U.S. 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 March 31, 2008
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
Fresca Worldwide Trading Corporation
(Exact name of small business issuer as specified in its charter)
Nevada |
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| 42-1689315 |
(State or Other Jurisdiction |
| (I.R.S. Employer | ||
of Incorporation) |
| Identification No.) | ||
7337 Oswego Road
Liverpool, NY 13090
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (315) 703-9014
Issuer's facsimile number: (315) 453-7311
No change
(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [x ] No [ ]
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
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: 2,120,000 shares of $.001 par value common stock was outstanding as of March 31, 2008.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer [ ]
Accelerated Filer [ ]
Non-Accelerated Filer [ ]
Smaller reporting company [X]
(Do not check if a smaller reporting company)
2
FRESCA WORLDWIDE TRADING CORPORATION
INTERIM AND UNAUDITED FINANCIAL STATEMENTS INDEX
PART I – FINANCIAL INFORMATION:
Page
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FRESCA WORLDWIDE TRADING, CORP. | ||||
BALANCE SHEETS | ||||
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| March 31, |
| December 31, |
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| 2008 |
| 2007 |
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| (Unaudited) |
| (Audited) |
CURRENT ASSETS |
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Cash and Cash Equivalents |
| $11,168 |
| $3,498 |
Accounts Receivable |
| - |
| 235 |
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TOTAL CURRENT ASSETS |
| 11,168 |
| 3,733 |
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PROPERTY & EQUIPMENT - NET |
| 4,959 |
| 5,396 |
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DEFERRED TAX ASSET |
| 9,750 |
| 9,750 |
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TOTAL ASSETS |
| $25,877 |
| $18,879 |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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Current Liabilities |
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Accounts Payable |
| $23,875 |
| $11,847 |
Related Party Note Payable |
| 5,029 |
| - |
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TOTAL CURRENT LIABILITIES |
| 28,904 |
| 11,847 |
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TOTAL LIABILITIES |
| 28,904 |
| 11,847 |
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STOCKHOLDERS' EQUITY (DEFICIT) |
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Preferred Stock, .001 par value 10,000,000 shares authorized |
| - |
| - |
Common Stock, .001 par value 100,000,000 shares |
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authorized, 2,120,000 shares issued and outstanding at |
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March 31, 2008 and December 31, 2007 |
| 2,120 |
| 2,120 |
Additional Paid in Capital |
| 46,880 |
| 46,880 |
Retained Earnings |
| (52,027) |
| (41,968) |
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TOTAL STOCKHOLDERS' EQUITY (DEFICIT) |
| (3,027) |
| 7,032 |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
| $25,877 |
| $18,879 |
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FRESCA WORLDWIDE TRADING, CORP. | ||||
STATEMENTS OF OPERATIONS | ||||
(Unaudited) | ||||
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| For The Three |
| For The Three |
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| Months Ended |
| Months Ended |
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| March 31, |
| March 31, |
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| 2008 |
| 2007 |
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SALES | $ | 12,692 | $ | 4,015 |
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COST OF SALES |
| 1,055 |
| 250 |
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Gross Profit |
| 11,637 |
| 3,765 |
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GENERAL AND ADMINSTRATIVE |
| 21,304 |
| 8,201 |
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OTHER INCOME (EXPENSE) |
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Other Income |
| 20 |
| 1,500 |
Interest Expense |
| (96) |
| - |
Total Other Income (Expense) |
| (76) |
| 1,500 |
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Loss Before Taxes |
| (9,743) |
| (2,936) |
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INCOME TAX EXPENSE |
| 316 |
| 0 |
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NET LOSS | $ | (10,059) | $ | (2,936) |
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Weighted Common Shares Outstanding |
| 2,120,000 |
| 2,120,000 |
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Net Loss per Common Share | $ | (0.00) | $ | (0.00) |
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FRESCA WORLDWIDE TRADING, CORP. | ||||
STATEMENTS OF CASH FLOWS | ||||
(UNAUDITED) | ||||
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| For The Three |
| For The Three |
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| Months Ended |
| Months Ended |
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| March 31, |
| March 31, |
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| 2008 |
| 2007 |
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Operating Activities: |
