Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - LOUISIANA FOOD CoFinancial_Report.xls
XML - IDEA: XBRL DOCUMENT - LOUISIANA FOOD CoR3.htm
XML - IDEA: XBRL DOCUMENT - LOUISIANA FOOD CoR7.htm
XML - IDEA: XBRL DOCUMENT - LOUISIANA FOOD CoR4.htm
XML - IDEA: XBRL DOCUMENT - LOUISIANA FOOD CoR8.htm
XML - IDEA: XBRL DOCUMENT - LOUISIANA FOOD CoR5.htm
XML - IDEA: XBRL DOCUMENT - LOUISIANA FOOD CoR6.htm
XML - IDEA: XBRL DOCUMENT - LOUISIANA FOOD CoR1.htm
XML - IDEA: XBRL DOCUMENT - LOUISIANA FOOD CoR2.htm
XML - IDEA: XBRL DOCUMENT - LOUISIANA FOOD CoR9.htm
XML - IDEA: XBRL DOCUMENT - LOUISIANA FOOD CoR15.htm
XML - IDEA: XBRL DOCUMENT - LOUISIANA FOOD CoR12.htm
XML - IDEA: XBRL DOCUMENT - LOUISIANA FOOD CoR11.htm
XML - IDEA: XBRL DOCUMENT - LOUISIANA FOOD CoR14.htm
XML - IDEA: XBRL DOCUMENT - LOUISIANA FOOD CoR13.htm
XML - IDEA: XBRL DOCUMENT - LOUISIANA FOOD CoR10.htm
EX-31 - LOUISIANA FOOD Colusi10q0416exhib312.htm
EX-10 - LOUISIANA FOOD Colusi10q0416exhib102.htm
EX-10 - LOUISIANA FOOD Colusi10q0416exhib101.htm
EX-31 - LOUISIANA FOOD Colusi10q0416exhib311.htm
EX-32 - LOUISIANA FOOD Colusi10q0416exhib321.htm
EX-32 - LOUISIANA FOOD Colusi10q0416exhib322.htm

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

Form 10-Q/A
(Mark one)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2011
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File No. 333-169924
 
  Louisiana Food Company  
  (Exact name of registrant as specified in its charter)  
 
  NEVADA   27-3257760  
 

(State or Other Jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 
 
  17485 Opportunity Drive, Suite E, Baton Rouge, Louisiana 70817  
  (Address of principal executive offices, including zip code)  
  (877) 732-2143  
  (Issuer’s telephone number, including area code)  
 
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 [ ] No [ X ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ]   Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)   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 ]

As of April 9, 2012, there were 29,530,000 shares of the issuer’s common stock outstanding.
 
 

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements
INDEX TO FINANCIAL STATEMENTS
  Page
Louisiana Food Company
Balance Sheets as of December 31, 2011 (unaudited), and September 30, 2011 3

Statements of Operations For the Three Months Ended December 31, 2011 and 2010, and the Period

from Inception (August 17, 2010) to December 31, 2011

4

Statements of Cash Flows For the Three Months Ended December 31, 2011 and 2010, and the Period

from Inception (August 17, 2010) to December 31, 2011

5
Notes to Financial Statements 6

 

 
 

 

LOUISIANA FOOD COMPANY

(A Development Stage Company)

 
  BALANCE SHEETS  
  December 31, 2011, and September 30, 2011  
   

12/31/11

(unaudited)

 

 

9/30/11

ASSETS
Current assets
  Cash and cash equivalents $200   $500
  Inventory 3,389   3,389
  Deposits 603   603
  Total current assets 4,192   4,492
Equipment, net of accumulated depreciation of $880 and $715 1,913   2,078
Intangible assets 10,483   10,483
  Total assets $16,588   $17,053
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
  Bank overdraft $3,713   $820
  Accounts payable and accrued expenses 6,830   17,551
  Accrued rent 850   2,650
  Accrued interest 2,246   445
  Notes payable - shareholders 14,000   14,000
  Loan payable - director 300   300
  Convertible debt, net 29,659   ---
  Total current liabilities 57,598   35,766
Commitments and contingencies  
Stockholders’ deficit
  Preferred stock, $.001 par value: 5,000,000 shares authorized; zero shares issued and outstanding as of December 31, 2011, and September 30, 2011 $ ---   $ ---
  Common stock, $.001 par value: 500,000,000 shares authorized; 29,530,000 and 28,820,000 shares issued and outstanding as of December 31, 2011, and September 30, 2011, respectively 29,530   28,280
  Additional paid-in capital 178,160   93,046
  Deficit accumulated during development stage (248,700)   (140,039)
  Total stockholders’ deficit (41,010)   (18,713)
  Total liabilities and stockholders’ deficit $16,588   $17,053
The accompanying notes are an integral part of these statements.
                     

