Attached files

file filename
8-K/A - FORM 8-K/A - Umami Sustainable Seafood Inc.v327779_8k-a.htm
EX-99.6 - EXHIBIT 99.6 - Umami Sustainable Seafood Inc.v327779_ex99-6.htm
EX-99.5 - EXHIBIT 99.5 - Umami Sustainable Seafood Inc.v327779_ex99-5.htm
EX-99.7 - EXHIBIT 99.7 - Umami Sustainable Seafood Inc.v327779_ex99-7.htm
EX-99.4 - EXHIBIT 99.4 - Umami Sustainable Seafood Inc.v327779_ex99-4.htm
EX-99.2 - EXHIBIT 99.2 - Umami Sustainable Seafood Inc.v327779_ex99-2.htm

 

Exhibit 99.3

 

OCEANIC ENTERPRISES, INC.

INDEX TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2009 AND 2008

 

  Page
Report of Independent Certified Public Accountant 1
   
Balance Sheets at December 31, 2009 and 2008 2
   
Statements of Operations for the years ended December 31, 2009 and 2008 3
   
Statements of Equity for the years ended December 31, 2009 and 2008 4
   
Statements of Cash Flows for the years ended December 31, 2009 and 2008 5
   
Notes to the Financial Statements 6

  

 
 

 

Independent Auditor’s Report

 

To the Board of Directors and Stockholders of Oceanic Enterprises, Inc.,

 

We have audited the accompanying balance sheet of Oceanic Enterprises, Inc., a California Corporation (FKA: Agritrade USA, Inc.), (DBA: Midway Services) as of December 31, 2009 and 2008 and the related statement of operations, changes in stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the management of Oceanic Enterprises, Inc. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of Oceanic Enterprises, Inc.’s, internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Oceanic Enterprises, Inc.’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly in all material respects the financial position of Oceanic Enterprises, Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

/s/ James T. Gaunce

James T. Gaunce, CPA & Associates

Solana Beach, California U.S.A.

December 3, 2010

 

1
 

 

OCEANIC ENTERPRISES, INC.

BALANCE SHEET

December 31, 2009 and 2008

 

   2009   2008 
ASSETS          
           
CURRENT ASSETS          
Cash  $7,147   $2,995,391 
Accounts receivable - Baja Aqua Farms   645,774    - 
Inventory   5,659    - 
Prepaids, employee and other advances   10,000    18,380 
Due from - Rancho Marino   2,157,313    1,035,923 
Notes receivable - Baja Aqua Farms   700,000    - 
Prepaid taxes   -    1,400 
Deferred tax asset, net   430,000    492,000 
           
Total current assets   3,955,893    4,543,094 
           
EQUIPMENT          
Vessels & equipment for vessels   12,996    12,996 
Processing & farm equipment   33,929    33,929 
Vehicles - autos & trucks   37,262    37,262 
Office furniture & equipment   265,063    252,724 
    349,250    336,911 
Less accumulated depreciation   (254,239)   (204,480)
    95,011    132,431 
           
LONG-TERM DEPOSITS   115,990    113,990 
           
   $4,166,894   $4,789,515 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
CURRENT LIABILITIES          
Accounts payable  $264,310   $152,375 
Accrued compensated absences   31,621    39,121 
Credit Cards Payable   -    1,967 
Accounts Payable to - Baja Aqua Farms   1,483,770    1,009,101 
Accrued interest payable   148,294    40,174 
           
Total current liabilities   1,927,995    1,242,738 
           
LOANS PAYABLE - Stockholder   1,939,405    3,324,237 
           
STOCKHOLDERS’ EQUITY          
Common stock— no par value; 200,000 shares authorized; 10,000 shares issued and outstanding   10,000    10,000 
Additional paid-in-capital   1,000,000    1,000,000 
Retained earnings (deficit)   (710,506)   (787,460)
    299,494    222,540 
           
   $4,166,894   $4,789,515 

 

See notes to financial statements

 

2
 

 

OCEANIC ENTERPRISES, INC.

