UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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: July 31, 2009 |
¨ | 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: 000-51388
CONO ITALIANO, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada | 84-1665042 |
(State or Other Jurisdiction of | (IRS Employer Identification |
Incorporation or Organization) | Number) |
10 Main Street
Keyport, NJ 07735
(Address of Principal Executive Offices)
908-675-6360
(Registrant Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year,
If Changed Since Last Report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x 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 (§ 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). 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. (Check one):
Large Accelerated Filer | ¨ | Accelerated Filer | ¨ |
| | | |
Accelerated Filer | ¨ | 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). Yes x No o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: The Issuer had 485,113 shares of Common Stock, par value $.001, outstanding as of September 14, 2009.
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION | |
| |
Item 1: Financial Statements | 5 |
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 |
Item 3: Quantitative and Qualitative Disclosures About Market Risk | 13 |
Item 4: Control and Procedures | 13 |
| |
PART II: OTHER INFORMATION | |
| |
Item 1: Legal Proceedings | 15 |
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds | 15 |
Item 3: Defaults Upon Senior Securities | 15 |
Item 4: Submission of Matters to a Vote of Security Holders | 15 |
Item 5: Other Information | 15 |
Item 6: Exhibits | 16 |
| |
SIGNATURES | 17 |
PART I: FINANCIAL INFORMATION
This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “contemplates,” “continues,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should,” or, in each case, their negative or other variations or comparable terminology. You should read statements that contain these words carefully because they:
| • | discuss future expectations; |
| • | contain projections of future results of operations or financial condition; or |
| • | state other “forward-looking” information. |
We believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The risk factors and cautionary language discussed in this Quarterly Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including among other things:
| • | the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government actions relating to the Company; |
| • | changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in changes in demand for products or services; |
| • | terrorist activities and international hostilities, which may adversely affect the general economy, financial and capital markets; |
| • | the Company’s business strategy and plans; |
| • | the introduction, withdrawal, success and timing of business initiatives and strategies; |
| • | harm to the Company’s reputation; |
| • | fluctuations in customer demand; |
| • | management of rapid growth; |
| • | the impact of increased competition; |
| • | the impact of future acquisitions; and |
| • | the ability to attract and retain highly talented professionals. |
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report. In addition, even if our results of operations, financial condition and liquidity, and developments in the industry in which we operate, are consistent with the forward-looking statements contained in this Quarterly Report, those results or developments may not be indicative of results or developments in subsequent periods. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of such statements.
All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report. Except to the extent required by applicable laws and regulations, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events.
Unless otherwise provided in this Quarterly Report, references to the “Company,” the “Registrant,” the “Issuer,” “we,” “us,” and “our” refer to Cono Italiano, Inc.
Item 1: Financial Statements
CONO ITALIANO, INC.
(Formerly Known As Tiger Renewable Energy Ltd.)
(A Development Stage Company)
BALANCE SHEET
| | July 31 | | | January 31 | |
| | 2009 | | | 2009 | |
| | (unaudited) | | | (audited) | |
| | | | | | |
ASSETS | | | | | | |
Current assets: | | | | | | |
| | | | | | |
Cash | | $ | 916 | | | $ | 19,223 | |
Sundry current assets | | | - | | | | 8,203 | |
| | | | | | | | |
TOTAL CURRENT ASSETS | | | 916 | | | | 27,426 | |
| | | | | | | | |
Prepaid expenses (Note 3) | | | 376,445 | | | | | |
| | | | | | | | |
Investment (Note 4) | | | - | | | | 1,000,000 | |
| | | | | | | | |
TOTAL ASSETS | | $ | 377,361 | | | $ | 1,027,426 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
| | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 210,132 | | | $ | 1,214,855 | |
Notes payable (note 5) | | | 63,488 | | | | 40,311 | |
| | | | | | | | |
TOTAL CURRENT LIABILITIES | | | 273,620 | | | | 1,255,166 | |
| | | | | | | | |
| | | | | | | | |
STOCKHOLDERS' EQUITY | | | | | | | | |
| | | | | | | | |
Common stock, $.001 par value, 100,000,000 shares authorized, 485,113 shares issued and outstanding | | | 29,107 | | | | 19,374 | |
Additional paid-in capital | | | 7,789,935 | | | | 7,116,532 | |
Deficit accumulated during development stage | | | (7,723,393 | ) | | | (7,363,646 | ) |
Other Comprehensive Income | | | 8,092 | | | | - | |
| | | | | | | | |
Total Stockholders' Equity | | | 103,741 | | | | (227,740 | ) |
| | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 377,361 | | | $ | 1,027,426 | |
The accompanying notes are an integral part of the financial statements
CONO ITALIANO, INC.
