stockholders' Deficit          
Common Stock - $.001 Par; 150,000,000 Shares Authorized, 99,234,988 and 92,005,988 Shares Issued and Outstanding   99,235    92,006 
Common Stock Subscribed   526     
Stock Subscriptions Receivable        
Additional Paid-In-Capital   1,131,939    721,041 
Deficit Accumulated During Development Stage   (2,270,396)   (1,765,931)
           
Total Stockholders' Deficit   (1,038,696)   (952,884)
           
Total Liabilities and Stockholders' Deficit  $181,024   $212,064 

 

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

 

- 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 STOCKHOLDERS’ DEFICIT FOR THE PERIOD FROM DATE OF INCEPTION (MARCH 2, 2006) THROUGH DECEMBER 31, 2011

 

                       Deficit     
   Common Stock   Common   Stock   Additional   Accumulated   Total 
   $ .001 Par   Stock   Subscriptions   Paid-In   During   Stockholders' 
   Shares   Amount   Subscribed   Receivable   Capital   Development Stage   Deficit 
                             
Balance - March 2, 2006      $   $   $   $   $   $ 
                                    
Common Stock Issued for Contribution of License Rights and Equipment   6,000,000    6,000            159,000        165,000 
                                    
Net Loss                            
                                    
Balance - December 31, 2006   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 to Previous Investors   3,184,000    3,184            90,336        93,520 
                                    
Common Stock Issued in Exchange for Services   3,325,000    3,325            152,924        156,249 
                                    
Common Stock Cancelled   (3,280,000)   (3,280)           (27,836)       (31,116)
                                    
Stock subscription, net of cash proceeds received   4,000,000    4,000    526        195,474        200,000 
                                    
Net Loss                       (504,465)   (383,682)
                                    
Balance - December 31, 2011   99,234,988   $99,235   $526   $   $1,131,939   $(2,270,396)  $(1,038,696)

 

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

 

- 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 Years Ended December 31,  2011   2010   December 31, 2011 
             
Sales  $   $10,109   $33,994 
                
Cost of Sales           9,123 
                
Gross Profit       10,109    24,871 
                
Expenses               
Selling and Direct   166,610    14,504    351,480 
Compensation Expense           420,005 
General and Administrative   323,110    198,338    1,207,485 
Interest Expense   14,745    15,283    68,209 
Loss on Impairment of License Right       130,505    130,505 
Gain on Sale of Assets           (3,200)
                
Total Expenses   504,465    358,630    2,174,484 
                
Net Loss  $(504,465)  $(348,521)  $(2,149,613)
                
Loss per Share - Basic and Diluted  $(0.00)  $(0.01)  $(0.04)
                
Weighted Average Common Shares Outstanding   94,626,385    68,991,289    49,091,214 

 

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

 

- 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 Years Ended December 31,  2011   2010   December 31, 2011 
             
Cash Flows from Operating Activities               
                
Net Loss  $(504,465)  $(348,521)  $(2,149,613)
                
Adjustments to Reconcile Net Loss to Net Cash Flows from Operating Activities:               
Amortization       6,498    19,494 
Depreciation   8,665    8,157    46,429 
Common Stock Issued in Exchange for Services   147,850    3,269    800,823 
Expense to Prior Owners   93,520        350,520 
Gain on Sale of Assets           (3,200)
Loss on Impairment of License Right       130,505    130,505 
Common Stock Issued in Lieu of Rent Expense   36,000        36,000 
Changes in Assets and Liabilities:               
Prepaid Expenses   40,510    (9,567)   26,328 
Accounts Payable       (1,755)   (24,458)
Accrued Expenses   (1,247)   14,066    54,713 
Accrued Legal Expense   5,482  56,519    125,361 
Accrued Interest   14,745    15,283    68,210 
Deferred Revenues       (10,107)   75,818 
                
Net Cash Flows from Operating Activities   (156,446)   (135,653)   (563,853)
                
Net Cash Flows from Investing Activities               
Proceeds from Sale of Asset           5,000 
Acquisition of Cash in Reorganization           916 
Purchase of Property and Equipment   (144,517)       (181,319)
                
Net Cash Flows from Investing Activities   (144,517)       (175,403)
                
Cash Flows from Financing Activities               
Bank Overdraft   3,348        3,348 
Cash Proceeds from Sale of Stock   200,000        264,870 
Cash Received from Related Party - Net   67,000    55,001    58,063 
Due to Officer - Net   29,950    70,659    412,975 
                
Net Cash Flows from Financing Activities   300,298    125,660    739,256 
                
Net Change in Cash and Cash Equivalents   (665)   (9,993)    
                
Cash and Cash Equivalents - Beginning of Year   665    10,658     
                
Cash and Cash Equivalents - End of Year  $   $665   $ 
                
                
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 to Relieve Accounts Payable  $   $   $3,500 
Common Stock Issued for Note Payable Conversion  $   $184,547   $202,547 
Common Stock Issued for Related Party Payable  $   $   $70,000 
                
Cash Paid During the Year for:               
Interest  $   $   $ 
Income Taxes  $   $   $ 

 

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

 

- 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 -

 

- 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).

