Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.Financial_Report.xls
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R9.htm
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R4.htm
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R8.htm
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R5.htm
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R7.htm
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R3.htm
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R2.htm
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R1.htm
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R6.htm
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R15.htm
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R18.htm
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R11.htm
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R14.htm
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R13.htm
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R19.htm
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R12.htm
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R17.htm
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R10.htm
XML - IDEA: XBRL DOCUMENT - East Shore Distributors, Inc.R16.htm
EX-32.2 - EXHIBIT 32.2 - East Shore Distributors, Inc.ex32-2.htm
EX-31.1 - EXHIBIT 31.1 - East Shore Distributors, Inc.ex31-1.htm
EX-31.2 - EXHIBIT 31.2 - East Shore Distributors, Inc.ex31-2.htm
EX-32.1 - EXHIBIT 32.1 - East Shore Distributors, Inc.ex32-1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: November 30, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___________ to____________

Commission File Number: 001-35757

EAST SHORE DISTRIBUTORS, INC.
(Exact name of registrant as specified in its charter)

Nevada
27-2838091
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

1020 Fourth Avenue
Wall Township, NJ 07719
(Address of principal executive offices and zip code)

(732) 414-7302
(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, and (2) has been subject to such filing requirements for the past 90 days. Yes ý 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 (§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 ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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
ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

As of January 11, 2013, there were 39,755,000 shares outstanding of the registrant’s common stock.
 
 
 

 
 
TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
     
Item 1.
Financial Statements.
1
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
9
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
12
     
Item 4.
Controls and Procedures.
12
     
PART II – OTHER INFORMATION
     
Item 1.
Legal Proceedings.
13
     
Item 1A.
Risk Factors.
13
     
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds.
13
     
Item 3
Defaults Upon Senior Securities.
13
     
Item 4.
Mine Safety Disclosures.
13
     
Item 5.
Other Information.
13
     
Item 6.
Exhibits.
13
     
Signatures
14

 
 
 

 
 
PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements.

 
East Shore Distributors, Inc.
(A Development Stage Company)
Financial Statements
November 30, 2012
(Unaudited)
 
 
 

 
 
CONTENTS 
 
    Page(s)
     
Balance Sheets – November 30, 2012 (Unaudited) and February 29, 2012   1
     
Statements of Operations –
Three Months Ended November 30, 2012 and 2011, Nine Months Ended November 30, 2012 and 2011, from June 11, 2010 (Inception) to
November 30, 2012 (Unaudited)
   2
     
Statement of Stockholders’ Equity –
June 11, 2010 (Inception) to November 30, 2012 (Unaudited) 
  3
     
Statements of Cash Flows –
Nine Months Ended November 30, 2012 and 2011, from June 11, 2010 (Inception) to November 30, 2012 
  4
     
Notes to Financial Statements (Unaudited)   5 - 8
 
 
 

 
 
East Shore Distributors, Inc.
(A Development Stage Company)
Balance Sheets
 
   
November 30, 2012
   
February 29, 2012
 
   
(Unaudited)
       
Assets
 
             
Current Assets
           
Cash
  $ 30,411     $ 13,661  
Inventory
    -       45,735  
Total Current Assets
    30,411       59,396  
                 
Total Assets
  $ 30,411     $ 59,396  
                 
Liabilities and Stockholders' Equity
 
                 
Current Liabilities
               
Accounts payable
  $ 4,099     $ 52,735  
Loan payable - related party
    24,000       3,000  
Total Current Liabilities
    28,099       55,735  
                 
Stockholders' Equity
               
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding
    -       -  
Common stock, $0.0001 par value, 100,000,000 shares authorized; 39,755,000 shares issued and outstanding
    3,976       3,976  
Additional paid-in capital
    18,724       18,724  
Deficit accumulated during the development stage
    (20,388 )     (19,039 )
Total Stockholders' Equity
    2,312       3,661  
                 
Total Liabilities and Stockholders' Equity
  $ 30,411     $ 59,396  
 
See accompanying notes to financial statements
 
 
1

 

East Shore Distributors, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)