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Net Loss | $ | (10,059) | $ | (2,936) |
Adjustments to reconcile net income to net |
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cash provided (used) by operating activities: |
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Depreciation Expense |
| 437 |
| 500 |
(Increase) Decrease in Accounts Receivables |
| 235 |
| 0 |
Increase (Decrease) in Accounts Payable |
| 12,028 |
| 4,197 |
Increase (Decrease) in Accrued Interest |
| 29 |
| 0 |
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Net cash provided by operating activities |
| 2,670 |
| 1,761 |
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Investing Activities: |
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Purchase of Equipment |
| 0 |
| 0 |
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Net cash used in investing activities |
| 0 |
| 0 |
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Financing Activities: |
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Related Party Note Payable |
| 5,000 |
| 0 |
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Net cash provided by financing activities |
| 5,000 |
| 0 |
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Net Increase in cash |
| 7,670 |
| 1,761 |
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Cash - Beginning of Period |
| 3,498 |
| 20,761 |
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Cash - End of Period | $ | 11,168 | $ | 22,522 |
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Supplemental Disclosures of Cash Flow Information: |
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Cash Paid During Period The Period For: |
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Interest | $ | (96) | $ | 0 |
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FRESCA WORLDWIDE TRADING, CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 2008
NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
FRESCA WORLDWIDE TRADING, CORP. (the Company) is currently a provider of both privately owned and company owned automatic teller machines (ATM). The Company receives revenues from the collection of the surcharge revenues and inter exchange revenues.
Organization and Basis of Presentation
The Company was formed under the laws of the State of Nevada. On February 10, 2006, the Company entered into an asset purchase agreement with Cobalt Blue, LLC., a New York company, for the purchase of its ATM assets. The Company paid Cobalt Blue, LLC. $10,000 for the purchase of its ATM assets on February 10, 2006. Cobalt Blue, LLC. is operated as a privately held company and has been in existence since 2003. The Company was inactive from December 29, 2003 (date of formation) until February 10, 2006.
NOTE 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING BASIS
These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principals requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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.
CONCENTRATIONS OF CREDIT RISK
The Company's ATM’s are located in New York State and usage of those ATM’s may be affected by economic conditions in those areas. The Company has experienced decrease in revenues due to decreased locations and worsened economic conditions.
The Company maintains cash balances with a financial institution insured by the Federal Deposit Insurance Corporation up to $100,000. There are no uninsured balances at December 31, 2007 and 2006.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents for purposes of classification in the balance sheets and statement of cash flows. Cash and Cash equivalents consists of cash in bank (checking) accounts, CD, cash in ATM machines and money market.
EQUIPMENT AND DEPRECIATION
Fixed assets are stated at cost. Depreciation is calculated on a straight-line basis over the useful lives of the related assets, which range from five to seven years.
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FRESCA WORLDWIDE TRADING, CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 2008
NOTE 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
REVENUE RECOGNITION
The Company derives its revenue from surcharge revenue and inter exchange revenue. Surcharge fees are added fees which the Company charges the ATM user for dispensing cash. Inter exchange fees are fees charged between banks for transferring money. The Company all of the Surcharge Fees and receives a portion of the Inter exchange fees as income. The Company recognizes the net fees received as revenues.
The Company receives interchange fees for transactions on ATM’s that it owns. The Company also receives the interchange fee for transactions on ATM’s owned by third party vendors included within its network. The Company keeps and reports as revenues all interchange fees.
The Company has 3 different circumstances for recording the surcharge fee as revenue. In the first case, for ATM’s owned and serviced by the Company, the Company receives and reports all of the surcharge fee as revenue. In the second case, where the Company owns but does not service the ATM’s, the Company records the surcharge fee as revenue and records the portion of the fee paid to the owner of the ATM location as commission expense. In the third case, of ATM’s owned and serviced by third party vendors, the Company rebates all of the surcharge fee to the third party and does not report any surcharge fee revenue.
