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 quarterly period ended September 30, 2010
| [ ] | 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: 000-52739
YAFARM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 20-5156305 (I.R.S. Employer Identification No.) |
197 Route 18 South, Suite 3000, PMB 4157 East Brunswick, NJ (Address of principal executive offices) | 08816 (Zip Code) |
(732) 658-4280 (Registrant’s telephone number, including area code) |
| |
| (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 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 o No x.
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.
| | Large accelerated filer o | Accelerated filer o | |
| | | | |
| | Non-accelerated filer o | Smaller reporting company x | |
| | (Do not check if a smaller reporting company) | | |
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.
Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YesoNoo
Applicable only to corporate issuers:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 12, 2010, there were 10,000,000 shares of common stock, $0.001 par value, issued and outstanding.
YAFARM TECHNOLOGIES, INC.
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | | 3 |
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| ITEM 1 | Financial Statements | 3 |
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| ITEM 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10 |
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| ITEM 3 | Quantitative and Qualitative Disclosures About Market Risk | 14 |
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| ITEM 4T | Controls and Procedures | 15 |
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| PART II – OTHER INFORMATION | | 17 |
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| ITEM 1 | Legal Proceedings | 17 |
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| ITEM 1A | Risk Factors | 17 |
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| ITEM 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
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| ITEM 3 | Defaults Upon Senior Securities | 17 |
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| ITEM 4 | Submission of Matters to a Vote of Security Holders | 17 |
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| ITEM 5 | Other Information | 17 |
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| ITEM 6 | Exhibits | 17 |
PART I – FINANCIAL INFORMATION
This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.
Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.
ITEM 1 Financial Statements
YAFARM TECHNOLOGIES, INC.CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2010 AND DECEMBER 31, 2009
| | |
| | | September 30, 2010 | | | December 31, 2009 | |
| | | (Unaudited) | | | (Audited) | |
| | | | | | | |
| ASSETS | | | | | | |
| Current Assets | | | | | | |
| Cash and cash equivalents | | $ | 2,993 | | | $ | 2,993 | |
| Total Current Assets | | | 2,993 | | | | 2,993 | |
| | | | | | | | | |
| Property and Equipment | | | | | | | | |
| Computer equipment | | | 3,308 | | | | 3,308 | |
| Accumulated depreciation | | | (3,308 | ) | | | (2,990 | ) |
| Total Property and Equipment | | | - | | | | 318 | |
| | | | | | | | | |
| Total Assets | | $ | 2,993 | | | $ | 3,311 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY(DEFICIT) | | | | | | | | |
| | | | | | | | | |
| Liabilities | | | | | | | | |
| Current Liabilities | | | | | | | | |
| Accrued expenses and other payables | | $ | 1,700 | | | $ | 3,238 | |
| Related party payable – current portion | | | 27,356 | | | | 13,056 | |
| Total Current Liabilities | | | 29,056 | | | | 16,294 | |
| | | | | | | | | |
| Long Term Liabilities | | | | | | | | |
| Related party note payable | | | 83,727 | | | | 71,830 | |
| Total Long Term Liabilities | | | 83,727 | | | | 71,830 | |
| | | | | | | | | |
| Total Liabilities | | | 112,783 | | | | 88,124 | |
| | | | | | | | | |
| Stockholders’ Equity (Deficit) | | | | | | | | |