   
Three Months Ended November 30,
   
Nine Months Ended November 30,
    June 11, 2010
(Inception) to
 
   
2012
   
2011
   
2012
   
2011
   
November 30, 2012
 
Revenue
  $ 40,780     $ -     $ 151,380     $ 11,700     $ 219,660  
                                         
Cost of revenue
    33,787       -       125,526       9,556       184,584  
                                         
Gross profit
    6,993       -       25,854       2,144       35,076  
                                         
General and administrative expenses
    11,799       6,595       27,203       15,772       55,464  
                                         
Net loss
  $ (4,806 )   $ (6,595 )   $ (1,349 )   $ (13,628 )   $ (20,388 )
                                         
Net loss per common share - basic and diluted
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )
                                         
Weighted average number of common shares outstanding during the period - basic and diluted
    39,755,000       39,754,778       39,755,000       37,680,639       38,031,921  

See accompanying notes to financial statements
 
 
2

 
 
East Shore Distributors, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
From June 11, 2010 (Inception) to November 30, 2012
(Unaudited)
 
   
Common Stock, $0.0001 Par Value
    Additional
Paid In
    Deficit
Accumulated during
    Total
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Development Stage
   
Equity
 
                               
Issuance of common stock - founder ($0.0001/share)
    36,000,000     $ 3,600     $ -     $ -     $ 3,600  
                                         
Net income from June 11, 2010 (inception) to February 28, 2011
    -       -               645       645  
                                         
Balance - February 28, 2011
    36,000,000       3,600       -       645       4,245  
                                         
Issuance of common stock ($0.001/share)
    3,600,000       360       3,240       -       3,600  
                                         
Issuance of common stock ($0.10/share)
    155,000       16       15,484       -       15,500  
                                         
Net loss for the year ended February 29, 2012
    -       -       -       (19,684 )     (19,684 )
                                         
Balance - February 29, 2012
    39,755,000       3,976       18,724       (19,039 )     3,661  
                                         
Net loss for the nine months ended November 30, 2012
    -       -       -       (1,349 )     (1,349 )
                                         
Balance - November 30, 2012
    39,755,000     $ 3,976     $ 18,724     $ (20,388 )   $ 2,312  
 
See accompanying notes to financial statements
 
 
3

 
 
East Shore Distributors, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)

   
Nine Months Ended November 30,
    June 11, 2010 (Inception) to  
   
2012
   
2011
   
November 30, 2012
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (1,349 )   $ (13,628 )   $ (20,388 )
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Changes in operating assets and liabilities:
                       
(Increase)/Decrease in:
                       
Inventory
    45,735       -       -  
Increase/(Decrease) in:
                       
Accounts payable
    (48,636 )     4,713       4,099  
Net Cash Used In Operating Activities
    (4,250 )     (8,915 )     (16,289 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds from loan payable - related party
    21,000       -       24,000  
Proceeds from issuance of common stock - founder
    -       -       3,600  
Proceeds from issuance of common stock
    -       19,100       19,100  
Net Cash Provided By Financing Activities
    21,000       19,100       46,700  
                         
Net increase in Cash
    16,750       10,185       30,411  
                         
Cash - Beginning of Period
    13,661       7,245       -  
                         
Cash - End of Period
  $ 30,411     $ 17,430     $ 30,411  
                         
SUPPLEMENTARY CASH FLOW INFORMATION:
                       
Cash Paid During the Period for:
                       
Income Taxes
  $ -     $ -     $ 97  
Interest
  $ -     $ -     $ -  
 
See accompanying notes to financial statements
 
 
4

 
 
East Shore Distributors, Inc.
(A Development Stage Company)
Notes to Financial Statements
November 30, 2012
(Unaudited)
 
 
Note 1 – Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial information.

The financial information as of February 29, 2012, is derived from audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended February 29, 2012.  The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the year ended February 29, 2012.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting.  Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows.  It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.  The interim results for the period ended November 30, 2012, are not necessarily indicative of results for the full fiscal year.

Note 2 – Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

East Shore Distributors, Inc. (the “Company”), was incorporated in the State of Nevada on June 11, 2010.

The Company currently markets and distributes a variety of consumer products.

Development Stage

The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include debt and equity based financing and implementation of the business plan. The Company has not generated a significant amount of revenues from operations since inception.

Revenue Recognition

The Company records revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) product delivery has occurred, (3) the sales price to the customer is fixed or determinable and (4) collectability is reasonably assured.  Depending on the relationship with the customer, the Company recognizes revenue upon shipment or arrival at destination.  There is no stated right to return and there have been no returns.
 
