tortuga10q053109.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
(Mark
One)
[X] QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended May 31,
2009
[ ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the
transition period from __________ to __________
Commission
file number 333-102945
|
TORTUGA
MEXICAN IMPORTS INC.
|
|
(Exact
name of small business issuer as specified in its
charter)
|
|
Nevada
|
|
98-0379431
|
|
(State
or other jurisdiction of incorporation or organization)
|
|
(IRS
Employer Identification
No.)
|
|
Suite
#219 10654 - 82 Avenue, Edmonton, Alberta T6E 2A7
|
|
(Address
of principal executive
offices)
|
|
780.710.9840
|
|
(Issuer's
telephone number)
|
|
N/A
|
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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. Yes [X] No [ ]
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
|
Non-accelerated
filer “ (Do not check if a smaller reporting
company)
|
Smaller
reporting company X
|
APPLICABLE
ONLY TO CORPORATE ISSUERS
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 25,185,450 common shares
issued and outstanding as of July 14, 2009
Check
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes [ ] No [X]
TORTUGA
MEXICAN IMPORTS, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
BALANCE SHEETS
|
|
May
31,
2009
$
|
|
August
31,
2008
$
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
38 |
|
158 |
|
|
|
|
|
|
|
|
Total
Current Assets
|
38 |
|
158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
38 |
|
158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
13,096 |
|
21,241 |
|
|
Shareholder
advances
|
4,000 |
|
– |
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
17,096 |
|
21,241 |
|
|
|
|
|
|
|
|
Total
Liabilities
|
17,096 |
|
21,241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’
DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock, $.001 par value, 225,000,000 shares authorized, 25,185,450 shares
issued and outstanding at May 31, 2009 and August 31, 2008
|
25,185 |
|
25,185 |
|
|
Additional
paid in capital
|
75,920 |
|
60,920 |
|
|
Deficit
accumulated during the development stage
|
(118,163 |
) |
(107,188 |
) |
|
|
|
|
|
|
|
Total
Stockholders’ Deficit
|
(17,058 |
) |
(21,083 |
) |
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
38 |
|
158 |
|
|
|
|
|
|
|
See
accompanying notes to consolidated financial statements.
TORTUGA
MEXICAN IMPORTS, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
STATEMENTS OF OPERATIONS
Three
and Nine Months Ended May 31, 2009 and 2008 and
from
April 17, 2002 (Inception) through May 31, 2009
(Unaudited)
|
|
|
Three
Months Ended
May 31, 2009
|
|
|
Three
Months Ended
May 31, 2008
|
|
|
Nine
Months Ended
May 31, 2009
|
|
|
Nine
Months Ended
May 31, 2008
|
|
|
April
17, 2002 (Inception) to
May 31, 2009
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUE
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
7,569 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST
OF GOODS SOLD
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(1,333 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS
PROFIT
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
6,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
2,409 |
|
|
|
3,251 |
|
|
|
10,975 |
|
|
|
24,212 |
|
|
|
124,399 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Expenses
|
|
|
2,409 |
|
|
|
3,251 |
|
|
|
10,975 |
|
|
|
24,212 |
|
|
|
124,399 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Operating Loss
|
|
|
(2,409 |
) |
|
|
(3,251 |
) |
|
|
(10,975 |
) |
|
|
(24,212 |
) |
|
|
(118,163 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
|
(2,409 |
) |
|
|
(3,251 |
) |
|
|
(10,975 |
) |
|
|
(24,212 |
) |
|
|
(118,163 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS PER SHARE:
BASIC
AND DILUTED
|
|
|
(0.00 |
) |
|
|
(0.00 |
) |
|
|
(0.00 |
) |
|
|
(0.00 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE SHARES OUTSTANDING:
BASIC
AND DILUTED
|
|
|
25,185,450 |
|
|
|
25,185,450 |
|
|
|
25,185,450 |
|
|
|
25,160,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to consolidated financial statements.
