SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

S	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the quarterly period ended June 30, 2012.

 

or

 

£	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT.

  

For the transition period from ___________ to ___________

  

Commission file number: 000-54050

 

 

VERSANT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		27-2553082
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

19200 Von Karman, 6^th Floor, Irvine, CA 92612

(Address of Principal Executive Office) (Zip Code)

 

(949) 281-6438

(Registrant'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 past 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 S 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 (Section 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 S No £

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated filer £	Accelerated filer £
Non-accelerated filer £	Smaller reporting company S

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes £ No S

 

As of August 9, 2012, 140,870,000 shares of the registrant's common stock, $.001 par value, were outstanding.

 

 

TABLE OF CONTENTS

 

		Page
Part I. FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
	Balance Sheet as of June 30, 2012 and December 31, 2011	3
	Statements of Operations for the Three and Six Months Ended June 30, 2012 and 2011	4
	Statements of Cash Flows for the Three and Six Months Ended June 30, 2012 and 2011	5
	Notes to Interim Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 4.	Controls and Procedures	13
Part II.  OTHER INFORMATION		13
Item 1.	Legal Proceedings	13
Item 2.	Recent Sales of Unregistered Securities	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Submission of Matter to a Vote of Security Holders	13
Item 5.	Other Information	14
Item 6.	Exhibits	14
	Signatures	15

 

 

PART I. FINANCIAL INFORMATION

  

Item 1. Financial Statements

 

VERSANT INTERNATIONAL, INC.

(Formerly Shang Hide Consultants, Ltd.)

CONSOLIDATED BALANCE SHEETS

  

		June 30, 2012				December 31, 2011
		(unaudited)
ASSETS
Current Assets
Cash and cash equivalents		$	14,055			$	15,000
Accounts receivable			333				–
Inventory			8,609				–
Prepaid expenses			48,391				–
Total current assets			71,388				15,000
Other Assets
Goodwill			86,985				–
Total assets		$	158,373			$	15,000
LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)
Current Liabilities
Advance from shareholder			–				20,000
Accounts payable			41,918				17,097
Total liabilities			41,918				37,097
Commitments and Contingencies
Stockholders' Equity/ (Deficit)
Preferred stock: 25,000,000 shares authorized, $0.001 par value none issued and outstanding			–				–
Class A Common stock, $.001 par value, 200,000,000 shares authorized and 70,000,000 and 50,000,000 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively			70,000				50,000
Class B Common stock, $.001 par value, 675,000,000 shares authorized 70,670,000 and 15,000,000 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively			70,670				15,000
Additional paid in capital			3,363,729				470,027
Accumulated deficit			(3,387,944	)			(557,124	)
Total stockholders' equity / (deficit)			116,455				(22,097	)
Total liabilities and stockholders' equity / (deficit)		$	158,373			$	15,000

 

See accompanying notes to financial statements.

 

  

VERSANT INTERNATIONAL, INC.

(Formerly Shang Hide Consultants, Ltd.)

CONSOLIDATED STATEMENTS OF OPERATIONS

  

		For the Three Months Ended								For the Six Months Ended
		June 30,				June 30,				June 30,				June 30,
		2012				2011				2012				2011
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Revenue
Net sales		$	707			$	–				5,179			$	–
Cost of goods sold			515				–				4,134				–
Gross margin			192				–				1,045				–
Expenses
Officer compensation			61,812				–				2,631,509				–
Sales and marketing			5,021				–				5,931				–
Professional fees			71,160				–				157,731				–
Other general and adminstrative			24,969				6,227				36,694				6,227
Total operating expenses			162,962				6,227				2,831,865				6,227
Loss from operations			(162,770	)			(6,227	)			(2,830,820	)			(6,227	)
Net loss		$	(162,770	)		$	(6,227	)		$	(2,830,820	)		$	(6,227	)
Net loss per share - basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.03	)		$	(0.00	)
Weighted average shares outstanding			138,703,444				15,000,000				104,446,861				15,000,000

  

See accompanying notes to financial statements.

  

 

VERSANT INTERNATIONAL, INC.

