UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] | QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 |
| FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2007 |
|
OR | |
|
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 |
Commission file number 333-146024
ANVIL FOREST PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
284C Campion Street
Kelowna, British Columbia
Canada V1X 7S8
(Address of principal executive offices, including zip code.)
(604) 818-2617
(telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | [ ] | Accelerated filer | [ ] |
| | | |
Non-accelerated filer | [ ] | Smaller reporting company | [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 4,430,000 as of February 11, 2008
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ANVIL FOREST PRODUCTS INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Unaudited)
(Stated in U.S. Dollars)
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ANVIL FOREST PRODUCTS INC. |
(A Development Stage Company) |
|
BALANCE SHEETS |
(Unaudited) |
|
DECEMBER 31, 2007 |
(Stated in U.S. Dollars) |
|
| | DECEMBER 31 | | | MARCH 31 | |
| | 2007 | | | 2007 | |
|
| ASSETS | | | | | | |
|
| Current Assets | | | | | | |
| Cash and cash equivalents | $ | 3,764 | | $ | 8,484 | |
| Accounts receivable | | 5538 | | | - | |
| Tax receivable | | 1,394 | | | 1,110 | |
| Prepaid expenses and deposits | | 10,000 | | | - | |
| Inventories (Note 3) | | 9,397 | | | 18,028 | |
|
| | $ | 30,093 | | $ | 27,622 | |
|
| LIABILITIES | | | | | | |
|
| Current Liabilities | | | | | | |
|
| Accounts payable and accrued liabilities | | 8,314 | | | 1,925 | |
| Due to a related party (Note 4) | | 38,658 | | | 4,158 | |
| | | 46,972 | | | 6,083 | |
|
| STOCKHOLDERS’ EQUITY (DEFICIENCY) | | | | | | |
|
| Capital Stock | | | | | | |
| Authorized: | | | | | | |
| Common Stock: 75,000,000 shares authorized, $0.0001 par value | | | | | | |
|
| Issued and oustanding: | | | | | | |
| 4,430,000 common shares at March 31, 2007 and December 31, 2007 | 443 | | | 443 | |
|
| Additional Paid In Capital | | 25,757 | | | 25,757 | |
|
| (Deficit) Accumulated During The Development Stage | | (43,079 | ) | | (4,661 | ) |
| | | (16,879 | ) | | 21,539 | |
|
| | $ | 30,093 | | $ | 27,622 | |
|
|
The accompanying notes are an integral part of these financial statements.
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ANVIL FOREST PRODUCTS INC. |
(A Development Stage Company) |
|
STATEMENTS OF OPERATIONS |
(Unaudited) |
|
(Stated in U.S. Dollars) |
| | | | | | | | | |
| | | | | | | | PERIOD FROM | |
| | THREE | | | NINE | | | INCEPTION | |
| | MONTHS | | | MONTHS | | | AUGUST 11 | |
| | ENDED | | | ENDED | | | 2006TO | |
| DECEMBER 31 | | DECEMBER 31 | | | DECEMBER 31 | |
| | 2007 | | | 2007 | | | 2007 | |
| | | | | | | | | |
Sales | $ | - | | $ | 9,507 | | $ | 18,695 | |
| | | | | | | | | |
Cost of goods sold | | - | | | 8,631 | | | 18,275 | |
| | | | | | | | | |
Gross | | - | | | 876 | | | 420 | |
| | | | | | | | | |
Expenses | | | | | | | | | |
Professional fees | | 3,513 | | | 35,877 | | | 36,627 | |
Rent | | 1,531 | | | 4,390 | | | 6,131 | |
Office and sundry | | 121 | | | 263 | | | 872 | |
| | | | | | | | | |
| | 5,165 | | | 40,530 | | | 43,630 | |
| | | | | | | | | |
Operating loss | | (5,165 | ) | | (39,654 | ) | | (43,210 | ) |
| | | | | | | | | |
Other income (loss) | | | | | | | | | |
Foreign exchange gain (loss) | | 471 | | | 1,236 | | | 131 | |
| | | | | | | | | |
Net Loss For The Period | $ | (4,694 | ) | $ | (38,418 | ) | $ | (43,079 | ) |
|
Basic And Diluted Loss Per Common Share | $ | (0.00 | ) | $ | (0.01 | ) | | | |
|
Weighted Average Number Of Common Shares | | | | | | | | |
Outstanding | | 4,430,000 | | | 4,430,000 | | | | |
The accompanying notes are an integral part of these financial statements.
