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EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER. - Cardinal Energy Group, Inc.exh32-1.htm
EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER. - Cardinal Energy Group, Inc.exh31-1.htm






UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-Q

[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012
OR
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-53923

KOKO LTD.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

2727 East 53rd Avenue, Ste. #F-302
Spokane, WA   99223
(Address of principal executive offices, including zip code)

(509) 991-5761
(Registrant’s, telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 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 (SS 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 [   ]     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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 
Large Accelerated Filer
[   ]
 
Accelerated Filer
[   ]
 
Non-accelerated Filer
[   ]
 
Smaller Reporting Company
[X]
 
(Do not check if smaller reporting company)
     

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES [X]     NO [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicated the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
8,625,000 as of August 6, 2012.



 

 

 
 

 

KOKO, LTD.
For the Quarter Ended June 30, 2012

TABLE OF CONTENTS


   
Page
 
   
   
 
   
Financial Information.
3
 
   
 
3
 
4
 
5
 
6
 
   
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
7
 
   
Quantitative and Qualitative Disclosures About Market Risk.
7
 
   
Controls and Procedures.
7
 
   
 
   
   
 
   
Risk Factors.
8
 
   
Exhibits.
8
 
   
9
 
 
10









 
2

 

PART I – FINANCIAL INFORMATION

ITEM 1.          FINANCIAL INFORMATION.

KOKO, LTD.
(A Development Stage Company)
Balance Sheets
(Unaudited)


   
June 30,
 
December 31,
   
2012
 
2011
ASSETS
       
CURRENT ASSETS:
       
Cash
$
10,534
$
41,111
Total Assets
$
10,534
$
41,111
 
       
LIABILITIES AND STOCKHOLDERS’ EQUITY
       
CURRENT LIABILITIES:
       
Accounts payable
$
760
$
109
Total Current Liabilities
 
760
 
109
 
       
STOCKHOLDERS' EQUITY
       
Preferred stock, $.00001 par, 100,000,000 shares authorized,
no shares issued or outstanding
 
-
 
-
 
       
Common stock, $.00001 par, 100,000,000 shares authorized,
8,625,000 and 8,587,500 shares issued and outstanding
respectively
 
86
 
86
Additional paid-in capital
 
397,014
 
389,514
Deficit accumulated during the development stage
 
(387,326)
 
(348,598)
 
       
Total Stockholders’ Equity
 
9,774
 
41,002
 
       
Total Liabilities and Stockholders' Equity
$
10,534
$
41,111








 






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

 
3

 


KOKO, LTD.
(A Development Stage Company)
Statements of Operations
Unaudited


           
From Inception
           
(June 19, 2007)
   
Three Month Period
 
Six Month Period
 
Through
   
Ended June 30,
 
Ended June 30,
 
June 30,
   
2012
 
2011
 
2012
 
2011
 
2012
GROSS REVENUES
$
-
$
405
$
-
$
465
$
6,225
Cost of goods sold
 
-
 
190
 
-
 
228
 
4,778
GROSS PROFIT
 
-
 
215
 
-
 
237
 
1,447
 
                   
OPERATING EXPENSES:
                   
Promotional expense
 
9,000
 
-
 
9,000
 
-
 
9,000
Legal and professional fees
 
11,059
 
12,026
 
11,059
 
24,982
 
99,419
Accounting fees
 
8,581
 
10,408
 
12,081
 
14,298
 
80,030
Office expense
 
3,101
 
3,167
 
6,336
 
6,235
 
37,772
License and fees
 
252
 
-
 
252
 
-
 
12,331
Officer compensation
 
-
 
-
 
-
 
-
 
10,000
Product development costs
 
-
 
-
     
-
 
45,886
Loss on write-off of inventory
 
-
 
-
     
-
 
94,335
Total operating expenses
 
31,993
 
25,601
 
38,728
 
45,515
 
388,773
 
                   
Net Loss
$
(31,993)
$
(25,386)
$
(38,728)
$
(45,278)
$
(387,326)
 
                   
 
                   
Weighted average number of
common shares subscribed
 
8,602,473
 
8,576,511
 
8,594,986
 
8,568,667
   
 
                   
Basic and diluted net loss per
common share
$
(0.00)
$
(0.00)
$
(0.00)
$
(0.01)
   





 





 


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

 
4

 


KOKO, LTD.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)


       
From Inception
       
(June 19, 2007)
   
Six Months Ended
 
Through
   
June 30,
 
June 30,
   
2012
 
2011
 
2012
Cash Flows From Operating Activities
           
 
Net Loss
$
(38,728)
$
(45,278)
$
(387,326)
 
Adjustments to reconcile net loss to net cash
used in operating activities:
           
   
Common stock subscribed for services
 
-
 
-
 
10,000
   
Loss on disposal of inventory
 
-
 
-
 
94,335
 
Changes in assets and liabilities:
           
   
Inventory
 
-
 
445
 
(94,335)
   
Accounts payable
 
651
 
730
 
760
     
Total Cash Used in Operating Activities
 
(38,077)
 
(44,103)
 
(376,566)
 
                 
Cash Flows From Financing Activities
           
 
Sale of common stock to founder
 
-
 
-
 
1,300
 
Sale of common stock
 
7,500
 
8,501
 
385,800
     
Total Cash Provided by Financing Activities
 
7,500
 
8,501
 
387,100
 
                 
     
Net Increase (Decrease) in Cash
 
(30,577)
 
(35,602)
 
10,534
 
                 
     
Cash at Beginning of Period
 
41,111
 
111,592
 
-
 
                 
     
Cash at End of Period
$
10,534
$
75,990
$
10,534
 
                 
Supplemental Disclosure of Cash Flow Information
           
   
Interest paid
$
-
$
-
$
-
   
Income taxes paid
$
-
$
-
$
-


 











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

 
5

 


KOKO, LTD.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)


NOTE 1 – BASIS OF PRESENTATION

The unaudited financial statements of Koko, LTD. (Koko, “The Company”) included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and notes thereto for the fiscal year ended December 31, 2011, included in The Company’s Form 10-K.