(Formerly Shang Hide Consultants, Ltd.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		For the Six Months Ended
		June 30,				June 31,
		2012				2011
		(unaudited)				(unaudited)
Cash Flows from Operating Activities
Net loss		$	(2,830,820	)		$	(6,227	)
Adjustments to reconcile net income to net cash provided by operating activities:
Stock based compensation			2,628,697
Increase in accounts receivable			(333	)			–
Increase in prepaid expenses			(3,391	)			–
Increase in accounts payable			29,353				1,445
Decrease in inventories			4,642				–
Net cash used in operating activities			(171,852	)			(4,782	)
Cash Flows from Investing Activities
Cash received in subsidiary acquisition			2,907
Cash Flows from Financing Activities
Proceeds from issuances of common stock			168,000				–
Net decrease in cash and cash equivalents			(945	)			(4,782	)
Cash and cash equivalents at beginning of the period			15,000				7,650
Cash and cash equivalents at end of the period		$	14,055			$	2,868

 

Supplementary Disclosures of Cash Flow Information

The Company did not pay any interest or taxes for the six months ended June 30, 2012 and 2011, respectively

 

Non-Cash Investing and Financing Activities

During the six months ended June 30, 2012 the Company issued 10,000,000 shares of Class B common stock, valued at $100,000, to acquire the identifiable assets including goodwill along with the assumed liabilities of its wholly-owned subsidiary Mamma's Best, LLC.

 

See accompanying notes to financial statements.

 

 

VERSANT INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The unaudited condensed consolidated financial statements included herein were prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, disclosures made are adequate to make the information not misleading.

 

In the opinion of management, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the interim period. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the fiscal year.

 

Note 1 – Organization

 

Versant International, Inc. (Company) was organized under the laws of the State of Nevada in May 2010.  The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire companies or businesses seeking the perceived advantages of being a publicly held corporation. One of our principal business objectives for the next 12 months and beyond will be to achieve long-term growth potential through acquisitions or combinations with other businesses.

 

Through our recently acquired, wholly-owned subsidiary, Mamma’s Best, LLC we produce and sell food products. Our products are available at well-known organic and natural food retail outlets primarily in the Los Angeles and Orange County locales. To date, our food products consist of a total of four barbeque sauces and marinades.

 

Prior to the acquisition of Mamma’s Best we were considered to be in the development stage as defined by United States generally accepted accounting principles.

 

Note 2 – Summary of Significant Accounting Policies

 

Use of Estimates

 

Management makes estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods.  Actual results could vary from these estimates.

 

Principles of Consolidation

 

Our consolidated financial statements consist of our legal parent, Versant International, Inc. and our wholly-owned subsidiary, Mamma’s Best, LLC. All inter-company balances and transactions have been eliminated upon consolidation.

 

Cash and Cash Equivalents

 

We maintain our cash at federally insured financial institutions.  Cash equivalents with maturity dates less than 90 days from the date of origination are considered to be cash equivalents for all financial reporting purposes.  We currently have no cash equivalents.

 

Fair Value

 

Cash and other current assets and liabilities are carried at cost which approximates their fair value in accordance with the fair value hierarchy as established by US GAAP.

 

 

Receivables

 

Accounts receivable consist of amounts due from our distributors. Accounts receivable are current in nature and we have not experienced any material collection issues. Our reserve for bad debt is based on factors including current sales amounts, historical charge-offs and specific accounts identified as high risk. Uncollectible accounts receivable are charged against the allowance for doubtful accounts when reasonable efforts to collect the amounts due have been exhausted.

 

Inventories

 

Inventories are stated at the lower of cost or market using the first-in first-out (“FIFO”) method. Inventory is produced, bottled, and packed for shipment by a third party manufacturer. We are not required to and have not entered into any firm purchase commitments with our manufacturer and we order inventory on a “just-in-time” basis.

 

Revenue Recognition

 

We recognize revenues upon delivery of goods to a customer. This is generally the point at which title and risk of loss is transferred, and when payment has either been received or collection is reasonably assured. Revenues are recorded net of applicable incentives and promotions and include all shipping and handling costs passed to customers.

 

We recognize an allowance for sales returns based upon estimated and known returns. Product returns are recorded as a reduction of net revenues and as a reduction of the accounts receivable balance. When all revenues are collected within the same period, resulting in no outstanding receivables at the balance sheet date, the allowance is reclassified to current liabilities. Since inception, we have had an immaterial amount of our products returned.

 

Cost of Goods Sold

 

Our cost of goods sold includes all production and handling costs to produce our products. We have not incurred material shipping and handling costs to date.