(Formerly Known As Tiger Renewable Energy Ltd.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Three Months and Six Months Ended July 31, 2009 and 2008 and Period from September 9, 2004 (Inception) through July 31, 2009
(unaudited)
| | Three months | | | Six months | | | Inception | |
| | Ended | | | Ended | | | Ended | | | Ended | | | through | |
| | July 31 | | | July 31 | | | July 31 | | | July 31 | | | July 31 | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2009 | |
| | | | | | | | | | | | | | | |
General & administrative expenses | | $ | 339,671 | | | $ | 277,821 | | | $ | 362,360 | | | $ | 438,340 | | | $ | 2,826,129 | |
Loss on disposal of investment | | | | | | | | | | | | | | | | | | | 4,946,306 | |
Interest (revenue) expense | | | 1,265 | | | | 12,642 | | | | 1,265 | | | | 18,632 | | | | (11,657 | ) |
Foreign exchange (gain) loss | | | 334 | | | | 3,439 | | | | (3,878 | ) | | | 9,817 | | | | 4,163 | |
| | | | | | | | | | | | | | | | | | | | |
| | | 341,270 | | | | 332,456 | | | | 359,747 | | | | 505,343 | | | | 7,764,941 | |
| | | | | | | | | | | | | | | | | | | | |
Minority interest in Joint Venture | | | | | | | ( 9,647 | ) | | | - | | | | ( 14,191 | ) | | | ( 41,548 | ) |
| | | | | | | | | | | | | | | | | | | | |
NET LOSS | | $ | 341,270 | | | $ | 322,809 | | | $ | 359,747 | | | $ | 491,152 | | | $ | 7,723,393 | |
| | | | | | | | | | | | | | | | | | | | |
Basic and diluted loss per common share | | $ | 0.87 | | | $ | 1.03 | | | $ | 1.00 | | | $ | 1.59 | | | $ | N/A | |
| | | | | | | | | | | | | | | | | | | | |
Weighted average number of common shares outstanding | | | 393,117 | | | | 312,234 | | | | 359,503 | | | | 309,306 | | | | N/A | |
The accompanying notes are an integral part of the financial statements
CONO ITALIANO, INC.
(Formerly Known As Tiger Renewable Energy Ltd.)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
From September 9, 2004, (Inception) through July 31, 2009 ( unaudited)
Stockholders Deficiency | | Shares | | | Common stock Authorized 100,000,000 Shares, Par value $0,001 | | | Additional paid in Capital | | | Deficit Accumulated During the Development Stage | | | Other Comprehensive Income (Loss) | | | Total | |
| | | | | | | | | | | | | | | | | | |
Shares issued to founders for cash | | | 466,667 | | | $ | 28,000 | | | $ | (27,600 | ) | | $ | - | | | $ | - | | | $ | 400 | |
Contribution to capital by founders | | | - | | | | - | | | | 7,650 | | | | - | | | | - | | | | 7,650 | |
Net loss | | | - | | | | - | | | | - | | | | (9,508 | ) | | | - | | | | (9,508 | ) |
Balances at November 30, 2004 | | | 466,667 | | | $ | 28,000 | | | $ | (19,950 | ) | | $ | (9,508 | ) | | $ | - | | | $ | (1,458 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Shares issued for cash | | | 119,379 | | | | 7,163 | | | | 95,185 | | | | - | | | | - | | | | 102,348 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Offering Costs | | | - | | | | - | | | | (20,000 | ) | | | - | | | | - | | | | (20,000 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Contribution to capital by founders | | | - | | | | - | | | | 34,200 | | | | - | | | | - | | | | 34,200 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | | - | | | | - | | | | - | | | | (58,819 | ) | | | - | | | | (58,819 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balances at November 30, 2005 | | | 586,046 | | | $ | 35,163 | | | $ | 89,435 | | | $ | (68,327 | ) | | $ | - | | | $ | 56,271 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Voluntary surrender common shares | | | (416,667 | ) | | | (25,000 | ) | | | 25,000 | | | | - | | | | - | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Compensation relating to the joint venture | | | 83,333 | | | | 5,000 | | | | 138,000 | | | | - | | | | - | | | | 143,000 | |