| Convertible Preferred Stock -- 1,500,000 shares authorized having a par value of $.001 per share; 0 shares issued and outstanding | | | | | | | | |
| Preferred stock -- 10,000,000 shares authorized having a | |
| par value of $.001 per share; 0 shares issued and | | | | | | | | |
| outstanding | | | | | | | | |
| Common stock -- 100,000,000 shares authorized having a | |
| par value of $.001 per share; 10,000,000 shares issued | | | | | | | | |
| and outstanding | | | 10,000 | | | | 10,000 | |
| Additional paid-in capital | | | 26,188 | | | | 26,188 | |
| Retained earnings (deficit) | | | (145,978 | ) | | | (121,001 | ) |
| Total Stockholders’ Equity (deficit) | | | (109,790 | ) | | | (84,813 | ) |
| | | | | | | | | |
| Total Liabilities and Stockholders’ Equity (deficit) | | $ | 2,993 | | | $ | 3,311 | |
The accompanying notes are an integral part of these unaudited interim condensed financial statements
YAFARM TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
(Unaudited)
| | | For the Three | | | For the Three | | | For the Nine | | | For the Nine | |
| | | Months Ended | | | Months Ended | | | Months Ended | | | Months Ended | |
| | | September 30, 2010 | | | September 30, 2009 | | | September 30, 2010 | | | September 30, 2009 | |
| | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
| | | | | | | | | | | | | |
| Revenues, net of discounts | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| Operating Expenses | | | 5,506 | | | | 3,476 | | | | 18,326 | | | | 15,372 | |
| Net Income (Loss) from Operations | | | (5,506 | ) | | | (3,476 | ) | | | (18,326 | ) | | | (15,372 | ) |
| Other Income (Expense): | | | | | | | | | | | | | | | | |
| Interest expense | | | (2,392 | ) | | | (2,026 | ) | | | (6,651 | ) | | | (5,438 | ) |
| Total Other Income (Expense) | | | (2,392 | ) | | | (2,026 | ) | | | (6,651 | ) | | | (5,438 | ) |
| Net Income (Loss) before taxes | | | (7,898 | ) | | | (5,502 | ) | | | (24,977 | ) | | | (20,810 | ) |
| Provision for Income Taxes (Benefit) | | | - | | | | - | | | | - | | | | - | |
| Net Income (Loss) | | $ | (7,898 | ) | | $ | (5,502 | ) | | $ | (24,977 | ) | | $ | (20,810 | ) |
| | | | | | | | | | | | | | | | | |
| Income (Loss) Per Share Basic and Fully Diluted | | $ | (0.01 | ) | | $ | (0.01 | ) | | $ | (0.01 | ) | | $ | (0.01 | ) |
| | | | | | | | | | | | | | | | | |
| Weighted Average Shares Outstanding Basic and Fully Diluted | | | 10,000,000 | | | | 10,000,000 | | | | 10,000,000 | | | | 10,000,000 | |
| | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these unaudited interim condensed financial statements
YAFARM TECHNOLOGIES, INC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
(Unaudited)
| | | | | | | |
| | | For the Nine | | | For the Nine | |
| | | Months Ended | | | Months Ended | |
| | | September 30, 2010 | | | September 30, 2009 | |
| | | (Unaudited) | | | (Unaudited) | |
| Cash Flows From Operating Activities | | | | | | |
| Net Income (Loss) | | $ | (24,977 | ) | | | (20,810 | ) |
| Adjustments to reconcile net income (loss) | | | | | | | | |
| to net cash from operating activities: | | | | | | | | |
| Depreciation and Amortization | | | 318 | | | | 496 | |
| Increase/(Decrease)-Accrued Expenses | | | (1,538 | ) | | | (1,505 | ) |
| Increase/(Decrease)-Accrued Interest | | | 6,651 | | | | - | |
| Expenses paid by shareholder | | | 19,546 | | | | 18,494 | |
| Net Cash From Operating Activities | | | - | | | | (3,325 | ) |
| | | | | | | | | |
| | | | | | | | | |
| Net Increase (Decrease) in Cash | | | - | | | | (3,325 | ) |
| Beginning Cash Balance | | | 2,993 | | | | 9,132 | |
| Ending Cash Balance | | $ | 2,993 | | | $ | 5,807 | |
| | | | | | | | | |
| Supplemental Disclosure of Cash Flow Information | | | | | | | | |
| Cash Paid During the Year for Interest | | $ | - | | | $ | - | |
| Cash Paid During the Year for Income Taxes | | $ | - | | | $ | - | |
| | | | | | | | | |
The accompanying notes are an integral part of these unaudited interim condensed financial statements
YAFARM TECHNOLOGIES, INC.