 

 
 

 

LOUISIANA FOOD COMPANY

(A Development Stage Company)

 
  STATEMENTS OF OPERATIONS  
 

For the Three Months Ended December 31, 2011 and 2010, and the Period from

Inception (August 17, 2010) to December 31, 2011

 
     

 

Three Months Ended 12/31/11

(unaudited)

 

 

Three Months Ended 12/31/10

(unaudited)

      Period from Inception (8/17/10) to 12/31/11 (unaudited)
Revenues     $ ---   $668       $9,142
Cost of sales     ---   (234)       (3,532)
Gross profit     ---   434       5,610
Expenses:                  
  Compensation     ---   ---       14,380
  Consulting     24,855   12,520       46,575
  Legal and professional     4,411   3,500       33,999
  Depreciation and amortization     165   167       880
  Corporate expenses     44,080   3,344       80,346
  Rent     2,550   1,725       7,789
  General and administrative     13,793   19,527       50,525
  Total operating expenses     89,854   40,783       234,494
Other expenses                  
  Other expense     983   ---       1,547
  Interest expense     17,824   ---       18,269
  Total other expenses     18,807   ---       19,816
Loss before income taxes     (108,661)   (40,349)       (248,700)
Provision for income taxes     ---   ---       ---
Net loss     $(108,661)   $(40,349)       $(248,700)
Loss per share:                  
Basic and diluted     $(0.00)   $(0.00)        
Weighted average number of shares outstanding:                  
Basic and diluted     29,190,326   26,162,667        
The accompanying notes are an integral part of these statements.
                                         

 

 
 

 

LOUISIANA FOOD COMPANY

(A Development Stage Company)

 
  STATEMENTS OF CASH FLOWS  
 

For the Three Months Ended December 31, 2011 and 2010, and the Period from

Inception (August 17, 2010) to December 31, 2011

 
 

 

 

Three Months Ended 12/31/11

(unaudited)

 

 

 

Three Months Ended 12/31/10

(unaudited)

  Period from Inception (8/17/10) to 12/31/11 (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss $(108,661)   $(40,349)   $(248,700)
  Adjustments to reconcile net loss to cash used for operating activities:          
  Depreciation and amortization 165   167   880
  Bad debt expense ---   ---   8,280
  Non-cash operating expenses 41,023   ---   66,799
  (Increase) in accounts receivable ---   (543)   (8,280)
  (Increase) in deposits ---   ---   (603)
  (Increase) decrease in inventory ---   ---   (872)
  Increase (decrease) in accounts payable and accrued expenses (10,720)   ---   9,926
Net cash used for operating activities (78,193)   (40,725)   (172,570)
CASH FLOWS FROM INVESTING ACTIVITIES          
  Purchase of equipment ---   ---   (2,793)
Net cash used in investing activities ---   ---   (2,793)
CASH FLOWS FROM FINANCING ACTIVITIES          
  Overdrafts 2,893   ---   3,713
  Proceeds from sale of common stock for cash ---   15,600   82,550
  Subscription receivable ---   15,000   ---
  Proceeds from notes payable - shareholders ---   ---   14,000
  Proceeds from advance - director ---   ---   300
  Proceeds from convertible notes payable 75,000   ---   75,000
Net cash provided by financing activities 77,893   30,600   175,563
NET CHANGE IN CASH (300)   (10,125)   200
Cash, beginning of period 500   22,353   ---
Cash, end of period $200   $12,228   $200
The accompanying notes are an integral part of these statements.
                     

 

 
 

 

LOUISIANA FOOD COMPANY

(A Development Stage Company)

 
  STATEMENTS OF CASH FLOWS  
 

For the Three Months Ended December 31, 2011 and 2010, and the Period from

Inception (August 17, 2010) to December 31, 2011 (cont.)

 
 

 

 

Three Months Ended 12/31/11

(unaudited)

 

 

 

Three Months Ended 12/31/10

(unaudited)

  Period from Inception (8/17/10) to 12/31/11 (unaudited)
Supplemental disclosure:          
  Interest paid $---   $---   $---
  Income taxes paid $---   $---   $---
  Stock issued for services $25,000   $---   $45,000
  Stock issued for inventory and intangible asset $---   $---   $13,000
  Stock issued for bonus $---   $---   $2,500
  Warrants issued for services $---   $---   $3,276
  Beneficial conversion feature of convertible notes payable $61,364   $---   $61,364
The accompanying notes are an integral part of these statements.
                       