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ANVIL FOREST PRODUCTS INC. |
(A Development Stage Company) |
|
STATEMENTS OF CASH FLOWS |
(Unaudited) |
|
(Stated in U.S. Dollars) |
|
|
| | | | | | | | PERIOD FROM | |
| | THREE | | | NINE | | | INCEPTION | |
| | MONTHS | | | MONTHS | | | AUGUST 11 | |
| | ENDED | | | ENDED | | | 2006TO | |
| DECEMBER 31 | | DECEMBER 31 | | | DECEMBER 31 | |
| | 2007 | | | 2007 | | | 2007 | |
|
Cash Flows From (Used by) Operating Activities | | | | | | | | | |
Net loss for the period | $ | (4,694 | ) | $ | (38,418 | ) | $ | (43,079 | ) |
|
Adjustments To Reconcile Net Loss To Net Cash | | | | | | | | | |
Used In Operating Activities | | | | | | | | | |
Accounts receivable | | 5,292 | | | (5,538 | ) | | (5,538 | ) |
Prepaid expense and deposit | | (10,000 | ) | | (10,000 | ) | | (10,000 | ) |
Tax receivable | | (140 | ) | | (284 | ) | | (1,394 | ) |
Inventories | | - | | | 8,631 | | | (9,397 | ) |
Accounts payable and accrued liabilities | | (10,524 | ) | | 6,389 | | | 8,314 | |
| | 20,066 | | | (39,220 | ) | | (61,094 | ) |
|
Cash Flows From Financing Activities | | | | | | | | | |
Proceeds from issuance of common shares | | - | | | - | | | 26,200 | |
Due to related parties | | 20,500 | | | 34,500 | | | 38,658 | |
| | 20,500 | | | 34,500 | | | 64,858 | |
|
Increase (Decrease) In Cash And Cash Equivalents | | 434 | | | (4,720 | ) | | 3,764 | |
|
Cash And Cash Equivalents, Beginning Of Period | | 3,330 | | | 8,484 | | | - | |
|
Cash And Cash Equivalents, End Of Period | $ | 3,764 | | $ | 3,764 | | $ | 3,764 | |
The accompanying notes are an integral part of these financial statements.
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ANVIL FOREST PRODUCTS INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
(Unaudited)
PERIOD FROM INCEPTION, AUGUST 11, 2006 TO DECEMBER 31, 2007
(Stated in U.S. Dollars)
| | | | | | (Deficit) | | | |
| | | | | | Accumulated | | Total | |
| | | | | Additional | During the | | Stockholders’ | |
| | Common | | | Paid-in | Development | | Equity | |
| | Stock | Amount | | Capital | Stage | | (Deficiency) | |
| | # | $ | | $ | $ | | $ | |
|
| Balance – August 11, 2006 (Date of | | | | | | | | |
| Inception) | – | – | | – | – | | – | |
| Issuance of common shares | | | | | | | | |
| for cash | | | | | | | | |
| - at $.0001 per share on November 30, | | | | | | | | |
| 2006 | 3,000,000 | 300 | | – | – | | 300 | |
| - at $.001 per share on December 1, 2006 | 900,000 | 90 | | 810 | – | | 900 | |
| - at $.02 per share on December 10, 2006 | 350,000 | 35 | | 6,965 | – | | 7,000 | |
| - at $.10 per share on December 15, 2006 | 180,000 | 18 | | 17,982 | | | 18,000 | |
|
| Comprehensive income (loss) | | | | | | | | |
| - Net loss for the period | – | – | | – | (4,661 | ) | (4,661 | ) |
|
| Balance, March 31, 2007 | 4,430,000 | 443 | | 25,757 | (4,661 | ) | 21,539 | |
|
| Comprehensive income (loss) | | | | | | | | |
| - Net loss for the period | | | | | (38,418 | ) | (38,418 | ) |
|
| Balance, December 31, 2007 | 4,430,000 | 443 | | 25,757 | (43,079 | ) | (16,879 | ) |
The accompanying notes are an integral part of these financial statements.