Notes to the Condensed Consolidated Financial Statements
September 30, 2010
(Unaudited)
NOTE A – PRELIMINARY NOTE
The accompanying condensed consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the interim condensed financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for a fair statement of the results for the period. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed interim financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Form 10-K/A for the year ended December 31, 2009.
YaFarm Technologies, Inc. was formed as a corporation under the laws of the State of Delaware on June 16, 2006. On July 31, 2006, YaFarm Technologies, Inc. acquired YaFarm Group, LLC, a limited liability company formed under the laws of the State of New Jersey on November 13, 2003. The acquisition was accounted for as a reverse merger.
NOTE B – NEW ACCOUNTING PRONOUNCEMENTS
In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements, (amendments to FASB ASC Topic 605, Revenue Recognition) (“ASU 2009-13”) and ASU 2009-14, Certain Arrangements That Include Software Elements, (amendments to FASB ASC Topic 985, Software) (“ASU 2009-14”). ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the relative selling price method. ASU 2009-14 removes tangible products from the scope of software revenue guidance and provides guidance on determining whether software deliverables in an arrangement that includes a tangible product are covered by the scope of the software revenue guidance. ASU 2009-13 and ASU 2009-14 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company is currently evaluating, but does not expect adoption of ASU 2009-13 or ASU 2009-14 to have a material impact on the Company’s consolidated results of operations or financial condition.
In February 2010, the FASB issued ASU 2010-09, “Subsequent Events (Topic 855) - Amendments to Certain Recognition and Disclosure Requirements.” ASU 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement that an SEC filer disclose the date through which subsequent events have been evaluated. ASC 2010-09 was effective upon issuance. The adoption of this standard had no effect on our results of operations or financial position.
In April 2010, the FASB issued ASU 2010-13, “Compensation - Stock Compensation (Topic 718) - Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades.” ASU 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal year s, beginning on or after December 15, 2010. The adoption of this standard will not have an effect on our results of operations or financial position.
YAFARM TECHNOLOGIES, INC.
Notes to the Condensed Consolidated Financial Statements
September 30, 2010
(Unaudited)
From time to time, new accounting pronouncements are issued by FASB that are adopted by us as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on our financial statements upon adoption.
NOTE C - GOING CONCERN
The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2010, the Company had an accumulated deficit of ($145,978) and no operations, raising substantial doubt about its ability to continue as a going concern.
Management’s plan to address the Company’s ability to continue as a going concern includes: obtaining additional funding from the sale of the Company’s securities and establishing revenues and seeking a potential merger candidate. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. Should we be unsuccessful, the Company may need to discontinue its operations.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE D - RELATED PARTY PAYABLE
During the quarter ended June 30, 2010, the Company borrowed $1,740 from a shareholder to pay for certain professional costs such as legal, accounting and listing services. The notes is non-interest bearing and is due and payable on demand.
On February 8, 2008, the Company borrowed $20,000 through the issuance of a Note to Columbia China Capital Group, Inc., an affiliated party and a shareholder of the Company. The Note carries 10% interest per annum for a term of one year. On February 7, 2009, the principle balance ($20,000) and accrued interest ($2,000) on the original note were combined into a new note. The new note accrues interest at 10% per annum for a term of two years. The proceeds of the Note were used to pay for certain professional costs such as legal, accounting and listing services. The Company has accrued interest of $3,616 on the new note as of September 30, 2010.
On November 1, 2008, the Company signed a $32,252 Note to Columbia China Capital Group, Inc., an affiliated party and a shareholder of the Company. The Note carries 10% interest per annum for a term of one year. On November 1, 2009, the principle balance ($32,252) and accrued interest ($3,225) on the original note were combined into a new note. The new note accrues interest at 10% per annum for a term of two years. The Note was exchanged for related party payables to Columbia China Capital Group as a result of professional fees paid by Columbia and cash injection made by Columbia. The Company has accrued interest of $3,237 on the new note as of September 30, 2010.