 

Selling, General, and Administrative Expenses

 

Marketing – We promote our products with trade promotions and other product demonstrations. These programs include in-store display incentives and volume-based incentives. We expense advertising costs either in the period the advertising first takes place or as incurred. Consumer incentive and trade promotion activities are recorded as a reduction to revenues. All marketing costs are recorded as an expense in the year incurred.

 

Goodwill

 

We test goodwill for impairment at least annually. We assess goodwill impairment risk by first performing a qualitative review of entity-specific, industry, market and general economic factors. If significant potential goodwill impairment risk exists, we apply a two-step quantitative test. The first step compares the estimated fair value with its carrying value. If the carrying value exceeds its fair value, the second step is applied to measure the difference between the carrying value and implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, the goodwill is considered impaired and reduced to its implied fair value.

  

Recent Accounting Pronouncements

 

There are no recently issued accounting pronouncements that the Company expects to have a material impact on the financial position, results of operations, or cash flows.

  

Note 3 – Inventory

 

Our inventory is stated at the lower of cost or market using the FIFO method. We have entered into third party production agreements on an as needed basis, correspondingly, there are no purchase commitments related to inventory. As of June 30, 2012 and December 31, 2011 we had finished goods inventory valued at $8,609 and $13,251 (pre-acquisition inventory held by our wholly-owned subsidiary Mamma’s Best LLC), respectively. Periodic reviews for obsolescence are performed and applicable reserves are recognized. We have not recognized any reserves for obsolete inventory through the period covered by this report.

 

 

Note 4 – Stock Issuances

 

On March 12, 2012 we issued 10,000,000 shares of Class B common stock valued at $100,000 in exchange for 100% of the 40,000,000 outstanding ownership units of Mamma’s Best, LLC. For additional detail related to this stock issuance see Note 5 – Business Acquisition.

 

On March 27, 2012 we issued an aggregate of 20,000,000 shares of Class A common stock and 40,000,000 shares of Class B common stock to Glen W. Carnes (Chairman and Chief Executive Officer) and Michael D. Young (President and Chief Operating Officer) with each receiving 10,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock for related party compensation of $2,569,697.

 

During March 2012 we issued an aggregate of 2,475,000 shares of Class B common stock for total cash consideration of $79,500.

 

On April, 5 2012 we issued 50,000 shares of Class B common stock for prior services received valued at $3,500.

 

On April 26, 2012 we issued 500,000 shares of Class B common stock in exchange for consulting services for a term of twenty months for total consideration of $50,000. As of June 30, 2012 we had a remaining pre-paid expense related to this issuance of $45,000.

 

On June 20, 2012 we issued 1,000,000 shares of Class B common stock to the founders and employees of our wholly-owned subsidiary, Mamma’s Best, for total compensation consideration of $54,000. In addition, during the three months ended June 30, 2012, the founders and employees of Mamma’s Best agreed to forgive $24,175 of previously accrued payables. We determined the forgiveness was in the nature of a capital contribution, correspondingly we did not recognize any gain or loss in the periods presented.

 

During the quarter ended June 30, 2012 we issued an aggregate of 1,645,000 shares of Class B common stock for total cash consideration of $88,500.

  

Note 5 – Business Acquisition

 

On March 12, 2012 we acquired 100% of the 40,000,000 outstanding ownership units of Mamma’s Best, LLC in exchange for 10,000,000 shares of Class B common stock. We accounted for the transaction as a business combination by applying the acquisition method in which the fair value of the consideration given, $100,000, was allocated to the identifiable assets acquired of $16,158; the liabilities assumed of $3,143; and the goodwill acquired of $86,985. Subsequent to the completion of the acquisition, Mamma’s Best LLC became a wholly-owned operating subsidiary of Versant International, Inc.

 

Since the fair value of the consideration given exceeded the fair value of the identifiable assets acquired and liabilities assumed, we recognized goodwill in accordance with ASC 805-30-30-1. Correspondingly, we performed a preliminary impairment analysis of the goodwill acquired in accordance with the applicable US GAAP and our corresponding accounting policies. Based on the results of Step 1 of our impairment test we determined the fair value of the acquired reporting unit (Mamma’s Best) inclusive of goodwill exceeds its carrying amount, thus no impairment was recognized.

