Cono Italiano (CNOZ) 10-Q 2011 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: September 30, 2011

OR

o 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 I.D. No.)
incorporation)

10 Main Street

Keyport, NJ 07735

(Address of principal executive offices and Zip Code)

(877) 330-2666

(Registrant’s telephone number, including area code)

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 past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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 x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	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 o No x

As of November 21, 2011, there were 92,005,988 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	24
Item 4.	Controls and Procedures.	24
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	25
Item 1A.	Risk Factors.	25
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	25
Item 3	Defaults Upon Senior Securities.	25
Item 4.	(Removed and Reserved).	25
Item 5.	Other Information.	25
Item 6.	Exhibits.	25
Signatures		26

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

FINANCIAL REPORTS

AT

SEPTEMBER 30, 2011

3

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

TABLE OF CONTENTS

Consolidated Balance Sheets at September 30, 2011 (Unaudited) and December 31, 2010	5
Consolidated Statements of Changes in Deficit for the Period from Date of Inception (March 2, 2006) Through September 30, 2011	6
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2011 and 2010 and the Period from Inception (March 2, 2006) Through September 30, 2011	7
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2011 and 2010 and the Period from Inception (March 2, 2006) Through September 30, 2011	8
Notes to Consolidated Financial Statements	9 - 19

4

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY LTD.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	September 30			December 31,
	2011			2010
ASSETS
Cash and Cash Equivalents	$	4,458		$	665
Due from Related Party		39,937			78,937
Prepaid Expenses		49,232			120,226
Total Current Assets		93,627			199,828
Property and Equipment - Net of Accumulated Depreciation		75,255			12,236
Total Assets	$	168,882		$	212,064
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Accounts Payable	$	135,508		$	135,508
Accrued Expenses		33,288			53,466
Accrued Legal Expense		175,826			182,043
Accrued Interest		54,974			43,729
Notes Payable		59,419			55,177
Due to Officer		724,975			695,025
Total Liabilities		1,183,990			1,164,948
Stockholders' Deficit
Common Stock - $.001 Par; 100,000,000 Shares Authorized,
95,234,988 and 92,005,988 Shares Issued and Outstanding, respectively		95,235			92,006
Common Stock Subscribed		4,526			—
Stock Subscriptions Receivable		(100,000	)		—
Additional Paid-In-Capital		1,042,856			721,041
Deficit Accumulated During Development Stage		(2,057,725	)		(1,765,931	)
Total Stockholders' Deficit		(1,015,108	)		(952,884	)
Total Liabilities and Stockholders' Deficit	$	168,882		$	212,064

The accompanying notes are an integral part of these financial statements.

5

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY LTD.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT FOR THE PERIOD FROM DATE OF INCEPTION (MARCH 2, 2006) THROUGH SEPTEMBER 30, 2011

															Deficit
															Accumulated
	Common Stock						Common		Stock			Additional			During			Total
	$ .001 Par						Stock		Subscriptions			Paid-In			Development			Stockholders'
	Shares			Amount			Subscribed		Receivable			Capital			Stage			Deficit
Balance - March 2, 2006		—		$	—		$	—	$	—		$	—		$	—		$	—
Common Stock Issued for Contribution of License Rights and Equipment		6,000,000			6,000			—		—			159,000			—			165,000
Net Loss		—			—			—		—			—			—			—
Balance - December 31, 2006		6,000,000			6,000			—		—			159,000			—			165,000
Net Loss		—			—			—		—			—			(50,290	)		(50,290	)
Balance - December 31, 2007		6,000,000			6,000			—		—			159,000			(50,290	)		114,710
Additional Paid-In-Capital - Deemed Distribution		—			—			—		—			(312,000	)		—			(312,000	)
Common Stock Issued to Prior Owners		3,000,000			3,000			—		—			54,000			—			57,000
Common Stock Issued in Exchange for Services		44,250,000			44,250			—		—			434,494			—			478,744
Net Loss		—			—			—		—			—			(929,795	)		(929,795	)
Balance - December 31, 2008		53,250,000			53,250			—		—			335,494			(980,085	)		(591,341	)
Common Stock Issued in Exchange for Services		7,616,428			7,616			—		—			178,777			—			186,393
Common Stock Issued for Cash		262,000			262			—		—			64,608			—			64,870
Common Stock Issued for Related Party Expense		500,000			500			—		—			69,500			—			70,000
Acquisition of Shell (1)		242,560			243			—		—			(272,946	)		—			(272,703	)
Common Stock Issued to Relieve Accounts Payable		10,000			10			—		—			3,490			—			3,500
Common Stock Issued for Note Payable Conversion		18,000,000			18,000			—		—			—			—			18,000
Net Loss		—			—			—		—			—			(437,325	)		(437,325	)
Balance - December 31, 2009		79,880,988			79,881			—		—			378,923			(1,417,410	)		(958,606	)
Common Stock Issued for Note Payable Conversion		2,000,000			2,000			—		—			182,547			—			184,547
Common Stock Issued in Exchange for Services		10,000,000			10,000			—		—			83,880			—			93,880
Common Stock Issued - Licensing Agreement		125,000			125			—		—			75,691			—			75,816
Net Loss		—			—			—		—			—			(348,521	)		(348,521	)
Balance - December 31, 2010		92,005,988			92,006			—		—			721,041			(1,765,931	)		(952,884	)
Common Stock Issued in Exchange for Services		6,509,000			6,509			—					154,177			—			160,686
Common Stock Cancelled		(3,280,000	)		(3,280	)		—					(27,836	)		—			(31,116	)
Stock subscription, net of cash proceeds received		—			—			4,526		(100,000	)		195,474			—			100,000
Net Loss for the Period		—			—			—		—			—			(291,794	)		(291,794	)
Balance - September 30, 2011		95,234,988		$	95,235		$	4,526	$	(100,000	)	$	1,042,856		$	(2,057,725	)	$	(1,015,108	)