YAFARM TECHNOLOGIES, INC.
Notes to the Condensed Consolidated Financial Statements
September 30, 2010
(Unaudited)
On December 31, 2008, the Company signed a $9,994 Note to Columbia China Capital Group, Inc., an affiliated party and a shareholder of the Company. The Note carries 10% interest per annum for a term of one year. On December 31, 2009, the principle balance ($9,994) and accrued interest ($999) on the original note were combined into a new note. The new note accrues interest at 10% per annum for a term of two years. The Note was exchanged for related party payables to Columbia China Capital Group as a result of professional fees paid by Columbia and cash injection made by Columbia. The Company has accrued interest of $822 on the new note as of September 30, 2010.
On May 20, 2009, the Company signed a $13,056 Note to Columbia China Capital Group, Inc., an affiliated party and a shareholder of the Company. The Note carries 10% interest per annum for a term of one year. On May 20, 2010, the principle balance ($13,056) and accrued interest ($1,306) on the original note were combined into a new note. The new note accrues interest at 10% per annum for a term of two years. The proceeds from the note issuance were deposited into the Company’s bank account. The Company has accrued interest of $523 on the new note as of September 30, 2010.
On April 30, 2010, the Company signed a $12,060 Note to Columbia China Capital Group, Inc., an affiliated party and a shareholder of the Company. The Note carries 10% interest per annum for a term of two years. The Note was exchanged for related party payables to Columbia China Capital Group as a result of professional fees paid by Columbia. The Company has accrued interest of $506 on the note as of September 30, 2010.
On September 30, 2010, the Company signed a $5,747 Note to Columbia China Capital Group, Inc., an affiliated party and a shareholder of the Company. The Note carries 10% interest per annum for a term of two years. The Note was exchanged for related party payables to Columbia China Capital Group as a result of professional fees paid by Columbia. The Company has accrued interest of $0 on the note as of September 30, 2010
For the quarter ended on September 30, 2010, the Company accrued an additional $2,392 in accrued interest related to the notes payable to Columbia. The balance due to this party, including accrued interest, as of September 30, 2010 was $111,083.
NOTE E – APPROVAL OF PROSPECTIVE REVERSE STOCK SPLIT
On June 13, 2008, the holders of a majority of the issued and outstanding shares of common stock of the Company approved a prospective amendment to the Certificate of Incorporation of the Company to effectuate a 1-for-4 reverse stock split of the issued and outstanding shares of common stock of the Company. The purpose of the reverse stock split is to attract additional capital and to reduce the time involved and provide the Company with flexibility with respect to creating an optimal capital structure to complete an acquisition or merger with a future, as yet unidentified, company or companies. The Company anticipates effectuating the reverse stock split shortly before or after the consummation of an acquisition or merger with a future, as yet unidentified, company or companies. On July 7, 2008, the Co mpany filed a Definitive Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 to inform the Company’s stockholders of the above action. As of September 30, 2010 no acquisition or merger has occurred and no reverse stock split has been effectuated.
NOTE F – SUBSEQUENT EVENTS
There are no subsequent events to be reported.
| ITEM 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of signifi cant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
Although the forward-looking statements in this Quarterly Statement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, its unaudited financial statements and related notes elsewhere in this Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.
Overview
We have historically been a web development and web hosting company. Our wholly-owned subsidiary, YaFarm Group, LLC, offers a broad range of business-class website development and web hosting products and services for small and medium-sized businesses. Our goal is to help many traditional businesses go online to tap into the market potential offered by the Internet.