STATEMENT OF OPERATIONS

For the years ending December 31, 2009 and 2008

 

   2009   2008 
         
REVENUE          
Fish sales  $9,707,209   $10,709,661 
Fish processing & other services   4,305    260,315 
Management fees, commissions and vessel charter fees   1,727,350    510,040 
           
    11,438,864    11,480,016 
COST OF GOODS SOLD          
Fish purchases   6,691,037    7,775,950 
Processing costs & feeding expenses   183,265    226,287 
Shipping & freight   803,258    680,315 
Direct selling costs   1,618,055    1,214,280 
           
    9,295,615    9,896,832 
           
Gross Profit   2,143,249    1,583,184 
           
EXPENSES          
Salaries and wages   761,769    798,154 
Outside services and consultants   187,723    445,059 
Rent and occupancy costs   218,639    224,835 
Vessel expenses   13,819    40,211 
Travel, meals and entertainment   167,679    176,007 
Telephone and cell phones   62,653    102,058 
Payroll taxes   49,193    57,155 
Vehicles expenses   70,148    97,587 
Depreciation   49,759    100,766 
Employees benefits   105,347    83,821 
Professional fees   87,735    36,486 
Office expense and supplies   69,015    154,310 
Bank charges & miscellaneous   16,242    12,161 
Permits, licenses & import Duties   2,867    10,632 
           
    1,862,588    2,339,242 
           
Income (loss) from operations   280,661    (756,058)
           
OTHER INCOME (LOSS) AND (EXPENSE)          
Interest expense   (254,943)   (190,238)
Gain (loss) on sale of assets   -    (15,135)
Exchange gains (losses)   114,885    15,902 
           
INCOME BEFORE PROVISION FOR INCOME TAX   140,603    (945,529)
Add benefit for income taxes   (63,649)   372,400 
           
Net Income (Loss)  $76,954   $(573,129)

 

See notes to financial statements

 

3
 

 

OCEANIC ENTERPRISES, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the years ending December 31, 2009 and 2008

 

       Additional   Retained     
   Common   Paid-in-   Earnings     
   Stock   capital   (Deficit)   Total 
                 
Balance at December 31, 2007  $10,000   $1,000,000   $(214,331)  $795,669 
                     
Net Income (Loss)   -    -    (573,129)   (573,129)
                     
Balance at December 31, 2008  $10,000   $1,000,000   $(787,460)  $222,540 
                     
Net Income (Loss)   -    -    76,954    76,954 
                     
Balance at December 31, 2009  $10,000   $1,000,000   $(710,506)  $299,494 

 

See notes to financial statements

 

4
 

 

OCEANIC ENTERPRISES, INC.

STATEMENT OF CASH FLOWS

For the years ending December 31, 2009 and 2008

 

   2009   2008 
         
Net Income (Loss)  $76,954   $(573,129)
Adjustments to reconcile net income to net cash used by operating activities:          
Depreciation   49,759    100,766 
(Gain) Loss on disposition of assets   -    15,135 
Effect of change in:          
Accounts receivable - Baja Aqua Farms   (645,774)   295,881 
Inventory   (5,659)   4,710,000 
Notes receivable - Baja Aqua Farms   (700,000)   - 
Due from - Rancho Marino   (1,121,390)   (1,035,923)
Prepaid taxes   1,400    - 
Deferred tax asset, net   62,000    (374,000)
Prepaids, employee and other advances   8,380    (14,551)
Deposits   (2,000)   (6,000)
Accounts payable   111,935    (74,922)
Accrued compensated absences   (7,500)   (20,603)
Credit Cards Payable   (1,967)   (23,463)
Amounts due to - Baja Aqua Farms   474,669    (3,420,899)
Accrued interest payable   108,120    2,674 
           
Net cash used by operating activities   (1,591,073)   (419,034)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Proceeds from sale of equipment   -    75,000 
Acquisition of equipment   (12,339)   (5,552)
           
Net cash provided by investing activities   (12,339)   69,448 
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Loans from (repayments to) - Stockholder   (1,384,832)   3,324,237 
           
Net cash provided (use) by financing activities   (1,384,832)   3,324,237 
           
Net Increase (decrease) in cash   (2,988,244)   2,974,651 
CASH, beginning of year   2,995,391    20,740 
           
CASH, end of year  $7,147   $2,995,391 

 

See notes to financial statements.

5
 

 

OCEANIC ENTERPRISES, INC.

