[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Florida | 65-0921319 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
Large accelerated filer ¨ | Accelerated filer ¨ | |
Non-accelerated filer ¨
(Do not check if a smaller reporting company)
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Smaller reporting company þ |
Page
Number
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PART I - FINANCIAL INFORMATION
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Item 1.
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Financial Statements (Unaudited)
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1 |
Condensed Balance Sheet – March 31, 2011 and 2010
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1 | |
Condensed Statement of Operations – | ||
For the three months ended March 31, 2011 and 2010 |
2
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Condensed Statements of Cash Flows –
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For the three months ended March 31, 2011 and 2010 |
3
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Condensed Notes to Financial Statements
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5 | |
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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9 |
Item 3.
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Quantitative and Qualitative Disclosures about Market Risk
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12
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Item 4.
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Controls and Procedures
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13 |
PART II - OTHER INFORMATION
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Item 1.
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Legal Proceedings
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14 |
Item 1A.
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Risk Factors | |
Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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14 |
Item 3.
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Defaults upon Senior Securities
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14 |
Item 4.
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(Removed and reserved)
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14 |
Item 5.
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Other Information
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14 |
Item 6.
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Exhibits
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14 |
SIGNATURES
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15 |
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Unaudited |
Audited
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March 31, |
December 31,
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2011 |
2010
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ASSETS
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CURRENT ASSETS
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Cash
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$ | 6,694 | $ | 1,685 | ||||
Inventory
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8,820 | 8,820 | ||||||
TOTAL CURRENT ASSETS
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$ | 15,514 | $ | 10,505 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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CURRENT LIABILITIES
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Accounts payable and accrued expenses
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$ | 9,203 | $ | 7,311 | ||||
Notes payable, officers and stockholders
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60,000 | 50,000 | ||||||
TOTAL CURRENT LIABILITIES
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69,203 | 57,311 | ||||||
STOCKHOLDERS’ DEFICIT
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Preferred stock, no stated value
Authorized - 10,000,000 shares
Issued and outstanding -0- shares
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- | - | ||||||
Common stock, no par value
Authorized - 100,000,000 shares
Issued and outstanding - 48,300,000 shares at March 31, 2011 and December 31, 2010
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243,454 | 243,454 | ||||||
Deficit accumulated during the development stage
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(297,143 | ) | (290,260 | ) | ||||
TOTAL STOCKHOLDERS’ DEFICIT
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(53,689 | ) | (46,806 | ) | ||||
TOTAL LIABILITIES AND
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STOCKHOLDERS’ DEFICIT
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$ | 15,514 | $ | 10,505 |
May 11, 1999 | ||||||||||||
(Inception) | ||||||||||||
To | ||||||||||||
2011
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2010
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March 31, 2011
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REVENUES
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$ | 0 | $ | 296 | $ | 1,976 | ||||||
OPERATING EXPENSES
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6,883 | 5,986 | 299,119 | |||||||||
NET (LOSS)
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$ | (6,883 | ) | $ | (5,690 | ) | $ | (297,143 | ) | |||
NET (LOSS) PER SHARE
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Basic and diluted
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$ | (.00 | ) | $ | (.00 | ) | ||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
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Basic and diluted
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48,300,000 | 48,300,000 |
May 11, 1999 | ||||||||||||
(Inception) | ||||||||||||
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To | |||||||||||
2011
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2010
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March 31, 2011 | ||||||||||
CASH FLOWS FROM
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OPERATING ACTIVITIES:
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Net (loss)
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$ | (6,883 | ) | $ | (5,690 | ) | $ | (297,143 | ) | |||
Adjustments to reconcile net (loss) to net cash provided (used) by operating activities:
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Common stock issued for services
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- | - | 3,635 | |||||||||
Stock based compensation
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- | - | 45,474 | |||||||||
Changes in operating assets and liabilities:
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Accounts receivable
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- | (8 | ) | - | ||||||||
Inventory
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- | 16 | (8,820 | ) | ||||||||
Accounts payable and accrued expenses
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1,892 | 5,756 | 9,203 | |||||||||
NET CASH PROVIDED (USED) IN OPERATING ACTIVITIES
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(4,991 | ) | 74 | (247,651 | ) | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES
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- | - | - | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from notes payable, stockholders
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10,000 | - | 60,000 | |||||||||
Issuance of common stock for cash
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- | - | 192,000 | |||||||||
Cash contributed by stockholder
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- | - | 2,345 | |||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
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10,000 | - | 254,345 | |||||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
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5,009 | 74 | 6,694 | |||||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
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1,685 | 469 | - | |||||||||
CASH AND CASH EQUIVALENTS, END OF YEAR
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$ | 6,694 | $ | 543 | $ | 6,694 |
May 11, 1999 | ||||||||||||
(Inception) | ||||||||||||
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To | |||||||||||
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2011
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2010
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March 31, 2011 | |||||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
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CASH PAID DURING THE YEAR FOR:
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Interest
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$ | - | $ | - | $ | - | ||||||
Taxes
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$ | - | $ | - | $ | - | ||||||
NON-CASH INVESTING ACTIVITIES
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Stock-based compensation
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$ | - | $ | - | $ | 45,474 |
NOTE 1
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business and History of Company
Don Marcos Trading Co. (“the Company”) is a development stage enterprise incorporated on May 11, 1999 in the state of Florida. The Company is the sole importer and distributor of Don Marcos coffee.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.
