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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
FORM 10-Q

[ X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED:  March 31, 2012
 
OR
[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER:  333-126514

BAROSSA COFFEE COMPANY, INC.
(Exact name of registrant as specified in its charter)
   
NEVADA
20-2641871
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
650 N. Saddlehill Rd., Salt Lake City, Utah 84103
(Address of principal executive offices)
 
(801) 364-9264
(Registrant's telephone number, including area code)
 
______________________________________________
(Former name or former address, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes  X    No __

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes   X     No ___
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

     Large accelerated filer
Accelerated filer
     Non-accelerated filer 
Smaller reporting company  X
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes   X     No ___
 
Number of shares outstanding of the Issuer's common stock as of March 31, 2012: 4,734,100

 
 

 

FORWARD-LOOKING STATEMENT NOTICE

When used in this report, the words "may," "will," "expect," "anticipate,""continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect the Company's future plan of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or results of operations. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date the statement was made.

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements
 

BAROSSA COFFEE COMPANY, INC.
     
[A Development Stage Company]
     
       
CONTENTS
     
   
PAGE
 
       
 —Condensed Balance Sheets, March 31, 2012 (Unaudited) and June 30, 2011
    1  
         
—Unaudited Condensed Statements of Operations, or the three and nine months ended March 31, 2012 and 2011 and from inception on March 24, 2005  through March 31, 2012
    2  
         
—Unaudited Condensed Statements of Cash Flows, for the nine months ended March 31, 2012 and 2011 and from inception on March 24, 2005 through March 31, 2012
    3  
         
—Notes to Unaudited Condensed Financial Statements
    5-6  
 

 
1

 

BAROSSA COFFEE COMPANY, INC.
           
[A Development Stage Company]
           
             
CONDENSED BALANCE SHEETS
           
             
   
March 31, 
2012
   
June 30, 
2011
 
   
(Unaudited)
       
ASSETS
           
             
Current Assets
           
Cash
  $ 5,807     $ 3,514  
Total Current Assets
    5,807       3,514  
Total Assets
  $ 5,807     $ 3,514  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
         
                 
Current Liabilities
               
Accounts Payable
  $ 2,725     $ 525  
Total Current Liabilities
    2,725       525  
                 
                 
Stockholders' Equity (Deficit)
               
Preferred stock, $.001 par value, 1,000,000 shares authorized, no shares issued and outstanding
    -       -  
Common stock, $.001 par value, 50,000,000 shares authorized, 4,734,100 shares issued and outstanding
    4,734       4,734  
Capital in excess of par value
    161,599       146,599  
(Deficit) accumulated during the development stage
    (163,251 )     (148,344 )
Total Stockholders' Equity (Deficit)
    3,082       2,989  
Total Liabilities and Stockholders' Equity (Deficit)
  $ 5,807     $ 3,514  
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 

 
2

 

BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
                               
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                               
   
For the Three Months
 Ended March 31,
   
For the Nine Months
 Ended March 31,
   
From Inception
on March 24,
2005 Through
March 31, 
 
   
2012
   
2011
   
2012
   
2011
     2012  
REVENUE:
  $ -     $ -     $ -     $ -     $ -  
                                         
EXPENSES:
                                       
General and administrative
    3,860       2,000       14,907       9,267       106,205  
                                         
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSE)
    (3,860 )     (2,000 )     (14,907 )     (9,267 )     (106,205 )
                                         
OTHER INCOME (EXPENSE):
                                       
Interest expense
    -       (63 )     -       (191 )     (1,531 )
                                         
Total Other Income (Expense)
    -       (63 )     -       (191 )     (1,531 )
                                         
LOSS BEFORE INCOME TAXES
    (3,860 )     (2,063 )     (14,907 )     (9,458 )     (107,736 )
                                         
CURRENT TAX EXPENSE
    -       -       -       -       -  
                                         
DEFERRED TAX EXPENSE
    -       -       -       -       -  
                                         
LOSS FROM CONTINUING OPERATIONS
    (3,860 )     (2,063 )     (14,907 )     (9,458 )     (107,736 )
                                         
DISCONTINUED OPERATIONS:
                                       
Loss from operations of discontinued coffee sales business (net of $0 in income taxes)
    -       -       -       -       (11,087 )
                                         
Gain (loss) on disposal of discontinued operations (net of $0 in income taxes)
    -       -       -       -       -  
                                         
LOSS FROM DISCONTINUED OPERATIONS
    -       -       -       -       (11,087 )
                                         
NET LOSS
  $ (3,860 )   $ (2,063 )   $ (14,907 )   $ (9,458 )   $ (118,823 )
                                         
LOSS PER COMMON SHARE:
                                       
Continuing operations
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
Discontinued operations
    (0.00 )     (0.00 )     (0.00 )     (0.00 )        
Net Loss Per Common Share
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

 
 
3

 
 
BAROSSA COFFEE COMPANY, INC.
 