 

Subsequent to the issuance of the Class B common stock related to the acquisition of Mamma’s Best, our officers and affiliates maintained the controlling interest in our consolidated Company.

 

Prior to the acquisition of Mamma’s Best, LLC we were considered and exploration stage shell company as defined by US GAAP and the applicable Securities and Exchange Commission Rules and Regulations, therefore, we are providing the following unaudited pro forma statement of operations for the three months ended June 30, 2011 for informational purposes.

 

 

 MAMMA’S BEST, LLC – PRO FORMA STATEMENT OF OPERATIONS (Unaudited)

 

		For the Three Months Ended
		June 30, 2011
Net Sales		$	5,879
Cost of goods sold			4,479
Gross Margin			1,400
Operating Expenses:
Sales and marketing			3,759
Other general and administrative			2,002
Total operating expenses			5,761
Loss from operations / Net loss		$	(4,361	)

 

 

		For the Six Months Ended
		June 30, 2011
Net Sales		$	8,698
Cost of goods sold			6,626
Gross Margin			2,072
Operating Expenses:
Sales and marketing			6,985
Other general and administrative			2,986
Total operating expenses			9,971
Loss from operations / Net loss		$	(7,899	)

  

For additional information related to the acquisition, including the prior two years of audited financial statements for Mamma’s Best, LLC and pro-forma financial statements as of and for the year ended December 31, 2011, see our Current Reports on Form 8-K and 8-K/A as filed on March 16, 2012 and April 26, 2012, respectively.

  

Note 6 – Related Party Transactions

 

During the six months ended June 30, 2012 our officers and key employees provided operating advances totaling $51,321. As of June 30, 2012 we settled all of our related party payables, including the outstanding balance at December 31, 2011 of $20,000. Of these advances we repaid $47,146 in cash and $24,175 of obligations were forgiven.

 

See Note 4 for a discussion of the stock based compensation issued to our officers and employees.

 

Note 7 – Concentrations

 

Customers

 

During the six months ended June 30, 2012 three customers accounted for 100% of our revenue.

 

Vendor

 

Our product line is produced, bottled, and packaged by one vendor. The Company has alternatives for these services, and no firm purchase commitments have been entered into with this vendor.

 

  

Note 8 – Operating Lease

 

During March 2012 we entered into an operating lease for our corporate office. The lease commences on April 2, 2012 and expires on June 30, 2013. The lease calls for monthly payments of $1,391.

 

Note 9 – Subsequent Events

 

On August 17, 2012 our Board of Directors accepted the resignation of Mr. Stanley L. Teeple as the Company’s Interim Chief Financial Officer and Director.

 

In conjunction with the resignation of Mr. Teeple, our remaining Board of Directors approved the appointment of Michael D. Young, our current President, Chief Operating Officer, and a Director to serve as our Principal Accounting Officer.

 

 

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

 

This Quarterly Report on Form 10-Q contains certain statements that are not historical facts, including, most importantly, information concerning possible or assumed future results of operations of Versant International, Inc. (the "Company") and statements preceded by, followed by or that include the words "may," "believes," "expects," "anticipates," or the negation thereof, or similar expressions, which constitute "forward-looking statements" within the meaning of the Section 27A of the Securities Act of 1933 and Section 21E (the "Reform Act")of the Securities Exchange Act of 1934 (the "Exchange Act"). For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are based on the Company's current expectations and are susceptible to a number of risks, uncertainties and other factors.

 

The Company will not undertake and specifically declines any obligation to publicly release the result of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. In addition, it is the Company's policy generally not to make any specific projections as to future earnings, and the Company does not endorse any projections regarding future performance that may be made by third parties.

 

The following discussion and analysis provides information which the Company's management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report, as well as the Company's Form 10-K for the period ended December 31, 2011.

  

Business Overview & Plan of Operations

 

Prior to our acquisition of Mamma’s Best, LLC on March 12, 2012, we were considered, under SEC Rule 12b-2 of the Exchange Act, a “shell company,” because we had nominal assets consisting of cash and no or nominal operations.

 

We continue to investigate and, if such investigation warrants, seek to acquire additional companies or businesses seeking the perceived advantages of being a publicly held corporation which may or may not be in the same industry as our wholly-owned subsidiary, Mamma’s Best, LLC. Our on-going principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through additional business combinations and the operation and growth of Mamma’s Best, rather than immediate, short-term earnings.