 

On December 13, 2011 the Board of Directors approved increasing the authorized shares of common stock from 100,000,000 to 150,000,000.

 

- continued -

 

- 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

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.

 

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 FASB ASC 915, ““Development Stage Entities.”

 

Cash and Cash Equivalents

Cash and cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents at financial institutions, which periodically may exceed federally insured amounts.

 

Property, Equipment and Depreciation

Property and equipment are reflected at cost of acquisition and are depreciated on various methods utilizing the following estimated lives:

 

Machinery and Equipment 5 Years
Office Equipment 5 Years

 

Maintenance and repairs are expensed as incurred. The cost of property and equipment retired or otherwise disposed of and the related accumulated depreciation are removed from the accounts and reflected as other income or expense.

 

- continued -

 

- 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

Long-lived Assets

The Company accounts for impaired long-lived assets in accordance with FASB ASC 360-10-15-3, "Impairment or Disposal of Long-Lived Assets”. This standard prescribes the method for asset impairment evaluation for long-lived assets and certain identifiable intangibles that are either held and used or are to be disposed of. The Company evaluates the ability to recover long-lived assets whenever events or circumstances indicate that the carrying value of the asset may not be recoverable. In the event assets are impaired, losses are recognized to the extent the carrying value exceeds the fair value. In addition, the Company reports assets to be disposed of at the lower of the carrying amount or the fair market value less selling costs.

 

Intangible Assets

Intangible assets consist of licensing rights. The Company applies an impairment evaluation whenever events or changes in business circumstances indicate that the carrying value of the intangible assets may not be recoverable. Other intangible assets are amortized on a straight-line basis over their estimated economic lives. The Company believes that the straight-line method of amortization reflects an appropriate allocation of the cost of the intangible assets to earnings in proportion to the amount of economic benefits obtained annually by the Company.

 

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 -

 

- 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.

 

Stock-based compensation related to employees and directors is recognized pursuant to the provisions of FASB ASC 718. FASB ASC 718 requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). FASB ASC 718 also requires measurement of the cost of employee services received in exchange for an equity award based upon the grant-date fair value of the award. 

 

Note C -Recently Issued 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 D -Property and Equipment

Property and equipment consisted of the following:

 

         
December 31,  2011   2010 
         
Machinery and Equipment  $190,168   $45,652 
Office Equipment   2,398    2,398 
   $192,566   $48,050 
Less:  Accumulated Depreciation   44,479    35,814 
           
Net Property and Equipment  $148,087   $12,236 

 

Depreciation expense for the years ended December 31, 2011 and 2010 was $8,665 and $8,157, respectively.

 

- 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 E-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:

 

December 31,  2011   2010 
         
Edesia Emprise, LLC  $11,937   $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.

 

In November 2009, 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.

 

For the year ended December 2011, Edesia Emprise paid expenses on behalf of the Company in the amount of $67,000, thereby reducing the amount due from them to the Company.

 

Due to Officer

Certain disbursements of the Company have been paid by an officer of the Company. The balance at December 31, 2011 and 2010 was $724,975 and $695,025, respectively. There are no established repayment terms. For the years ended December 31, 2011 and 2010, the Company has imputed interest at the applicable federal rate of 1.27% and 1.53%, respectively. Accrued interest was $52,746 and $43,729, at December 31, 2011 and 2010, respectively.

 

- 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 F -Accrued Legal Expense

Accrued legal expense consists of legal services rendered to the Company in the ordinary course of business including SEC filings and the reverse merger. Accrued legal expense at December 31, 2011 and 2010 was $185,525 and $182,043, respectively.

 

Note G -Notes Payable

The Company has a note payable to DT Crystal Limited accruing interest at 10% annually which is due upon demand. The note is convertible at option of the holder into restricted stock of Cono (Nevada). At December 31, 2011 and 2010 note payable to DT Crystal was $60,905 and $55,177, respectively. Interest expense for the years ended December 31, 2011 and 2010 was $5,728 and $5,190, respectively.

 

Note H -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 $(2,270,396) at December 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

 

Note I 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 

 

- continued -

 

- 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 IEmployment Contracts – continued

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 December 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 JStock 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.

 

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

 

       Year Ended 
       December 31, 2011 
   Number of   Weighted - Average 
Options  Options   Exercise Price 
Balance at Acquisition   336   $120 
Granted   ––    –– 
Exercised   ––    –– 
Expired   (336)   –– 
Balance at December 31, 2011   ––    –– 
           
Options Exercisable at December 31, 2011   ––    –– 

 

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

 

- 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 K -Income Taxes

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.

 

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. The Company incurred net losses in the year ending December 31, 2011 and 2010 and therefore, has no tax liability. The deferred tax asset generated by the carry-forward is approximately $858,156 at December 31, 2011 and will expire in 2025.

 

Components of deferred tax assets at December 31, 2011 are as follows:

 

Deferred Tax Asset:    
     
Net Operating Loss Carry-Forwards  $858,156 
      
Valuation Allowance   858,156 
      
Net Deferred Tax Asset  $–– 

 

A full valuation allowance has been established against the deferred tax assets for the years ended December 31, 2011 and 2010 as utilization of the loss carry forwards and realization of other deferred tax assets cannot be reasonably assured.