 

 
 

 

LOUISIANA FOOD COMPANY

(A Development Stage Company)

 
  NOTES TO FINANCIAL STATEMENTS  
 

December 31, 2011

(unaudited)

 
NOTE 1.  THE COMPANY
Louisiana Food Company (the “Company”) was incorporated in the State of Nevada on August 17, 2010 (“Inception”).  The Company’s focus is on the development and commercial exploitation of food-related business opportunities in the State of Louisiana.  To date, the Company has developed a line of specialty packaged dry products, a line of specialty pasta sauces and a line of specialty coffee products, and sells these specialty food product lines to distributors, retailers and over the Internet.  Because each of the Company’s products is produced locally in Louisiana, the Louisiana Department of Agriculture and Forestry has granted the Company a license to affix the Department’s “Certified” logos on the Company’s products.
In January 2012, one of the Company’s directors contributed assets useful in the operation of an online poker website.  See Note 10. Subsequent Events.
Liquidity and Management Plans
At December 31, 2011, the Company had cash and cash equivalents of $200, a working capital deficit of $53,406 and an accumulated deficit during the development stage of $248,700.  The Company lacks sufficient cash with which to operate and will be unable to engage in meaningful operations unless and until it obtains additional cash.  Management has minimized its monthly expenses and suspended discretionary expenditures.  The Company is seeking additional debt and/or equity funds to support operations from private parties.  Management is unable to predict whether the Company will obtain to meet even its basic future working capital needs.
Going Concern
The Company has incurred losses totaling $248,700 from its Inception through December 31, 2011, and had a working capital deficit at December 31, 2011.  Because of these conditions, the Company will require additional working capital to continue operations and develop its business. The Company intends to raise additional working capital through private debt and/or equity funding transactions
There are no assurances that the Company will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing to support the Company’s working capital requirements. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.  If adequate working capital is not available, the Company may not continue its operations or execute its business plan.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The 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 be necessary should the Company be unable to continue as a going concern.
NOTE 2.  BASIS OF PRESENTATION
Basis of Presentation
The accompanying unaudited interim financial statements of the Company have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America, pursuant to the Securities and Exchange Commission rules and regulations. In management’s opinion all adjustments necessary for a fair presentation of the results for interim periods have been reflected in the interim financial statements. The results of operations for any interim period are not necessarily indicative of the results for a full year. All adjustments to the financial statements are of a normal recurring nature.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Such disclosures are those that would substantially duplicate information contained in the most recent audited financial statements of the Company, such as significant accounting policies and stock options. Management presumes that users of the interim statements have read or have access to the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2011.
             

 

 
 