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ANVIL FOREST PRODUCTS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Stated in U.S. Dollars)
1. | OPERATIONS |
|
| Organization |
|
| The Company was incorporated in the State of Nevada, U.S.A., on August 11, 2006. The principal activity of the Company is custom wide plank flooring. The Company is considered a development stage company as defined in SFAS No.7. The Company has an office in Vancouver, Canada. During the period from August 11, 2006 (inception) to December 31, 2006, the Company was fairly inactive and transactions were only limited to the issuance of common stocks. Therefore, quarter financial information for period from August 11, 2006 (inception) to December 31, 2006 were not presented in the financial statements for the period ended December 31, 2007. |
|
| Going Concern |
|
| The accompanying financial statements have been prepared assuming the Company will continue as a going concern. |
|
| These financial statements have been prepared on a going concern basis, which the Company has incurred a net loss of $43,079 for the period from August 11, 2006 (inception) to December 31, 2007. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations. As at December 31, 2007, the Company has accumulated losses of $43,079 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
|
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| |
| The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates. |
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ANVIL FOREST PRODUCTS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Stated in U.S. Dollars)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued) |
|
| The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below: |
|
| Cash and cash equivalents |
|
| Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. As at December 31, 2007, there were no cash equivalents. |
|
| Use of Estimates and Assumptions |
|
| The preparation of financial statements in conformity with United States 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 |
|
| Advertising Expenses |
|
| The Company expenses advertising costs as incurred. There were no advertising expenses incurred by the Company for the period ended December 31, 2007. |
|
| Basic and diluted net loss per share |
|
| The Company reports basic loss per share in accordance with SFAS No. 128 – “Earnings Per Share”. Basic loss per share is computed using the weighted average number of common stock outstanding during the period. Diluted loss per share is computed using the weighted average number of common and potentially dilutive common stock outstanding during the period. As the Company generated net losses in the period presented, the basic and diluted loss per share is the same, as any exercise of options or warrants would be anti-dilutive. |
|
| Concentration of Credit Risk |
| |
| The Company places its cash and cash equivalents with high credit quality financial institutions. As of December 31, 2007, the Company had $nil in a bank beyond insured limits. The Company operates principally in Canada and grants credit to its customer in this geographic region. |
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ANVIL FOREST PRODUCTS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Stated in U.S. Dollars)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued) |
|
| Foreign Currency Transactions |
|
| The Company is located and operating outside of the United States of America. It maintains its accounting records in U.S. Dollars, as follows: |
|
| At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are remeasured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations. |
|
| Financial Instruments |
|
| The carrying values of cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximate their fair value because of the short maturity of these instruments. The Company’s operations are in Canada and virtually all of its assets and liabilities are giving rise to significant exposure to market risks from changes in foreign currency rates. The Company’s financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. |
|
| Income Taxes |
|
| The Company uses the asset and liability method of accounting for income taxes in accordance with SFAS No. 109 – “Accounting for Income Taxes”. This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. |
|
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ANVIL FOREST PRODUCTS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Stated in U.S. Dollars)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued) |
|
| Inventories |
|
| Inventories are stated at the lower of cost and net realizable value. Net realizable value represents the anticipated selling prices less all further costs for distribution. |
|
| Revenue Recognition |
|
| Revenues from sales are net of estimated provisions for returns, rebates and sales allowances from the sale of products. Revenues are recognized when persuasive evidence of an arrangement exists, delivery has occurred and products have been accepted by the customer, the amount of the consideration is fixed and determinable, and there is reasonable assurance of collection of the sales proceeds. |
|
| Long-Lived Assets |
|