The accompanying notes are an integral part of these financial statements.

6

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY LTD.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

CONSOLIDATED STATEMENTS OF OPERATIONS

													Period From
													Date of Inception
	For the Three Months Ended						For the Nine Months Ended						(March 2, 2006) Through
	September 30,						September 30,						September 30,
	2011			2010			2011			2010			2011
Sales	$	—		$	2,527		$	—		$	7,582		$	33,994
Cost of Sales		—			—			—			—			9,123
Gross Profit		—			2,527			—			7,582			24,871
Expenses
Selling and Direct		55,207			9,183			91,795			9,183			276,665
Compensation Expense		—			—			—			—			420,005
General and Administrative		32,824			7,505			184,511			101,454			1,189,669
Interest Expense		4,404			4,459			15,488			15,505			68,952
Loss on Impairment of License Right		—			—			—			—			130,505
Gain on Sale of Assets		—			—			—			—			(3,200	)
Total Expenses		92,435			21,147			291,794			126,142			2,082,596
Net Loss for the Period	$	(92,435	)	$	(18,620	)	$	(291,794	)	$	(118,560	)	$	(2,057,725	)
Loss per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.04	)
Weighted Average Common Shares Outstanding		94,882,542			58,216,615			94,289,420			81,844,358			46,991,544

The accompanying notes are an integral part of these financial statements.

7

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY LTD.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

CONSOLIDATED STATEMENTS OF CASH FLOWS

							Period From
							Date of Inception
							(March 2, 2006)
							Through
For the Nine Months Ended September 30,	2011			2010			September 30,  2011
Cash Flows from Operating Activities
Net Loss for the Period	$	(291,794	)	$	(118,560	)	$	(2,057,725	)
Adjustments to Reconcile Net Loss for the Period to
Net Cash Flows from Operating Activities:
Amortization		—			4,874			19,494
Depreciation		3,881			6,118			41,645
Common Stock Issued in Exchange for Services		152,285			—			805,258
Expense to Prior Owners		—			—			257,000
Gain on Sale of Assets		—			—			(3,200	)
Loss on Impairment of License Right		—			—			130,505
Common Stock Issued in Lieu of Rent Expense		27,000			—			27,000
Changes in Assets and Liabilities:
Prepaid Expenses		21,278			1,683			7,096
Accounts Payable		—			(1,755	)		(24,458	)
Accrued Expenses		(20,178	)		13,972			33,288
Accrued Legal Expense		(6,217	)		4,160			113,662
Accrued Interest		15,488			15,505			68,953
Deferred Revenues		—			(7,581	)		75,818
Net Cash Flows from Operating Activities		(98,257	)		(81,584	)		(505,664	)
Net Cash Flows from Investing Activities
Proceeds from Sale of Asset		—			—			5,000
Acquisition of Cash in Reorganization		—			—			916
Purchase of Property and Equipment		(66,900	)		—			(103,702	)
Net Cash Flows from Investing Activities		(66,900	)		—			(97,786	)
Cash Flows from Financing Activities
Cash Proceeds from Sale of Stock		100,000			—			164,870
Cash Received from (Advance to) - Related Party		39,000			40,000			30,063
Due to Officer		29,950			31,570			412,975
Net Cash Flows from Financing Activities		168,950			71,570			607,908
Net Change in Cash and Cash Equivalents		3,793			(10,014	)		4,458
Cash and Cash Equivalents - Beginning of Period		665			10,658			—
Cash and Cash Equivalents - End of Period	$	4,458		$	644		$	4,458
Supplemental Non-Cash Investing and Financing Activities:
Acquisition of Accounts Payable in Reorganization	$	—		$	—		$	210,132
Acquisition of Notes Payable in Reorganization	$	—		$	—		$	47,988
Deemed Distribution	$	—		$	—		$	312,000
Common Stock Issued to Relieve Accounts Payable	$	—		$	—		$	3,500
Common Stock Issued for Note Payable Conversion	$	—		$	184,547		$	202,547
Common Stock Issued for Related Party Payable	$	—		$	—		$	70,000
Cash Paid During the Period for:
Interest	$	—		$	—		$	—
Income Taxes	$	—		$	—		$	—

The accompanying notes are an integral part of these financial statements.