We face many challenges in meeting our goal. The market for Internet services is large, but fragmented, and constantly changing. In the short-term, we are focused on establishing ourselves in the web development and web hosting niche by providing quality service at a reasonable cost. In order to manage anticipated growth, we will rely on independent contractors to provide many of the services we intend to offer, which comes at the risk of losing quality when compared to having a large staff of employees. In addition, we will initially contract out web hosting services at a cost of approximately $100 plus $20 per month, per site, as opposed to spending approximately $100,000 to purchase and maintain the equipment necessary to do it in-house. In the long-term, intense competition is anticipated to reduce the price we can charge for our services and thus our profit margins.
Prospective Reverse Split
On June 13, 2008, the holders of a majority of our issued and outstanding shares of common stock approved a prospective amendment to our Certificate of Incorporation to effectuate a 1-for-4 reverse stock split of our issued and outstanding shares of common stock. The purpose of the reverse stock split is to attract additional capital and to reduce the time involved and provide us with flexibility with respect to creating an optimal capital structure to complete an acquisition or merger with a future, as yet unidentified, company or companies. We anticipate effectuating the reverse stock split shortly before or after the consummation of an acquisition or merger with a future, as yet unidentified, company or companies. On July 7, 2008, we filed a Definitive Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 to inform the Company’s stockholders of the above action. As of September 30, 2010, no acquisition or merger has occurred and no reverse stock split has been effectuated.
Series A Convertible Preferred Stock
On June 9, 2008, we amended our Certificate of Incorporation with a Certificate of Designation of the Rights, Preferences, Privileges, and Restrictions, which had not been set forth in the Certificate of Incorporation or in any amendment thereto, of the Series A Convertible Preferred Stock of YaFarm Technologies, Inc. The Certificate of Designation created a new series of preferred stock, consisting of 1,500,000 shares, each with an original issue price of $3.25 per share. Each share of Series A Convertible Preferred Stock will automatically convert, without any action on the part of the holder into (i) twenty (20) shares of our common stock, and (ii) three (3) warrants to purchase our common stock, exercisable for a period of five (5) years, at an exercise price of $0.1875 per share, upon the closing of an acquisition of a company by us that (a) has net income of at least $2.4 million for the fiscal year immediately preceding the year of acquisition, and (b) results in our shareholders immediately prior to the closing of the acquisition owning less than 50% of our voting power immediately following the acquisition. The holders of a majority of the Series A Convertible Preferred Stock may require that we redeem the Series A Convertible Preferred Stock at the original issue price of $3.25 if the acquisition transaction described above does not close on or before the date which is ninety (90) days from the date on which the first share of Series A Convertible Preferred Stock is issued by us. Each outstanding share of Series A Convertible Preferred Stock is entitled to one (1) vote per share on all matters to which our shareholders are entitled or required to vote. No shares of Series A Convertible Preferred Stock have been issued as of September 30, 2010.
Results of Operations for the Three Months Ended September 30, 2010 and 2009
Introduction
We generated no revenues during the first three quarters of 2010 and 2009, while our operating expenses during the third quarter of 2010 were higher as compared to the third quarter of 2009. As a result, our net loss for the third quarter of 2010 was higher than our net loss for the third quarter of 2009.
Revenues and Income (Loss) from Operations
Our revenue, operating expenses and net income (loss) from operations for the three months ended September 30, 2010, as compared to the three months ended September 30, 2009 and June 30, 2010, are as follows:
| | | 3 Months Ended September 30, 2010 | | | 3 Months Ended September 30, 2009 | | | 3 Months Ended June 30, 2010 | |
| | | | | | | | | | |
| Revenue | | $ | - | | | $ | - | | | $ | - | |
| Operating expenses | | | 5,506 | | | | 3,476 | | | | 7,447 | |
| | | | | | | | | | | | | |
| Net loss from operations | | $ | (5,506 | ) | | $ | (3,476 | ) | | $ | (7,447 | ) |
We generated no revenues during the three month periods ended September 30, 2010 and 2009. We had net loss from operations of $5,506 for the three months ended September 30, 2010, as compared to $3,476 for the three months ended September 30, 2009.