 

The analysis of new business opportunities will be undertaken by or under the supervision of Glen W. Carnes, our Chief Executive Officer and Chairman; Michael D. Young, our President and Chief Operating Officer. Mssrs. Carnes and Young possess significant investment banking and acquisition experience to enhance our ability to identify acquisition targets. Our officers and directors have nearly 25 years of combined experience and involvement with these types of transactions across a wide array of industries. Correspondingly, we believe the contacts obtained along with the experience in analyzing and accounting for these types of transactions is significantly beneficial in identifying potential acquisition targets.  

 

Through our wholly-owned subsidiary, Mamma’s Best, LLC we sell unique, all natural food products based on family recipes of the subsidiaries’ founders. Through the date of this report all of our sales were from a total of four sauces and marinades available at approximately 140 natural and organic food outlets in Southern California.

 

We are currently in the process of expanding our food line to include additional sauces and marinades, jams, soups, and salad dressings. We are also seeking to expand our geographical presence throughout the Western United States as well as increase the number of retailers carrying our products.

 

We presently have four employees that consist of our officers and directors, and two of the founders of Mamma’s Best. Apart from our Chairman and Chief Executive Officer, Glen W. Carnes, our officers and other employees are engaged in outside business activities and anticipate that they will devote limited time to our business until it grows to a point its operations can support the appropriate level of full-time employees.

 

 

Results of Operations

 

Our analysis of the results of operations for the six months ended June 30, 2012 include comparisons with the results of operations of Mamma’s Best for the corresponding period in 2011 as contained in Note 5 to our consolidated interim financial statements. Prior to the acquisition, for the six months ended June 30, 2011, Versant International incurred approximately $6,000 in total general and administrative expenses of which all related to maintaining the Company’s ’34 Act filing requirements with the Securities and Exchange Commission (“SEC”).

 

For the six months ended June 30, 2012 our revenues from sauce and marinade sales decreased approximately 40% to $5,179. The decrease was primarily due to the Company changing brokers and re-focusing its efforts to a longer-term strategy by introducing our current products into new markets with the assistance of additional outside food brokers. Historically, we have seen a relative even mix of sales amongst our four current product offerings. We anticipate our sales to increase as we intend to devote additional time resources developing broker relationships; expand our product offerings; increase our geographical reach; and implement new promotional programs.

 

Our cost of goods sold decreased by approximately $2,500 in-line with the decreased revenue during the period ended June 30, 2012. Our gross margin and cost of goods sold, as a percentage of revenue, remained relatively flat as compared to the six months ended June 30, 2011 since we did not increase our product price nor did our production vendor. We expect to maintain our current sales margins and we closely monitor the costs of our underlying ingredients. As our product lines increase our exposure to rapid price changes in raw materials such as fruits will also increase. We believe our relationship with our production vendor is good which provides us timely information to making corresponding price adjustments to our finished goods.

 

During the six months ended June 30, 2012 our sales and marketing expenditures declined 15% to approximately $5,900 due to the decreased need to provide demos and samples. During 2012 and beyond we expect our sales and marketing expenses to increase as we roll out new products and attempt to extend our geographical reach.

 

Our officer compensation (primarily stock based) of $2,631,509; professional fees of $157,731; and other general and administrative expenses of $36,694 all increased significantly during the six months ended June 30, 2012. Most of the increases were non-recurring items related to due diligence and increased SEC filings for the acquisition of Mamma’s Best which was completed on March 12, 2012. We expect these items to decrease throughout the remainder of 2012 unless we require additional non-recurring ’34 Act filings, acquire another operating business, or exceed our current growth expectations for Mamma’s Best.

 

Liquidity and Capital Resources

 

Our current working capital and liquidity needs are provided by the operations of Mamma’s Best; working capital advances from our officers; and private placements of our common stock. We have historically been able to meet our obligations from liquidity provided by our operations enhanced by advances from our officers. Our current obligations primarily consist of amounts due to our professional service providers related to the acquisition of Mamma’s Best.

 

Since we generally purchase inventory on a just in time basis we believe that cash provided by operations will be sufficient to meet our recurring obligations. Additionally, our officers have agreed to defer payment or forgive their outstanding obligations until such time as the Company obtains the appropriate level of operating resources or may accept equity settlements in the future.

 

We do not believe our current business activities will require significant additional capital asset investment.