NOTES TO THE FINANCIAL STATEMENTS

For the years ending December 31, 2009 and 2008

 

NOTE 1 – NATURE OF THE BUSINESS AND ORGANIZATION

 

In March 2007, Agritrade USA, Inc. changed its name to Oceanic Enterprises, Inc. Oceanic Enterprises, Inc., a California Corporation, (“Oceanic” or the “Company” also doing business as: Midway Services) was formed in November 2000, primarily to provide support and management services to Baja Aqua Farms, S.A. de C.V., a Mexico corporation (“Baja Aqua Farms”) affiliated though certain common ownership. Baja Aqua Farms is engaged in the business of fishing and fish farms off the coast of Baja California, Mexico. The primary product and market of the Baja Aqua Farms is Blue Fin tuna for sale on the Japanese fish exchanges. Oceanic enterprises, Inc. (hereafter, Oceanic) contracts to distribute fish, and provides, support personnel, fish processing, shipping, selling and accounts receivable billing and collection services for the benefit of the Baja Aqua Farms.

 

Oceanic Enterprises, Inc.’s, common stock was 100% owned by AUSA ehf Iceland (“AUSA”) in 2008. In January 2009 AUSA merged with Holshyrna ehf Iceland a private holding company (“Holshyrna”), acquiring the 100% of the stock of Oceanic Enterprises, Inc. Holshyrna and its predecessor AUSA , also owned 99.98% interest in Baja Aqua Farms. In April 2010, Baja Aqua Farms completed a reorganization resulting in Holshyrna owning less than a majority interest in Baja Aqua Farms. As Oceanic and Baja Aqua Farms were no longer under common control or management upon completion of the reorganization, the financial statements of the two entities cannot be combined or consolidated.

 

On July 20, 2010, Holshyrna entered into a stock purchase agreement with Umami Sustainable Seafood Inc. (“Umami”), providing for the sale from Holshyrna of a total of 33% of the equity of Oceanic. The agreement provided for the acquisition of the 33% interest in Oceanic for $0.3 million.

 

As part of the stock purchase agreement, Umami also acquired the option, exercisable by September 15, 2010, to purchase all remaining Oceanic shares in consideration for a cash payment of $0.7 million. On September 15, 2010, Umami exercised the option and on November 30, 2010 Umami completed the acquisition of Oceanic and Oceanic became Umami’s wholly owned subsidiary.

Simultaneously with the acquisition agreements discussed above, Baja Aqua Farms was also acquired by Umami.

 

These financial statements of Oceanic are presented in accordance with the SEC rules for an acquisition of an entity. As such, the financial statements are presented on a stand-alone basis and include only the assets, liabilities and operations of Oceanic and are not consolidated or combined with any other entities controlled or majority owned by Holshyrna which are not part of the acquisition. These financial statements present all the costs of doing business, as no material costs were incurred by Holshyrna on the subsidiary’s behalf that were not billed and paid for by Oceanic.

 

NOTE 2 - BASIS OF PRESENTATION

 

Oceanic maintains its book and records in U.S. dollars and prepares its financial statements in accordance with U.S. generally accepted accounting principles (U.S. GAAP).

 

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

 

Revenue Recognition

For the Year ending December 31, 2008 and up through June 2009, Oceanic’s revenues came from direct sales of fish (acquired exclusively from Baja Aqua Farms) to third parties. In 2009, Oceanic also charged Baja Aqua Farms fees for management and administrative services, commissions, and vessel use fees. Oceanic also administers contracts for processing fish and purchasing of certain supplies and equipment in the US for the benefit of Baja Aqua Farms. Oceanic capitalizes these costs and expenses, which are invoiced to Baja Aqua Farms for full reimbursement. Accordingly, the recovery of these costs and expenses are not included in the revenues, expenses and cash flows of Oceanic.

 

6
 

 

OCEANIC ENTERPRISES, INC.

NOTES TO THE FINANCIAL STATEMENTS, (continued)

For the years ending December 31, 2009 and 2008

 

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES – Continued

 

Oceanic owned and operated a vessel utilized to transport personnel, supplies, equipment and fish harvested to/from the Baja Fish Farms. During 2008, this vessel was sold to Baja Aqua Farms.