8

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A - The Company

Merger and Recapitalization

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.

The Company was previously party to a joint venture named Xinjiang Yajia Distillate Company Limited (the “Venture”) to produce ethanol in the People’s Republic of China.  The Company’s board of directors determined that it was in the Company’s best interest to initiate a withdrawal from the ethanol business as of January 31, 2009 and assess alternative businesses.

On June 4, 2009 an Affiliate Stock Purchase Agreement (the “Stock Purchase Agreement”) was entered into by and between Gallant Energy International Inc. (“Gallant”), the owner of 5,000,000 shares of the Company’s common stock (prior to the Company’s one for sixty reverse stock split) and Lara Mac Inc. (“Lara Mac”), an entity controlled by Mitchell Brown (now the Chief Executive Officer of the Company and a member of the Company’s Board of Directors).  Pursuant to the Stock Purchase Agreement, Gallant sold all of its 5,000,000 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.

Under the terms of the Stock Purchase Agreement, the Board appointed five individuals to fill vacancies on the Board.  These new directors commenced their service on June 19, 2009.  The Board also appointed four new officers of the Company.

On August 10, 2009, the Company conducted a one for sixty 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 split.  All fractional shares resulting from the reverse stock split have been rounded up to the next whole share.

Janex International Inc. was formed on July6,2007, in the State of Delaware.   On January 8, 2008 Janex International Inc., changed its name to Cono Italiano, Inc (Delaware).

Cono Italiano, LLC (Cono, LLC) was formed on June 27, 2007 as a limited liability company in the State of New Jersey.  Cono, LLC had no operations and its primary assets were the license rights to manufacture, market, and distribute “pizza cono”, a unique pizza style food product.

- continued -

9

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A - The Company - continued

Merger and Recapitalization

In March 2007, the license rights held by the individual founders of Cono, LLC were sold to The Total Luxury Group (TLG), an unrelated entity.  On January 8, 2008 the license rights were transferred to Mitchell Brown for the total consideration of $312,000.  The transfer of Cono, LLC (which includes the license rights) was effected in settlement of an obligation due to Mitchell Brown by TLG.

On January 14, 2008, Cono, LLC was sold to Cono, Inc. (Delaware) for the total consideration of $426,000.  In exchange for the 100% interest in Cono, LLC, the sole member of the LLC received 6,000,000 shares of Cono, Inc. (Delaware) valued at $114,000 and was issued a promissory note for $312,000.  Mitchell Brown is also a principal stockholder in Cono, Inc. (Delaware).

The transaction was accounted for as a recapitalization of Cono, Inc. and Cono, LLC; as both companies were under common control.  As such, the assets and liabilities of Cono, LLC were carried over to Cono, Inc. (Delaware) at the historical carrying values.

At the time of the sale of Cono, LLC to Cono, Inc. (Delaware), Cono LLC had a tangible net book value of $114,700. Since the assets and liabilities of Cono, LLC were recorded at their historical carrying amounts after the merger and recapitalization, the excess of the consideration paid of $426,000 over the carrying value of $114,700 had been recorded as a distribution to the stockholder.

On November 12, 2009 Cono Inc. (Delaware) entered into a share exchange agreement whereby Cono Inc. (Delaware) would exchange all of its common stock for the stock of Tiger Renewable Energy, Inc. (TRE) (a shell company) on a share for share basis. Prior to entering into the share exchange agreement, the principal stockholder of Cono Inc. (Delaware) became a stockholder of TRE, either through direct ownership or through an entity in which he controlled, effectively gaining control of TRE, and on August 10, 2009, TRE changed its name to Cono Italiano, Inc., a Nevada corporation.   As an inducement for Cono (Delaware) to enter the share exchange agreement, TRE’s largest shareholder has agreed to the cancellation of 242,557 shares of Cono (Nevada) stock.

The exchange of shares between Cono Italiano, Inc., (Delaware) and Cono Italiano, Inc., (Nevada) was accounted for as a recapitalization of the Companies, as the majority stockholder of Cono Italiano, Inc. will be the majority stockholder of the surviving company.  Pursuant to the accounting for a recapitalization, the historical carrying value of the assets and liabilities of Cono, Inc. (Nevada) will carry over to the surviving company.

Effective at the closing of the share exchange transactions, November 12, 2009, Cono (Delaware) became a wholly owned subsidiary of Cono (Nevada).

