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

FORM 10-Q
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended May 31, 2013

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

For the transition period from ___________ to ___________
 
Commission File No. 333-170091
 
ANTAGA INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
 
Nevada
  EIN 68-0678499
(State or Other Jurisdiction of Incorporation or Organization)
 
(IRS Employer Identification Number)

2368 Second Avenue, 2nd Floor
San Diego, CA 92101
619-688-1116
(Address and telephone number of principal executive offices)
 
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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes   o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
o
Accelerated filer
o
       
Non-accelerated filer
o
Smaller reporting company
x

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

As of July 9, 2013, the registrant had 87,930,000 shares of common stock issued and outstanding.
 


 
 

 
 
INDEX TO FINANCIAL STATEMENTS
 
ANTAGA INTERNATIONAL CORP..
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
 
Item 8.  Financial Statements and Supplementary Data

Balance Sheets as of May 31, 2013 (unaudited) and August 31, 2012 (audited)
  3  
Statements of Operations (Audited) for the three and nine months ended May 31, 2013 and 2012; and the period from inception (June 10, 2009) to May 31, 2013
  4  
Statement of Stockholders’ Equity (Audited) from inception (June 10, 2009) to May 31, 2013
  5  
Statements of Cash Flows (Audited) for the nine month periods ended May 31, 2013 and 2012; and the period from inception (June 10, 2009) to May 31, 2013
  6  
Notes to the Audited Financial Statements
  7  

 
2

 

ANTAGA INTERNATIONAL CORP
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS

 
   
May 31,
   
August 31,
 
   
2013
   
2012
 
Assets        
(audited)
 
Current Assets
           
Cash
  $ -     $ -  
Total Current Assets
    -       -  
Total Assets
  $ -     $ -  
                 
Liabilities and Stockholders’ Equity
 
Accrued Liabilities
    12,900       -  
Total Liabilities
  $ 12,900     $ -  
                 
Stockholders’ Equity
               
Common stock, $0.001 par value, 100,000,000 shares
               
authorized; 87,930,000 shares issued and outstanding
    87,930       87,930  
Additional paid-in-capital
    (59,930 )     (59,930 )
Deficit accumulated during the development stage
    (40,900 )     (28,000 )
Total stockholders’ equity
    (12,900 )     0  
Total liabilities and stockholders’ equity
  $ -     $ 0  
 
*
Common Stock and Additional paid-in-capital Balances have been restated to reflect an 18:1 Forward split -effective  on October 1, 2012
 
The accompanying notes are an integral part of these financial statements.
 
 
3

 
 
ANTAGA INTERNATIONAL CORP
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTH PERIODS ENDED MAY 31, 2013 AND 2012, AND
FOR THE PERIOD FROM JUNE 10, 2009 (INCEPTION) To MAY 31, 2013

 
   
Three Months Ended
   
Three Months Ended
   
Nine Months Ended
   
Nine Months Ended
   
Period From
June 10, 2009 (Inception), to
 
   
May 31, 2013
   
May 31, 2012
   
May 31, 2013
   
May 31, 2012
   
May 31, 2013
 
                               
Expenses
 
General and Administrative Expenses
  $ 4,300     $ 3,000     $ 12,900     $ 17,100     $ 40,900  
Net (loss) from Operation before Taxes
    (4,300 )     (3,000 )     (12,900 )     (17,100 )     (40,900 )
Provision for Income Taxes
    0       0       0       0       0  
                                         
Net (loss)
  $ (4,300 )   $ (3,000 )   $ (12,900 )   $ (17,100 )   $ (40,900 )
                                         
(Loss) per common share – Basic and diluted
  $ (0 )   $ (0 )   $ (0 )   $ (0 )        
                                         
Weighted Average Number of Common Shares Outstanding
    87,930,000       87,930,000       87,930,000       87,930,000          
 
The accompanying notes are an integral part of these financial statements.
 
 
4

 
 
ANTAGA INTERNATIONAL CORP
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM JUNE 10, 2009 (INCEPTION) TO MAY 31, 2013

 
   
Number of Common Shares *
   
Amount *
   
Additional Paid-in Capital *
   
Deficit accumulated During Development stage
   
Total
 
                               
Balance as of August 31, 2011
    87,930,000     $ 87,930     $ (62,930 )   $ (10,770 )   $ 14,230  
                                         
Forgiveness of debt - Officer Loan
                  $ 3,000               3,000  
                                         
Net (loss) for the fiscal year ended August 31, 2012
                          $ (17,230 )   $ (17,230 )
                                         
Balance as of August 31, 2012
    87,930,000     $ 87,930     $ (59,930 )   $ (28,000 )   $ 0  
                                         
Net (loss) for the nine month period ended May 31, 2013
                          $ (12,900 )   $ (12,900 )
                                         
Balance as of May 31, 2013
    87,930,000     $ 87,930     $ (59,930 )   $ (40,900 )   $ (12,900 )
 
*
Balances have been restated to reflect an 18:1 Forward split - effective on October 1, 2012
 
The accompanying notes are an integral part of these financial statements.
 