TORTUGA
MEXICAN IMPORTS, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
STATEMENTS OF CASH FLOWS
Nine
Months Ended May 31, 2009 and 2008 and
Period
from April 17, 2002 (Inception) through May 31, 2009
(Unaudited)
| |
|
Nine
Months Ended May 31,
2009
|
|
|
|
Nine
Months Ended May 31,
2008
|
|
|
|
April
17, 2002 (Inception) to May 31, 2009
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Net
loss
|
|
(10,975 |
) |
|
|
(24,212 |
) |
|
|
(118,163 |
) |
|
Adjustments
to reconcile net loss to cash used by
|
|
|
|
|
|
|
|
|
|
|
|
|
operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for services
|
|
– |
|
|
|
– |
|
|
|
655 |
|
|
Impairment
|
|
– |
|
|
|
– |
|
|
|
1,800 |
|
|
Change
in current assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventory
|
|
– |
|
|
|
– |
|
|
|
(1,800 |
) |
|
Accounts
payable and accrued liabilities
|
|
(8,145 |
) |
|
|
9,300 |
|
|
|
13,096 |
|
|
CASH
FLOWS USED IN OPERATING ACTIVITIES
|
|
(19,120 |
) |
|
|
(14,912 |
) |
|
|
(104,412 |
) |
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances
from shareholders
|
|
4,000 |
|
|
|
– |
|
|
|
4,000 |
|
|
Proceeds
from Issuance of common stock
|
|
15,000 |
|
|
|
15,000 |
|
|
|
100,450 |
|
|
CASH
FLOWS PROVIDED BY FINANCING
|
|
19,000 |
|
|
|
15,000 |
|
|
|
104,450 |
|
|
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCREASE (DECREASE) IN CASH
|
|
(120 |
) |
|
|
88 |
|
|
|
38 |
|
|
Cash,
beginning of period
|
|
158 |
|
|
|
100 |
|
|
|
– |
|
|
Cash,
end of period
|
|
38 |
|
|
|
188 |
|
|
|
38 |
|
|
SUPPLEMENTAL
CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
paid
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
Income
taxes paid
|
|
– |
|
|
|
– |
|
|
|
– |
|
See
accompanying notes to consolidated financial statements.
TORTUGA
MEXICAN IMPORTS, INC.
(A
DEVELOPMENT STAGE COMPANY)
Notes
to the Consolidated Financial Statements
May
31, 2009
(Unaudited)
NOTE 1 - BASIS OF
PRESENTATION
The
accompanying unaudited interim financial statements of Tortuga Mexican Imports
Inc. (the "Company") have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission ("SEC"), and should be read in conjunction
with the audited financial statements and notes thereto contained in the
Company's registration statement filed with the SEC on Form 10-K. In the opinion
of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosures contained in the audited
financial statements for the most recent fiscal year August 31, 2008 as reported
in Form 10-K, have been omitted.
NOTE 2 – SHAREHOLDER
ADVANCE
During
the nine months ended May 31, 2009 a shareholder of the Company advanced $4,000
to the Company. There is no written loan agreement. Interest is accrued on these
advances at the rate of 10% per annum. As of May 31, 2009 the interest accrued
on the advances is $255. The advances and accrued interest are payable on
demand.
NOTE 3 –
EQUITY
During
the nine months ended May 31, 2009 the Company subscribed 75,000 shares for cash
proceeds of $15,000. The shares have not been issued.
Item 2. Management's
Discussion and Analysis or Plan of Operation.
FORWARD-LOOKING
STATEMENTS
This
quarterly report contains forward-looking statements as that term is defined in
the Private Securities Litigation Reform Act of 1995. These
statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking
statements by terminology such as "may", "should", "expects", "plans",
"anticipates", "believes", "estimates", "predicts", "potential" or "continue" or
the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors", that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.
Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
Our
financial statements are stated in United States Dollars (US$) and are prepared
in conformity with generally accepted accounting principles in the United States
of America for interim financial statements. The following discussion
should be read in conjunction with our financial statements and the related
notes that appear elsewhere in this quarterly report.
As used
in this quarterly report, the terms "we", "us", "our company", and "Tortuga"
mean Tortuga Mexican Imports Inc., unless otherwise indicated. All
dollar amounts refer to US dollars unless otherwise indicated.
General
Our
Business – General
We were
incorporated on April 17, 2002, under the laws of the State of
Nevada. We have commenced limited operations, and have
generated revenue of $7,569 to date. We are still a development stage
corporation. On January 30, 2007, we approved a nine (9) for one (1) forward
stock split of our authorized, issued and outstanding shares of common stock.
Tortuga amended its Articles of Incorporation by the filing of a Certificate of
Change with the Nevada Secretary of State wherein it stated that it would issue
nine shares for every one share of common stock issued and outstanding
immediately prior to the effective date of the forward stock split. The change
in the Articles of Incorporation was effected with the Nevada Secretary of State
on March 1, 2007. As a result, the authorized capital increased from 25,000,000
to 225,000,000 shares of common stock with a par value of $0.001.
We have
launched our e-commerce site on the Internet for the purpose of engaging in the
business of selling jewelry and crafts online. Our new website is
located at www.shoptortuga.com.
Our initial website was located at www.tortuga-imports.com.
This website has a link to our new recently launched website. Our website
currently offers jewelry designed by our President, Vanessa Avila. Our jewelry
is also currently for sale in select retail locations in Edmonton and Vancouver.
We have imported jewelry and crafts to date but have not yet imported any
furniture. We also import various materials, primarily silverware,
which our President, Vanessa Avila, designs into jewelry which we offer for
sale.
We also
intend to distribute detailed catalogues of fine Mexican furniture and crafts to
interior designers, retailers and decorators in the Province of Alberta,
Canada. We are currently reviewing when to commence production of the
catalogues.
Properties
Our
offices are located at Suite 219-10654 82nd Avenue
SW, Edmonton, Alberta T6E 4A7. We conduct all of our executive and
administrative functions and ship our products to our customers from this
facility. Our office space is an office sharing arrangement being provided as an
accommodation to us by a business associate of Ms. Avila.We are currently
actively searching for new lease office and warehouse space. We will require a
location that provides us with the space necessary to store inventory, package
and label our products, and for office administration. We anticipate locating a
suitable facility in the near future. Our telephone number is (780)
710-9840.
History
From 1995
to 1997, Ms. Avila, one of our directors, traveled extensively throughout the
country of Mexico. During this time, Ms. Avila came in contact with
various producers of fine furniture, jewelry and Mexican crafts. Ms.
Avila was impressed by the opportunity she saw to obtain exceptional Mexican
furniture, jewelry and crafts and effect its reliable delivery to international
buyers. Initially Ms. Avila was traveling throughout Mexico in
pursuit of personal purchases. However, Ms. Avila soon realized that
there was an opportunity to export these fine products abroad. Ms.
Avila cultivated relationships and contacts with various producers throughout
Mexico.
In the
last two years, Ms. Avila has traveled extensively in Mexico and met a wide
variety of individuals and companies that are offering products we intend to
sell through our catalogues and on our e-commerce site.
Our
business plan is to offer Mexican jewelry, furniture and crafts. Originally we
intended to immediately commence the purchasing of furniture, crafts and
jewelry, including the production of a detailed colour catalogue of furniture
after the completion of our SB-2 offering. However, we have conducted market
research since then and, based in large part on the positive response to the
limited quantities of jewelry we have imported and sold, we have determined that
we will initially focus on the sale of jewelry on our website and may not
immediately commence the importation of furniture and the production of a
catalogue. In addition, we plan on offering our jewelry in select third party
retail locations. Our original business plan did not contemplate
selling our jewelry in third party retail locations.