- continued -

10

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A - The Company - continued

Scope of Business

The Company is licensed to distribute an innovative food product - a cone-shaped pizza called "Pizza Cono."  The product will be distributed into fast food market establishments which include typical fast food chains, supermarkets, convenience stores, entertainment facilities, and sports arenas.  The Company’s focus will be the sale and management of licensing and distribution agreements with customers.

Note B - Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements of Cono Italiano, Inc. (the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s registration statement on Form 10-K, and other reports filed with the SEC.

The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented.  The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.  Certain information that is not required for interim financial reporting purposes has been omitted.

Principles of Consolidation

The consolidated financial statements include the accounts of Cono Italiano, Inc. (Nevada) and its wholly owned subsidiary, Cono Italiano, Inc. (Delaware) (the “Company”).  All significant intercompany balances have been eliminated in consolidation.

Method of Accounting

The Company maintains its books and prepares its financial statements on the accrual basis of accounting.

- continued -

11

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note B - Summary of Significant Accounting Policies – continued

Development Stage

The Company has operated as a development stage enterprise since its inception by devoting substantially all of its efforts to financial planning, raising capital, research and development, and developing markets for its services.  The Company prepares its financial statements in accordance with the requirements of FSAB ASC 915, “Development Stage Entities.”

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes” using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities.  This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment.  Deferred tax assets are recognized, net of any valuation allowance, for temporary differences and net operating loss and tax credit carry forwards.  Deferred income tax expense represents the change in net deferred assets and liability balances.

Earnings per Share

Earnings per share of common stock are computed in accordance with FASB ASC 260, “Earnings per Share”.  Basic earnings per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period.  Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and diluted earnings per share.

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.

- continued - 

12

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note B - Summary of Significant Accounting Policies – continued

Fair value of Financial Instruments

Prepaid expenses, accrued expenses, notes payable, and amounts due to and from related parties are carried in the financial statements at amounts which approximate fair value.

Stock-Based Compensation

Stock-based compensation related to non-employees is recognized based on service provided in the accompanying statements of operations and is based on the fair value of the services received or the fair value of the equity instruments issued, whichever is more readily determinable. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505, “Equity Based Payments to Non-Employees”. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

Note C - Recently Issued Accounting Standards

In January 2010, the FASB issued Accounting Standards Updated (ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements,” which amends ASC 820, “Fair Value Measures and Disclosures.”  ASU No. 2010-06 amends the ASC to require disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also require more detailed disclosure about the activity within Level 3 fair value measurements.  The changes to the ASC as a result of this update are effective for annual and interim reporting periods beginning after December 15, 2009 (January 1, 2010 for the Company), except for the requirements related to Level 3 disclosures, which are effective for annual and interim reporting periods beginning after December 15, 2010 (January 1, 2011 for the Company).  This guidance requires new disclosures only, and had no impact on the Company’s consolidated financial statements.

13

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note D - Related Party Transactions

Due from Related Party

On July 14, 2008, (the date of Edesia’s inception), the Company entered into an operating agreement with Edesia Emprise, LLC to manufacture product for the Company. The CEO of the Company owned 50% of Edesia until July 21, 2008 when he transferred his interest to a relative. At the date of the transfer, Edesia had no assets or business operations.

Due from Related Party consists of monies advanced on behalf of Edesia Emprise, LLC.

The Company purchased manufacturing equipment on behalf of Edesia to be used by an unrelated entity for the production of the pizza cones products. The manufactured pizza cone products will be resold by Cono and its licensees. Production of the pizza cones under the agreement began in March 2009.

The advances are non-interest bearing and is due upon demand.  Due from related party consists of the following:

	September 30,		December 31,
	2011		2010
Edesia Emprise, LLC	$	39,937	$	78,937

On November 11, 2009, Cono Italiano (Delaware) and Edesia Emprise, LLC entered into a Master Manufacturing Agreement.  Pursuant to this Master Manufacturing Agreement, Edesia Emprise, LLC will produce the Company’s Pizza Cono product.  Cono Italiano (Delaware) has agreed to pay Edesia Emprise, LLC the costs of production plus fifteen percent (15%).  This Master Manufacturing Agreement has a five (5) year term and will automatically renew unless cancelled by one of the parties pursuant to its terms.  This Master Manufacturing Agreement is exclusive within the United States.  Edesia Emprise, LLC may either produce this product directly or through a subcontractor.

In November 2009, Edesia Emprise, LLC entered into a subcontract agreement with Sunrise Bakery, located in Brooklyn, New York, to produce the cones for the Pizza Cono product on behalf of Edesia Emprise, LLC.