[A Development Stage Company]
 
                   
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
 
                   
   
For the Nine Months
 Ended March 31,
   
From Inception
on March 24,
2005 Through
 March 31,
 
   
2012
   
2011
     2012  
Cash Flows from Operating Activities:
                 
Net loss
  $ (14,907 )   $ (9,458 )   $ (118,823 )
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
                       
Depreciation
    -       -       8,558  
Changes in assets and liabilities:
                       
(Decrease)/increase in accounts payable
    2,200       (1,207 )     10,130  
(Increase) in deposits
    -       -       (865 )
Increase in accrued interest payable
    -       191       1,757  
(Decrease) in subsidiary cash upon disposal of subsidiary
    -       -       (1,281 )
                         
Net Cash Provided (Used) by Operating Activities
    (12,707 )     (10,474 )     (100,524 )
                         
Cash Flows from Investing Activities:
                       
Acquisition of property and equipment
    -       -       (69,561 )
Refund on property and equipment costs
    -       -       8,990  
                         
Net Cash Provided (Used) by Investing Activities
    -       -       (60,571 )
                         
Cash Flows from Financing Activities:
                       
Proceeds from common stock issuance & contributions to capital
    15,000       7,500       160,762  
Proceeds from notes payable
    2,033       -       14,783  
Payments on notes payable
    (2,033 )     -       (8,643 )
                         
Net Cash Provided (Used) by Financing Activities
    15,000       7,500       166,902  
                         
Net Increase (Decrease) in Cash
    2,293       (2,974 )     5,807  
                         
Cash at Beginning of the Year
    3,514       3,388       -  
                         
Cash at End of the Year
  $ 5,807     $ 414     $ 5,807  
                         
Supplemental Disclosures of Cash Flow Information:
                 
                         
Cash paid during the period for:
                       
Interest
  $ -     $ -     $ -  
Income Taxes
  $ -     $ -     $ -  
                         
Supplemental Schedule of Non-cash Investing and Financing Activities:
         
For the nine months ended March 31, 2012:
                       
 None
                       
                         
For the nine months ended March 31, 2011:
                       
Company issued a stock subscription agreement for $7,500 due and payable by May 1, 2011.
 
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

 
 
4

 
 
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]

NOTES TO UNAUDITED CONDENSED
FINANCIAL STATEMENTS
 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization – Barossa Coffee Company, Inc. (“Parent”) was organized under the laws of the State of Nevada on March 24, 2005.

Alchemy Coffee Company, Inc. (“Subsidiary”) was organized under the laws of the State of Utah on April 22, 2005 as a wholly-owned subsidiary of Parent.  In October 2006 the Parent and Subsidiary entered into an agreement to terminate their relationship.

Barossa Coffee Company, Inc. and Subsidiary (the “Company”) previously sold coffee beans and espresso related beverages.  The Company has not yet generated significant revenues from their planned principal operations and is considered a development stage company as defined in Accounting Standards Codification Topic 915.  The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.

Consolidation - The financial statements include the operations of Parent and its wholly-owned Subsidiary through September 30, 2006.  The operations of subsidiary were discontinued effective September 30, 2006.  All significant inter-company transactions have been eliminated in consolidation.

Condensed Financial Statements - The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2012  have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2011 audited financial statements.  The results of operations for the period ended March 31, 2012 are not necessarily indicative of the operating results for the full year.

NOTE 2 - RELATED PARTY TRANSACTIONS

Management Compensation – The Company has not paid any compensation to its officers and directors, as the services provided by them to date have only been nominal.

Loans Payable – On January 13, 2012, the Company paid off a loan payable to a shareholder in the amount of $2,033.


