UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

FOR THE QUARTERLY PERIOD ENDED June 30, 2013

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: 000-54822

 

TOA Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		46-0992328
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
C/O Toa Shoko, 1-1-36, Nishiawaji, Higashiyodogawa-ku Osaka 533-0031, Japan		533-0031
(Address of principal executive offices)		(Zip Code)

 

C/O Toa Shoko, 1-1-9-716, Nishiawaji, Higashiyodogawa-ku Osaka 533-0031, Japan

(Former Address of principal executive offices)

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X ]Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X ]Yes [ ] 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		[ ]		Accelerated filer		[ ]
Non-accelerated filer		[ ] (Do not check if a smaller reporting company)		Smaller reporting company		[X]

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

[X ]Yes [ ] No

 

State the number of shares outstanding of each of the issuer’s classes of equity, as of August 12, 2013: 40,000,000 shares of common stock and 1,000,000 shares of preferred stock.

 

-1-

 

TABLE OF CONTENTS

 

TOA HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

 

INDEX

PART I-FINANCIAL INFORMATION

 

ITEM 1	FINANCIAL STATEMENTS		3
Condensed Balance Sheets at September 30, 2012 and June 30, 2013 (unaudited)			3
Condensed Statements of Operations for the Three and Nine Months ended June 30, 2013, and 2012 for the period from September 11, 2012 (Date of Inception) through June 30, 2013 (unaudited)			4
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Period from September 11, 2012 (Date of Inception) through June 30, 2013 (unaudited)			5
Condensed Statements of Cash Flows for the Nine Months ended June 30, 2013, and 2012 and for the Period from September 11, 2012 (Date of Inception) through June 30, 2013 (unaudited)			6
Notes to Condensed Unaudited Financial Statements			7-9
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		10
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		10
ITEM 4	CONTROLS AND PROCEDURES.		10
PART II-OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS		11
ITEM 1A	RISK FACTORS
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		11
ITEM 3	DEFAULTS UPON SENIOR SECURITIES		11
ITEM 4	MINE SAFETY DISCLOSURES		11
ITEM 5	OTHER INFORMATION		11
ITEM 6	EXHIBITS		12
SIGNATURES			12

 

-2-

 

PART I-FINANCIAL INFORMATION

 

ITEM 1

FINANCIAL STATEMENTS

TOA HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS

(UNAUDITED)

 

			As of		As of
			June 30, 2013		September 30, 2012
			(unaudited)		(audited)
ASSETS
Current Assets
	Prepaid expenses	$	-	$	2,500
TOTAL CURRENT ASSETS		$	-	$	2,500
TOTAL ASSETS		$	-	$	2,500
LIABILITIES AND SHAREHOLDER DEFICIT
Current Liabilities
	Accounts payable-Related party	$	4,534	$	2,648
TOTAL CURRENT LIABILITIES		$	4,534	$	2,648
TOTAL LIABILITIES		$	4,534	$	2,648
Stockholders’ Equity (Deficit)
	Common stock ($.0001 par value, 500,000,000 shares authorized,
	40,000,000 shares and 20,000,000 shares issued and outstanding
	as of June 30, 2013 and September 30, 2012)	$	4,000	$	2,000
	Preferred stock ($.0001 par value, 20,000,000 shares authorized;
	1,000,000 shares and none issued and outstanding
	as of June 30, 2013 and September 30, 2012)	$	100	$	-
Additional paid-in capital		$	27,900	$	-
Foreign currency translation adjustment		$	340
Deficit accumulated during the development stage		$	(36,874)	$	(2,148)
TOTAL SHAREHOLDER DEFICIT		$	(4,534)	$	(148)
TOTAL LIABILITIES AND SHAREHOLDER DEFICIT		$	-	$	2,500

 

 

See Accompanying Notes to Condensed Financial Statements

 

-3-

 