| Long-lived assets and certain identifiable intangibles to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company continuously evaluates the recoverability of its long-lived assets based on estimated future cash flows and the estimated liquidation value of such long-lived assets, and provides for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the long-lived assets. If impairment exists, an adjustment is made to write the asset down to its fair value and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market value, discounted cash flows, or internal and external appraisals, as applicable. Assets to be disposed of, when applicable, are carried at the lower of carrying value or estimated net realizable value. |
|
| Comprehensive Income |
| |
| The Company adopted Statement of Financial Accounting Standards No. 130 (SFAS 130), Reporting Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders' Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has no elements of “other comprehensive income” for the period ended December 31, 2007. |
|
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ANVIL FOREST PRODUCTS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Stated in U.S. Dollars)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued) |
|
| Allowance for Doubtful Accounts |
|
| The allowance for doubtful accounts is an estimated amount based on an analysis of current business and economic risks, customer credit-worthiness and specific identifiable risks that may indicate a potential loss. The allowance is reviewed on a consistent basis to ensure that it adequately provides for all reasonably expected losses. An account may be determined to be uncollectible if all collection efforts have been exhausted. This uncollectible amount is written off against the allowance. The Company does not have any allowances for doubtful accounts for the period ended December 31, 2007. |
|
| Recent accounting pronouncements |
|
| In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainties in Income Taxes”, (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is effective for financial statements as of December 15, 2006. The adoption of FIN 48 is expected to have no impact on the Company's financial statements. |
|
| In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements but does not require any new fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company has not yet determined the impact of applying FAS 157. |
| |
| In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”, (“FAS 158”). FAS 158 requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. FAS 158 is effective for financial statements as of December 31, 2006. The adoption of FAS No. 158 is expected to have no impact on the Company's financial statements. |
|
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ANVIL FOREST PRODUCTS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Stated in U.S. Dollars)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued) |
|
| Recent accounting pronouncements (continued) |
|
| In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company has not yet determined whether it will elect the fair value option for any of it s financial instruments. |
|
3. | Inventories |
|
| Inventories at December 31, 2007 consisted of the followings: |
|
| | | December 31, 2007 | | March 31, 2007 |
| |
| Raw materials | $ | 1,991 | $ | 1,991 |
| Finished goods | | 7,406 | | 16,037 |
| | $ | 9,397 | $ | 18,028 |
4. | DUE TO A RELATED PARTY |
|
| The amounts are due to a director and shareholder of the Company. The balances are unsecured and interest free with no specific terms of repayment. |
|
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ANVIL FOREST PRODUCTS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Stated in U.S. Dollars)
5. | CAPITAL STOCK |
|
| a) | On November 30, 2006, the Company issued 3,000,000 shares of common stock at a price of $0.0001 per share for cash proceeds of $300. |
|
| b) | On December 1, 2006, the Company issued 900,000 shares of common stock at a price of $0.001 per share for cash proceeds of $900. |
|
| c) | On December 10, 2006, the Company issued 350,000 shares of common stock at a price of $0.02 per share for cash proceeds of $7,000. |
|
| d) | On December 15, 2006, the Company issued 180,000 shares of common stock at a price of $0.10 per share for cash proceeds of $18,000. |
|
| e) | The Company has no stock option plan, warrants or other dilutive securities. |
|
6. | SEGMENTED INFORMATION |
| |
| Currently, the Company operates in one industry segment, purchases its inventory from one supplier and derives its revenue from one customer. All operating activities are in Canada and all the assets of the Company are located in Canada. |
| |
7. | COMMITMENTS |
| |
| The Company has an operating lease for its warehouse with a term expires November 30, 2011 for CAD$6,000 per annum. |
|
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Plan of Operation
We are a start-up corporation. Our auditors have issued a going concern opinion. This means there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated sufficient revenues to stay in business during the next twelve months.
We have generated $18,695 in revenues from our business operations since inception. The revenues, however, were not generated from our operations, but were a result of the purchase and sale of inventory. Both the purchase and sale were to unaffiliated third parties.