Due to Officer

Certain disbursements of the Company have been paid by an officer of the Company.  The balance at September 30, 2011 and December 31, 2010 was $724,975 and $695,025, respectively.  There are no established repayment terms.  For the periods ended September 30, 2011 and December 31, 2010, the Company has imputed interest at the applicable federal rate of 1.63% and 1.53%, respectively. Accrued interest was $54,974 and $43,729, at September 30, 2011 and December 31, 2010, respectively.

- continued -

14

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note E - Accrued Legal Expense

Accrued legal expense consists of legal services rendered to the Company in the ordinary course of business including SEC filings and the reverse merger.  Accrued legal expense at September 30, 2011 and December 31, 2010 was $175,826 and $182,043, respectively.

Note F - Notes Payable

The Company has a note payable to DT Crystal Limited accruing interest at 10% annually which is due upon demand.  The note is convertible at option of the holder into restricted stock of Cono (Nevada).  At September 30, 2011 and December 31, 2010 note payable to DT Crystal was $59,419 and $55,177, respectively.  Interest expense for the nine months ended September 30, 2011 and 2010 was $4,243 and $3,844, respectively.

Note G - Going Concern

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations.  As a result, there is an accumulated deficit of $2,057,725 at September 30, 2011.

The Company’s continued existence is dependent upon its ability to raise capital.  The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern

15

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note H –  Employment Contracts

On December 30, 2009 the Company entered into employment agreements with each of the officers serving the Company.  The employment agreements contained the following provisions: (i) two-year terms with automatic renewal provisions unless notice is given by either party 30 days prior to renewal; (ii) commitment of a substantial portion of their professional time to the Company, consisting of 75% of their time for Mitchell Brown and 60% of their time for each of Joseph Masselli, Alex Kaminski and Steve Savage; and (iii) additional customary employment agreement terms and conditions.  The officers have agreed that they will not receive any compensation for their services to the Company prior to January 1, 2012.  The compensation of the officers has been set as follows:

	Annual
Officer	Salary
Mitchell Brown, Chief Executive Officer	$	125,000
Joseph Masselli, President and Chief Operating Officer	$	75,000
Alex Kaminski, Chief Financial Officer and Treasurer	$	50,000
Steve Savage, Secretary	$	50,000

It has been agreed by the Company, Mr. Smith, a director and Mr. Kaminski that pursuant to separate stock option agreements, Mr. Smith will be granted options to purchase 2,000,000 shares of the Company’s common stock at $.01 per share and Mr. Kaminski will be granted options to purchase 1,500,000 shares of the Company’s common stock at $.01 per share.  These options will vest in one year and will expire in three years.  As of September 30, 2011, the stock agreements have not been executed, therefore the options have not been granted.

On January 24, 2011 Joseph Masselli was relieved from his position as President and Chief Operating Officer.

Note I – Stock Based Compensation Expense

On October 5, 2006, the Company’s Board of Directors adopted the Company’s 2006 Equity Incentive Plan, which authorizes the Company to issue options for the purchase of up to 2,000,000 shares of the Company’s common stock, pursuant to the terms and conditions set forth therein.  The Equity Incentive Plan authorizes the issuance of incentive stock options (ISQ) and non-qualified stock options (NQOs) to the Company’s employees, directors or consultants.

- continued -

16

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note I – Stock Based Compensation Expense - continued

Options outstanding at the date of acquisition were 336. All outstanding options were fully vested and expensed prior to the acquisition.

	Number of		Weighted - Average Exercise
Options	Options		Price
Balance at December 31, 2010		336	$	120
Granted		––		––
Exercised		––		––
Cancelled		––		––
Balance at September 30, 2011		336	$	120
Options Exercisable at September 30, 2011		336	$	120

The aggregate intrinsic value of the options outstanding and the options exercisable during the nine months ended September 30, 2011 is $-0-.

The following table summarizes information about options outstanding and exercisable at September 30, 2011:

Exercise Price	Options Outstanding Number		Weighted Average Contractual Life (In Years)		Options Exercisable Number
$120		336		.10		336

As of September 30, 2011, there was no unrecognized compensation cost related to non-vested stock options.

17

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note J - Income Tax Compliance

The Company is not in compliance with filing its required income tax returns.  Since the Company has had continuous losses and has available net operating losses, the Company believes that any tax liability would not be material. Deferred taxes are provided for the temporary differences between the financial reporting basis and the tax reporting basis of the Company’s assets and liabilities.  The temporary differences between financial reporting and income tax purposes are primarily net operating loss carry forwards for income tax purposes. A valuation allowance is recorded for deferred tax assets when management determines it is more likely than not, that such assets, will not be realized.

A full valuation allowance has been established against the deferred tax assets for the years ended December 31, 2010 and 2009 as utilization of the loss carry forwards and realization of other deferred tax assets cannot be reasonably assured.