 
5

 

BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]

NOTES TO UNAUDITED CONDENSED
FINANCIAL STATEMENTS


NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company has incurred losses since inception and has not yet been successful at establishing profitable operations.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock.  There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 4 - LOSS PER SHARE

The following data show the amounts used in computing loss per share:

   
  For the Three Months Ended
 March 31,
   
For the Nine Months Ended
March 31,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Loss from continuing operations
  $ (3,860 )   $ (2,063 )   $ (14,907 )   $ (9,458 )
                                 
Loss from discontinued operations
    -       -       -       -  
Loss available to common shareholders (numerator)
  $ (3,860 )   $ (2,063 )   $ (14,907 )   $ (9,458 )
Weighted average number of common shares outstanding used in loss per share during the period (denominator)
    4,734,100       4,734,100       4,734,100       3,647,969  
 
Dilutive loss per share was not presented as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share.
 
NOTE 5 – CAPITAL STOCK

On November 1, 2010  the Company sold 2,400,000 shares of its restricted common stock at $.00625 per share of which $2,400 was credited to common stock and $12,600 was credited to capital in excess of par value.  The stock issuance was exempt from any state or federal securities registration requirements as an isolated nonpublic sale to accredited investors.  The sum of $7,500 was paid on November 1, 2010 by the purchasers with the remaining balance of $7,500 being paid on May 1, 2011.

On June 30, 2011 a shareholder of the Company contributed a loan receivable from the company with a balance due of $4,240 in principal and $1,531 in accrued interest for a total of $5,771 to capital in excess of par value of the Company.

On December 21, 2011 a shareholder of the Company contributed $5,625 to capital in excess of par value of the Company.

On January 13, 2012 shareholders of the Company contributed $9,375 to capital in excess of par value of the Company.
 
NOTE 6 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and found there are no other events to report.


 
 
6

 
 
Item 2.  Management's Discussion & Analysis or Plan of Operations

Barossa Coffee Company, Inc. is a small start up company that was incorporated in March 2005, and is considered a development stage company.  In July 2005, the Company filed a registration statement on Form SB-2 with the U.S. Securities & Exchange Commission under the Securities Act of 1933, to register an offering, on a "best efforts minimum/maximum" basis, of up to 400,000 shares of $.001 par value common stock, at a price of $0.25 per share. The registration statement was declared effective September 20, 2005. The Company sold 298,000 shares of common stock pursuant to the offering. The offering closed November 30, 2005, and raised gross proceeds of $74,500.

Barossa was formed to open and operate, through a wholly-owned subsidiary, Alchemy Coffee Company, Inc., a retail, specialty coffee outlet. The Company opened a retail coffee outlet featuring specialty coffees in February 2006 and utilized the experience of management in the coffee/café industry to specialize in the sale of the highest quality, fresh locally- roasted coffee beans and espresso related beverages; as well as organic food and baked goods, teas, juices, and specific health foods and beverages. However, even though the Company generated revenues from operations of $60,691 for the fiscal year ended June 30, 2006, and $55,047 for the quarter ended September 30, 2006, operating losses of $19,672 for the fiscal year ended June 30, 2006, and $7,009 for the quarter ended September 30, 2006, forced it to seek additional funding, which it borrowed from shareholders.
 
 
 
7

 

Due to these continuing cash needs of Alchemy which could not be met by the Corporation, management and principal shareholders negotiated and reached a Stock Exchange Agreement on October 11, 2006, between the Corporation and Jason Briggs, manager of the coffee shop, wherein Briggs received all of the issued and outstanding common stock of Alchemy Coffee Company, Inc. in exchange for all 200,000 shares of the Corporation’s common stock beneficially owned by Briggs, which were then surrendered to the Corporation and cancelled. The Company determined that since the inception of Alchemy as a wholly-owned subsidiary, $55,715 had been advanced to Alchemy and not repaid. The Corporation determined that the value of Alchemy was substantially less than the amount invested and that the 200,000 shares it received as consideration for Alchemy had at least as great a value as Alchemy and that this was the best value that could be received by the Company for Alchemy and that this transaction was in the best interests of the Company. With this transaction, the Company is not engaged in any business activities and has no operations. The Company’s principal activity is to investigate potential acquisitions. There is no assurance the Company can become involved with any business venture in the future. During the fiscal year ended June 30, 2007, 200,000 shares were cancelled and 160,000 shares were issued. On November 10, 2008, 126,000 shares of common stock were issued for consideration of $12,600 cash. On December 31, 2009 the Company sold 75,050 shares of its restricted common stock at $.10 per share, and again on March 18, 2010, another 75,050 shares. On November 1, 2010 Barossa sold 2,400,000 shares of its common stock for $15,000 or $.00625 per share, bringing the current total number of outstanding shares to 4,734,100.

Plan of Operation.