Shares and warrants issued for cash | | | 8,333 | | | | 500 | | | | 999,500 | | | | - | | | | - | | | | 1,000,000 | |
Contribution to capital by founders | | | - | | | | - | | | | 17,533 | | | | - | | | | - | | | | 17,533 | |
Stock-based compensation | | | - | | | | - | | | | 74,766 | | | | - | | | | - | | | | 74,766 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | | - | | | | - | | | | - | | | | (511,635 | ) | | | - | | | | (511,635 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balances at November 30, 2006 | | | 261,045 | | | $ | 15,663 | | | $ | 1,344,234 | | | $ | (579,962 | ) | | $ | - | | | $ | 779,935 | |
Shares and warrants issued for stock payable | | | 4,167 | | | | 250 | | | | 499,750 | | | | - | | | | - | | | | 500,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation | | | - | | | | - | | | | 31,522 | | | | - | | | | - | | | | 31,522 | |
Net Loss | | | - | | | | - | | | | - | | | | (295,772 | ) | | | - | | | | (295,772 | ) |
Balances at January 31, 2007 | | | 265,212 | | | $ | 15,913 | | | $ | 1,875,506 | | | $ | (875,734 | ) | | $ | - | | | $ | 1,015,685 | |
Shares and warrants issued for cash | | | 37,500 | | | | 2,250 | | | | 4,497,750 | | | | - | | | | - | | | | 4,500,000 | |
Shares issued pursuant to exercise of stock options | | | 3,667 | | | | 220 | | | | 10,780 | | | | - | | | | - | | | | 11,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation | | | - | | | | - | | | | 166,038 | | | | - | | | | - | | | | 166,038 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | | - | | | | - | | | | - | | | | (961,835 | ) | | | - | | | | (961,835 | ) |
Balances at January 31, 2008 | | | 306,379 | | | $ | 18,383 | | | $ | 6,550,074 | | | $ | (1,837,569 | ) | | $ | - | | | $ | 4,730,888 | |
Shares issued in exchange of note payable | | | 12,851 | | | | 771 | | | | 500,425 | | | | - | | | | - | | | | 501,196 | |
Shares issued in exchange of accounts payable | | | 2,594 | | | | 156 | | | | 55,867 | | | | - | | | | - | | | | 56,023 | |
Shares issued in exchange of accounts payable | | | 1,066 | | | | 64 | | | | 10,166 | | | | - | | | | - | | | | 10,230 | |
Net loss | | | - | | | | - | | | | - | | | | (5,526,077 | ) | | | - | | | | (5,526,077 | ) |
Balances at January 31, 2009 | | | 322,890 | | | $ | 19,374 | | | $ | 7,116,532 | | | $ | (7,363,646 | ) | | $ | - | | | $ | (227,740 | ) |
Shares issued in exchange of accounts payable | | | 3,000 | | | | 180 | | | | 14,220 | | | | - | | | | - | | | | 14,400 | |
Shares issued for contract payment | | | 159,223 | | | | 9,553 | | | | 659,183 | | | | | | | | | | | | 668,736 | |
Net Loss | | | - | | | | - | | | | - | | | | (359,747 | ) | | | - | | | | (359,747 | ) |
Other comprehensive Income | | | - | | | | - | | | | - | | | | - | | | | 8,092 | | | | 8,092 | |
Balances at July 31, 2009 | | | 485,113 | | | $ | 29,107 | | | $ | 7,789,935 | | | $ | (7,723,393 | ) | | $ | 8,092 | | | $ | 103,741 | |
The accompanying notes are an integral part of the financial statements
CONO ITALIANO, INC.