Note  K - Other Matters

On November 6, 2009, Cono Italiano (Delaware) entered into a Commitment Letter, pursuant to which, one of the Company’s shareholders, Lara Mac has agreed to provide financing to Cono Italiano, Inc., with such funds as the Company’s Board of Directors shall deem to be sufficient to maintain the Company’s ordinary course of business operations (the “Commitment Amount”).  We may draw on the Commitment Amount in monthly tranches in accordance with our operating requirements as set forth in our business plan. The available Commitment Amount will be reduced by the aggregate cash proceeds received by the Company which are derived from the issuance of any equity securities and Company gross revenues. Draws on the Commitment Amount will be made on terms of unsecured notes, with interest set on each note as of the date of the draw at prime rate plus two percent per annum. The notes will mature and become repayable thirty calendar days after demand at any time following the earlier of (a) December 31, 2010 or (b) the date upon which we are in receipt of revenues or proceeds from the sales of equity securities. We will give Lara Mac customary representations and warranties regarding the good standing of our Company and status of progress in respect of our Company business plan prior to each draw on the Commitment Amount, and we will provide certifications and covenants regarding use of proceeds of each draw, which will be in customary forms reasonably requested by Lara Mac as determined by reference to similar lenders making similar loans to similar companies. Lara Mac will not be required to make any loans under the Commitment Amount to us if we are unable to make the representations, warranties, certifications or covenants, or if we are in breach of any previously given representations, warranties, certifications or covenants. If we breach any of the notes, the default rate will be 15% per annum and Lara Mac may seek recourse against our company for repayment of all of the notes. As of September 30, 2011, no funds have been borrowed.

18

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note M – Other Matters – continued

On August 1, 2010, Cono Italiano (Delaware) entered into a manufacturing agreement with Interstate Caterers for the purposes of manufacturing, producing and distributing “pizza cono”.  The term of the agreement shall continue in force and effect unless terminated by either party.  Cono will lease to Interstate equipment required for the manufacture of the product for $1 per year.  All equipment will remain the property of Cono and upon termination of the agreement be returned to Cono by Interstate.

In addition to this agreement Cono issued 100,000 shares of common stock to the 2 sole stockholders of Interstate in exchange for the use of Interstate’s facility for 1 (one) year at an approximate value of $36,000 for the calendar year 2011, included in prepaid expenses.  For the nine months ended September 30, 2011, $27,000 has been expensed to rent.  This agreement was superseded in September 2011 by another agreement with Interstate Caterers (See below) .

On July 11, 2011 the Company signed a subscription agreement with an individual to purchase 4,525,640 shares of the Company’s common stock in four (4) installments of $50,000 each, totaling $200,000.  As of September 30, 2011 two (2) of the four installments had been received totaling $100,000.  The Company has not issued the 2,262,820 shares of common stock that are due to the individual for his investment, therefore, stock subscription receivable is $100,000 at September 30, 2011.

On September 7, 2011 the Company entered into a manufacturing agreement with Interstate Caterers for the purposes of manufacturing, producing and distributing “pizza cono”. As consideration for Interstate entering into the agreement, the Company agreed to issue 3,500,000 shares of its restricted common stock upon the execution of the agreement. As of September 30, 2011 the stock had not been issued.  As consideration for Interstate’s services under the agreement, Interstate will receive seventy percent (70%) of the difference between the sales price for the product less direct manufacturing costs for such product, regardless of whether the Company or Interstate initiated the sales of such product. In addition, the Company will lease to Interstate certain equipment to be used in the manufacture of the Cono products for $1.00 per year.

The term of the agreement is for a period of ten years commencing on September 7, 2011, the execution date of the agreement, and automatically renews for one additional ten-year period unless either the Company or Interstate provides the other notice of its intention to not renew at least thirty days prior to the end of the Initial Term.  The agreement may be earlier terminated at any time by the mutual consent of the Company and Interstate.  The Company may unilaterally terminate the agreement based on, among other things, Interstate’s non-performance in accordance with the Company’s specifications.  In addition, Interstate indemnifies the Company against third party claims based on alleged product defects.

19

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

This quarterly report on Form 10-Q and other reports filed by Cono Italiano, Inc. (“we,” “us,” “our,” or the “Company”), from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof.  When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements.  Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).  These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made.  These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates

Plan of Operation

On September 7, 2011, we entered into a strategic manufacturing agreement (the “Agreement”) with Interstate Caterers (“Interstate”) and continue moving forward with the production and distribution of our frozen foods and Pizza Cono. We have fulfilled our obligations pertaining to the Agreement and expect our first shipment of products to be delivered by the end of the Fourth Quarter 2011. Additionally, we expect to start sales of our products in the Fourth Quarter 2011.  We plan to fund the manufacturing process of these products through the use of private funding and resources provided by Interstate.