 
5

 
 
East Shore Distributors, Inc.
(A Development Stage Company)
Notes to Financial Statements
November 30, 2012
(Unaudited)
 
The Company reported revenues from the following countries:
 
   
Three
Months
Ended
November 30,
2012
   
%
   
Three
Months
Ended
November 30,
2011
   
%
   
Nine
Months
Ended
November 30,
2012
   
%
   
Nine
Months
Ended
November 30,
2011
   
%
   
June 11,
2010
(Inception) to
November 30,
2012
   
%
 
United States
  $ 40,780       100 %   $ -       -     $ 151,380       100 %   $ 11,700       100 %   $ 198,660       90 %
Brazil
    -       -       -       -       -       -       -       -       21,000       10 %
Total
  $ 40,780       100 %   $ -       -     $ 151,380       100 %   $ 11,700       100 %   $ 219,660       100 %


The Company’s sales concentrations for the nine months ended November 30, 2012 and 2011, respectively, is as follows:

Customer
 
2012
   
2011
 
A
    86%       -%  
B
    14%       100%  

Risks and Uncertainties

The Company operates in an industry that is subject to rapid change.  The Company’s operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. At November 30, 2012 and February 29, 2012, the Company had no cash equivalents.
 
 
6

 
 
East Shore Distributors, Inc.
(A Development Stage Company)
Notes to Financial Statements
November 30, 2012
(Unaudited)
 
Earnings per Share

Basic earnings (loss) per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities.  Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock warrants, using the treasury stock method (by using the average stock price for the period determine the number of shares assumed to be purchased from the exercise of warrants), and convertible debt, using the if-converted method.  Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. The Company has no common stock equivalents since inception.

Fair Value of Financial Instruments

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants.  As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability.  The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

The following are the hierarchical levels of inputs to measure fair value:

 
·
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets;

 
·
Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means; and

 
·
Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The Company’s financial instruments consisted primarily of cash, accounts payable, and loan payable – related party.  The carrying amounts of the Company’s financial instruments generally approximate their fair values as of November 30, 2012 and February 29, 2012, due to the short-term nature of these instruments.

Recent Accounting Pronouncements

There are no recent accounting pronouncements expected to affect the Company.

Note 3 – Going Concern

As reflected in the accompanying financial statements, the Company has net cash used in operations of $4,250 for the nine months ended November 30, 2012, and a deficit accumulated during the development stage of $20,388 at November 30, 2012.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue its operations is dependent on Management's plans, which may include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.  The Company may need to incur liabilities with certain related parties to sustain the Company’s existence.
 
 
7

 
 
East Shore Distributors, Inc.
(A Development Stage Company)
Notes to Financial Statements
November 30, 2012
(Unaudited)
 
The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives.  The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future.  There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 – Loan Payable – Related Party

During November 2010, the Company’s Chief Executive Officer advanced $3,000.  The loan is non-interest bearing, unsecured and due on demand.

During June 2012, the Company’s Chief Executive Officer advanced $9,000. The loan is non-interest bearing, unsecured and due on demand.

During October 2012, the Company’s Chief Executive Officer advanced $12,000. The loan is non-interest bearing, unsecured and due on demand.

Note 5 – Stockholders’ Equity

In June 2010, the Company issued 36,000,000 shares of common stock to its founder for $3,600 ($0.0001).

In July 2011, the Company issued 3,600,000 shares of common stock for $3,600 ($0.001/share).

In August and September 2011, the Company issued 155,000 shares of common stock for $15,500 ($0.10/share).
 
 
8

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

THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT.  THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE.  THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS.

Plan of Operation

Our plan of operations over the next twelve months includes (i) the continued marketing and selling of our existing product line to purchasers in the United States and South American markets; (ii) the development of our website to enable e-commerce transactions and (iii) expanding our product offerings to include other unique products.  In order to implement our plan of operation, we will need to obtain outside funding or additional funding from our Chief Executive Officer.

Currently and for the foreseeable future, the Company will continue to use third parties to manufacture the products the Company sells to its customers.  The Company will continue to source and discretely select the best manufacturers able to deliver high quality, reliable, safe and effective products.