(Formerly Known As Tiger Renewable Energy Ltd.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Three Months Ended July 31, 2009 and 2008 and Periods from September 9, 2004 (Inception)
through July 31, 2009 ( unaudited)
| | Six months Ended July 31 2009 | | | Six months Ended July 31 2008 | | | Inception through July 31, 2009 | |
| | | | | | | | | |
Cash flows from operating activities: | | | | | | | | | |
Net loss | | $ | (359,747 | ) | | $ | (491,152 | ) | | $ | (7,723,393 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | |
Imputed rent and salary expense | | | - | | | | - | | | | 59,383 | |
Stock-based compensation expense | | | - | | | | - | | | | 272,326 | |
Stock issued for services (Note 3) | | | 258,069 | | | | | | | | 258,069 | |
Loss on exchange of accounts payable | | | | | | | | | | | 17,118 | |
Gain on exchange of accounts payable | | | (10,997 | ) | | | | | | | (16,752 | ) |
Interests on note payable | | | | | | | 12,642 | | | | 12,642 | |
Loss on exchange of note payable | | | | | | | 38,554 | | | | 38,554 | |
Loss on disposal of investment | | | | | | | | | | | 4,653,037 | |
Non-cash stock compensation relating to the joint venture | | | - | | | | - | | | | 143,000 | |
Minority interest in joint venture | | | | | | | (14,191 | ) | | | 46,680 | |
Depreciation | | | | | | | 1,813 | | | | 3,626 | |
Amortization Prepaid Expenses (Note 3) | | | 34,222 | | | | | | | | 34,222 | |
| | | | | | | | | | | | |
Changes in: | | | | | | | | | | | | |
| | | | | | | | | | | | |
Sundry current assets | | | 8,203 | | | | (39,557 | ) | | | - | |
Accounts payable and accrued liabilities | | | 28,766 | | | | 114,935 | | | | 252,630 | |
Net cash used in operating activities | | | (41,484 | ) | | | (376,956 | ) | | | (1,948,858 | ) |
| | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | |
Property and equipment | | | - | | | | (155,491 | ) | | | (4,798,026 | ) |
Net cash used in investing activities | | | - | | | | (155,491 | ) | | | (4,798,026 | ) |
| | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | |
Investment by minority interest | | | - | | | | - | | | | 140,564 | |
Stock payable: common stock and warrants | | | - | | | | - | | | | 396,000 | |
| | | | | | | | | | | 104,000 | |
Proceeds from sale of common stock and warrants | | | - | | | | - | | | | 3,895,748 | |
| | | | | | | | | | | 1,687,000 | |
Proceeds pursuant to exercise of stock options | | | - | | | | - | | | | 11,000 | |
Proceeds from note payable | | | 23,177 | | | | 250,345 | | | | 604,774 | |
Loan repayments | | | - | | | | - | | | | (91,286 | ) |
| | | | | | | | | | | | |
Net cash provided by financing activities | | | 23,177 | | | | 250,345 | | | | 6,747,800 | |
| | | | | | | | | | | | |
Net change in cash | | | (18,307 | ) | | | (282,102 | ) | | | 916 | |
| | | | | | | | | | | | |
Cash at beginning of period | | | 19,223 | | | | 334,730 | | | | - | |
| | | | | | | | | | | | |
Cash at end of period | | $ | 916 | | | $ | 52,628 | | | $ | 1,915 | |
| | | | | | | | | | | | |
Supplemental Information: | | | | | | | | | | | | |
Interest paid | | $ | - | | | $ | - | | | $ | 1,436 | |
The accompanying notes are an integral part of the financial statements
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Cono Italiano, Inc. (formally known as Tiger Renewable Energy Ltd.) 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, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report 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 that would substantially duplicate the disclosure contained in the audited financial statements for the year ended January 31, 2009, as reported in the Form 10-K, have been omitted.
