Cono Italiano (CNOZ) 10-Q 2009 Q3 Quarterly report

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: October 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)

877-330-2666

 (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 61,528,988 shares of Common Stock, par value $.001, outstanding as of March 1, 2010.

Explanatory Note:

This Report on Form 10-Q (this “Report”) has been filed by Cono Italiano, Inc., a Nevada corporation (the “Company”) in response to comments received from the U.S. Securities and Exchange Commission (the “Commission”).  The information contained in this Report describes the Company, its plans, and its financial condition as of October 31, 2009.  Events related to the Company which have occurred after October 31, 2009 are not described or reported herein.   Subsequent to the period covered by this Report, we entered into share exchange agreements with all of the shareholders of Cono Italiano Inc., a Delaware corporation (referred to herein as “Cono Italiano (Delaware)”), pursuant to which we acquired all of the issued and outstanding shares of Cono Italiano (Delaware).  We now operate Cono Italiano (Delaware) as a wholly-owned subsidiary of our Company.  On November 13, 2010, the Company filed a Current Report on Form 8-K with the Commission regarding the November 12, 2009 transactions.  Cono Italiano (Delaware) was the accounting survivor in the share exchange transaction and all financial statements of the Company with respect to reporting periods on and after November 13, 2009 reflect the financial accounting of Cono Italiano (Delaware) and do not reflect the financial statements contained herein covering the pre-transaction period ended October 31, 2009.

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TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION	3
Item 1: Financial Statements	6
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3: Quantitative and Qualitative Disclosures About Market Risk	14
Item 4: Control and Procedures	14
PART II: OTHER INFORMATION	15
Item 1: Legal Proceedings	15
Item 1A: Risk Factors	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

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PART I: FINANCIAL INFORMATION

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report on Form 10-Q (this “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. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information and, in particular, appear in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Report. When used in this Report, the words “estimates,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should” and variations of these words or similar expressions (or the negative versions of any these words) are intended to identify forward-looking statements. However, as we issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of our Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements, including, without limitation, management’s examination of historical operating trends, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the results referred to in the forward-looking statements contained in this Report. Important factors outside the scope of our control could cause our actual results to differ materially from the results referred to in the forward-looking statements we make in this Report. Without limiting the foregoing, if we are unable to acquire approvals or consents from third parties or governmental authorities with respect to our new business model, our plans to commence our new business may become irrevocably impaired.

All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this 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 Report or to reflect the occurrence of unanticipated events.

Unless otherwise provided in this Report, references to the “Company,” the “Registrant,” the “Issuer,” “we,” “us,” and “our” refer to Cono Italiano, Inc.

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CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENTERGY LTD.)

(A NEVADA CORPORATION)

Keyport, New Jersey

TABLE OF CONTENTS

Balance Sheets at October 31, 2009 (Unaudited) and January 31, 2009	6
Statements of Changes in Stockholders’ Equity (Deficit) for the Nine Months Ended October 31, 2009 and 2008 (Unaudited)	7
Statements of Operations for the Three and Nine Months Ended October 31, 2009 and 2008 (Unaudited)	8
Statements of Cash Flows for the Three and Nine Months Ended October 31, 2009 and 2008 (Unaudited)	9
Notes to Financial Statements	10

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Item 1: Financial Statements

CONO ITALIANO, INC.

(Formerly Known As Tiger Renewable Energy Ltd.)

(A Development Stage Company)

BALANCE SHEET

	October 31			January 31
	2009			2009
	(unaudited)			(audited)
ASSETS
Current assets:
Cash	$	-		$	19,223
Sundry current assets		-			8,203
TOTAL CURRENT ASSETS		-			27,426
Prepaid expenses (Note 3)		311,928
Investment (Note 4)		-			1,000,000
TOTAL ASSETS	$	311,928		$	1,027,426
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	211,342		$	1,214,855
Notes payable (note 5)		63,488			40,311
TOTAL CURRENT LIABILITIES		274,830			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		(7,790,036	)		(7,363,646	)
Other Comprehensive Income		8,092			-
Total Stockholders' Equity		37,098			(227,740	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	311,928		$	1,027,426

The accompanying notes are an integral part of the financial statements

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CONO ITALIANO, INC.

(Formerly Known As Tiger Renewable Energy Ltd.)

 (A Development Stage Company)

STATEMENTS OF OPERATIONS

Three Months and Nine Months Ended October 31, 2009 and 2008 and Period from September 9, 2004 (Inception) through October 31, 2009

(unaudited)

	Three months					Nine months						Inception
	Ended		Ended			Ended			Ended			through
	October 31		October 31			October 31			October 31			October 31
	2009		2008			2009			2008			2009
General & administrative expenses	$	65,433	$	277,783		$	427,793			716,123		$	2,891,562
Loss on disposal of investment		0											4,946,306
Interest (revenue) expense		1,210		1,096			2,475			19,728			(10,447	)
Foreign exchange (gain) loss		0		(2,088	)		(3,878	)		7,729			4,163
		66,643		293,909			426,390			799,252			7,831,584
Minority interest in Joint Venture				( 18,424	)		0			(32,615	)		(41,548	)
NET LOSS	$	66,643	$	275,485		$	426,390			766,637		$	7,790,036
Basic and diluted loss per common share	$	0.14	$	0.01		$	1.06			0.04		$	n/a
Weighted average number of common shares outstanding		485,113		19,290,421			401,536			18,802,395			n/a

The accompanying notes are an integral part of the financial statements

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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 October 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 October 31, 2009		485,113		$	29,107		$	7,789,935		$	(7,790,036	)	$	8,092	$	37,098

The accompanying notes are an integral part of the financial statements

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CONO ITALIANO, INC.