 

In order to execute our Mamma’s Best growth strategy and acquire other businesses we will need to raise additional capital. We intend to raise funds via private placements of our common stock, however, there are no firm future funding commitments by stockholders, management, or other third party investors.

 

We believe that our current resources are sufficient to meet our on-going operations, at their current levels, for at least the next twelve months. Since we cannot accurately predict the timing of a new food product launch or when we will acquire additional business, if any, we are currently unable to estimate our liquidity needs beyond the next twelve months.

 

Off-Balance Sheet Arrangements

 

None.

 

 

Item 4. Controls and Procedures

 

We maintain "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our principal executive officer to allow timely decisions regarding required disclosure.

 

Evaluation of disclosure and controls and procedures.

 

As of June 30, 2012, the Company carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and our newly appointed Principal Accounting Officer of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on the evaluation, the Company's Principal Executive Officer and newly appointed Principal Accounting Officer have concluded that the Company's disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner.

 

Changes in internal controls over financial reporting.

 

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recent quarter 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

 

We are unaware of any existing or pending legal proceedings or claims against the Company.

 

Item 2. Recent Sales of Unregistered Securities

 

The following is a discussion of our previously undisclosed recent sales of unregistered securities for the six months ended June 30, 2012:

 

On April, 5 2012 we issued 50,000 shares of Class B common stock for prior services received valued at $3,500.

 

On April 26, 2012 we issued 500,000 shares of Class B common stock in exchange for consulting services for a term of twenty months for total consideration of $50,000. As of June 30, 2012 we had a remaining pre-paid expense related to this issuance of $45,000.

 

On June 20, 2012 we issued 1,000,000 shares of Class B common stock to the founders and employees of our wholly-owned subsidiary, Mamma’s Best, for total compensation consideration of $54,000.

 

During the quarter ended June 30, 2012 we issued an aggregate of 1,645,000 shares of Class B common stock for total cash consideration of $88,500.

 

These securities were issued pursuant to an exemption from registration relying on Regulation D of the Securities Act of 1933.

  

Item 3. Defaults Upon Senior Securities

 

None.

 

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

 

None.

 

 

Item 5. Other Information

 

Item 5.02. Departure of Directors and Certain Officers and Appointment of Certain Officers

 

On August 17, 2012 our Board of Directors accepted the resignation of Mr. Stanley L. Teeple as the Company’s Interim Chief Financial Officer and Director. Mr. Teeple indicated that he had no disagreements or disputes with the Company’s accounting policies or practices.

 

In conjunction with the resignation of Mr. Teeple, our remaining Board of Directors approved the appointment of Michael D. Young, our current President, Chief Operating Officer, and a Director to serve as our Principal Accounting Officer.

 

A brief biography of Mr. Young’s previous work experience as contained on our Form 10-K for the period ended December 31, 2011 as filed on February 3, 2012 is as follows:

 

Michael D. Young (Age 30) – Mr. Young is the President of JPY Enterprises, Inc. where he has served as a consultant to numerous middle market firms and startup companies. Since 2006, Mr. Young has played a key role in consulting on various projects in a variety of industries, including the oil and gas, wireless technology, solar power, waste to energy, and electric vehicle sectors. Previously, Mr. Young worked for Western States Management Advisors as a Senior Manager and was directly responsible for acquisitions and structured transactions.

 

Item 6. Exhibits

 

31	Section 302 Certification of Principal Executive and Financial Officer
32	Section 906 Certification of Principal Executive and Financial Officer
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase*
101.DEF	XBRL Taxonomy Extension Definition Linkbase*
101.LAB	XBRL Taxonomy Extension Label Linkbase*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase*

  

* Pursuant to Rule 405(a)(2) of Regulation S-T, the Company will furnish the XBRL Interactive Data Files with detailed footnote tagging as Exhibit 101 in an amendment to this Form 10-Q within the permitted 30-day grace period granted for the first quarterly period in which detailed footnote tagging is required.

 

 

SIGNATURES

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

 

	VERSANT INTERNATIONAL, INC.
Date: August 20, 2012	By:	/s/ Glen W. Carnes
		Glen W. Carnes, Chairman and Principal Executive Officer

  

	VERSANT INTERNATIONAL, INC.
Date: August 20, 2012	By:	/s/ Michael D. Young
		Michael D. Young Principal Accounting Officer and Director

 

 

 

 

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