Fair value of financial instruments
For certain Company instruments, including cash and accounts payable and accrued expenses, the carrying amounts approximate fair value due to their short maturities.
Net Loss Per Share
The Company adopted ASC 260, that requires the reporting of both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with ASC 260, any anti-dilutive effects on net income (loss) per share are excluded.
Revenue Recognition
The Company recognizes revenue from product sales when shipment of product to the customer has been made, which is when title passes. The Company estimates and records provisions for rebates, sales returns and allowances in the period the sale is recorded. Shipping and handling charges are included in gross sales, with the related costs included in selling, general and administrative expenses.
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NOTE 1
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Inventory
Inventory is stated at the lower of cost (determined by the first-in, first-out method) or market. Inventories are adjusted for estimated obsolescence and written down to net realizable value based upon estimates of future demand, technology developments, and market conditions.
Common Stock Issued for Non-Cash Transaction
It is the Company’s policy to value stock issued for non-cash transactions, such as services, at the fair market value of the goods or services received or the consideration granted, whichever is more readily determinable, at the date the transaction is negotiated.
Income Taxes
Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in ASC 740, "Accounting for Income Taxes". As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.
Stock Based Compensation
Effective November 1, 2005, the Company adopted ASC 718, “Compensation-Stock Compensation.” Under this method, compensation cost is recognized on or after the effective date for the portion of outstanding awards, for which the requisite service has not yet been rendered, based on the grant date fair value of those awards. For stock-based awards issued on or after November 1, 2005, the Company recognizes the compensation cost on a straight-line basis over the requisite service period for the entire award. Measurement and attribution of compensation cost for awards that are unvested as of the effective date of ASC 718 are based on the same estimate of the grant-date or modification-date fair value and the same attribution method used previously under ASC 718.
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NOTE 1
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Development Stage Enterprise
The Company is a development stage enterprise, as defined in ASC 915. The Company’s planned principal operations have not commenced, and accordingly, only nominal revenue has been derived during this period.
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NOTE 2
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GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.
The Company’s development activities since inception have been financially sustained by issuance of common stock and through stockholder contributions and loans. The Company may raise additional funding to continue its operations through contributions and loans from the current shareholders and stock issuance to other investors.
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.
Management plans to eliminate the going concern situation which includes, but is not limited to, obtaining investors to fund the working capital needs of the Company.
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NOTE 3
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INVENTORY
Inventory consists of the following at March 31, 2011 and December 31, 2010.
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2011 | 2010 | |||||
Materials | $ | 8,820 | $ | 8,820 |
NOTE 4
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NOTES PAYABLE, OFFICERS AND STOCKHOLDERS
At March 31, 2011, the Company had the following notes payable to the officers/stockholders of the Company:
Note dated April 9, 2010 for $25,000. The note accrues interest at 1%, is unsecured and is due on October 9, 2011.
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NOTE4
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NOTES PAYABLE, OFFICERS AND STOCKHOLDERS (CONTINUED)
Note dated November 5, 2010 for $25,000. The note accrues interest at 1%, is unsecured and is due on October 9, 2011.
Note dated March 28, 2011 for $10,000. The note accrues interest at 1%, is unsecured and is due on March 28, 2012.
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NOTE 5
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SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date which the financial statements were available for issue.
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ITEM 2.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Three Months Ended | Three Months Ended | |||||||||||
March 31, 2011
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March 31, 2010
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Increase/
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(Unaudited)
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(Unaudited)
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(Decrease)
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Revenue
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$ | - | $ | 296 | $ | ( 296 | ) | |||||
Operating expenses
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6,883 | 5,986 | $ | 897 | ||||||||
Net (loss)
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( 6,883 | ) | ( 5,690 | ) | $ | ( 1,193 | ) | |||||
Net (loss) per share
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$ | ( 0.00 | ) | $ | ( 0.00 | ) | $ | (0.00 | ) |
March 31,
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March 31,
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2011
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2010 | |||||||
Current assets
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$ | 15,514 | $ | 9,469 | ||||
Current liabilities
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69,203 | 27,325 | ||||||
Deficit
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$ | ( 53,689 | ) | $ | ( 17,856 | ) |
ITEM 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 4.
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CONTROLS AND PROCEDURES
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ITEM 1.
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LEGAL PROCEEDINGS
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ITEM 1A.
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RISK FACTORS
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ITEM 2.
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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ITEM 3.
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DEFAULTS UPON SENIOR SECURITIES
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ITEM 4.
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(REMOVED AND RESERVED)
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ITEM 5.
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OTHER INFORMATION
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ITEM 6.
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EXHIBITS
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No.
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Title
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10.1
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Promissory Note with Steven W. Hudson, dated March 28, 2011
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31.1
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Certification of President Pursuant to the Securities Exchange Act of 1934, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification of Chief Financial Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32
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Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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DON MARCOS TRADING CO. | |||
DATED: May 13, 2011
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/s/ Earl T. Shannon | |
BY: Earl T. Shannon
ITS: President
(Principal Executive Officer)
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/s/ Scott W. Bodenweber | |||
BY: Scott W. Bodenweber
ITS: Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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