 
5

 
 
ANTAGA INTERNATIONAL CORP
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTH PERIODS ENDED  MAY 31, 2013 AND 2012, AND
FOR THE PERIOD FROM JUNE 10, 2009 (INCEPTION) TO MAY 31, 2013

 
   
Nine Months Ended
May 31, 2013
   
Nine Months Ended
May 31, 2012
   
Period From
June 10, 2009 (Inception), to
May 31, 2013
 
Operating Activities
                 
Net (loss)
  $ (12,900 )   $ (17,100 )   $ (40,900 )
Net cash (used) for operating activities
                       
Increase in Accounts Payable
    12,900               12,900  
                         
Net cash (used) for operating activities
    -       (17,100 )     (28,000 )
Financing Activities
                       
                         
Loans from Director
    -       3,000       3,000  
Sale of common stock
    -       -       25,000  
Net cash provided by financing activities
    -       -       28,000  
                         
Net increase (decrease) in cash and equivalents
    -       (17,100 )     -  
                         
Cash and equivalents at beginning of the period
    -       14,230       -  
Cash and equivalents at end of the period
  $ -     $ (2,870 )   $ 0  
                         
Supplemental cash flow information:
                       
Cash paid for:
                       
Interest
  $ -     $ -     $ -  
Taxes
  $ -     $ -     $ -  
Non-Cash Activities
  $ -     $ -     $ -  
 
The accompanying notes are an integral part of these financial statements
 
 
6

 
 
ANTAGA INTERNATIONAL CORP
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2013 and 2012 (unaudited)

 
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business
Antaga International Corp (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on June 10, 2009. The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.” Since inception through June 10, 2009, the Company has not generated any revenue and has accumulated losses of $40,900. The Company plan is to develop business operations in nutritional supplements distribution and is working to that end.

Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Going Concern
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $40,900 as of May 31, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.

Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At May 31, 2013 and 2012 the Company's bank deposits did not exceed the insured amounts.

Basic Income (Loss) Per Share
The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.

Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
 
7

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the three and six month periods ended May 31, 2013 and 2012.

Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted an August 31 fiscal year end.

Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Recent accounting pronouncements
We have reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and we do not believe any of these pronouncements will have a material impact on the company.

Use of Estimates
The preparation of financial statements in conformity with 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Stock-Based Compensation
As of May 31, 2013 and 2012, the Company has not issued any stock-based payments to its employees.
Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123(R) (ASC 718). To date, the Company has not adopted a stock option plan and has not granted any stock options.

Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
 
 
8

 
 
NOTE 2 – COMMON STOCK

On October 1, 2012, the Company affected an 18:1 forward stock split pursuant to which each outstanding share of the Company’s pre-split common stock was split into eighteen post-split shares of common stock.

The Company at May 31, 2013 had 100,000,000 common shares authorized with a par value of $ 0.001 per share.

Total shares outstanding as of May 31, 2013 and 2012 were 87,930,000

(Pre-Split activity)

On July 21, 2009, the Company issued 2,500,000 shares of its common stock at $0.001 per share for total proceeds of $2,500. On August 14, 2009, the Company issued 675,000 shares of its common stock at $0.008 per share for total proceeds of $5,400. On August 27, 2009, the Company issued 450,000 shares of its common stock at $0.01 per share for total proceeds of $4,500. On October 2, 2009, the Company issued 1,260,000 shares of its common stock at $0.01 per share for total proceeds of $12,600.
 
NOTE 3 – INCOME TAXES
 
As of May 31, 2013, the Company had net operating loss carry forwards of $40,900 that may be available to reduce future years’ taxable income through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
 
 
9

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

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
RESULTS OF OPERATIONS
 
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

THREE and NINE MONTH PERIOD ENDED May 31, 2013 COMPARED TO THE THREE and NINE MONTH PERIOD ENDED May 31, 2012.

Our net loss for the three and Nine month periods ended May 31, 2013 were $4,300 and $12,900 respectively compared to a net loss of $3,000 and $17,100 respectively during the three and nine month periods ended May 31, 2012. During the three and nine month periods ended May 31, 2013, the Company did not generate any revenue.

During the three and nine month periods ended May 31, 2013, we incurred general and administrative expenses of $4,300 and $12,900 respectively compared to $3,000 and $17,100 respectively incurred during the three and nine month periods ended May 31, 2012. The expenses incurred during the nine month period ended May 31, 2013 consisted of $900 of transfer agent fees, $7,500 of accounting related fees and $3,000 in legal fees which was similar to the prior year expenses which were generally related to corporate overhead, financial and administrative contracted services..