(Formerly Known As Tiger Renewable Energy Ltd.)

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

Nine Months Ended October 31, 2009 and 2008 and Periods from September 9, 2004 (Inception)

through October 31, 2009 (unaudited)

	Nine months Ended October 31 2009			Nine months Ended October 31 2008		Inception through October 31, 2009
Cash flows from operating activities:
Net loss	$	(426,390	)	$	(766,637)	$	(7,790,036)
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
Loss on exchange of note payable							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					(32,615)		46,680
Depreciation					2,720		3,626
Amortization Prepaid Expenses (Note 3)		98,739					98,739
Changes in:
Sundry current assets		8,203					0
Accounts payable and accrued liabilities		29,976					253,840
Net cash used in operating activities		(42,400	)				(1,949,774)
Cash flows from investing activities:
Property and equipment		-					(4,798,026)
Net cash used in investing activities		-					(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
							1,647,000
Proceeds pursuant to exercise of stock options		-					11,000
Proceeds from note payable		23,177			254,670		604,774
Loan repayments		-			-		(91,286)
Net cash provided by financing activities		23,177			254,670		6,747,800
Net change in cash		(19,223	)		(329,379)		0
Cash at beginning of period		19,223			334,730		0
Cash at end of period	$	0		$	5,351	$	0
Supplemental Information:
Interest paid	$	-		$	-	$

The accompanying notes are an integral part of the financial statements

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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 October 31, 2009, the Company received loans of $15,500 from Mitch Brown Limited, the balance of Notes Payable as of October 31, 2009 amounts to $63,488.   These loans bear interest at 10% and are payable on demand.

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6. RECENT 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 ha s 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.

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

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 Report. This 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 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 (the “Exchange Act”). However, as the Company intends to issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, the Company is ineligible to rely on these safe harbor provisions. 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.

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 877-330-2666.

Our Business

We are a development stage company. The Company was previously involved in the production of ethanol from agricultural products. 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 as of January 31, 2009. The Company subsequently began seeking new business opportunities.

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 25.6% of the shares of the Company’s common stock and Lara Mac Inc. (“Lara Mac”). Pursuant to the Stock Purchase Agreement, Gallant sold all of its shares of the Company’s common stock to Lara Mac. 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 was 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.

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 entered into a Management Services Agreement with the Company (the “Management Services Agreement”). Pursuant to the Management Services Agreement, Lara Mac agreed to render to the Company certain consulting and other advisory services. In exchange for the services, Lara Mac received shares of the Company’s common stock.

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.”

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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.

Development Stage Expenditures

Development stage expenditures during the nine month period ended October 31, 2009 were $426,390, which consisted primarily of $141,485 in professional fees, $25,626 in salaries and $258,069 in loss on payment of contract (see Note 3 of the financials). By way of comparison, for the nine month period ended October 31, 2008, the Company's total expenses were $766,637, which consisted primarily of $337,917 in professional fees, $263,649 in salaries and $28,035 in travel expenditures. 

For the three month period ended October 31, 2009, the Company's expenses were $66,643, which consisted primarily of $65,433 in professional fees and a $1,210 interest expense.  For the three month period ended October 31, 2008, the Company's total expenses were $275,485 and consisted primarily of $188,116 in professional fees and $69,557 in salaries.

Financial Condition, Liquidity and Capital Resources

At October 31, 2009, the Company had total assets of $311,928 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 4 of the Financial Statements).

At October 31, 2009, the Company's total liabilities were $274,830. Our total liabilities at January 31, 2009, were $1,255,166.

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 production of ethanol 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 January 31, 2009, the Company has had no operations. 

We recently indentified Cono Italiano, Inc., a Delaware corporation (referred to herein as “Cono Italiano (Delaware)”) as a business venture that would be suitable for future operations.  Subsequent to the end of the period covered by this Report, we entered into agreements with the shareholders of Cono Italiano (Delaware) pursuant to which we acquired all of the issued and outstanding shares of Cono Italiano (Delaware) and we will now operate Cono Italiano (Delaware) as a wholly-owned subsidiary of our Company.

The Company intends to seek funding for its operations 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.

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Subsequent Events

We recently indentified Cono Italiano, Inc., a Delaware corporation (referred to herein as “Cono Italiano (Delaware)”) as a business venture that would be suitable for future operations. On November 12, 2009, we entered into agreements with the shareholders of Cono Italiano (Delaware) pursuant to which we acquired all of the issued and outstanding shares of Cono Italiano (Delaware) and we will now operate Cono Italiano (Delaware) as a wholly-owned subsidiary of our Company.

On November 6, 2009, as additional inducement to the shareholders of Cono Italiano (Delaware) to enter into the Share Exchange Agreements, Lara Mac agreed to the termination of the Management Services Agreement with the Company and the cancellation of all of the Company shares previously issued to Lara Mac.

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 October 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 October 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 October 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.

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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 October 31, 2009.

Item 5: Other Information

None.

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Item 6: Exhibits

(a)   Exhibits

Exhibit No.	Description of Exhibits
Exhibit 31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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.
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.

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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: March 30, 2010
	By:	/s/ Mitchell Brown
		Name:	Mitchell Brown
		Title:	Principal Executive Officer
Dated: March 30, 2010
	By:	/s/ Alex J. Kaminski
		Name:	Alex J. Kaminski
		Title:	Principal Financial Officer and Chief Accounting Officer

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