We raised
a total of $68,450 pursuant to our SB-2 registration statement, which was
declared effective on February 22, 2005. We closed the offering on August 22,
2005. In October 2007, the Company received $15,000 for subscriptions for 75,000
shares of the Company’s common stock at a price of $0.20 per
share. In November 2008, the Company received $15,000 for
subscriptions of 75,000 shares. These shares have not been
issued.
Management
did not purchase shares. We have now commenced limited operations, but remain a
development stage enterprise.
Current
Business Operations
We have
commenced operations. We recently launched an e-commerce
website at www.shoptortuga.com.
We have also placed our jewelry, designed by our President, Vanessa Avila, in a
few select retail locations in Edmonton and Vancouver. In addition,
our jewelry is also available at the Aydin Gallery located in the Tinsletown
Mall in Vancouver. The jewelry has been placed on a consignment
basis. We are also currently reviewing when we will develop
catalogues featuring our jewelry along with Mexican furniture and crafts. We
intend to distribute the catalogues to retailers, interior designers and
decorators.
We commenced
sales of our products through our e-commerce website in 2006. Our website
accepts payment by credit card. We have generated limited sales to date from the
sale of our jewelry by our President, Vanessa Avila. Ms. Avila sold the jewelry
to friends, work colleagues and at a temporary booth on the campus of the
University of Calgary in Calgary, Alberta . We have generated $7,569
in revenues to date.
Products
Jewelry
Our
jewelry will be comprised of various materials however, we intend to incorporate
silverware into the majority of the pieces we offer. The silverware will be
purchased primarily from the town of Taxco, in the State of Guerrero,
Mexico. The silverware we offer is characterized by diversity of
design, high quality and originality. We offer unique necklaces,
bracelets, earrings, rings, broaches, pendants, ornaments, cufflinks and key
rings. Each piece of our silver is stamped with a
“925”. This certification means that there are 925 parts of silver in
every 1,000 parts of its metal content.
We
will also use semi-precious gemstones and an eclectic mix of beads and leather
and silver in our jewelry.
Furniture
We no
longer intend to offer a line of rustic Mexican furniture.
Crafts
We will
also offer various crafts including paper mache and ceramics from the State of
Jalisco and elsewhere and hand blown glassware.
We
anticipate acquiring the majority of our craft products from individuals and
family run enterprises in addition to Fonart, a Mexican government organization
that promotes Mexican artisans and sells their wares. We have not yet
reached any agreement or understanding with this supplier.
Marketing,
Advertising and Promotion
We intend
to pursue strategic advertising and marketing campaigns. We intend to
implement an aggressive online advertising and marketing campaign to increase
awareness of our name and to acquire new customers through multiple channels,
including traditional and online advertising, direct marketing and expansion and
strengthening of strategic relationships. Initially, we will
concentrate our efforts on the sale of jewelry on our e-commerce website, www.shoptortuga.com,
and in select third party retail locations. We will seek to promote
its website and attract visitors to it by becoming predominant on major search
engines and banner advertisements on highly trafficked web sites that appeal to
our target audience. In addition, we will promote our website and our
products by conventional advertising and marketing. In November 2005,
some of our jewelry designed by our President Vanessa Avila was featured in a
fashion show during Fashion Week Vancouver 2005.
Once we
have produced our catalogues, we intend to use traditional and non-traditional
methods of marketing for our catalogues. We will distribute our
catalogues to interior designers, decorators, retailers and wholesalers. We will
also seek out strategic relationships with interior designers in hopes of
finding common designing ground to incorporate our products into their client
design recommendations.
Competition
The
Mexican jewelry, furniture and crafts market is highly
fragmented. In addition, the online commerce market in which we
operate is new, rapidly evolving and highly competitive. We expect competition
to intensify in the future because current and new competitors can launch web
sites at a relatively low cost.