The Company believes that it will need a minimum of $100,000 to cover its planned operations over the next 12 months.  This estimate includes (i) $40,000 for product marketing, including exhibiting our products at various trade shows; (ii) $20,000 for research and development costs; and (iii) and $40,000 for general and administrative costs.

Results of Operations

For the Three Months Ended November 30, 2012 Compared to the Three Months Ended November 30, 2011

Revenue

For the three months ended November 30, 2012, revenue from operations were $40,780, compared to $0 for the three months ended November 30, 2011, an increase of $40,780.  The increase is related to increased sales of our products.  The revenue was primarily derived from the sale of our prenatal DSS tablets.  Since inception on June 11, 2010 to November 30, 2012, our revenue from operations was $219,660.

Cost of Revenue

Our cost of revenue for the three months ended November 30, 2012, was $33,787, compared to $0 for the three months ended November 30, 2011.  The $33,787 increase is related to an increase in the sales of our products.  Since inception on June 11, 2010 to November 30, 2012, our cost of revenue was $184,584.
 
Gross Profit

For the three months ended November 30, 2012, gross profit from sales, before taking into account general and administrative expenses was $6,993, compared to $0 for the three months ended November 30, 2011, resulting in an increase of $6,993.  The increase is related to an increase in sales of our products.  Since inception on June 11, 2010 to November 30, 2012, gross profit from sales was $5,076.
 
 
9

 

General and Administrative Expenses

General and administrative expenses for the three months ended November 30, 2012, was $11,799, resulting in a net loss of $(4,806), compared to general and administrative expenses of $6,595 for the three months ended November 30, 2011, which resulted in a net loss of $(6,595).  This decrease in expenses was primarily due to a reduction in professional fees related to the Company’s SEC reporting requirements.  General and administrative expenses for the three months ended November 30, 2012, primarily consisted of professional fees of $5,000.  Since inception on June 11, 2010 to November 30, 2012, general and administrative fees were $55,464, resulting in a net loss since inception of $(20,388).

For the Nine Months Ended November 30, 2012 Compared to the Nine Months Ended November 30, 2011

Revenue

For the nine months ended November 30, 2012, revenue from operations were $151,380, compared to $11,700 for the nine months ended November 30, 2011, an increase of $139,680.  The increase is related to increased sales of our products.  The revenue was primarily derived from the sale of our prenatal DSS tablets.

Cost of Revenue

Our cost of revenue for the nine months ended November 30, 2012, was $125,526, compared to $9,556 for the nine months ended November 30, 2011, an increase of 115,970 which is related to an increase of sales of our products.
 
Gross Profit

For the nine months ended November 30, 2012, gross profit from sales, before taking into account general and administrative expenses was $25,854, compared to $2,144 for the nine months ended November 30, 2011, resulting in an increase of $23,710.

General and Administrative Expenses

General and administrative expenses for the nine months ended November 30, 2012, was $27,203, resulting in a net loss of $(1,349), compared to general and administrative expenses of $15,772 for the nine months ended November 30, 2011, which resulted in a net loss of $(13,628).  This increase in expenses was related to an increase in operations.  General and administrative expenses for the nine months ended November 30, 2012, primarily consisted of professional fees of $18,490.

Liquidity & Capital Resources

As of November 30, 2012, the Company had a cash balance of $30,411.  On July 29, 2011, the Company sold an aggregate of 3,600,000 shares of its common stock to 3 investors for a total consideration of $3,600.  On August 30, 2011, the Company commenced a private placement for up to 1,000,000 shares of its common stock, of which the Company sold only 155,000 shares for total consideration of $15,500.  The Company believes that such funds will be insufficient to fund its expenses over the next twelve months.  There can be no assurance that additional capital will be available to the Company.  The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

On November 22, 2010, Mr. Fridman, the Company’s Chief Executive Officer, loaned the Company $3,000 cash in exchange for a promissory note.  On June 19, 2012, Mr. Fridman loaned the Company an additional $9,000 cash in exchange for a promissory note.  On October 18, 2012, Mr. Fridman loaned the Company an additional $12,000 cash in exchange for a promissory note.  These notes are non-interest bearing, unsecured and due on demand.  At this time, the Company has not paid back any portion of the loan.  Mr. Fridman has orally agreed to lend additional funds to the Company in the event capital is required for the operations of the Company.