Revenue Recognition
The Company derives its revenue from sales of its food and coffee products.  The Company recognizes revenue in accordance with ASC 605, Revenue Recognition.  Under the authoritative guidance, revenue is recognized when there is persuasive evidence of an arrangement, delivery has occurred and services have been rendered, the sales price is determinable and collectability is reasonable assured.  Sales are recorded net of discounts, rebates and returns.
Accounts Receivable
Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts.  The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions.  Outstanding account balances are reviewed individually for collectability.  Bad debt expense is included in general and administrative expenses.
The Company does not have any off-balance-sheet credit exposure to its customers.
NOTE 3.  RELATED-PARTY TRANSACTIONS
During Fiscal 2011, one of the Company’s directors advanced the Company $300 on account.  This amount is reflected on the accompanying balance sheet.  Also during Fiscal 2011, two shareholders loaned the Company a total net amount of $14,000, through the issuance of promissory notes now due and payable, bearing interest at 8% per annum until paid.  These $14,000 in loans payable to shareholders is reflected on the accompanying balance sheet.
The Company was formed pursuant to a pre-incorporation agreement.  The Company’s President was a party to this agreement and was, upon formation of the Company and in accordance with the pre-incorporation agreement, issued 13,000,000 shares of Company common stock and 2,000,000 warrants to purchase a like number of shares at an exercise price of $.10 per share.  The Company received items of personal and intellectual property in exchange for its shares of common stock.  The Company’s Board of Directors determined that the aggregate value of the items of property was $13,000, of which $2,517 has been recorded as inventory and $10,483 has been recorded as an intangible asset.  The value of the warrants of $1,638 has been included in compensation expense, during the period from Inception to December 31, 2010.
The Company’s legal counsel was also a party to the pre-incorporation agreement and is considered a promoter of the Company.  Upon formation of the Company and in accordance with the pre-incorporation agreement, the Company’s legal counsel was issued 5,000,000 shares of Company common stock and 2,000,000 warrants to purchase a like number of shares at an exercise price of $.10 per share, in payment of $10,000 in legal services.  The value of the warrants of $1,638 has been included in professional fees, during the period from Inception to December 31, 2010.
NOTE 4.  DEPOSITS
At December 31, 2011, and September 30, 2011, deposits, comprised entirely of a utility security deposit, were $603.
NOTE 5.  INTANGIBLE ASSETS
The Company’s intangible assets include trademarks, brand names and recipes of its food and coffee products acquired in exchange for the issuance of common stock.  The Company’s intangible assets are not amortized because they have indefinite lives.
NOTE 6.  CAPITAL STOCK
Amendment of Articles of Incorporation
Effective November 17, 2011, the Company filed an amendment to its articles of incorporation.  Pursuant to this amendment, the Company increased the authorized number of shares of its common stock from 50,000,000 to 500,000,000.
Common Stock Issued for Property
During the three months ended December 31, 2011, the Company did not issue shares of its common stock for property.  During the period from Inception through September 30, 2010, the Company issued 13,000,000 shares of its common stock for items of personal and intangible property.  Specifically, the Company received goods and recipes useful in its specialty food business.  The Company’s Board of Directors determined that the aggregate value of the items of property was $13,000, of which $2,517 was determined to be inventory and $10,483 was determined to be recipes and brand names.
Common Stock Issued for Services
During the three months ended December 31, 2011, the Company issued a total of 1,250,000 shares of its common stock to third-party consultants for services.  These shares were valued at $25,000, in the aggregate.
During the three months ended December 31, 2010, the Company did not issue shares of its common stock for services.  During the period from Inception through September 30, 2010, the Company issued a total of 7,000,000 shares of its common stock for services to third-party consultants for services, resulting in $20,000 in non-cash compensation expense included in professional and legal expenses and consulting fees in the accompanying statement of operations.  The value of the transactions was determined based on value of shares of common stock issued as determined by the board of directors.  As there are no performance commitments or penalties for non-performance, the Company recorded the expense at the date of issuance.
Common Stock Issued for Cash
During the three months ended December 31, 2011, the Company did not issue shares of its common stock for cash.
In October 2010, the Company completed a private offering of its common stock.  In this private offering, the Company sold 180,000 shares of its common stock for cash in the aggregate amount of $3,600, or $.02 per share.
In December 2010, the Company issued 1,200,000 shares of its common stock for cash in the total amount of $12,000.
During the period from Inception through September 30, 2010, the Company issued a total of 5,200,000 shares of its common stock for cash in the total amount of $52,000.
NOTE 7.  WARRANTS TO PURCHASE COMMON STOCK
Outstanding Stock Warrants
During the three months ended December 31, 2011, the Company did not issue warrants to purchase shares of its common stock.
In July 2011, the Company issued 120,000 stock warrants to a purchaser of common stock.  The warrants allow the warrant holder to purchase 120,000 shares of common stock at a price of $0.10 per share.  The two-year warrants expire in July 2013.
In December 2010, the Company issued 240,000 stock warrants to a purchaser of common stock.  The warrants allow the warrant holder to purchase 240,000 shares of common stock at a price of $0.10 per share.  The two-year warrants expire in December 2012.
In August and September 2010, the Company issued warrants to two related-parties.  The Company’s President was issued 2,000,000 warrants for services rendered in establishing the Company.  The Company’s legal counsel was issued 2,000,000 warrants for professional services rendered for organizing the Company.  Additionally, 1,100,000 warrants were issued to purchasers of common shares during the period from Inception (August 17, 2010) through September 30, 2010.  The warrants allow the warrant holders to purchase, in aggregate, 5,100,000 shares of common stock at a price of $0.10 per share.  The two-year warrants expire during August 2012 and September 2012.  All warrants are fully vested and exercisable at December 31, 2010.
A summary of the status and changes of the warrants issued during the period from September 30, 2011, through December 31, 2011, is as follows:
         

 

Shares

 

Weighted Average

Exercise Price

      Outstanding at beginning of period   5,460,000   $0.10
      Issued   -0-   -0-
      Exercised   -0-   -0-
      Forfeited   -0-   -0-
      Expired   -0-   -0-
      Outstanding at end of period   5,460,000   $0.10
      Exercisable at end of period   5,460,000   $0.10
                   

 

 
 


A summary of the status of the warrants outstanding at December 31, 2011, is presented below:
  Warrants Outstanding   Warrants Exercisable

 

 

Exercise Price

 

 

 

Number Outstanding

 

 

 

Weighted Average

Remaining Contractual Life

  Weighted Average Exercise Price  

 

 