EARNINGS (LOSS) PER SHARE
The basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding.
DIVIDENDS
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.
INCOME TAXES
The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109, “Accounting for Income Taxes.” SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes.
SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
EARNINGS (LOSS) PER SHARE
The basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding.
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FRESCA WORLDWIDE TRADING, CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 2008
NOTE 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
ACCOUNTS RECEIVABLE
The Company considers accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts is required. If amounts become uncollectible, they will be charged to operations when that determination is made. No such charges were recorded for the period ended March 31, 2008.
EQUIPMENT
The cost of equipment is depreciated over the estimated useful life of the related asset. Depreciation is computed by using the straight-line method for financial statement purposes. Maintenance and repairs are charged to income as incurred.
NOTE 3.
COMMON STOCK
During 2007, the Company issued 120,000 shares at $0.25 per share. The number of shares issued and outstanding at December 31, 2007 is 2,120,000.
NOTE 4.
NOTE PAYABLE
The Company has a $5,000 note payable with Joseph Passalaqua bearing interest at 10%; payable on demand.
NOTE 5.
OPERATING LEASE
The Company leases office space under an operating lease expiring in July 2009. Rent expense for the period ended March 31, 2008 amounted to $600.
The minimum future rental payments under the operating lease at March 31, 2008 are as follows:
2009 | $ | 2,400 |
NOTE 6.
THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
Below is a listing of the most recent accounting standards SFAS 150-154 and their effect on the Company.
Statement No. 150
Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (Issued 5/03)
This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.
Statement No. 151
Inventory Costs-an amendment of ARB No. 43, Chapter 4 (Issued 11/04)
This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that “…under some circumstances, items such as idle facility expense, excessive spoilage, double freight and re-handling costs may be so abnormal ass to require treatment as current period charges….” This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal.” In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities.
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FRESCA WORLDWIDE TRADING, CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 2008
NOTE 6.
THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS - Continued
Statement No. 152
Accounting for Real Estate Time-Sharing Transactions (an amendment of FASB Statements No. 66 and 67)
This Statement amends FASB Statement No. 66, Accounting for Sales of Real Estate, to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions.
This Statement also amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, states that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. The accounting for those operations and costs is subject to the guidance in SOP 04-2.
Statement No. 153
Exchanges of Non-monetary Assets (an amendment of APB Opinion No. 29)
The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, includes certain exceptions
to the principle. This Statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assts and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.
Statement No. 154 – Accounting Changes and Error Corrections (a replacement of APB Opinion No. 20 and FASB Statement No. 3)
This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed.
The adoption of these new Statements is not expected to have a material effect on the Company’s current financial position, results or operations, or cash flows.
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NOTE 7.
GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
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 and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
Forward Looking Statements
Some of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they:
· | discuss our future expectations; |
· | contain projections of our future results of operations or of our financial condition; and |
· | state other "forward-looking" information. |
We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk Factors," "Business" and elsewhere in this prospectus. See "Risk Factors."
Organization and Basis of Presentation
The Company was formed under the laws of the State of Nevada. On February 10, 2006, the Company entered into an asset purchase agreement with Cobalt Blue, LLC., a New York company, for the purchase of its ATM assets. The Company paid Cobalt Blue, LLC. $10,000 for the purchase of its ATM assets on February 10, 2006. Cobalt Blue, LLC. is operated as a privately held company and has been in existence since 2003. The Company was inactive from December 29, 2003 (date of formation) until February 10, 2006.
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Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events are subject to change, and the best estimates and judgments routinely require adjustment. The amounts of assets and liabilities reported in our consolidated balance sheet, and the amounts of revenues and expenses reported for each of our fiscal periods, are affected by estimates and assumptions which are used for, but not limited to, the accounting for allowance for doubtful accounts, goodwill and intangible asset impairments, restructurings, inventory and income taxes. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of our consolidated financial statements.