The Company does not expect to generate any meaningful revenue or incur operating expenses, except for administrative, legal, professional, accounting and auditing costs associated with the filing requirements of a public reporting company, unless and until it acquires an interest in another operating company. The Company may not have sufficient cash to meet its operational needs for the next twelve months.

Management's plan of operation for the next twelve months is to attempt to raise additional capital through loans from related parties, debt financing, equity financing or a combination of financing options. Currently, there are no understandings, commitments or agreements for such an infusion of capital and no assurances to that effect. Unless the Company can obtain additional financing, its ability to continue as a going concern during the next twelve-month period is doubtful. The Company's need for capital may change dramatically if and during that period, it acquires an interest in a business opportunity. The Company's current operating plan is to (i) handle the administrative and reporting requirements of a public company, and (ii) search for potential businesses, products, technologies and companies for acquisition. At present, the Company has no understandings, commitments or agreements with respect to the acquisition of any business venture, and there can be no assurance that the Company will identify a business venture suitable for acquisition in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage any business venture it acquires.
 

 
8

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company has incurred losses since its inception, and has not been successful in establishing profitable operations.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans and/or through additional sales of its common stock.  There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

The Company has no market risk sensitive instruments entered into for trading purposes or entered into for other than trading purposes.

Item 4.  Controls and Procedures.

(a)  Evaluation of Disclosure Controls and Procedures.  Our management, with the participation of our President, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report (the quarter ended March 31, 2012). Based on that evaluation, our President concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b)  Management’s Annual Report on Internal Control over Financial Reporting.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes using accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management, with the participation of the President, evaluated the effectiveness of the Company’s internal control over financial reporting as of June 30, 2011, for the fiscal year then ended.
 

 
9

 

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this evaluation, our management, with the participation of the President, concluded that, as of the fiscal year ended June 30, 2011, our internal control over financial reporting was effective.

An unavoidable weakness in the Company’s internal controls is that the principal executive officer and principal financial officer are the same individual, which does not allow for segregation of duties. Since the Company is a shell company, management does not feel that this has a material effect on the accuracy and completeness of our financial reporting and disclosure included in this report.

(c)  Changes in Internal Control over Financial Reporting.  There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer that occurred during the period covered by this report (the quarter ended March 31, 2012), that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is not a party to any material pending legal proceedings. No such action is contemplated by the Company nor, to the best of its knowledge, has any action been threatened against the Company.

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

 
(a)
During the period covered by this report (the quarter ended March 31, 2012), there were no equity securities of the issuer, sold by the issuer, that were not registered under the Securities Act.
     
 
(b)
During the period covered by this report (the quarter ended March 31, 2012), there were no securities that the issuer sold by registering the securities under the Securities Act.
     
 
(c)
During the period covered by this report, there was no repurchase made of equity securities registered pursuant to section 12 of the Exchange Act. The issuer's securities are not registered pursuant to section 12 of the Exchange Act.

Item 3.  Defaults Upon Senior Securities

There has not been any material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within 30 days, with respect to any indebtedness of the issuer exceeding five percent of the total assets of the issuer.
 
Item 4. (Removed and Reserved).
 
 
 
10

 
 
Item 5.  Other Information

We have no office facilities but for now the business address of Lynn Dixon, a principal shareholder, is being used as the business address of the Company. Lynn Dixon changed his business address to 650 N. Saddlehill Rd., Salt Lake City, Utah 84103, in November 2010. No reports on Form 8-K were filed during the period covered by this report.

Item 6.  Exhibits.

All documents previously filed by the Company pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, to the extent applicable to the period covered by this report, are incorporated herein as exhibits to this report by reference to the registration statements and other reports previously filed by the Company to which such documents were filed as exhibits.

Exhibit Index - Exhibits not previously filed that are applicable to the period covered by this report and required by Item 601 of Regulation S-K.

31
Certifications required by Rules 13a-14(a) or 15d-14(a).
   
32
Section 1350 Certifications
   
101 INS
XBRL Instance Document*
   
101 SCH
XBRL Schema Document*
   
101 CAL
XBRL Calculation Linkbase Document*
   
101 DEF
XBRL Definition Linkbase Document*
   
101 LAB
XBRL Labels Linkbase Document*
   
101 PRE
XBRL Presentation Linkbase Document*

*           The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.


 
11

 

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
Barossa Coffee Company, Inc.
   
   
   
Date:   May 14, 2012
by:   /s/ Adam Gatto
 
Adam Gatto, President and Director

 
 
 
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