There are
not a significant number of online providers of unique Mexican furniture,
jewelry and crafts. Our principal competitor will be retail sellers
of Mexican products. One of the principle obstacles will be the
primary method consumers purchase furniture, that is, in person where products
can be touched and viewed in various lighting. We believe we can
overcome this disadvantage based on: (a) our competitive pricing; and (b) the
unique products we offer which are not available at retail outlets; and (c) the
educational and informative shopping experience we intend to
create.
The
products we intend to offer are readily available in Mexico. We will
allow the customer to select from a wide range of products from various regions
of Mexico from their own home as opposed to traveling to Mexico. Most
of the small suppliers from whom we intend to purchase are not equipped to offer
products online.
Government
Regulation and Supervision
Our
operations are subject to the effects of international treaties and regulations
especially the North American Free Trade Agreement (NAFTA) to which both Canada
and Mexico are parties. We are also subject to the effects of international
trade agreements and embargoes by entities such as the World Trade Organization,
especially from the purchase of goods from our e-commerce website. Generally,
these international trade agreements benefit our business rather than burden it
because they tend to reduce trade quotas, duties, taxes and similar impositions.
However, these trade agreements may also impose restrictions that could have an
adverse impact on our business, by limiting the countries from whom we can
purchase our fabric or other component materials, or limiting the countries
where we might market and sell our products. Also, because we import
all of our products from Mexico, any negative changes to NAFTA would have an
adverse effect our business.
Product
Research and Development
We do not
anticipate that we will expend any significant funds on research and development
over the twelve months ending May 31, 2010.
Employees
Currently
there are no full time or part-time employees of our company. However, our
president, Vanessa Avila, is a consultant of our company, and our
treasurer and chief financial officer, Eduardo Avila, is a part time consultant
of our company. We do not expect an increase in the number of employees over the
next 12 month period. If business is successful and we experience rapid growth,
our current officers and directors may be required to hire new personnel to
improve, implement and administer our operational, management, financial and
accounting systems.
Purchase
or Sale of Equipment
Other
than purchasing computer and office equipment necessary for operating our
business, we do not intend to purchase any significant equipment over the twelve
months ending May 31, 2010.
RISK
FACTORS
Much of
the information included in this quarterly report includes or is based upon
estimates, projections or other "forward-looking statements". Such
forward-looking statements include any projections or estimates made by us and
our management in connection with our business operations. While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions, or other future
performance suggested herein. We undertake no obligation to update
forward-looking statements to reflect events or circumstances occurring after
the date of such statements.
Such
estimates, projections or other "forward-looking statements" involve various
risks and uncertainties as outlined below. We caution readers of this
quarterly report that important factors in some cases have affected and, in the
future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other "forward-looking statements". In evaluating us, our business
and any investment in our business, readers should carefully consider the
following factors.
We
may not be able to obtain the financing and capital required to maintain and
grow our business.
We have
incurred a net loss of $10,975 for the nine months ended May 31, 2009. As of May
31, 2009, we had an accumulated deficit of $118,163. There can be no assurance
that we will generate significant revenues or achieve profitable operations. Our
independent registered public accounting firm’s report on the financial
statements includes an explanatory paragraph which expresses substantial doubt
about our ability to continue as a going concern that our ability to continue
our business is dependant upon our ability to obtain additional capital, among
other things.
We
are in the early stages of our growth and we have only just begun to earn
significant revenue, which makes it difficult to evaluate whether we will
operate profitably.
We are in
the early stages of the growth of our company, which is involved primarily in
the import, design and sale of jewelry, crafts and furniture. As a result, we do
not have a meaningful historical record of sales and revenues nor an established
business track record. We have only recently begun to earn
revenues.