Revenue Recognition Policies
The Company derives its revenue from surcharge revenue and inter exchange revenue. Surcharge fees are added fees which the Company charges the ATM user for dispensing cash. Inter exchange fees are fees charged between banks for transferring money. The Company all of the Surcharge Fees and receives a portion of the Inter exchange fees as income. The Company recognizes the net fees received as revenues.
The Company receives interchange fees for transactions on ATM’s that it owns. The Company also receives the interchange fee for transactions on ATM’s owned by third party vendors included within its network. The Company keeps and reports as revenues all interchange fees.
The Company has 3 different circumstances for recording the surcharge fee as revenue. In the first case, for ATM’s owned and serviced by the Company, the Company receives and reports all of the surcharge fee as revenue. In the second case, where the Company owns but does not service the ATM’s, the Company records the surcharge fee as revenue and records the portion of the fee paid to the owner of the ATM location as commission expense. In the third case, of ATM’s owned and serviced by third party vendors, the Company rebates all of the surcharge fee to the third party and does not report any surcharge fee revenue.
THREE MONTHS ENDED MARCH 31, 2008 COMPARED TO THREE MONTHS ENDED MARCH 31, 2007
REVENUES
Our total revenue increased by $8,677 or approximately 216.11%, from $4,015 in the three months ended March 31, 2007 to $12,692 in the three months ended March 31, 2008. This increase was primarily attributable due to more transactions on the network.
Our Inter Exchange increased by $371 or approximately 54.9%, from $676 in the three months ended March 31, 2007 to $1,047 in the three months ended March 31, 2008. This increase was primarily due to more transactions on the network.
Our Surcharge Revenues increased by $6,999 or approximately 209.6%, from $3,339 in the three months ended March 31, 2007 to $10,338 in the three months ended March 31, 2008. The increase was primarily attributable due to more transactions on the network.
Our ATM Supply vendors gave us credits in the period ended March 31, 2008 that led to an increase in revenue of $1,307.
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COSTS OF SALES
Our overall cost of sales increased for the three months ending March 31, 2008 by $805 or approximately 322% when compared to the three months ended March 31, 2007.
Our commissions decreased by $161 when compared to the same period in 2007. This decrease is primarily attributable to less vendors that received commission. Depreciation expense decreased by $63 when compared to the same period in 2007. This decrease is due to certain assets being fully depreciated and our on going strategy of identifying unprofitable payphones, and selling them to the site owners. Once a payphone is sold to the site owner it is removed from our assets and depreciation schedules. We own telephone equipment and motor vehicles, which provide a service for a number of years. The term of service is commonly referred to as the “useful life” of the asset. Because an asset such as telephone equipment or motor vehicle is expected to provide service for many years, it is recorded as an asset, rather than an expense, in the year acquired. A portion of the cost of the long-lived asset is reported as an expense duri ng the cost of an asset to expense over its life in a rational and systematic manner.
Our cost for ATM phone lines and supplies increased $1,029 when compared to the same period in 2007.
OPERATION AND ADMINISTRATIVE EXPENSES
Operating expenses increased by $13,419 or approximately 163.6% over the same period in 2007. Approximately 84.0% of this increase is related to fees we pay to accountants and attorneys throughout the period for performing various tasks. Rent increased by $600 when compared to 2007. Professional fees increased by $11,274 over 2007. These are fees we pay to accountants and attorneys throughout the period for performing various tasks. Our tax, office, and printing expenses, together account for an increase of $1545 when compared to the same period ending March 31, 2007
Interest Expense
Interest expense, net, increased for the period ended March 31, 2008 to $96 from $0 for the period ended March 31, 2007.
Net Loss from Operations
We had net loss of $10,059 for the period ended March 31, 2008 as compared to a net loss after taxes of $2,936 for the period ended March 31, 2007. This increase was due to a increase in operating expenses for the period ended March 31, 2008.
Liquidity and Capital Resources
Our primary liquidity and capital resource needs are to finance the costs of our operations.
As of March 31, 2008, we had $11,168 cash on hand, compared to $22,522 as of March 31, 2007.