 

Cash and Cash Equivalents

Cash and cash equivalents are comprised of short-term, highly liquid investments including certificates of deposits with maturities of 90 days or less. Oceanic maintains cash and cash equivalent balances at a large national financial institution. The accounts are insured by the Federal Deposit Insurance Corporation up to $250,000. From time to time Oceanic’s cash balances exceed the deposit insurance limits. During seasonal periods Oceanic will maintain certain deposits in Japanese yen and hedge contracts as a result of its billing and collection process for fish sold in Japan by Oceanic and for Baja Aqua Farms. Rate exchange gains or losses are credited or charged to the books based upon for Oceanic for its direct sales of fish and reimbursed by Baja Aqua Farms for any sales administered on its behalf.

 

Accounts Receivable – Baja Aqua Farms

At December 31, 2009 and 2008 accounts receivable represent amount due from Baja Aqua Farms for management services, commission, processing fees and reimbursable expenses paid by Oceanic on behalf of Baja Aqua Farms. Accordingly, management believes receivables are fully collectible, and no reserve for allowance for doubtful accounts has been established.

 

Inventory – Cost of Goods Sold

In December 2007, Oceanic entered into an agreement with Baja Aqua Farms to acquire 300,000 kilograms of its Blue Fin inventory for $4,710,000. Under the terms of the agreement, Oceanic was to pay Baja Aqua Farms $380,000 down with the balance payable incrementally over four months ending April 30, 2008. Interest charged to operations and paid for to Baja Aqua Farms under the bulk purchase agreement for the year ending 2008 was $99,435. During 2008, Oceanic acquired $3,065,950 of additional fish inventory from Baja Aqua Farms for sale to third parties. For the years ending December 31, 2009 and 2008, costs of goods sold include $6,691,037 and $7,775,950, respectively; for cost fish acquired exclusively from Baja Aqua Farms for direct sales by Oceanic.

 

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided on the straight-line and accelerated methods over the estimated useful lives of the respective assets, which range from 5 to 10 years. When items of property and equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the results of operations. Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized. For the years ending December 31, 2009 and 2008, $49,459 and $100,766 was charged to depreciation expense; respectively, and $82,069 of the assets had been fully depreciated as of December 31, 2009.

 

Accounts Payable To — Baja Aqua Farms

During fishing and harvest cycles Oceanic provides selling, billing and collection services for Baja Aqua Farms for fish sales. Oceanic provides credit to customers and generally requires no security or collateral. Oceanic performs a regular review of customer activity and uses the direct write-off method for any uncollectible accounts, which are charged to Baja Aqua Farms. These receivable balances are offset by a contra-payable account to Baja Aqua Farms, and when collections are received they are remitted to Baja Aqua Farms. From time to time to Oceanic will retain these deposits to cover cash shortages which are classified as “Amounts due to – Baja Aqua Farms

 

7
 

 

OCEANIC ENTERPRISES, INC.

NOTES TO THE FINANCIAL STATEMENTS, (continued)

For the years ending December 31, 2009 and 2008

 

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES – Continued

 

Income Taxes and Deferred Taxes

Income and deferred taxes has been recorded under the liability method whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect. A deferred income tax asset or liability is computed for the expected future impact of differences between the financial reporting and tax bases of assets and liabilities, as well as the expected future tax benefit to be derived from tax loss and credit carry forwards. Deferred income tax expense is generally the net change during the year in the deferred income tax asset or liability. Valuation allowances are established when realization of deferred tax assets is uncertain. The effect of tax rate changes is reflected in tax expense during the period in which such changes are enacted.

 

Use of Estimates

The preparation of financial statements requires that management make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

 

Reclassifications

Certain reclassifications have been made to the prior year to conform to the current presentation.

 

NOTE 4 – DUE FROM AND NOTES RECEIVABLE - RELATED PARTIES

 

Oceanic converted $700,000 of Baja Aqua Farms accounts receivable to a note which was recorded as a note receivable for a period of one year. All principal and accrued and unpaid interest at rate of 6.5% per annum is due December 1, 2010.

 

Oceanic has makes certain advances to or on behalf of other support entities which are related to Baja Aqua Farms for general financing needs and to acquiring certain assets including Mexican fishing and farming permits: These related entities include:

 

Rancho Marino Guadalupe – an entity established to hold certain assets and farming permits which was owned 99% by Baja Aqua Farms and 1% by Marpesca through January 25, 2010 at which time it was sold to a related party of Baja.