The weighted average number of shares outstanding was 87,930,000 for the three and six month periods ended May 31, 2013 and 2012.
 
 
10

 

LIQUIDITY AND CAPITAL RESOURCES
 
NINE MONTHS ENDED MAY 31, 2013

As of May 31, 2013, our current assets were $0 as compared to $0 as of August 31, 2012, and our total liabilities as of May 31, 2013 were $12,900 as compared to $0 as of August 31, 2012.

Stockholders’ equity was ($12,900) as of May 31, 2013 as compared to $0 as of August 31, 2012.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six month period ended May 31, 2013, net cash flows used in operating activities was a net loss of ($12,900).

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments.  For the nine month period ended May 31, 2013, there was $0 cash generated from financing activities.  For the period from inception (June 10, 2010) to May 31, 2013, net cash provided by financing activities was $28,000 with $25,000 received from issuances of common stock.
 
UNREGISTERED SALES OF EQUITY SECURITIES
 
The following table sets forth, as of May 31, 2013 the beneficial ownership of the outstanding common stock by: (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. Unless otherwise indicated, each of the stockholders named in the table below has sole voting and dispositive power with respect to such shares of common stock. As of the date of this Current Report, there are 87,930,000 shares of common stock issued and outstanding.
 
Name and Address of Beneficial Owner
 
Amount and Nature of Beneficial Ownership
   
Percentage of Beneficial Ownership
 
             
             
Juan Tellez (1)
    45,000,000       51.2 %
                 
All executive officers and directors as a group (0 persons)
    45,000,000       51.2 %
 
(1)  
Juan Tellez acquired these shares on May 6, 2013 in a private transaction from OTC Investment Management Limited, a BVI corporation.
 
 
11

 
 
CHANGES IN CONTROL OF REGISTRANT
 
On May 6, 2013, Juan Tellez acquired control of forty five million (45,000,000) shares of the Company’s issued and outstanding common stock, representing approximately 51.2% of the Company’s total issued and outstanding common stock, from Mark Zouvas in accordance with a private share purchase agreement.
 
Mark Zouvas resigns
 
Effective May 6, 2013, Mark Zouvas resigned from all positions with the Company, including, but not limited to that of Chief Financial Officer, Secretary, Treasurer, principal financial officer, principal accounting officer and a member of the Board of Directors.  The resignation did not involve any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
 
Effective May 6, 2013 Juan Tellez was appointed as President and the sole Director of the Company as well as Chief Financial Officer, Secretary, Treasurer, principal financial officer, and principal accounting officer.
 
In 2007 Mr. Tellez worked for the Banco De Bogota as a credit Analyst. From 2009-2010 The worked for Grupo Inmobiliaro Pamar SA as a commercial assessor. Through 2012 Mr. Tellez was the assistant plant and equipment manager for Consorcio Impregilo OHL based in Bogota Colombia.
 
Mr. Tellez holds a degree in Industrial Engineering from the Universidad Pontificia Bolivariana, in Santander, Colombia.
 
ITEM 4T.  CONTROLS AND PROCEDURES
 
Management’s Report on Disclosure Controls and Procedures
 
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of February 28, 2013 using the criteria established in “ Internal Control - Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of May 31, 2013, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
 
 
12

 

1.
We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
 
2.
We did not maintain appropriate cash controls – As of May 31, 2013, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.
 
3.
We did not implement appropriate information technology controls – As at May 31, 2013, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of May 31, 2013 based on criteria established in Internal Control—Integrated Framework issued by COSO.
 
Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of May 31, 2013, that occurred during our third fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
 
 
13

 
 
PART II.  OTHER INFORMATION
 
ITEM 1.  Legal Proceedings

None

ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds
 
None
 
ITEM 3.  Defaults Upon Senior Securities
 
None
 
ITEM 4.  Mine Safety Disclosures
 
None
 
ITEM 5.  Other Information
 
None
 
 
14

 
 
ITEM 6.  Exhibits

31.01
 
Certification of Principal Executive Officer Pursuant to Rule 13a-14 (Filed herewith)
     
31.02
 
Certification of Principal Financial Officer Pursuant to Rule 13a-14 (Filed herewith)
     
32.01
 
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act (Filed herewith)
     
32.02
 
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act (Filed herewith)
 
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) 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.
 
 
15

 
 
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.

 
ANTAGA INTERNATIONAL CORP.
 
       
Dated: July 15, 2013
By:
/s/ Juan Tellez
 
   
Juan Tellez
 
    President and Chief Executive Officer and Chief Financial Officer  
 
 
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