We believe that we will continue to need investing and financing activities to fund operations.
Net cash provided by operating activities was $2,670 during the three-month period ended March 31, 2008, mainly representative of an increase in Accounts Payable during 2008. This compares to net cash used in operating activities of $22,522 for the three-month period ended March 31, 2007.
Net cash provided by financial activities was $5,000 during three-month period ended March 31, 2008, mainly representing the proceeds from related party notes. This compares to net cash provided by financing activities of $0 for the three-month period ended March 31, 2007.
Our expenses to date are largely due to professional fees and the cost of sales for telephone communication costs.
We believe that our results of operations will provide us with the necessary funds to satisfy our liquidity needs for the next 9 months. To the extent they are not, however, our principal stockholders have agreed to fund our operations for the next twelve-month period and beyond.
13
Working Capital
As of March 31, 2008, we had total assets of $25,877 and total liabilities of $28,904, which results in working deficit of $(3,027) as compared to total assets of $18,879 and total liabilities of $11,847 resulting in a working capital of $7,032 as of March 31, 2007.
COMMON STOCK
We are authorized to issue 100,000,000 shares of Common Stock, with a par value of $0.001. There are 2,120,000 shares of Common Stock issued and outstanding as of the date of March 31, 2008 of this form 10-Q. All shares of common stock have one vote per share on all matters including election of directors, without provision for cumulative voting. The common stock is not redeemable and has no conversion or preemptive rights. The common stock currently outstanding is validly issued, fully paid and non- assessable. In the event of liquidation of the company, the holders of common stock will share equally in any balance of the company's assets available for distribution to them after satisfaction of creditors and preferred shareholders, if any. The holders of common stock of the company are entitled to equal dividends and distributions per share with respect to the common stock when, as and if, declared by the board of directors from funds legally avail able.
PREFERRED STOCK
We are authorized to issue 10,000,000 shares of Preferred Stock, with a par value of $0.001. There are 0 shares of Preferred Stock issued and outstanding as of the date of March 31, 2008 of this form 10-Q.
CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS
Statements contained in this "Management's Discussion and Analysis or Plan of Operation" may contain information that includes or is based upon certain "forward-looking statements" relating to our business. These forward-looking statements represent managements current judgment and assumptions, and can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are frequently accompanied by the use of such words as "anticipates," "plans," "believes," "expects," "projects," "intends," and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, including, while it is not possible to predict or identify all such risks, uncertainties, and other factors, those relating to:
·
our ability to secure the additional financing adequate to execute our business plan;
·
our ability to identify, negotiate and complete the acquisition of an operating business, consistent with our business plan.
Any one of these or other risks, uncertainties, other factors, or any inaccurate assumptions may cause actual results to be materially different from those described herein or elsewhere by us. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. Certain of these risks, uncertainties, and other factors may be described in greater detail in our filings from time to time with the Securities and Exchange Commission, which we strongly urge you to read and consider. Subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above and elsewhere in our reports filed with the Securities and Exchange Commission. We expressly disclaim any intent or obligation to update any forward-looking statements.
Item 3. Quantitive and Qualitative Disclosure About Market Risks.
Not Applicable.
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Item 4. Controls and Procedures.
(a)
Evaluation of disclosure controls and procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended the ("Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
We have carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective.
(b)
Changes in internal controls.
There have been no significant changes in our internal controls or other factors that could significantly affect such controls and procedures subsequent to the date we completed our evaluation. Therefore, no corrective actions were taken.
Item 1. Legal Proceedings.
To the best knowledge of the Company's officers and directors, the Company is currently not a party to any pending legal proceedings.
Item 1A. Risk Factors.
There have been no material changes to the risk factors previously disclosed under item 1 of the Company’s Registration Statement on Form 10-SB, as filed with the United States Securities and Exchange Commission on February 8, 2007.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
(a)
Exhibits:
31.1
Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.
32.1
Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
Dated:May 14, 2008
FRESCA WORLDWIDE TRADING CORP.
By: /s/ Margaret Burton
Margaret Burton
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