 

Marpesca – an entity established to acquire and hold fishing permits which is owned 49% by Baja Aqua Farms and 51% by an unrelated Mexican national.

 

NOTE 5 – LEASE COMMITMENTS

 

In January 2007 Oceanic entered into a non-cancelable long-term lease commitment for office facilities located in San Diego California. Occupancy commenced in March 2007 with a 62-month term ending in May 2012. As of December 31, 2009, rent was payable monthly at $8,486, plus a percentage of common operating costs. The monthly rent increases of approximately 3% annually each April over the lease term.

 

Oceanic leases numerous residential properties for use by certain maritime and temporary personnel as well as for visiting contractors. The leases were originally signed for one year or less with several converting to month-to-month agreements at the expiration of the original lease term. The total combined monthly rental payments on the residential lease agreements were approximately $6,600 per month as of December 31, 2009.

 

Total rent and occupancy costs charged to operations for the year ending December 31, 2009 and 2008 were $198,628 and $235,411, respectively.

 

8
 

 

OCEANIC ENTERPRISES, INC.

NOTES TO THE FINANCIAL STATEMENTS, (continued)

For the years ending December 31, 2009 and 2008

 

NOTE 5 – LEASE COMMITMENTS – Continued

 

Total minimum annual long-term lease commitments (i.e. agreements lasting longer than one year) as of December 31, 2009 are as follows:

   

Year  Rents 
2010   104,080 
2011   107,063 
2012   45,488 
      
   $256,631 

 

NOTE 6 – DEPOSITS, RELATED LETTER OF CREDIT AND PURCHASE COMMITMENTS

 

Included in Long-Term Deposits at December 31, 2009 and 2008 is a $50,000 deposit held as collateral for an outstanding letter of credit issued for the purpose of obtaining US Customs Carrier Bond (# 259601974) related to the use and operations of the Cape Falcon, (a vessel owned by Baja Aqua Farms used to transport fish, personnel and equipment between US and Mexico), and a $57,990 office lease deposit.

 

NOTE 7 – LOANS PAYABLE – Stockholder

 

During 2008, the majority Stockholder made certain loans from entities controlled by the Stockholder totaling $3,324,237. Notes are due on demand, but management has classified these as long-term based upon the majority Stockholder’s representation. For the year ended December 31, 2008 interest of $90,803 was accrued and charged to operations, at a 7.3% per annum, with $50,630 paid and $40,173 accrued unpaid as of December 31, 2008. For the year ended December 31, 2009 interest of $148,294 was accrued and charged to operations, at a 6.8% per annum, with $40,173 paid and $148,294 accrued unpaid as of December 31, 2009.

 

NOTE 8 – COMMON STOCK

 

Oceanic has a single class of no par value common stock with 200,000 shares authorized, and 10,000 issued and outstanding as of December 31, 2009 and 2008. In January 2009 AUSA ehf merged with Holshyrna ehf (Iceland) a Private holding company, acquiring the 100% of the stock of Oceanic Enterprises, Inc.

 

NOTE 9 - INCOME TAXES

 

The provisions for income taxes for the years ended December 31, 2009 and 2008 are follows:

 

   Year Ended December
31,
 
   2009   2008 
Current Provision  $1,649   $1,600 
Deferred taxes (deferred tax benefit)   62,000    (374,000)
           
Tax provision (benefit)  $63,649   $(372,400)

 

The effective tax rates of 45.3% and 39.4% for the years ended December 31, 2009 and 2008, respectively, differ from the statutory U.S. federal income tax rate of 34% primarily due to state income taxes.

 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

9
 

 

OCEANIC ENTERPRISES, INC.

NOTES TO THE FINANCIAL STATEMENTS, (continued)

For the years ending December 31, 2009 and 2008

 

NOTE 9 – INCOME TAXES – Continued

 

The significant components of the deferred income taxes at December 31, 2009 and 2008 are as follows:

 

   Year Ended December 31, 
   2009   2008 
Accrued compensated absences  $8,000   $9,600 
Net operating losses   424,200    483,800 
Total Deferred Tax Assets   432,200    493,400 
           
Depreciation   (2,200)   (1,400)
Total Deferred Tax Laibilities   (2,200)   (1,400)
           
Deferred tax asset, net  $430,000   $492,000 

 

In assessing the potential realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment.