2. GOING CONCERN
The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. The Company’s ability to become and maintain itself as a going concern is dependant upon its ability to raise additional funds through either the sale of equity securities or issuance of debt. The Company believes it will be able to raise the additional financing necessary for the Company to become and maintain itself as a going concern, however, there is no assurance that financing will be obtained. Until the completion of such financing, there remains uncertainty regarding the Company’s ability to become and maintain itself as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
3. PREPAID EXPENSES
On June 22, 2009 the Company entered into a Management Services Agreement with Lara Mac Inc. (“Lara Mac”), an entity controlled by Mitchell Brown, the Chief Executive Officer of the Company and a member of our Board of Directors. In exchange for the Services, Lara Mac received 9,553,377 shares of the Company’s common stock (the “Fee”). The value of the restricted shares of common stock constituting the Fee is deemed to be $0.044 per share, which is equivalent to fifty percent of the average closing trading price of the Company’s common stock during the ninety day period of February 27, 2009, through May 27, 2009. The value of the restricted shares of common stock on June 22, 2009 was $0.07 per share. The value of the contract $410,667 was accounted for as prepaid expenses. The contract will be amortized over a twelve month period.
The Management Services Agreement of $410,667 was paid with 9,553,377 shares of the Company’s common stock. The conversion price of these shares of the Company’s common stock, 0.044 per share, which is equivalent to fifty percent of the average closing trading price of the Company’s common stock during the ninety day period of February 27, 2009, through May 27, 2009 which resulted in a cost of $258,069 for the Company.
4. INVESTMENT
On January 29, 2009 the Company entered into an Agreement to acquire a 30% Working Interest in the GP Oil and Gas Leases Project located in Northern Texas for a total purchase price of $1,000,000. The project consists of 7 leases covering approximately 323 net acres and has over 50 existing well bores. The acquisition was made from Wellington Capital, a portfolio management company with substantial investments in the Oil and Gas sector.
On April 5, 2009, the Company and Wellington Capital Management Inc. (Wellington) entered into an Agreement to terminate its Working Interest Purchase and Sale Agreement in Oil and Gas Leases in the GP Project which covers the Fowlkes Station leases as per an agreement dated January 29, 2009. The Company and Wellington also entered into a Termination and Discharge of the Convertible Note Agreement, and on April 30, 2009 the parties agreed to a Mutual Release. The Company and Wellington mutually agreed to terminate the Agreements in view of the current business environment and difficulty in raising capital.
5. NOTES PAYABLE
During the three months ended July 31, 2009, the Company received an additional loan of $4,186 from DT Crystal Limited and has capitalized accrued interests of $3,192, thereby aggregating to $47,988 as of July 31, 2009. These loans bear interest at 10% and are payable on demand.
During the three months ended July 31, 2009, the Company received loans of $15,500 from Mitch Brown Limited, the balance as of July 31, 2009 amounts to $47,988. These loans bear interest at 10% and are payable on demand.
6. SUBSEQUENT EVENTS
On August 10, 2009, the Company amended the First Article of the Company’s Certificate of Incorporation and changed the Company’s name from “Tiger Renewable Energy Ltd.” to “Cono Italiano, Inc.”
On August 10, 2009, the Company has conducted a one for sixty reverse stock split (the “Reverse Stock Split”). As of that date, all of the existing outstanding common stock of the Company has been consolidated such that existing stockholders will hold one share of post-split common stock for every sixty shares owned prior to the reverse stock split. All fractional shares resulting from the reverse stock split have been rounded up to the next whole share.
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Company’s Operations
The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Quarterly Report. This Quarterly Report contains certain forward- looking statements and the Company's future operating results could differ materially from those discussed herein. Certain statements contained in this Quarterly Report, including, without limitation, statements containing the words "believes", "anticipates," "expects" and the like, constitute "forward- looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward- looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.
Introduction
The Company was incorporated in the State of Nevada on September 9, 2004 as Arch Management Services Inc. A change of control of the Company occurred on June 5, 2006 and the Company changed its name from “Arch Management Services Inc.” to “Tiger Ethanol International Inc.” on November 24, 2006. On February 11, 2008 the Company changed its name to “Tiger Renewable Energy Ltd.” Another change of control of the Company occurred on June 4, 2009. On August 10, 2009, the Company changed its name to “Cono Italiano, Inc.” and its symbol changed to CNOZ.
Our principal business address is 10 Main Street, Keyport, NJ 07735 and our telephone number is 908-675-6360.