Liquidity and Capital Resources
Introduction
During the nine months ended September 30, 2010, we had a net loss of $24,977 and net cash from operations of $0. Because we don’t have any revenues, almost any change in our revenues or operating expenses has a material effect, and we anticipate that our net profit or loss, and operating profit or loss, will continue to vary widely from time period to time period.
Our cash and cash equivalents, total current assets, total assets, total current liabilities, and total liabilities as of September 30, 2010, as compared to December 31, 2009 and June 30, 2010, are as follows:
| | | September 30, | | | December 31, | | | June 30, | |
| | | 2010 | | | 2009 | | | 2010 | |
| | | | | | | | | | |
| Cash | | $ | 2,993 | | | | 2,993 | | | $ | 2,993 | |
| Total current assets | | | 2,993 | | | | 2,993 | | | | 2,993 | |
| Total assets | | | 2,993 | | | | 3,311 | | | | 2,993 | |
| Total current liabilities | | | 29,056 | | | | 16,294 | | | | 28,742 | |
| Total liabilities | | | 112,783 | | | | 88,124 | | | | 104,885 | |
Cash Requirements
Our cash requirements are expected to remain consistent with our historical needs over the next 12 months. Our cash is utilized primarily for professional fees associated with operating as a fully reporting public company.
During the quarter ended June 30, 2010, the Company borrowed $1,740 from a shareholder to pay for certain professional costs such as legal, accounting and listing services. The notes is non-interest bearing and is due and payable on demand.
On February 8, 2008, the Company borrowed $20,000 through the issuance of a Note to Columbia China Capital Group, Inc., an affiliated party and a shareholder of the Company. The Note carries 10% interest per annum for a term of one year. On February 7, 2009, the principle balance ($20,000) and accrued interest ($2,000) on the original note were combined into a new note. The new note accrues interest at 10% per annum for a term of two years. The proceeds of the Note were used to pay for certain professional costs such as legal, accounting and listing services. The Company has accrued interest of $3,616 on the new note as of September 30, 2010.
On November 1, 2008, the Company signed a $32,252 Note to Columbia China Capital Group, Inc., an affiliated party and a shareholder of the Company. The Note carries 10% interest per annum for a term of one year. On November 1, 2009, the principle balance ($32,252) and accrued interest ($3,225) on the original note were combined into a new note. The new note accrues interest at 10% per annum for a term of two years. The Note was exchanged for related party payables to Columbia China Capital Group as a result of professional fees paid by Columbia and cash injection made by Columbia. The Company has accrued interest of $3,237 on the new note as of September 30, 2010.
On December 31, 2008, the Company signed a $9,994 Note to Columbia China Capital Group, Inc., an affiliated party and a shareholder of the Company. The Note carries 10% interest per annum for a term of one year. On December 31, 2009, the principle balance ($9,994) and accrued interest ($999) on the original note were combined into a new note. The new note accrues interest at 10% per annum for a term of two years. The Note was exchanged for related party payables to Columbia China Capital Group as a result of professional fees paid by Columbia and cash injection made by Columbia. The Company has accrued interest of $822 on the new note as of September 30, 2010.
On May 20, 2009, the Company signed a $13,056 Note to Columbia China Capital Group, Inc., an affiliated party and a shareholder of the Company. The Note carries 10% interest per annum for a term of one year. On May 20, 2010, the principle balance ($13,056) and accrued interest ($1,306) on the original note were combined into a new note. The new note accrues interest at 10% per annum for a term of two years. The proceeds from the note issuance were deposited into the Company’s bank account. The Company has accrued interest of $523 on the new note as of September 30, 2010.
On April 30, 2010, the Company signed a $12,060 Note to Columbia China Capital Group, Inc., an affiliated party and a shareholder of the Company. The Note carries 10% interest per annum for a term of two years. The Note was exchanged for related party payables to Columbia China Capital Group as a result of professional fees paid by Columbia. The Company has accrued interest of $506 on the note as of September 30, 2010.