 

From time to time, the Company may take positions for filing its tax returns which may differ from the treatment of the same item for financial reporting purposes. The ultimate outcome of these items will not be known until the IRS has completed its examination or until the statute of limitations has expired. In these situations, the Company recognizes interest and penalties related to the uncertain tax positions in income tax expense. The Company did not have any accrued interest or penalties related to uncertain tax positions at the years ended December 31, 2009 or 2008. In addition, the Company did not have any unrecognized tax benefits for the years ended December 31, 2009 and 2008.

 

The tax years 2004 to 2009 remain open to examination by federal and state taxing jurisdictions.

 

At December 31, 2009, the Company has tax loss carryforwards available for offset against future taxable income as follows:

 

Available through December 31, 2015  $149,613 
Available through December 31, 2028  $908,594 

 

The net cash paid for income taxes for the years ending December 31, 2009 and 2008 was $200 and $1,600, respectively.

 

NOTE 10 – RELATED PARTY ACCOUNTS AND TRANSACTIONS

 

In May 2001, Oceanic purchased a Vessel known as Cape Falcon with funds advances from Baja Aqua Farm the vessel is flagged in the US and owned by Oceanic for use in supporting the fishing and fish farming activities of Baja Aqua Farms. The advanced funds were converted to $300,000, ten-year term, balloon note with interest at 4.75% per annum payable on demand; all principal and unpaid interest due April 2011. In July 2007, the note was paid in full. In October 2008, Oceanic sold the Cape Falcon and certain related vessel equipment to Baja Aqua Farms for $75,000 resulting in a $15,135 loss included in other income and loss for the year ending December 31, 2008.

 

Attached is a summary schedule of the related party accounts balance and transactions for the year ending December 31, 2009 and 2008.

 

10
 

 

OCEANIC ENTERPRISES, INC.

NOTES TO THE FINANCIAL STATEMENTS, (continued)

For the years ending December 31, 2009 and 2008

 

NOTE 10 – RELATED PARTY ACCOUNTS AND TRANSACTIONS – Continued

 

Summary Schedule of Related Party Accounts Balances and Transactions

 

   2009   2008 
   Assets   Assets 
   (Liabilities)   (Liabilities) 
Assets and Liabilities:          
Other receivables  $-   $8,941 
           
Due from (to) Baja Aqua Farms and subsidiaries:          
Accounts receivable - Baja Aqua Farms  $645,774   $- 
Due from - Rancho Marino   2,157,313    1,035,923 
Notes receivable - Baja Aqua Farms   700,000    - 
Accounts Payable to - Baja Aqua Farms   (1,475,445)   (1,009,101)
Advance from - Marpesa   (8,325)   - 
           
Amounts due from (to) - Baja Aqua Farms and subsidiaries, net  $2,019,317   $26,822 
           
Accrued interest payable - Stockholder  $(148,294)  $(40,174)
           
Notes payable - Stockholder  $(1,939,405)  $(3,324,237)

 

11
 

 

OCEANIC ENTERPRISES, INC.

NOTES TO THE FINANCIAL STATEMENTS, (continued)

For the years ending December 31, 2009 and 2008

 

NOTE 10 – RELATED PARTY ACCOUNTS AND TRANSACTIONS – Continued

 

Summary Schedule of Related Party Accounts Balances and Transactions (continued)

 

   2009   2008 
   Income   Income 
   (Expenses)   (Expenses) 
Revenues - Baja Aqua Farms:          
Fish processing & other services  $4,305   $260,315 
Management fees, commissions and vessel charter fees   1,727,350   $510,040 
           
   $1,731,655   $770,355 
           
Expenses - Baja Aqua Farms:          
Fish purchases  $(6,691,037)  $(7,775,950)
           
Interest expense  $-   $(99,435)
           
Gain (Loss) on sale of assets  $-   $(15,135)
           
Expenses - Others          
Interest expense - Stockholder  $(148,294)  $(90,803)

 

NOTE 11 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through April 13, 2012, the date through which these financial statements were available to be issued.

  

12