In November 2011, we, together with our manufacturing partner, completed construction on our UDSA and FDA approved facility for our Pizza Cono and new line of frozen foods. Additionally, we purchased the balance of equipment required to produce our filled cones and frozen foods. We anticipate production, sales and delivery beginning in the Fourth Quarter of 2011.

This equipment will enable Cono Italiano, Inc., to produce a frozen cone filled with a variety of toppings by using an automated filling line. We expect to be the sole producer of frozen filled cones made in the United States with USDA and FDA approval. We believe this will provide us with an advantage over our competitors in the market place.

In addition, we plan to introduce a new line of frozen foods in December 2011 and anticipate generating revenue from these products in the Fourth Quarter of 2011.We project products from this line to produce substantial revenue in 2012 and beyond. We intend to formally announce the launch of this line of products in December of 2011.

20

Results of Operation

For the three months ended September 30, 2011 compared to the three months ended September 30, 2010

Revenues and Profit

In the three month period ended September 30, 2011, Cono Italiano (Delaware) had no revenue, compared to total revenue of $2,527 for the same period in 2010.  The decline in total revenue is attributable to the Company severing its relationship with Pino Gelato, Inc.

The Company’s had no profits for the three month period ended September 30, 2011, which was a decrease from $2,527 for the same period in 2010.  The decline in gross profits is attributable to the Company severing its relationship with Pino Gelato, Inc. 

Selling Expenses, Interest Expenses and General and Administrative Expenses

For the three month period ended September 30, 2011, the Company’s selling expenses were $55,207, general and administrative expenses were $32,824 and  interest expenses were $4,404. This was an increase compared to the same period in 2010, in which selling expenses were $9,183, general and administrative expenses were $7,505 and  interest expenses were $4,459. This increase is primarily attributable to an increase in marketing and product consulting fees.

Net Loss

The net loss for the three month period ended September 30, 2011 was $92,435, which was an increase from $18,620 for the same period in 2010. This increase is attributable to shares issued in consideration for services and depreciation of equipment.

For the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010

Revenues and Profit

In the nine month period ended September 30, 2011, Cono Italiano (Delaware) had no revenue, compared to total revenue of $7,582 for the same period in 2010. The decline in total revenue is attributable to the severing of the Company’s relationship with Pino Gelato.  The Company and Pino Gelato were generating revenue by selling store licenses and supplying these licensees with products. Additionally, the decline in total revenue is attributable to the restructuring of the Company by entering into a manufacturing and partnership agreement with Interstate Caterers to manufacture and distribute our product, the Pizza Cono.

The Company’s has no profits for the nine month period ended September 30, 2011, which was a decrease of $7,582 for the same period in 2010. As described in the foregoing paragraphs, the decline in gross profits is due to the severing of the Company’s relationship with Pino Gelato and the restructuring of the Company in connecting with the manufacturing and partnership agreement with Interstate Caterers.

Selling Expenses, Interest Expenses, and General and Administrative Expenses 

For the nine month period ended September 30, 2011, the Company’s selling expenses were $91,795, general and administrative expenses were $184,511 and interest expenses were $15,488. This was an increase compared to the same period in 2010, in which selling expenses were $9,183, general and administrative expenses were $101,454 and interest expenses were $15,505. This increase is attributable to shares issued in consideration for services from prior agreements that were completed.

Net Loss

The net loss for the nine month period ended September 30, 2011 was $291,794, which was an increase from $118,560 for the same period in 2010.  This increase was attributable to the issuance of shares and depreciation of equipment.

Liquidity and Capital Resources

As of September 30, 2011, the Company did not have and continues to not have sufficient cash on hand to pay present obligations as they become due.  In addition, due to current economic conditions and the Company’s related risks and uncertainties, there is no assurance that we will be able to raise additional capital on acceptable terms, if at all, to meet our current obligation over the next 12 months.  Because of the foregoing, the Company’s auditors have expressed substantial doubt about our ability to continue as a going concern.

21

Net cash used for operating activities for the nine months ended September 30, 2011 and 2010, was $(98,257) and $(81,584), respectively.  The net loss for the nine months ended September 30, 2011 and 2010, was $(291,794) and $(118,560), respectively.  This increase is primarily attributable to the issuance of shares and depreciation of equipment.

As of September 30, 2011, Cono Italiano (Delaware) had $4,458 in cash and cash equivalents, as compared to $644 for the same period in 2010. The main source of the Company’s cash has been loans from an officer. Our Chief Executive Officer, Mitchell Brown, was owed $29,950 as of September 30, 2011, which total loan amount increased from $31,570 at December 31, 2010.