During the fiscal year ended January 31, 2009, the Company was a party to a joint venture named Xinjiang Yajia Distillate Company Limited to produce ethanol in the People’s Republic of China. This ethanol was to be produced from agricultural products. Due to a lack of financing and the recent deterioration of world financial markets, the Company’s board of directors determined that it was in our best interest to initiate a complete and total withdrawal from the ethanol business.
Our Business
Since January 31, 2009, the Company has had no operations. The Company has been seeking new business opportunities since that time.
The Company is uncertain whether it will be able to identify an appropriate business opportunity. If the Company is unable to identify appropriate business opportunities or raise adequate funding to implement new plans, the Company will not be able to resume business operations.
On March 25, 2009, the Company and the sole shareholder of Financial Media Net, Inc. (“FMN”) entered into a letter of intent for the acquisition of 100% of the paid and outstanding shares of Common Stock of FMN. While no price for the Common Stock was established, it was agreed that the final conditions and price would be negotiated in the next 120 days, following a complete due diligence of FMN by the Company. Following the Company’s due diligence and discussions with FMN, and in view of the current business environment and difficulty in raising capital, the Company and Financial Media Net, Inc. decided not to pursue this transaction, and on May 14, 2009, the parties mutually agreed to terminate the letter of intent.
On May 12, 2009, the Company dismissed its independent auditor, Raymond Chabot Grant Thornton, LLP and appointed Paritz and Company P.A., as its independent auditor.
On June 4, 2009, an Affiliate Stock Purchase Agreement (the “Stock Purchase Agreement”) was entered into by and between Gallant Energy International Inc. (“Gallant”), a shareholder owning 5,000,000 shares of the Company’s common stock and Lara Mac Inc. (“Lara Mac”). Pursuant to the Stock Purchase Agreement, Gallant has sold all of its 5,000,000 shares of the Company’s common stock to Lara Mac. Following this transaction, Lara Mac owned 25.6% of the Company’s 19,553,375 issued and outstanding shares (following the issuance of additional shares (as described below) and a reverse stock split, the Company now has 485,113 shares outstanding).
The Gallant transaction with Lara Mac resulted in a change in control of the largest voting block of the Company effective as of June 4, 2009. The compensation which Gallant received from Lara Mac consisted of Lara Mac’s agreement to assure the payment of certain obligations of the Company in the amount of $162,139.05, which shall be paid by the Company in due course. The Company is not a party to the Stock Purchase Agreement.
On June 4, 2009, pursuant to the Stock Purchase Agreement, the Board also appointed the following individuals to five vacancies on the Board, effective ten (10) days after the filing of an Information Statement on Schedule 14f-1 with the U.S. Securities and Exchange Commission (the Information Statement was filed on June 9, 2009): Mitch Brown, Alex J. Kaminski, Joseph Masselli, Steve Savage and Scott Smith. These new directors commenced their service on June 19, 2009.
In connection with the new Board’s appointment, Mr. Robert Clarke and Mr. Claude Pellerin resigned from the Board of Directors, effective as of June 19, 2009. Neither Mr. Clarke nor Mr. Pellerin expressed any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On June 19, 2009, Mr. Michel St-Pierre, the Chief Financial Officer of the Company, resigned from his position, following the filing of the Company’s Quarterly Report on Form 10-Q for the Period Ended April 30, 2009 on June 15, 2009.