Number Exercisable

  Weighted Average Exercise Price
$0.10   5,460,000   .75 years   $0.10   5,460,000   $0.10
At December 31, 2011, vested warrants of 5,340,000 had an aggregate intrinsic value of $-0-.
The fair value of each of the Company’s stock warrants is estimated on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted in the table below.  Expected volatility is based on an average of historical volatility of the Company’s common stock.  The risk-free interest rate for periods within the contractual life of the stock warrant award is based on the yield curve of a zero-coupon U.S. Treasury bond on the date the award is granted with a maturity equal to the expected term of the award.  The Company uses historical data to estimate forfeitures within its valuation model.
The significant weighted average assumptions relating to the valuation of the Company’s options for the period ended December 31, 2011, were as follows:
  Grant price $0.01  
  Strike price $0.10  
  Dividend yield 0%  
  Expected life 2 years  
  Expected volatility 100%  
  Risk-free interest rate (2 YR U.S. Treasury) 0.37% to 0.58%  
NOTE 8.  CONVERTIBLE NOTES PAYABLE
In October 2011, the Company borrowed $42,500 from a third party, through the issuance of a convertible promissory note, payable in June 2012, bearing interest at 8% per annum, and convertible into a number of shares based on the market price of the Company’s common stock.  On the date of issuance, this promissory note was convertible into an aggregate of approximately 10,000,000 shares of Company common stock.
In November 2011, the Company borrowed $32,500 from a third party, through the issuance of a convertible promissory note, payable in August 2012, bearing interest at 8% per annum, and convertible into a number of shares based on the market price of the Company’s common stock.  On the date of issuance, this promissory note was convertible into an aggregate of approximately 2,200,000 shares of Company common stock.
The Company recorded the convertible notes payable and accrued interest net of discount for the value of the beneficial conversion feature totaling $61,364. This discount related to the beneficial conversion feature is amortized as additional interest expense in the accompanying statements of operations and the amortization totaled $16,023 for the three months ended December 31, 2011. The outstanding balance on the convertible notes payable was $75,000, less a discount of $45,341 at December 31, 2011.
NOTE 9.  COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company’s corporate office is located in Baton Rouge, Louisiana, under a lease that expires January 2013, and requires monthly rental payments of $850 per month.  The Company had rental expense under operating leases of $2,550 during the three months ended December 31, 2011.
NOTE 10.  SUBSEQUENT EVENT
Contribution of Assets; New Business Segment
In December 2011, the U.S. Department of Justice (“Justice”) issued an opinion that sparked renewed hope for, and interest in, the development of online, intrastate poker in the United States.  In fact, prior to Justice’s opinion, the State of Nevada had passed legislation that would allow for companies to offer online poker and the new ruling may allow that state to proceed with an intrastate online poker offering for its citizens.  Also, earlier in 2011, the Nevada Gaming Control Board announced that certain companies had applied for licenses, but that the Board was holding off until the federal government announced a stance.  With the change in Justice’s opinion, that Nevada regulatory body may be able to move forward with offering online intrastate poker to Nevada residents.
In response to this circumstance, in January 2012, one of the Company’s directors assigned to the Company, as a contribution to capital, certain assets useful in the operation of an online poker website; the Company’s board of directors accepted such assigned assets, which were not assigned any value for financial reporting purposes.
Included in the contributed assets is the website known as TouchPoker.com and the software required to run the online poker operations.  Until such time as the Company obtains the necessary licensing, the TouchPoker.com website will feature free Texas Hold ‘em virtual tables and, currently, is a for-entertainment-only site, legal for all users, including those in the United States.
It is the Company’s intention to seek a license for intrastate online poker in one or more jurisdictions.
Loan from Third Party
In February 2012, the Company borrowed $14,690 from a third party, through the issuance of a convertible promissory note, payable in June 2012, bearing interest at 8% per annum, and convertible into a number of shares based on the market price of the Company’s common stock.  On the date of issuance, this promissory note was convertible into an aggregate of approximately 3,000,000 shares of Company common stock.  The proceeds of this loan will be used to pay current and future professional fees.
                                     

 

 
 

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

 

Critical Accounting Policies

 

While we believe that the factors considered provide a meaningful basis for the accounting policies applied in the preparation of the condensed consolidated financial statements, we cannot guarantee that our estimates and assumptions will be accurate. If such estimates and assumptions prove to be inaccurate, we may be required to make adjustments to these estimates in future periods.

 

Litigation and Tax Assessments. Should we become involved in lawsuits, we intend to assess the likelihood of any adverse judgments or outcomes of any of these matters as well as the potential range of probable losses. A determination of the amount of accrual required, if any, for these contingencies will be made after careful analysis of each matter. The required accrual may change from time to time, due to new developments in any matter or changes in approach (such as a change in settlement strategy) in dealing with these matters.

