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EXCEL - IDEA: XBRL DOCUMENT - Toshoan Holdings, Inc.Financial_Report.xls
EX-31.1 - EXHIBIT 31.1 - Toshoan Holdings, Inc.toshoanexhibit311.htm
EX-32.1 - EXHIBIT 32.1 - Toshoan Holdings, Inc.toshoanexhibit321.htm

 

 

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 OCTOBER 31, 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: 000-54893

 

Toshoan Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

     
Delaware   N/A

(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)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

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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 December 16, 2013: 70,000,000 shares of common stock and 1,000,000 shares of preferred stock.

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TABLE OF CONTENTS 

TOSHOAN HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

 

INDEX

 

    Page
PART I-FINANCIAL INFORMATION    
     
ITEM 1 FINANCIAL STATEMENTS   4
Condensed Balance Sheets at January 31, 2013 and October 31, 2013 (Unaudited)   4
Condensed Statements of Operations for the Three and Nine Months ended October 31, 2013, and for the period from January 24, 2013 (Date of Inception) through October 31, 2013 (unaudited)   5
Condensed Statements of Cash Flows for the Nine Months ended October 31, 2013, and for the Period from January 24, 2013 (Date of Inception) through October 31, 2013 (unaudited)   6
Notes to  Condensed Financial Statements   7
ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS   8
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   9
ITEM 4 CONTROLS AND PROCEDURES.   9
     
PART II-OTHER INFORMATION    
     
ITEM 1 LEGAL PROCEEDINGS   9
ITEM 1A RISK FACTORS   9
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   9
ITEM 3 DEFAULTS UPON SENIOR SECURITIES   9
ITEM 4 MINE SAFETY DISCLOSURES   10
ITEM 5 OTHER INFORMATION   10
ITEM 6 EXHIBITS   10
     
SIGNATURES   10

 

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PART I-FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS 

 

TOSHOAN HOLDINGS, INC.
FKA GOLD EAGLE ACQUISITION, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
(UNAUDITED)
           
      As of   As of
      October 31, 2013   January 31, 2013
           
ASSETS        
Current Assets        
  Prepaid expenses $ - $ 2,000
           
TOTAL CURRENT ASSETS $ - $ 2,000
           
TOTAL ASSETS $ - $ 2,000
           
LIABILITIES AND SHAREHOLDER EQUITY        
Current Liabilities        
  Account payables-Related Party $ - $ 2,244
           
TOTAL CURRENT LIABILITIES $ - $ 2,244
           
TOTAL LIABILITIES $ - $ 2,244
           
Stockholders’ Equity (Deficit)        
  Common stock ($.0001 par value, 500,000,000 shares        
  authorized, 20,000,000 shares issued and outstanding        
  as of October 31, 2013 and January 31, 2013) $ 2,000 $ 2,000
  Preferred stock ($.0001 par value, 20,000,000 shares        
  authorized, none issued and outstanding ) $ - $ -
Additional paid in capital   2,438   -
Deficit accumulated during the development stage $  (4,438) $  (2,244)
           
TOTAL SHAREHOLDER EQUITY $ - $  (244)
           
TOTAL LIABILITIES AND SHAREHOLDER EQUITY $ - $ 2,000
           
The accompanying notes are an integral part of these financial statements

 

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TOSHOAN HOLDINGS, INC.
FKA GOLD EAGLE ACQUISITION, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
              Period from
              January 24, 2013
      Three months   Nine months   (Date of Inception)
      Ended   Ended   through
      October 31, 2013   October 31, 2013   October 31, 2013
               
Revenues $ - $ - $ -
Cost of revenues   -   -   -
               
Gross profit   -   -   -
               
General and Administrative Expenses            
  Organization and related expenses $ - $ 2,194 $ 4,438
               
Total Expenses $ - $ 2,194 $ 4,438
               
NET INCOME (LOSS) $                 - $                         (2,194) $                              (4,438)
               
WEIGHTED AVERAGE SHARES OUTSTANDING             20,000,000              20,000,000                        20,000,000
               
NET INCOME(LOSS) PER SHARE $                       (0.00) $                        (0.00) $                                (0.00)
               
The accompanying notes are an integral part of these financial statements

 

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          Period from
          January 24, 2013
      Nine months   (Date of Inception)
      Ended   through
      October 31, 2013   October 31, 2013
           
CASH FLOWS FROM OPERATING ACTIVITIES        
  Net income (loss) $ (2,194) $  (4,438)
  Stock issued for services rendered   -   2,000
  Prepaid expenses  $ 2,000 $ -
  Account payables – related parties $ 194   $ -
           
  Net cash provided by (used in) operating activities $ - $ -
           
CASH FLOWS FROM INVESTING ACTIVITIES        
  Net cash provided by (used in) investing activities $                                   - $                                   -
           
CASH FLOWS FROM FINANCING ACTIVITIES        
  Net cash provided by (used in) financing activities $                                   - $                                   -
           
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        
  Contribution to capital $ 2,438 $ 2,438 
SUPPLEMENTAL INFORMATION        
Interest paid   -   -
Income taxes paid   -   -
           
         
               

 

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TOSHOAN HOLDINGS, INC.