On November 9, 2009, Cono Italiano (Delaware) entered into a Commitment Letter, pursuant to which, one of our shareholders, Lara Mac has agreed to provide financing to Cono Italiano, Inc., with such funds as the Company’s Board of Directors shall deem to be sufficient to maintain the Company’s ordinary course of business operations (the “Commitment Amount”). Lara Mac is wholly owned by Mitch Brown, our Chief Executive Officer. We may draw on the Commitment Amount in monthly tranches in accordance with our operating requirements as set forth in our business plan. The available Commitment Amount will be reduced by the aggregate cash proceeds received by the Company which are derived from the issuance of any equity securities and Company gross revenues. Draws on the Commitment Amount will be made on terms of unsecured notes, with interest set on each note as of the date of the draw at prime rate plus two percent per annum. The notes will mature and become repayable thirty calendar days after demand at any time following the earlier of (a) December 31, 2010 or (b) the date upon which we are in receipt of revenues or proceeds from the sales of equity securities. We will give Lara Mac customary representations and warranties regarding the good standing of our Company and status of progress in respect of our Company business plan prior to each draw on the Commitment Amount, and we will provide certifications and covenants regarding use of proceeds of each draw, which will be in customary forms reasonably requested by Lara Mac as determined by reference to similar lenders making similar loans to similar companies. Lara Mac will not be required to make any loans under the Commitment Amount to us if we are unable to make the representations, warranties, certifications or covenants, or if we are in breach of any previously given representations, warranties, certifications or covenants. If we breach any of the notes, the default rate will be 15% per annum and Lara Mac may seek recourse against our company for repayment of all of the notes. As of September 30, 2011, there had been no borrowings under the Commitment Letter.

The following table summarizes total current assets, liabilities and working capital at September 30, 2011, compared to September 30, 2010.

	Sept. 30, 2011 (unaudited)		Dec. 31, 2010		Increase/ (Decrease)
Current Assets	$	93,627	$	199,828	$	(106,201)
Total Liabilities	$	1,183,990	$	1,164,948	$	19,042
Working Capital Deficit	$	(1,090,363)	$	(965,120)	$	125,243

As of September 30, 2011, we had a working capital deficit of $1,090,363, as compared to a working capital deficit of $965,120 as of September 30, 2010, an increase of $125,243.  Factors contributing to the increase in this deficit include the purchase of additional manufacturing equipment.

22

Current Liabilities consists of the following:

	Unaudited Sept. 30, 2011		Dec. 31, 2010
Accounts payable	$	135,508	$	135,508
Accrued expenses		33,288		53,466
Accrued interest		54,974		43,729
Notes payable		59,419		55,177
Due to officer		724,975		695,025
Accrued legal expense		175,826		182,043
Total current liabilities	$	1,183,990	$	1,164,948

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Though we evaluate our estimates and assumptions on an ongoing basis, our actual results may differ from these estimates.

Recently Issued Accounting Standards

In January 2010, the FASB issued Accounting Standards Updated (ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements,” which amends ASC 820, “Fair Value Measures and Disclosures.”  ASU No. 2010-06 amends the ASC to require disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also require more detailed disclosure about the activity within Level 3 fair value measurements.  The changes to the ASC as a result of this update are effective for annual and interim reporting periods beginning after December 15, 2009 (January 1, 2010 for the Company), except for the requirements related to Level 3 disclosures, which are effective for annual and interim reporting periods beginning after December 15, 2010 (January 1, 2011 for the Company).  This guidance requires new disclosures only, and had no impact on the Company’s consolidated financial statements.

Stock-Based Compensation

Stock-based compensation related to non-employees is recognized as compensation expense in the accompanying consolidated statements of operations and is based on the fair value of the services received or the fair value of the equity instruments issued, whichever is more readily determinable. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505, “Equity Based Payments to Non-Employees.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

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.

23

Item 3: Quantitative and Qualitative Disclosures About Market Risk

We do not hold any derivative instruments and do not engage in any hedging activities.

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 September 30, 2011, 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 September 30, 2011.

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 September 30, 2011, 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.

24

PART II: OTHER INFORMATION

Item 1: Legal Proceedings

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A: Risk Factors

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2010, filed with the SEC on September 1, 2011.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

On September 7, 2011, the Company entered into the Agreement with Interstate. As consideration for Interstate entering into the Agreement, the Company issued 3,500,000 shares of its restricted common stock (the “Shares”) upon the execution of the connection with the Agreement were issued pursuant to exemptions from registration provided by Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 3: Defaults Upon Senior Securities

There were no defaults upon senior securities during the quarter ended September 30, 2011.

Item 4: (Removed and Reserved)

Item 5: Other Information

There is no other information required to be disclosed under this item which was not previously disclosed.

Item 6. Exhibits.

Exhibit No.	Description
31.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
31.2	Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
32.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

*filed herewith

25

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: November 21, 2011	By:	/s/ Mitchell Brown
		Name: Mitchell Brown
		Title:   Principal Executive Officer

Dated: November 21, 2011	By:	/s/ Alex J. Kaminski
		Name: Alex J. Kaminski
		Title:   Principal Financial Officer and
		Chief Accounting Officer

26