 

Additionally, in the future, we may become engaged in various tax audits by federal and state governmental authorities incidental to our business activities. We anticipate that we will record reserves for any estimated probable losses for any such proceeding.

 

Stock-Based Compensation. We account for stock-based compensation based on the provisions of Accounting Standard Codification (“ASC”) 718 Share Based Payments. ASC 718 requires companies to apply a fair-value-based measurement method in accounting for share-based payment transactions with employees and to record compensation cost for all stock awards granted after the required effective date and for awards modified, repurchased or cancelled after that date. The scope of ASC 718 encompasses a wide range of share-based compensation arrangements, including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans.

 

Recent Accounting Pronouncements. There were no recent accounting pronouncements that our company has not implemented that materially affect our financial statements.

 

Cautionary Statement

 

The following discussion and analysis should be read in conjunction with the balance sheet as of December 31, 2011, and the financial statements for the three months ended December 31, 2011, included elsewhere herein. The results shown herein are not necessarily indicative of the results to be expected for any future periods.

 

This discussion contains forward-looking statements. These forward-looking statements are based on our management’s current expectations with respect to future events, financial performance and operating results, which statements are subject to risks and uncertainties, including, but not limited to, those discussed below and elsewhere herein. The risks and uncertainties discussed herein could cause our actual results to differ from the results contemplated by these forward-looking statements.

 

General

 

We are a development-stage company incorporated in the State of Nevada on August 17, 2010. We are in the business of developing and exploiting food-related business opportunities in the State of Louisiana. To date, we have developed a line of specialty packaged dry food products, a line of specialty sauces and a line of specialty coffee products. We will sell these specialty food product lines to distributors, directly to retailers and directly to consumers over the Internet.

 

In January 2012, one of our directors assigned to our company, as a contribution to capital, certain assets useful in the operation of an online poker website, as a means of enhancing shareholder value. See “Recent Event” below.

 

 
 

Overview

 

While we are a business in the early-stage of development, we have begun to derive revenues from our operations, through sales to retail grocery stores and through our online store. Our current focus is on (1) sales to established food distributors, (2) direct sales to retail grocery stores, (3) developing our Charter Independent Distributor Program and (4) sales through our web site, www.louisianafoodcompany.com.

 

In order to accelerate the growth of our business, we will need to obtain additional capital. We intend to apply additional capital, as and if obtained, to the pursuit of national retail accounts, the expansion of our Charter Independent Distributor Program, the and to the expansion of sales through our web site, primarily through Internet advertising strategies.

 

Our management believes there to be a multitude of small, locally-owned food businesses throughout Louisiana, the products of which are worthy of national distribution. Our management further believes that we have the opportunity to bring to these locally produced and sold Louisiana-centric specialty food products to the national market, by way of distribution agreements, private label arrangements or acquisition.

 

As part of our business strategy, after we have better established the sales and distribution channels of our current lines of specialty food products, we intend to consider acquisitions of existing food-related businesses, as such acquisition opportunities become available to us. There is no current arrangement or understanding between our company and any other company or person with regard to a merger or acquisition transaction.

 

Recent Event

 

In December 2011, the U.S. Department of Justice (“Justice”) issued an opinion that sparked renewed hope for, and interest in, the development of online, intrastate poker in the United States. In fact, prior to Justice’s opinion, the State of Nevada had passed legislation that would allow for companies to offer online poker and the new ruling may allow that state to proceed with an intrastate online poker offering for its citizens. Also, earlier in 2011, the Nevada Gaming Control Board announced that some companies had applied for licenses, but that the Board was holding off until the federal government announced a stance. With the change in Justice’s opinion, that Nevada regulatory body may be able to move forward with offering online intrastate poker to Nevada residents.

 

In response to this circumstance, in January 2012, one of our directors assigned to our company, as a contribution to capital, certain assets useful in the operation of an online poker website; our board of directors accepted such assigned assets, which were not assigned any value for financial reporting purposes.

 

Included in the contributed assets is the website known as TouchPoker.com and the software required to run the online poker operations. Until such time as we obtain the necessary licensing, the TouchPoker.com website will feature free Texas Hold ’em virtual tables and, currently, is a for-entertainment-only site, legal for all users, including those in the United States.

 

As a Nevada corporation, it is our intention to seek a license for intrastate online poker in one or more jurisdictions. However, we can make no assurances that we will be successful in our efforts in this regard.

 

Our director initiated this action as a way of enhancing shareholder value, while we continue our efforts in developing our specialty food business.

 

Beginning with the three months ended March 31, 2012, our disclosure will reflect the addition of this new online gaming business segment.