FKA GOLD EAGLE ACQUISITION, INC. 

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

AS OF OCTOBER 31, 2013

(UNAUDITED)

 

 

NOTE 1—ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Toshoan Holdings, Inc. (the “Company”), a development stage company, was incorporated under the laws of the State of Delaware on January 24, 2013, with an objective to acquire, or merge with, an operating business. As of October 31, 2013, the Company had not yet commenced any operations.

 

 

NOTE 2 - 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 January 24, 2013 (Inception) through the end of its fiscal year January 31, 2012 and notes thereto contained in the Company's interim period report ending October 31, 2013.

 

The results of operations for the nine month period ended October 31, 2013 are not necessarily indicative of the results for the full fiscal year ending January 31, 2014.

 

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. These conditions create substantial doubt as to the Company’s ability to continue as a going concern. 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 

 

On June 20, 2013, Jeffrey DeNunzio of 780 Reservoir Avenue, #123, Cranston, RI 02910, the sole shareholder of Gold Eagle 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.

 

Common

The Company has authorized 500,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. There were 20,000,000 and 20,000,000 common shares issued and outstanding at October 31 and January 31,

 

Preferred

The Company has authorized 20,000,000 common shares with a par value of $0.001 per share.

 

There were zero preferred shares issued and outstanding at October 31, 2013 and January 31, 2013

 

NOTE 5 – RELATED-PARTY TRANSACTIONS

 

Accounts payable 

The company had a related-party payable in the amount of $2,438 that was forgiven by the company’s former sole officer and shareholder and treated as a contribution to capital.

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 should be noted.

 

On December 2, 2013, the Company issued 1,000,000 shares of restricted Series A preferred stock valued at $100 to Hajime Abe as director’s compensation. Each share of Series A Preferred Stock shall entitle the holder thereof to one hundred (100) votes on all matters upon which the holders of the Common Stock of the Corporation are entitled to vote.

 

On December 2, 2013, the Company issued 50,000,000 shares of restricted common stock valued at $5,000 to Hajime Abe as director’s compensation at a par value of $.0001 per share.

  

On December 13, 2013, Mr. Hajime Abe entered into stock purchase agreements with approximately 702 Japanese shareholders. Pursuant to these agreements, Mr. Abe sold 65,738,000 shares of common stock in total to these individuals.  Following the sale of these shares, Mr. Abe remains as the controlling shareholder of the company.

 

On December 13, 2013, Hajime Abe entered into a Stock Purchase Agreement with TOA Fishery Co., Ltd. Pursuant to the Agreement, Hajime Abe, at the effective date transferred to Toshoan Holdings, Inc., 20 shares of the common stock of TOA Fishery which represents all of its issued and outstanding shares in consideration of 1,000,000 JPY ($10,089 USD). Following the closing of the share purchase transaction on December 13, 2013, Toshoan Holdings, Inc. gained a 100% interest in the issued and outstanding shares of TOA Fishery’s common stock. Toshoan Holdings, Inc. is now the controlling shareholder of TOA Fishery. Hajime Abe controlled both Toshoan Holdings, Inc. and Toa Fishery Co., Ltd. as of the date of merger therefore resulting in the merger being accounted for similar to a Pooling of Interests for combining entities under common control.

 

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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.

 

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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.

 

LIQUIDITY

 

We have no known demands or commitments and are not aware of any events or uncertainties as of October 31, 2013 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

 

CAPITAL RESOURCES

 

We had no material commitments for capital expenditures as of October 31, 2013 and January 31, 2013.

 

RESULTS OF OPERATIONS

Three months ended October 31, 2013 and 2013 

For the three months ended October 31, 2013 our only expense attributable to our net loss is the amendment to change the corporation’s name which was in the amount of $194.

Nine months ended October 31, 2013 and 2013 

For the nine months ended October 31, 2013 our only expense attributable to our net loss is the amendment to change the corporation’s name which was in the amount of $194.

 

CRITICAL ACCOUNTING POLICIES

 

We prepare our condensed financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed financial statements.

 

While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

 

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURE BOUT 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 October 31, 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 over Financial Reporting 

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter ended October 31, 2013, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

 

 

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 June 20, 2013 Jeffrey DeNunzio sold 20,000,000 shares of common stock to Hajime Abe.

 

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None

 

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ITEM 4 MINE SAFETY DISCLOSURES

Not applicable.

 

ITEM 5 OTHER INFORMATION

None

 

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 February 7, 2013. (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 October 31, 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 February 7, 2013, 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.

 

Toshoan Holdings, Inc.

(Registrant)

 

By: /s/ Hajime Abe

Hajime Abe, President, Secretary and

Principal Financial Officer

Dated: December 16, 2013

 

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