Unanticipated
problems, expenses and delays are frequently encountered in ramping up
production and sales and developing new products, especially in the current
stage of our business. Our ability to continue to successfully develop, produce
and sell our products and to generate significant operating revenues will depend
on our ability to, among other things:
|
•
|
Continue
to successfully import Mexican jewelry, crafts and
furniture;
|
| |
|
|
•
|
successfully
market, distribute and sell our products or enter into agreements with
third parties to perform these functions on our behalf;
and
|
| |
|
|
•
|
obtain
the additional financing that may be required to fully implement our
business
plan.
|
Given our
limited operating history, lack of long-term sales history and other sources of
revenue, there can be no assurance that we will be able to achieve any of these
goals and develop a sufficiently large customer base to be
profitable.
The
future of our company will depend upon our ability to continue to obtain
adequate orders for our products and prompt payment for our products. To the
extent that we cannot achieve our plans and generate revenues which exceed
expenses on a consistent basis and in a timely manner, our business, results of
operations, financial condition and prospects could be materially adversely
affected.
We
depend on third party shippers to deliver our products in a timely manner and as
such we are subject to delays which are out of our control and may lead to a
loss of business.
For the
most part, our customers cannot visit physical stores to pick up our products.
Our product distribution relies instead on third-party delivery services,
including the United States Postal Service, the Mexican Postal Service (Correos
de Mexico), Canada Post and United Parcel Service. Strikes and other
interruptions may delay the timely delivery of customer orders, and customers
may refuse to purchase our products because of this loss of
convenience.
We
may not have access to all of the products we need to start and maintain a
business providing furniture, jewelry and crafts and we do not have any
contracts with suppliers and we may have to slow or cease operations if we fail
to secure an adequate supply of products.
Competition
and unforeseen limited sources of product in the industry could result in
occasional shortages of inventory. We do not have any firm contracts
with any suppliers of furniture, silverware or crafts. We intend to
sell our products without entering into any formal contracts with suppliers. We
may have to slow or cease operations if we fail to secure an adequate supply of
products.
Government
regulation and supervision could restrict our business.
Any
negative changes to international trade agreements and regulations especially
NAFTA or any agreements affecting international trade such as those made by the
World Trade Organization which result in a rise in trade quotas, duties, taxes
and similar impositions , or limiting the countries where we might market and
sell our products, could have an adverse effect on our business. We
import all of our products from Mexico and any negative changes to NAFTA, to
which both Canada and Mexico are signatories, would have an adverse effect on
our business.
Because
our directors have foreign addresses this may create potential difficulties
relating to service of process in the event that you wish to serve them with
legal documents.
Neither
of our current directors and officers have resident addresses in the United
States. One of our current directors is resident in Canada and the other is
resident in Mexico. Because our officers and directors have foreign addresses
this may create potential difficulties relating to the service of legal or other
documents on any of them in the event that you wish to serve them with legal
documents. This is because the laws related to service of process may differ
between Canada, Mexico and the US. Similar difficulties could not be encountered
in serving the company, proper, since our registered address is located in the
United States at 880 - 50 West Liberty Street, Reno, Nevada, 89501.
Because
the SEC imposes additional sales practice requirements on brokers who deal in
our shares which are penny stocks, some brokers may be unwilling to trade them.
This means that you may have difficulty in reselling your shares and may cause
the price of the shares to decline.
Our
shares qualify as penny stocks and are covered by Section 15(g) of the
Securities Exchange Act of 1934 which imposes additional sales practice
requirements on broker/dealers who sell our securities in this offering or in
the aftermarket. For sales of our securities, the broker/dealer must make a
special suitability determination and receive from you a written agreement prior
to making a sale to you. Because of the imposition of the foregoing additional
sales practices, it is possible that brokers will not want to make a market in
our shares. This could prevent you from reselling your shares and may cause the
price of the shares to decline.
We
need to continue as a going concern if our business is to succeed, if we do not
we will go out of business.
Our
independent accountant's report to our audited financial statements for the
period ended August 31, 2008 indicates that there are a number of factors that
raise substantial doubt about our ability to continue as a going concern.