 

Principal Factors Affecting Our Financial Performance

 

Our operating results are primarily affected by the following factors:

 

• our level of available capital, which has been significantly impaired during the past several months;

• our ability to maintain, on commercially reasonable terms, the supply of our packaged dry products and our coffee products;

• our ability to expand the channels of distribution for our specialty food products;

• our ability to attract new and repeat customers to our online store; and

• our ability to contain our costs of goods sold and maintain our law overheard.

 

Based on our current business plan, we expect to incur operating losses for at least the first three quarters of Fiscal 2012. However, because our specialty food products are new, we cannot predict the levels of our future sales.

 

To date, we have sold our specialty food products to only a small number of customers. We do not have a formal relationship with any of our customers and they may, in their sole discretion and without penalty, cease purchasing our specialty food products. Our only other channel of distribution is through our website, which has generated only a small level of sales revenues.

 

We have a single source for our packaged dry products and a single source for our coffee products. Each of these suppliers is located within 60 miles of our production, packaging and distribution location in Baton Rouge, Louisiana. We have not entered into any formal supply agreements with these suppliers. We are required to pay in full for inventory purchased from these suppliers, upon our receipt of their shipments. If the prices charged by these suppliers increase and we are not able to pass on the increased prices to our customers, then our margins would be reduced, which would, in turn, adversely affect our future profitability.

 
 

Results of Operations

 

Three Months Ended December 31, 2011 (“Current Period”) versus Three Months Ended December 31, 2010 (“Prior Period”). Due to our lack of capital, during the Current Period, we generated no revenues from sales of our specialty food products; no revenues were generated during the Prior Period. We expect that our revenues will increase during the remainder of Fiscal 2012, assuming we obtain a small level of additional capital. However, due to our current lack of available capital with which to market our products, we cannot predict the exact levels of sales of specialty food products.

 

For the Current Period, we incurred a net loss of $108,661 compared to a net loss of $40,349 for the Prior Period. Our operations for the Current Period were negatively impacted by a lack of capital with which to market our specialty food products. Our operations for the Prior Period reflect the fact that we were in the process of preparing to begin the marketing of our specialty food products.

 

During the Current Period we issued a total of 1,250,000 shares of our common stock to third-party consultants. These shares were valued at $25,000 in the aggregate. We did not issue shares of our common stock in payment of services during the Prior Period. It is possible that, if we lack the cash needed to obtain necessary services in the future, we would issue additional shares of common stock in payment thereof. By issuing common stock in payment of these necessary services, we would be able to better preserve our then-available cash.

 

Plan of Operations

 

Our Plan of Operations for our specialty food products, which is detailed in the following paragraphs, generally involves the development of distribution channels for our specialty food products, as well as our locating food-related business opportunities in the State of Louisiana.

 

We have developed the following specialty food products:

 

Packaged Dry Products: Our Jammin’ Jambalaya, Acadiana Dirty Rice, Bayou Moon Jamasta, Breaux Bridge Etouffee, Fais do-do Gumbo and Bon Temps Lou’siana Fry are currently available to purchasers. We expect that our Red Stick Red Beans, Elysian Fields Black-Eyed Peas and Pirogue Rice will be available during the second quarter of 2012.

 

Sauce Products: We expect that our The Quarter’s Pasta Sauce and The Quarter’s Creole Sauce will be available to purchasers during the second quarter of 2012.

 

Coffee Products: Our Voodoo Roast Dark, Voodoo Roast Medium, Voodoo Roast Dark (Decaf) and Voodoo Roast Chicory Blend products are currently available to purchasers.

 

A portion of funds that we obtain in the future will be applied to the expansion of our distribution channels. Specifically, we intend to expend funds in advertising for participants in our Charter Independent Distributor Program. Our advertising will be done in local newspapers around the United States and over the Internet via one or more of the existing Internet advertising systems, such as Google AdSense®. Additionally, we intend to use Internet advertising to entice retail consumers to purchase our specialty food products directly from our online store that is a part of our web site, www.louisianafoodcompany.com.

 

As we increase our sales, we will apply available funds to the expansion of our food manufacturing capabilities. We intend to produce our wet products at a certified commercial kitchen facility housed within our corporate headquarters premises and we expect that this kitchen will be adequate for at least the next year.

 

Our management believes there to be a multitude of small, locally-owned food businesses throughout Louisiana, the products of which are worthy of national distribution. Our management further believes that we have the opportunity to bring to these locally produced and sold Louisiana-centric specialty food products to the national market, by way of distribution agreements, private label arrangements or acquisition.

 

With respect to our recently formed online gaming business, we do not expect to, nor do we believe it necessary to, devote significant funds to its development, during the time we are pursuing a license. There can be no prediction made with respect to whether or when we will be able to obtain the licensing needed to operate an intrastate online poker website.