 

The Company has adopted ASC 740-10 “Income Taxes”. As a result of the assessment the Company has recognized no material tax adjustments to the unrecognized tax benefits. At the adoption date of January 1, 2008 and as of December 31, 2011, the Company has no unrecognized tax benefits. The reconciliation of the effective income tax rate of the Company to the statutory income tax rate for the fiscal year ended on December 31, 2011 and 2010 is as follows:

 

   2011   2010 
         
Federal Income Tax Rate   31%   31%
           
State Income Tax Rate   9%   9%
           
Increase in Valuation Allowance   (40)%   (40)%
           
Effective Tax Rate   0%   0%

 

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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 L -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 was for ten (10) years with an automatic renewal for another ten (10) years. In addition, Pino Gelato, Inc. had 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 which was deferred and recognized over the license term.

 

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.

 

Note M -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 December 31, 2011, the agreement was still in effect and no funds have been borrowed.

 

- continued -

 

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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 N -Other Matters – continued

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. For the year ended December 31, 2011, $36,000 has been expensed to rent. This agreement was superseded in September 2011 by another agreement with Interstate Caterers (See below).

 

On July 11, 2011 the Company signed a subscription agreement with an individual to purchase 4,525,640 shares of the Company’s common stock in four (4) installments of $50,000 each, totaling $200,000. As of December 31, 2011 all of the four installments had been received totaling $200,000. The Company has issued 4,000,000 shares of the 4,525,640 that were to be issued. 525,640 shares of common stock are due to the individual for his investment, therefore, common stock subscribed is $526 at December 31, 2011.

 

On September 7, 2011 the Company entered into a manufacturing agreement with Interstate Caterers for the purposes of manufacturing, producing and distributing “pizza cono”. As consideration for Interstate entering into the agreement, the Company agreed to issue 3,500,000 shares of its restricted common stock upon the execution of the agreement. As of December 31, 2011 the stock had not been issued. As consideration for Interstate’s services under the agreement, Interstate will receive seventy percent (70%) of the difference between the sales price for the product less direct manufacturing costs for such product, regardless of whether the Company or Interstate initiated the sales of such product. In addition, the Company will lease to Interstate certain equipment to be used in the manufacture of the Cono products for $1.00 per year.

 

The term of the agreement is for a period of ten years commencing on September 7, 2011, the execution date of the agreement, and automatically renews for one additional ten-year period unless either the Company or Interstate provides the other notice of its intention to not renew at least thirty days prior to the end of the Initial Term.  The agreement may be earlier terminated at any time by the mutual consent of the Company and Interstate.  The Company may unilaterally terminate the agreement based on, among other things, Interstate’s non-performance in accordance with the Company’s specifications.  In addition, Interstate indemnifies the Company against third party claims based on alleged product defects.

 

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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 N -Subsequent Events

On February 27, 2012, the Company entered into a security agreement with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership related to a $250,000 convertible promissory note issued by the Company in favor of TCA. The Security Agreement grants to TCA a continuing, first priority security interest in all of the Company’s assets, wheresoever located and whether now existing or hereafter arising or acquired. 

 

On February 27, 2012, the Company issued the Convertible Note in favor of TCA. The maturity date of the Convertible Note is February 27, 2013, and the Convertible Note bears interest at a rate of twelve percent (12%) per annum. The Convertible Note is convertible into shares of the Company’s common stock at a price equal to ninety-five percent (95%) of the lowest daily volume weighted average price of the Company’s common stock during the five (5) trading days immediately prior to the date of conversion. The Convertible Note may be prepaid in whole or in part at the Company’s option without penalty.

 

On February 27, 2012, the Company entered into the Equity Agreement with TCA. Pursuant to the terms of the Equity Agreement, for a period of twenty-four (24) months commencing on the date of effectiveness of a Registration Statement, TCA shall commit to purchase up to $1,500,000 of the Company’s common stock, par value $0.001 per share. The purchase price of the Shares under the Equity Agreement is equal to ninety-five percent (95%) of the lowest daily volume weighted average price of the Company’s common stock during the five (5) consecutive trading days after the Company delivers to TCA an Advance notice in writing requiring TCA to advance funds to the Company, subject to the terms of the Equity Agreement. 

 

As further consideration for TCA entering into and structuring the Equity Facility, the Company shall pay to TCA a fee by issuing to TCA that number of shares of the Company’s common stock that equal a dollar amount of fifty-two thousand and five hundred dollars ($52,500) (the “Facility Fee Shares”). It is the intention of the Company and TCA that the value of the Facility Fee Shares shall equal $52,500. In the event the value of the Facility Fee Shares issued to TCA does not equal $52,500 after a nine month evaluation date, the Equity Agreement provides for an adjustment provision allowing for necessary action (either the issuance of additional shares to TCA or the return of shares previously issued to TCA to the Company’s treasury) to adjust the number of Facility Fee Shares issued.

 

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