TOA HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

										Period from
										September 11, 2012
				Three months	Three months		Nine months	Nine months		(Date of Inception)
				Ended	Ended		Ended	Ended		through
				June 30, 2012	June 30, 2013		June 30, 2012	June 30, 2013		June 30, 2013
Revenues			$	-	-	$	-	-	$	-
Cost of revenues				-	-		-	-		-
Gross profit				-	-		-	-		-
General and Administrative Expenses
		Organization and related expenses	$	-	-	$	-	2,500	$	4,648
		Director's compensation		-	30,000		-	30,000		30,000
		Other expenses		-	4,346		-	4,746		4,746
Total Expenses			$	-	34,346	$	-	37,246		39,394
OTHER INCOME
		Gains from write-off of account payables	$	-	-	$	-	2,648	$	2,648
Total other income				-	-		-	2,648		2,648
NET INCOME (LOSS) BEFORE TAXES			$	-	(34,346)	$	-	(34,598)	$	(36,746)
Income Tax Expenses			$	-	128	$	-	128	$	128
NET INCOME (LOSS)			$		(34,474)	$	-	(34,726)	$	(36,874)
OTHER COMPEHENSIVE INCOME
		Foreign currency translation adjustment	$	-	341	$	-	341	$	341
TOTAL COMPREHENSIVE INCOME (LOSS)			$	-	(34,134)	$	-	(34,386)	$	(36,534)
WEIGHTED AVERAGE SHARES OUTSTANDING				-	35,337,079			25,093,284		24,739,583
NET INCOME(LOSS) PER SHARE			$	(0.00)	(0.00)	$	(0.00)	(0.00)	$	(0.00)

 

 See Accompanying Notes to Unaudited Condensed Financial Statements

 

-4-

 

TOA HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

 

 

											ADDITIONAL		OTHER
	COMMON STOCK					PREFERRED STOCK					PAID IN		COMPREHENSIVE		EARNINGS
	NUMBER		AMOUNT			NUMBER		AMOUNT			CAPITAL		INCOME		(DEFICIT)		TOTALS
September 11, 2012 (Inception) -Shares issued for services rendered-	20,000,000	$	2,000			-	$	-		$	-	$	-	$	-	$	2,000
	-		-			-		-			-		-		(2,148)		(2,148)
Net loss for the period from September 11, 2012 through September 30, 2012
Balance – September 30, 2012 (audited)	20,000,000	$	2,000			-	$	-		$	-	$	-	$	(2,148)	$	(148)
Shares issued for director's compensation, April 22, 2013						1,000,000		100			9,900
Shares issued for director's compensation, April 22, 2013	20,000,000		2,000								18,000
Net loss for the period from October 1, 2012 through June 30, 2013													-		(34,726)		(34,726)
Foreign currency translation adjustment													341
Balance – June 30, 2013	40,000,000	$	4,000			1,000,000	$	100		$	27,900		341	$	(36,874)	$	(4,534)

 

 

 -5-

 

See Accompanying Notes to Unaudited Condensed Financial Statements

  

TOA HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)

 

							Period from
							September 11, 2012
			Nine months		Nine months		(Date of Inception)
			Ended		Ended		through
			June 30, 2013		June 30, 2012		June 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income (loss)	$	(34,474)	$	-	$	(36,874)
	Adjustments to reconcile net loss to net cash used in operating activities
	Stock issued for services rendered		30,000		-		32,000
	Prepaid expenses		-		-		-
	Account payables		4,134				4,534
	Net cash provided by (used in) operating activities	$	(340)	$		$	(4,874)
	Effect of foreign Currency Translation Adjustment	$	340				340
Net Change in Cash and Cash equivalents		$	-	$	-	$	-
Cash and cash equivalents - beginning of period			-		-		-
Cash and cash equivalents - end of period			-		-		-
NONCASH INVESTING AND FINANCING ACTIVITIES
SUPPLEMENTAL INFORMATION
Interest paid			-		-
Income taxes paid			-		-		-

 

 

See Accompanying Notes to Unaudited Condensed Financial Statements

 

-6-

 

TOA HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF June 30, 2013

(UNAUDITED)

 

NOTE 1—ORGANIZATION AND DESCRIPTION OF BUSINESS

 

TOA Holdings Inc. which was previously known as Gold Bullion Acquisition, Inc. (the “Company”), a development stage company, was incorporated under the laws of the State of Delaware on September 11, 2012, with an objective to acquire, or merge with, an operating business.

 

On January 18, 2013, Jeffrey DeNunzio of 780 Reservoir Avenue, #123, Cranston, RI 02910, the sole shareholder of Gold Bullion Acquisition, Inc. (the “Registrant” or “Company”), entered into a Share Purchase Agreement (the “Agreement”) with Hajime Abe, C/O Toa Shoko, 1-1-36, Nishiawaji, Higashiyodogawa- ku, Osaka 533-0031, Japan. Pursuant to the Agreement, Mr. DeNunzio transferred to Hajime Abe, 20,000,000 shares of our common stock which represents all of our issued and outstanding shares in consideration of $34,900.

 

Following the closing of the share purchase transaction, Hajime Abe owns a 100% interest in the issued and outstanding shares of our common stock. Hajime Abe is the controlling shareholder of Gold Bullion Acquisition, Inc. Commensurate with the closing, Gold Bullion Acquisition filed with the Delaware Secretary of State, a Certificate of Amendment to change the name of Registrant to TOA Holdings, Inc.