On September 30, 2010, the Company signed a $5,747 Note to Columbia China Capital Group, Inc., an affiliated party and a shareholder of the Company. The Note carries 10% interest per annum for a term of two years. The Note was exchanged for related party payables to Columbia China Capital Group as a result of professional fees paid by Columbia. The Company has accrued interest of $0 on the note as of September 30, 2010.
For the quarter ended on September 30, 2010, the Company accrued an additional $2,392 in accrued interest related to the notes payable to Columbia. The balance due to this party, including accrued interest, as of September 30, 2010 was $111,083.
Beyond the next 12 months, our cash needs are anticipated to remain relatively constant. We anticipate fulfilling our cash needs primarily through the sale of our common stock or the issuance of debt securities. We cannot estimate what our cash needs will be in the future, other than the approximately $50,000 annually we anticipate spending on the cost of being a publicly registered company, and we have not entered into any discussions concerning the sale of our common stock in the future.
Sources and Uses of Cash
Operations and Financing
During the nine months ended September 30, 2010, our net cash from operating activities was zero. The principal component of the net cash used in operating activities was a net loss of $(24,977), which was partially offset by expenses paid by shareholder of $19,546, and an increase in accrued interest of $6,651.
We anticipate that we will continue to operate at a loss until we are able to obtain substantial financing or acquire a profitable business.
Critical Accounting Policies
Our accounting policies are fully described in Note A to our consolidated financial statements within the 10-K/A.
Our results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principals generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debt, inventories, investments, intangible assets, income taxes, financing operations, and contingencies and litigation.
We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Off-balance Sheet Arrangements
We have no off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be material to investors.
| ITEM 3 | Quantitative and Qualitative Disclosures About Market Risk |
As a smaller reporting company, we are not required to provide the information required by this Item.
| ITEM 4T | Controls and Procedures |
(a) Disclosure Controls and Procedures
We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of September 30, 2010, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2010, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in Item 9A(b).
(b) Management Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that:
• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, Management identified the following two material weaknesses that have caused management to conclude that, as of September 30, 2010, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:
1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the year ending December 31, 2009. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
This Quarterly Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.
(c) Remediation of Material Weaknesses
To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness.
(d) Changes in Internal Control over Financial Reporting
No change in our system of internal control over financial reporting occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1 Legal Proceedings
In the ordinary course of business, we may be from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.
ITEM 1A Risk Factors
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of equity securities by the Company during the three month period ended September 30, 2010.
ITEM 3 Defaults Upon Senior Securities
There have been no events which are required to be reported under this Item.
ITEM 4 Submission of Matters to a Vote of Security Holders
There have been no events which are required to be reported under this Item.
ITEM 5 Other Information
None.
ITEM 6 Exhibits
(a) Exhibits
| 2.1 (1) | | Reorganization and Stock Purchase Agreement dated as of July 31, 2006, between the Company and YaFarm Group, LLC |
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| 3.1 (1) | | Certificate of Incorporation of YaFarm Technologies, Inc., filed on June 16, 2006 |
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| 3.2 (1) | | Certificate of Amendment of Certificate of Incorporation of YaFarm Technologies, Inc., filed on June 28, 2006 |
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| 3.3 (2) | | Certificate of Designation of Series A Convertible Preferred Stock filed on June 9, 2008 |
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| 3.4 (1) | | Bylaws of YaFarm Technologies, Inc. |
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| 31.1 | | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
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| 31.2 | | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
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| 32.1 | | Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 32.2 | | Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(1) Incorporated by reference from our registration statement on Form SB-2, filed with theCommission on February 16, 2007.
(2) Incorporated by reference from our quarterly report on Form 10-Q, filed with theCommission on November 19, 2008.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | YaFarm Technologies, Inc. |
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| Dated: November 12, 2010 | /s/ Zhiguang Zhang |
| | By: Zhiguang Zhang |
| | Its: Chief Executive Officer and Director |
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