The financial statements included herein reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year ended December 31, 2012.
 
Reclassification
 
Certain prior period amounts have been reclassified to conform with the current year presentation.


NOTE 2 – GOING CONCERN

During the three and six month periods ended June 30, 2012, Koko incurred net losses and had negative cash flows from operations. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments that might be necessary if Koko is unable to continue as a going concern.

The Company is aware that in order to become profitable and competitive, it will have to generate significant revenues.  Koko has no assurance that future equity or debt financing will be available to the Company. If this additional financing is not available, Koko may be unable to continue, develop or expand its operations. In addition, equity financing could result in additional dilution to existing shareholders.


NOTE 3 – COMMON STOCK

In May 2012, the Company sold 37,500 shares of common stock to accredited investors at $0.20 per share for total consideration of $7,500. No commissions or expenses were incurred in connection with this private placement.





 
6

 

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This section of the quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events.  You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results of our predictions.

We are a development stage corporation and have not yet generated significant or continuing revenues from our business operations. Our auditors have issued a going concern opinion on the financial statements for the year ended December 31, 2011.

Material Changes in Results of Operations

During the six months ended June 30, 2012, the Company had no revenues and incurred operating expenses of $38,728, which were primarily comprised of legal and accounting fees and promotional expenses. During the comparable six-month period ended June 30, 2011, the Company had minimal revenues of $465 and incurred operating expenses of $45,278, which were primarily comprised of office expenses, and legal and accounting fees.

Material Changes in Financial Condition

As of June 30, 2012, the Company had total current assets of $10,534 and $760 in current liabilities for a working capital balance of $9,774. The Company believes that its cash position of $10,534 as of June 30, 2012 is insufficient to pay recurring expenses and accounts payable during the ensuing six months. Therefore, it is imperative that the Company raise sufficient cash through the possible sale of common stock or by some other method. There is no guarantee that the Company will be able to raise sufficient cash during the next six months. As of December 31, 2011, the Company had current assets of $41,111 and current liabilities of $109, for a working capital balance of $41,002. Therefore, there was a decrease in cash of $30,577 from December 31, 2011 to June 30, 2012.

ITEM 3.          QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.          CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




 
7

 

PART II – OTHER INFORMATION

ITEM 1A.       RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 6.          EXHIBITS.

   
Incorporated by reference
 
Exhibit
Document Description
Form
Date
Number
Filed
herewith
3.1
Articles of Incorporation.
S-1
3/12/09
3.1
 
           
3.2
Bylaws.
S-1
3/12/09
3.2
 
           
4.1
Specimen Stock Certificate.
S-1
3/12/09
4.1
 
           
14.1
Code of Ethics.
10-K
4/01/10
14.1
 
           
10.1
License Agreement with Gregory Ruff.
S-1
6/13/11
10.1
 
           
10.2
Manufacturing Agreement with Meri LLC.
S-1
6/13/11
10.2
 
           
10.3
License Agreement with Sharper Image.
S-1
6/13/11
10.3
 
           
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
           
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
X
           
99.2
Audit Committee Charter.
10-K
4/01/10
99.2
 
           
99.3
Disclosure Committee Charter.
10-K
4/01/10
99.3
 
 
         
101.INS
XBRL Instance Document.
     
X
 
         
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
 
         
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
 
         
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
 
         
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
 
         
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X



 
8

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 7th day of August, 2012.

 
KOKO LTD.
 
(the “Registrant”)
   
 
BY:
GREGORY RUFF
   
Gregory Ruff
   
President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and sole member of the Board of Directors




























 
9

 


EXHIBIT INDEX

   
Incorporated by reference
 
Exhibit
Document Description
Form
Date
Number
Filed
herewith
3.1
Articles of Incorporation.
S-1
3/12/09
3.1
 
           
3.2
Bylaws.
S-1
3/12/09
3.2
 
           
4.1
Specimen Stock Certificate.
S-1
3/12/09
4.1
 
           
14.1
Code of Ethics.
10-K
4/01/10
14.1
 
           
10.1
License Agreement with Gregory Ruff.
S-1
6/13/11
10.1
 
           
10.2
Manufacturing Agreement with Meri LLC.
S-1
6/13/11
10.2
 
           
10.3
License Agreement with Sharper Image.
S-1
6/13/11
10.3
 
           
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
           
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
X
           
99.2
Audit Committee Charter.
10-K
4/01/10
99.2
 
           
99.3
Disclosure Committee Charter.
10-K
4/01/10
99.3
 
 
         
101.INS
XBRL Instance Document.
     
X
 
         
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
 
         
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
 
         
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
 
         
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
 
         
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X






 
10