 

On January 22, 2013, Mr. DeNunzio resigned as our President, Secretary, Treasurer and Director, such resignation is to be effective ten days after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.

 

On January 22, 2013, Mr. Hajime Abe was appointed as Director, President, Secretary and Treasurer, to hold such office ten days after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended.

 

On April 1, 2013, Hajime Abe entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with TOA Holdings, Inc., a Delaware corporation. Pursuant to the Agreement, Hajime Abe will transfer to TOA Holdings, Inc., 1,000,000 shares of TOA Shoko’s common stock which represents all of TOA Shoko’s issued and outstanding shares in consideration of 1,000,000 JPY ($10,089 USD). Following the closing of the share purchase transaction on July 6, 2013, TOA Holdings, Inc. owns a 100% interest in the issued and outstanding shares of TOA Shoko’s common stock. Upon closing TOA Holdings, Inc. is (will be) the controlling shareholder of the Company (TOA Shoko).

 

 

On April 23, 2013, Mr. Hajime Abe entered into stock purchase agreements with 328 new shareholders (“Japanese Shareholders”). Pursuant to these agreements, Mr. Abe sold 31,600,000 shares of common stock of the Company to Japanese Shareholders.

 

We claim an exemption from registration afforded by Section 4(2) and/or Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

 

-7-

 

Note 2 - Significant Accounting Policies

 

Basis of presentation

 

The accompanying condensed unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission ("SEC") to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the period from September 11, 2012 (Inception) through the end of its fiscal year September 30, 2012 and notes thereto contained in the Company's interim period report ending June 30, 2013.

 

Development stage company.

 

The Company is a development stage company as defined by ASC915. Development Stage Entities. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's exploration stage activities.

 

Use of estimates.

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

 

Fiscal year end.

 

The Company elected September 30th as its fiscal year ending date.

 

Cash AND CASH equivalents.

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents totaled $0 at June 30, 2013 and September 30, 2012.

 

Fair value of financial instruments.

 

 

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

 

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

·

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

 

·

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

·

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

 

 -8-

 

COMPREHENSIVE INCOME OR LOSS

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss is defined as the change in equity (net assets) during a period from transactions and other events and circumstances from non-owner sources. Accumulated comprehensive income, as presented in the accompanying statements of owners’ equity consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income or loss is not included in the computation of income tax expense or benefit.

 

Income taxes.

 

 

The Company accounts for income taxes under ASC 740 Income Taxes.  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements 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 in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.  No deferred tax assets or liabilities were recognized as of June 30, 2013 or September 30, 2012.

 

FOREIGN CURRENCY TRANSLATION

 

The company follows ASC 830, Foreign Currency Matters. In accordance with ASC 830-30, “Translation of Financial Statements”, assets and liabilities of the Company whose functional currency is not USD are translated into USD, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of owners’ equity.

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

 

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted.

 

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective year:

 

	Period from October 1, 2012 Through June 30, 2013
Current JPY: US$1 exchange rate	97.42
Average JPY: US$1 exchange rate	90.61

 

 

earnings per common share.

 

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of June 30, 2013.

 

RELATED PARTY TRANSACTIONS

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.  Related party transactions for the periods ending June 30, 2013 and September 30, 2012 totaled $4,534 and $2,648, and were comprised of accounts payable.

 

SHARE-BASED EXPENSE

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees.  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

 

Share-based expense for the nine months ended June 30, 2013 and 2012 was $30,000 and $0, respectively.

 

 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.

 

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

 

NOTE 3—GOING CONCERN

 

The accompanying financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is considered a development stage company and has no current revenue sources. The Company’s management plans to engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

 

NOTE 4—STOCKHOLDER’S EQUITY

 

The capitalization of the Company consists of the following classes of capital stock as of September 30, 2012 and June 30, 2013:

*	Common stock, $0.0001 par value: 500,000,000 shares authorized; 40,000,000 shares issued and outstanding
*	Preferred stock, $0.0001 par value: 20,000,000 shares authorized; 1,000,000 shares and outstanding.

 

Common Stock

On September 27, 2012, the Board of Directors issued 20,000,000 shares of common stock, totaling $2,000 to the founding shareholder in exchange for developing the Company’s business concept and plan.

 

On April 22, 2012, the Company issued 1,000,000 shares of Series A preferred stock valued at $100 to Hajime Abe as director’s compensation.

 

On April 22, 2012, the Company issued 20,000,000 shares of restricted common stock valued at $2,000 to Hajime Abe as director’s compensation.

 

On April 22, 2013, the Company issued 20,000,000 shares of restricted common stock, par value $.0001 and totaling $20,000 to Hajime Abe as director compensation.