As of the date of this Report, the officers and directors of the Company are as follows:
Mitchell Brown, Chief Executive Officer and Director
Joseph Masselli, President, Chief Operating Officer and Director
Alex J. Kaminski, Chief Financial Officer, Treasurer and Director
Steve Savage, Secretary
Scott Smith, Director
On June 22, 2009, Lara Mac, an entity controlled by Mitchell Brown (the Chief Executive Officer of the Company and a member of the Company’s Board of Directors) entered into a Management Services Agreement with the Company (the “Management Services Agreement”). Lara Mac is the Company’s largest shareholder. Pursuant to the Management Services Agreement, Lara Mac will render to the Company consulting and other advisory services in relation to developing strategic plans for inception of operations, corporate management, the operations of the Company, strategic planning, domestic and international marketing and sales, financial advice, including, without limitation, advisory and consulting services in relation to the selection and retention of candidates for senior management of the Company and its subsidiaries, prospective strategic alliance partners, preparing acquisition growth plans, identifying prospective merger and acquisition candidates, developing value propositions for the Company and acquisition candidates, analyzing financial implications of potential transactions, advising on negotiations regarding terms and conditions of transactions, outlining and managing due diligence issues and due diligence processes, introductions to prospective customers, selection of investment bankers or other financial advisors or consultants, and advice with respect to the capital structure of the Company, equity participation plans, employee benefit plans and other incentive arrangements for certain key executives of the Company (collectively, the “Services”). In exchange for the Services, Lara Mac received 9,553,377 shares of the Company’s common stock (the “Fee”). The value of the restricted shares of common stock constituting the Fee is deemed to be $0.044 per share, which is equivalent to fifty percent of the average closing trading price of the Company’s common stock during the ninety day period of February 27, 2009, through May 27, 2009 with a value of $410,666.51 (the “Issue Value”). The parties to the Management Services Agreement also agreed that Lara Mac may render other services beyond the scope of activities which the parties contemplate as part of the Services, as to which Lara Mac shall be entitled to separate compensation that shall be negotiated in good faith by the parties on a case-by-case basis. In the event that the Company is not generating organic revenues (excluding interest and investment income) as of the first anniversary of the date of the Management Services Agreement, then all of the Shares constituting the Fee shall be subject to repurchase by the Company at a repurchase price equal to the Issue Value.
Development Stage Expenditures
Development stage expenditures during the six-month period ended July 31, 2009 were $359,747, which consisted primarily of $51,343 in professional fees, $25,626 in salaries and $258,069 in loss on payment of contract (see Note 3 of the financials). As for the six- month period ended July 31, 2008, the expenses were $491,152, which consisted primarily of $154,234 in professional fees, $152,176 in salaries and $28,035 in travel expenditures. As for the three month period ended July 31, 2009, the expenses were $341,270 and consisted primarily of $43,799 in professional fees and $258,069 in loss on payment of contract (see Note 3 of the financials). For the three month period ended July 31, 2008, the expenses were $322,809 and consisted primarily of $105,832 in professional fees, $132,687 in salaries and $5,603 in travel expenditures.
Financial Condition, Liquidity and Capital Resources
The Company's principal capital resources have been acquired through the sale of shares of its common stock.
At July 31, 2009, the Company had negative working capital of $272,704 compared to negative working capital of $1,227,740 at January 31, 2009. This change is primarily the result of the Agreement to terminate the Working Interest Purchase and Sale Agreement in Oil and Gas Leases in the GP Project which covers the Fowlkes Station leases as per an agreement dated January 29, 2009 (see note 3 of the Financial Statements).
At July 31, 2009, the Company had total assets of $377,361 consisting of cash and prepaid expenses which compares with the Company's total assets at January 31, 2009, of $1,027,426. This change is primarily the result of the Agreement to terminate the Working Interest Purchase and Sale Agreement in Oil and Gas Leases in the GP Project which covers the Fowlkes Station leases as per an agreement dated January 29, 2009 (see note 3 of the Financial Statements).
At July 31, 2009, the Company's total liabilities were $273,620. Our total liabilities at January 31, 2009, were $1,255,166. The amount of $210,132 represents accounts payable and accrued professional fees and $63,488 is notes payable.
Plan of Operations
With the market for ethanol at an all-time low and investor sentiment toward that industry being negative at present, the board and management concluded that the Hami project was not going to result in a viable business even if more capital was available, and thus decided to identify new opportunities for the Company.
Since the Company entered into the Assignment and Assumption Agreement on January 31, 2009, the Company has had no operations. The Company is currently assessing new business opportunities, and expects to announce a new business plan in the foreseeable future.
The Company intends to seek funding for its operation through a combination of the private placement of its equity securities, the public sales of its equity securities and borrowing.
Our auditors issued an opinion in their audit report as of January 31, 2009 expressing uncertainty regarding the ability of our Company to continue as a going concern. This means that there is substantial doubt that we can continue as an ongoing business without additional financing and/or generating profits from our operations. We have a history of operating losses, limited funds and may continue to incur operating losses. Management's plan for the Company's continued existence includes selling additional stock through private placements and borrowing additional funds to pay overhead expenses while maintaining marketing efforts to raise the Company’s sales volume. The future success of the Company is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. In addition, the going concern uncertainty underlined in their opinion could make it more difficult for us to secure additional financing on terms acceptable to us, if at all, and may materially and adversely affect the terms of any financing that we may obtain. The inability of the Company to obtain additional cash could have a material adverse affect on its financial position, results of operations and its ability to continue in existence.