Such factors identified in the report are our accumulated deficit since
inception, our failure to attain profitable operations and our dependence upon
adequate financing to pay our liabilities. If we are not able to continue
as a going concern, it is likely investors will lose their
investments.
Ms.
Avila owns more than 50% of the outstanding shares of our company, so she is
able to decide who are the directors and you may not be able to elect any
directors.
Ms. Avila
owns more than 50% of the issued and outstanding shares of our company and
because of this she is able to elect all of our directors and control our
operations.
The
loss of Ms. Vanessa Avila or other key management personnel would have an
adverse impact on our future development and could impair our ability to
succeed.
Our
performance is substantially dependent upon the expertise of our President, Ms.
Vanessa Avila, and other key management personnel, and our ability to continue
to hire and retain personnel. Ms. Avila spends the majority of her working time
working with our company. It may be difficult to find sufficiently qualified
individuals to replace Ms. Avila or other key management personnel if we
were to lose any one or more of them. The loss of Ms. Avila or any of our key
management personnel could have a material adverse effect on our business,
development, financial condition, and operating results.
We do not
maintain “key person” life insurance on any of our directors or senior executive
officers.
We
do not expect to declare or pay any dividends.
We have
not declared or paid any dividends on our common stock since our inception, and
we do not anticipate paying any such dividends for the foreseeable
future.
Plan
of Operations - Next 12 Months
We have
commenced limited operations, and have generated revenue of $7,569 to
date. We are still a development stage corporation.
We have
launched our e-commerce site on the Internet for the purpose of engaging in the
business of selling jewelry and crafts online. Our new website is
located at www.shoptortuga.com.
Our initial website was located at www.tortuga-imports.com.
This website has a link to our new recently launched website. Our website
currently offers jewelry designed by our President, Vanessa Avila. Our jewelry
is also currently for sale in select retail locations in Edmonton and Vancouver.
We have imported jewelry and crafts to date but have not yet imported any
furniture. We also import various materials, primarily silverware,
which our President, Vanessa Avila, designs into jewelry which we offer for
sale. We intend to continue to sell jewelry on our website and
through select retail locations.
Over the
next twelve months we intend to use funds to commence marketing our products,
purchasing product inventory and for general and administrative expenditures, as
follows:
Estimated Funding Required
During the Next Twelve Months
|
General
and Administrative
|
|
$ |
10,000 |
|
|
Operations
|
|
|
|
|
|
Website
Development and Promotion
|
|
|
2,000
|
|
|
Working
Capital
|
|
|
8,000 |
|
|
Total
|
|
$ |
20,000 |
|
Financial
Condition, Liquidity and Capital Resources
Our
principal capital resources have been through issuance of common stock and
shareholder loans.
At May
31, 2009, there was a working capital deficit of $17,058.
At May
31, 2009, our total assets were $38 which consisted of cash.
At May
31, 2009, our total current liabilities were $17,096.
For the
three months ended May 31, 2009, we incurred expenditures of $2,409 and posted
losses of $2,409. For the three months ending May 31, 2008, we incurred
expenditures of $3,251 and posted losses of $3,251. From
inception to May 31, 2009, we incurred losses of $118,163. The
principal components of the losses for the three months ended May 31, 2009, were
administrative expenses and accounting and audit fees.
Operating
expenses for the three months ending May 31, 2009, were $2,409. Operating
expenses for the three months ending May 31, 2008 which were $3,251 Operating
expenses since inception to May 31, 2009, were $124,399.
For the
nine months ended May 31, 2009, we incurred expenditures of $10,975 and posted
losses of $10,975. For the nine months ending May 31, 2008, we incurred
expenditures of $24,212 and posted losses of $24,212.
Operating
expenses for the nine months ending May 31, 2009, were $10,975. Operating
expenses for the nine months ending May 31, 2008 which were
$24,212.