 

Preferred stock

On April 22, 2013, the Company issued 20,000,000 shares of preferred stock-Series A, par value $.0001 and totaling $10,000 to Hajime Abe as director compensation.

 

NOTE 5—RELATED-PARTY TRANSACTIONS

 

Accounts payable 

At June 30, 2013 and September 30, 2012 the company had a related-party payable in the amount of $4,534 and $2,648 to its sole officer and director.

 

Other

We neither rent nor own any properties. Until we pursue a viable business opportunity and recognize income, we will not seek office space. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

 

NOTE 6—SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation the following events/transactions have occurred requiring adjustment or disclosure.

 

On April 1, 2013, Hajime Abe entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with TOA Holdings, Inc., a Delaware corporation. Pursuant to the Agreement, Hajime Abe will (and has thus) transferred to TOA Holdings, Inc., 1,000,000 shares of TOA Shoko’s common stock which represents all of TOA Shoko’s issued and outstanding shares in consideration of 1,000,000 JPY ($10,089 USD). Following the closing of the share purchase transaction on July 6, 2013, TOA Holdings, Inc. owns a 100% interest in the issued and outstanding shares of TOA Shoko’s common stock. TOA Holdings, Inc. is the controlling shareholder of the Company.

 

-9-

 

ITEM 2

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

 

PLAN OF OPERATION

The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the “business combination”). In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.

 

The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

 

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.

 

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times hereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company’s securities may depress the market value of the Company’s securities in the future if such a market develops, of which there is no assurance.

 

The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company, which the target company shareholders would acquire in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company’s shareholders at such time.

 

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

 

ITEM 4

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2013. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were ineffective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

 

Material weaknesses noted were: lack of a functioning audit committee; lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives affecting authorization, recordkeeping, custody of assets, and reconciliations; and, management is dominated by a single individual/small group without adequate compensating controls.

 

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

Changes in Internal Controls

 

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter ended June 30, 2013, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

 

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PART II-OTHER INFORMATION

 

ITEM 1

LEGAL PROCEEDINGS

 

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

 

ITEM 1A

RISK FACTORS

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

 

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On January 18, 2013 Jeffrey DeNunzio sold 20,000,000 shares of common stock to Hajime Abe.

 

On April 1, 2013, Hajime Abe entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with TOA Holdings, Inc., a Delaware corporation. Pursuant to the Agreement, Hajime Abe will transfer to TOA Holdings, Inc., 1,000,000 shares of TOA Shoko’s common stock which represents all of TOA Shoko’s issued and outstanding shares in consideration of 1,000,000 JPY ($10,089 USD). Following the closing of the share purchase transaction on July 6, 2013, TOA Holdings, Inc. owns a 100% interest in the issued and outstanding shares of TOA Shoko’s common stock. Upon closing TOA Holdings, Inc. is (will be) the controlling shareholder of the Company (TOA Shoko).

 

On April 22, 2013, the Company issued 1,000,000 shares of restricted Series A preferred stock valued at $100 to Hajime Abe as director’s compensation.

 

On April 22, 2013, the Company issued 20,000,000 shares of restricted common stock valued at $2,000 to Hajime Abe as director’s compensation.

 

On April 23, 2013, Mr. Hajime Abe entered into stock purchase agreements with Japanese 328 new shareholders (“Japanese Shareholders”). Pursuant to these agreements, Mr. Abe sold 31,600,000 shares of common stock of the Company to Japanese Shareholders.

 

We claim an exemption from registration afforded by Section 4(2) and/or Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

 

ITEM 3

DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4

MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5

OTHER INFORMATION

 

None

 

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ITEM 6

EXHIBITS

 

(a)	Exhibits required by Item 601 of Regulation S-K.

 

Exhibit No.		Description
3.1		Certificate of Incorporation, as filed with the Delaware Secretary of State on October 9, 2012. (1)
3.2		By-laws. (1)
31.1		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the quarter ended June 30, 2013. (2)
32.1		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
101.INS		XBRL Instance Document (3)
101.SCH		XBRL Taxonomy Extension Schema (3)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase (3)
101.DEF		XBRL Taxonomy Extension Definition Linkbase (3)
101.LAB		XBRL Taxonomy Extension Label Linkbase (3)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase (3)

____________________

(1)	Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on October 9, 2012, and incorporated herein by this reference.
(2)	Filed herewith.
(3)	Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

 

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 

TOA Holdings Inc.

(Registrant)

 

By: /s/ Hajime Abe 

Hajime Abe, President, Secretary and

Principal Financial Officer

Dated: August 12, 2013

 

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