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.
Subsequent Events
On August 10, 2009, the Company amended the First Article of the Company’s Certificate of Incorporation and changed the Company’s name from “Tiger Renewable Energy Ltd.” to “Cono Italiano, Inc.”
On August 10, 2009, the Company conducted a one for sixty reverse stock split (the “Reverse Stock Split”). As of that date, all of the existing outstanding common stock of the Company have been consolidated such that existing stockholders will hold one share of post-split common stock for every sixty shares owned prior to the reverse stock split. All fractional shares resulting from the reverse stock split have been rounded up to the next whole share.
Item 3: Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 4: Controls and Procedures
As of the end of the period covered by this Report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities and Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation of our disclosure controls and procedures as of July 31, 2009, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and this information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosures.
Management identified a material weakness (as defined in Public Company Accounting Oversight Board Standard No. 2) in our internal control over financial reporting regarding a lack of adequate segregation of duties and concluded that such controls were not effective as of July 31, 2009.
Changes in Internal Control Over Financial Reporting
The Company is in the process of improving its internal control over financial reporting in an effort to remediate this material weakness by improving period-end closing procedures and requiring all period-end recurring and non-recurring adjustments be reviewed by the Chief Financial Officer.
As of July 31, 2009, there has been no change in the Company’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.
PART II: OTHER INFORMATION
Item 1: Legal Proceedings
The Company is not, and has not been during the period covered by this Quarterly Report, a party to any legal proceedings.
Item 1A: Risk Factors
Not Applicable.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3: Defaults Upon Senior Securities
Not Applicable.
Item 4: Submission of Matters to a Vote of Security Holders
There have been no meetings of security holders during the period covered by this Quarterly Report.
No matters were submitted to the vote of the Company’s security holders during the fiscal quarter ended July 31, 2009.
On June 26, 2009, the Board of Directors of the Company approved and recommended the following actions: (i) the Amendment of Article 1 of the Company’s Articles of Incorporation by changing the Company’s name from “Tiger Renewable Energy Ltd.” to “Cono Italiano, Inc.” (the “Amendment”); and (ii) the Approval of e a reverse split of the outstanding shares of the Company’s common stock at the rate of one-for-sixty (1:60) (the “Reverse Stock Split”). Section 78.320 of the Nevada Revised Statutes and the Company’s Bylaws provide that any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if stockholders holding at least a majority of the voting power sign a written consent approving the action. Because the stockholder holding a majority of the voting rights of all outstanding shares of capital stock as of June 26, 2009 voted in favor of the foregoing proposals by written consent, no stockholder consents were solicited in connection with the Amendment and the Reverse Stock Split.
Item 5: Other Information
None.
Item 6: Exhibits
(a) Exhibits
Exhibit No. | | Description of Exhibits |
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Exhibit 10.36 | | Affiliate Stock Purchase Agreement, dated June 4, 2009, between Gallant Energy International Inc. and Lara Mac Inc., incorporated by reference to Exhibit 99.1 to Lara Mac Inc.’s Schedule 13D, filed with the Securities and Exchange Commission on June 15, 2009. |
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Exhibit 10.37 | | Management Services Agreement, by and between the Company and Lara Mac Inc., dated as of June 22, 2009. |
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Exhibit 31.1 | | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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Exhibit 31.2 | | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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Exhibit 32.1 | | Certification of the Principal Executive Officer 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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Exhibit 32.2 | | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CONO ITALIANO, INC. | |
| (Registrant) | |
| | |
Dated: September 14, 2009 | | |
| By: | /s/ Mitchell Brown | |
| | Name: | Mitchell Brown | |
| | Title: | Principal Executive Officer | |
| | | | |
Dated: September 14, 2009 | | | | |
| By: | /s/ Alex J. Kaminski | |
| | Name: | Alex J. Kaminski | |
| | Title: | Principal Financial Officer and Chief Accounting Officer | |