However, there is no guarantee that our Chief Executive Officer will lend us the funds we need to continue our operations.  There is no minimum or maximum amount of funds that the Chief Executive Officer agreed to lend.  Since our Chief Executive Officer is committed to ensuring that the Company can operate its business, they have each agreed to be responsible for this Company’s operating expenses for the next 12 months if outside financing is not available.  Notwithstanding that our Chief Executive Officer is committed to ensuring that the Company can operate its business, Mr. Fridman is not legally or contractually obligated to lend us any money.  Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.  We currently have no commitments with any person for any capital expenditures.
 
 
10

 

Using an annualized figure of $30,000 for our costs, including professional and legal services (e.g. bookkeeping, audit costs, attorney fees, advertising, transfer agent and EDGAR services), costs are approximately $2,500 a month.  Given the amount of cash currently on hand, we expect our current cash reserves to last for approximately 12 months.

Over the next 12 months would like to raise a minimum of $80,000 and a maximum of $200,000 in order to continue our marketing plan and expand our customer base.  To achieve our goals, a large portion of the funds raised will be invested in advertising, marketing, travel and product development expenses.  Our success is contingent upon having enough capital to build a strong customer base to support the business.  We hope to raise additional funds within the next six months.  A private placement is the most likely scenario for the Company to achieve success in raising additional funds for its operations.  There are no discussions with any parties at this point in time for additional funding; however, we will attempt to discuss our business plan with various brokers in the U.S.

Completion of our plan of operations is subject to attaining adequate revenue.  We cannot assure investors that adequate revenues will be generated.  In the absence of our projected revenues, we may be unable to proceed with our plan of operations.  Even without adequate revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to achieve our profit, revenue, and growth goals.

We anticipate that our operational, and general and administrative expenses for the next 12 months will total approximately $100,000.  These expenses will be financed through the Company’s cash on hand of $30,411 as of November 30, 2012, plus approximately $70,000 in capital raised from future sales of our common stock.  We do not anticipate the purchase or sale of any equipment.  We also do not expect any significant additions to the number of employees, unless adequate financing is raised.  The foregoing represents our best estimate of our cash needs based on current planning and business conditions.  The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan.

Critical Accounting Policies and Estimates

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”).  GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported.  These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition.  We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied.  We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.  Actual results may differ materially from these estimates under different assumptions or conditions.  We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 of our financial statements.  While all these significant accounting policies impact its financial condition and results of operations, we view certain of these policies as critical.  Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates.  Actual results may differ from those estimates.  Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

Recent Accounting Pronouncements

There are no recent accounting pronouncements expected to affect the Company.
 
 
11

 

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4.  Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports we file pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), to allow timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide a reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  Management designed the disclosure controls and procedures to provide reasonable assurance of achieving the desired control objectives.

We carried out an evaluation, under the supervision and with the participation of our management, including our PEO and PFO, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report.  Based upon that evaluation, the PEO and PFO concluded that the Company’s disclosure controls and procedures were effective.

(b) Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the quarter ended November 30, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
12

 
 
PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.  There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A.  Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K, filed with the SEC on June 13, 2012.

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

Not applicable.

Item 3.  Defaults Upon Senior Securities.

There were no defaults upon senior securities during the quarter ended November 30, 2012.

Item 4.  Mine Safety Disclosures.

Not applicable.

Item 5.  Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

Item 6.  Exhibits.

 Exhibit No.
Description
   
31.1
Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002 *
   
31.2
Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002 *
   
32.1
Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
   
32.2
Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
 
101.INS**
XBRL Instance
 
101.SCH**
XBRL Taxonomy Extension Schema
 
101.CAL**
XBRL Taxonomy Extension Calculation
 
101.DEF**
XBRL Taxonomy Extension Definition
 
101.LAB**
XBRL Taxonomy Extension Labels
 
101.PRE**
XBRL Taxonomy Extension Presentation
 
* filed herewith
 
** XBRL
Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
13

 
 
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.


     
EAST SHORE DISTRIBUTORS, INC.
           
           
Date: January 14, 2013
 
By:
 /s/ Alex Fridman
 
       
Name: Alex Fridman
 
       
Title: Chief Executive Officer
          (Principal Executive Officer)
          (Principal Financial Officer)
          (Principal Accounting Officer)
 

14