At May
31, 2009, we had cash of $38. We will require additional financing
before we generate significant revenues. We intend to raise the capital required
to meet any additional needs through sales of our securities in secondary
offerings or private placements. We have no agreements in place to do
this at this time. We completed a financing in 2005 which we raised $68,450
pursuant to an SB-2 registration statement, declared effective February 22,
2005, by selling 684,500 (pre-split) shares of common stock at a price of $0.10
per share. In October 2007, the Company received $15,000 for subscriptions for
75,000 shares of the Company’s common stock at a price of $0.20 per
share. In November 2008, the Company received $15,000 for
subscriptions of 75,000 shares. These shares have not been
issued.
There are
no assurances that we will be able to obtain additional funds required for our
continued operations. In such event that we do not raise sufficient additional
funds by secondary offering or private placement, we will consider alternative
financing options, if any, or be forced to scale down or perhaps even cease our
operations.
APPLICATION
OF CRITICAL ACCOUNTING POLICIES
Our
unaudited financial statements and accompanying notes have been prepared in
conformity with generally accepted accounting principles in the United States of
America for interim financial statements. Preparing financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue, and expenses. These
estimates and assumptions are affected by management's application of accounting
policies. We believe that understanding the basis and nature of the
estimates and assumptions involved with the following aspects of our financial
statements is critical to an understanding of our financials.
Item 3. Controls
and Procedures.
As
required by Rule 13a-15 under the Exchange Act, we have carried out an
evaluation of the effectiveness of the design and operation of our company's
disclosure controls and procedures as of the end of the period covered by this
quarterly report, being May 31, 2009. This evaluation was carried out
under the supervision and with the participation of our company's management,
including our company's president and chief executive officer. Based
upon that evaluation, our company's president and chief executive officer
concluded that our company's disclosure controls and procedures are effective as
at the end of the period covered by this report. There have been no
significant changes in our company's internal controls or in other factors,
which could significantly affect internal controls subsequent to the date we
carried out our evaluation.
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our company's reports filed
or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our company's reports filed
under the Exchange Act is accumulated and communicated to management, including
our company's president and chief executive officer as appropriate, to allow
timely decisions regarding required disclosure.
There
have been no changes in our internal controls over financial reporting during
the most recently completed fiscal quarter that have materially affected or are
reasonably likely to materially affect the Company’s internal control over
financial reporting.
PART
II - OTHER INFORMATION
|
Item 1. Legal
Proceedings.
|
We know
of no material, existing or pending legal proceedings against our company, nor
are we involved as a plaintiff in any material proceeding or pending
litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to our interest.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
None
Item
3. Defaults Upon Senior Securities
None
Item
4. Submission of Matters to a Vote of Security Holders
None
Item
5. Other Information
None
Item 6. Exhibits.
Exhibits
required by Item 601 of Regulation S-B
|
Exhibit
Number
|
Description
|
| |
|
|
3.1
|
Articles
of Incorporation (incorporated by reference from our Registration
Statement on Form SB-2, filed on February 4, 2003).
|
|
3.2
|
By-laws
(incorporated by reference from our Registration Statement on Form SB-2,
filed on February 4, 2003).
|
|
4.1
|
Specimen
Stock Certificate (incorporated by reference from our Registration
Statement on Form SB-2, filed on February 4, 2003).
|
|
31.1
|
Section
302 Certification
|
|
31.2
|
Section
302 Certification
|
|
32.1
|
Section
906 Certification
|
| 32.2 |
Section
906 Certification
|
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.
|
|
TORTUGA
MEXICAN IMPORTS INC.
|
| |
|
|
|
/s/
Vanessa Avila
|
|
Date: July
14, 2009
|
Vanessa
Avila, President and CEO (Principal Executive Officer)
and
|
| |
|
|
|
/s/
Eduardo Avila
|
|
Date: July 14,
2009
|
Eduardo
Avila, CFO (Principal Accounting Officer) and
Director
|