 

While our level of future funding will determine the potential rate of growth for our business, our Plan of Operations will be the same. Without additional funding, we will expand our operations only to the extent that our operations generate adequate funds. There is, of course, no assurance that our operations will be successful, in this regard. With additional funding, we believe that we will be able to increase sales of our products through our aggressive advertising strategy. As with any start-up company that offers unproven products, there is no assurance that our company will be successful with any level of additional funding.

Liquidity

 

As at December 31, 2011.

 

Working Capital. At December 31, 2011, we had a working capital deficit of $53,406 and a cash balance of $200. Since our inception, we have raised a total of $82,550 from private sales of our common stock and obtained a total of $89,300 in loans from shareholders and third parties. Our cash position will not improve unless and until we obtain additional capital, of which there is no assurance. Currently, we are seeking additional funding from private sources.

 

Cash Flows. For the three months ended December 31, 2011, we used $78,193 in our operating activities. Our investing activities used $-0- in cash. Our financing activities provided $77,893 in cash, which we received from loans from shareholders and third parties.

 

Contractual Obligations

 

To date, we have not entered into any significant long-term obligations that require us to make monthly cash payments, except the lease agreement for our corporate headquarters and commercial kitchen facility, which expires in January 2013. Our monthly obligation under this lease is $850.

 

Critical Accounting Policies

 

Our critical accounting policies, including the assumptions and judgments underlying them, are disclosed in the notes to our financial statements included herein. We have consistently applied these policies in all material respects. We do not believe that our operations to date have involved uncertainty of accounting treatment, subjective judgment or estimates, to any significant degree.

 

Uncertainties and Trends

 

Our operations and revenues are dependent, now and in the future, upon the following factors:

 

• whether we successfully commercialize our new specialty food products;

• whether we compete effectively in the severely competitive food industry;

whether the continuing economic recession in the United States will adversely affect our ability to attract customers to our specialty food products; and
our ability to obtain a gaming license for our online poker business segment.

 

There is no assurance that our company will be able to accomplish our objectives. Our failure to do so would likely cause purchasers of our common stock to lose their entire investments in our company.

 

Inflation

 

Inflation can be expected to have an impact on our operating costs. A prolonged period of inflation could cause interest rates, wages and other costs to increase which would adversely affect our results of operations. In the current economic and political climate, no predictions can be made with respect to the future effects of inflation on or business.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that would have any current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Capital Expenditures

 

During the three months ended December 31, 2011, we made minimal capital expenditures. Should we obtain at least $50,000 in additional funding, we expect to purchase selected items of equipment for use in the production of our specialty food products, including product packaging equipment. However, we cannot predict the exact amount of these potential capital expenditures.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 
 

Item 4T. Controls and Procedures.

 

Our Chief Executive Officer and our Acting Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, have concluded that, as of the end of the fiscal quarter covered by this report on Form 10-Q, our disclosure controls and procedures were not effective to provide reasonable assurances that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and such information is accumulated and communicated to management, including the Chief Executive Officer and the Acting Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosures.

 

There was no change in our internal control over financial reporting during the quarter ended December 31, 2011, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

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

 

During the three months ended December 31, 2011, we did not issue unregistered securities that have not been reported previously.

 

Subsequent to December 31, 2011, we issued unregistered securities, as follows:

 

1. (a) Securities Sold. In February 2012, we issued a $14,690 principal amount convertible promissory note, bearing interest at 8% per annum and payable on demand; (b) Underwriter or Other Purchasers. Such convertible promissory note was issued to Asher Enterprises, Inc.; (c) Consideration. Such convertible promissory note was issued pursuant to a securities purchase agreement; (d) Exemption from Registration Claimed. The convertible promissory note is exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering; and (e) Terms of Conversion or Exercise. The convertible promissory note may be converted into shares of common stock at a variable rate based on then-current market prices.

 

Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

On November 16, 2011, holders of a majority of our outstanding shares took action by written consent in lieu of a meeting, whereby such persons approved an increase in the authorized number of shares of our common stock from 50,000,000 to 500,000,000.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

  Exhibit No.   Description
  10.1 *   Securities Purchase Agreement between Registrant and Asher Enterprises, Inc.
  10.2 *   Convertible Promissory Note, $14,690 face amount.
  31.1 *   Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

  Exhibit No.   Description
  31.2 *   Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1 *   Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

  32.2 *   Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  * filed herewith.
 
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
Date: April 16, 2012. LOUISIANA FOOD COMPANY
 
  By: /s/ WADDELL D. LOFLIN  
  Waddell D. Loflin, Vice President and Acting Chief Financial Officer  
 
  By: /s/ DAVID LOFLIN  
  David Loflin, President