We have made sales only to one customer, an unaffiliated third party, Koeda Forest Products. We intend to find other customers but have no assurance that we will be able to do so. Our lack of customers is associated with risks, including the risk that we will lose our customer and the risk that we will not find additional customers. We need a larger customer base to have more assurance that we can generate sufficient revenue to grow our company. Without a larger customer base, our future revenue is unpredictable.
We have established our office and raised $26,200 from our private placement of securities.
Because our officers and directors do not have prior experience in financial accounting and the preparation of reports under the Securities Act of 1934, we may have to hire additional experienced personnel to assist us with the preparation thereof. If we need the additional experienced personnel and we do not hire them, we could fail in our plan of operations and have to suspend operations or cease operations entirely and you could lose your investment. Currently, we do not have funds to hire such personnel and we do not intend to do so in the near future. Further, until we open our shop, we have no plans to raise money to hire personnel to assist with the preparation of SEC reports. Our officers and directors plan to educate themselves in order to prepare and file reports with the SEC. Any costs related to filing the reports will be advanced by the officers and directors on an as needed basis.
We believe it will cost $60,000 to operate for twelve months. The $60,000 is comprised of $40,000 for inventory; $3,000 for a salary for our officers and directors; $5,000 for marketing/advertising; $1,000 for office equipment; $11,000 for working capital.
Other than the cost of our inventory, other costs relating to the installation of the floor and paneling will be paid by our customers.
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We also rely on periodic loans from our officers and directors in order to pay bills and to continue with our business should we not generate sufficient revenues from our business operations. Our officers and directors have committed to loan us money to maintain operations. The foregoing is an oral declaration of intention by our officers and directors. It is not evidenced by any written documentation, and is not enforceable as a matter of law because there is no consideration for the agreement.
We estimate that it will cost approximately $60,000 to maintain operations for the next twelve months. If we cannot sustain our operations from our revenues, we will have to obtain additional loans from our officers and directors or raise additional funds through a second private placement of securities.
Milestones
Our milestones for the next twelve months are as follows:
| 1. | Begin advertising and promoting our services in the Kelowna, British Columbia area by advertising through newspapers, periodicals and leaflets. We also intend to establish a website to promote our services and products. The website will be developed by our officers and directors. This activity should take thirty days and cost approximately $500. |
| |
| | Advertising is an ongoing process which will continue during the life of our business. |
| |
| 2. | Purchase additional inventory of wood. We have allocated $40,000 for the wood. We should have a limited initial inventory of wood in place at our office within the next six months subject to raising additional capital. |
| |
| 3. | Make contact with additional prospective customers as a result of our advertisements. |
If we are unable to generate sufficient revenues, we may have to suspend or cease operations. If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not have any plans to do anything else.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We have generated only $18,695 in revenues from operations since our inception on August 11, 2006 to December 31, 2007. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price increases in products and services.
We may need additional capital to operate during the next twelve months. Our officers and directors will loan us the funds necessary to open the floor shop, including the funds for refurbishing, leasing the equipment, and advertising. However, as noted, we do not have a written agreement from our officers to loan us money if we need it.
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To become profitable and competitive, we have to attract customers and generate additional revenues.
Equity financing could result in additional dilution to existing shareholders.
As of the date of this report, we have initiated limited operations and generated limited revenues.
Liquidity and Capital Resources
We raised $26,200 in our private placement and obtained a $38,658 advance from one of our directors. We used $61,094 for our operations, leaving us with $3,764 in cash.
If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. Our officers and directors have committed to loan us money to maintain operations.
As of the date of this report, we have initiated limited operations and have generated limited revenues of $18,695.
Since inception we have issued 4,430,000 shares of common stock pursuant to the exemption from registration set forth in Regulation S of the Securities Act of 1933. The total purchase price of the shares was $26,200.
In November 2006 we sold 3,000,000 shares of common stock to our officer and director, Walter Brenner and raised $300. In December, 2006, we sold 50,000 shares of common stock to our officer and director, Horst Balthes and raised $1,000. In December 2006 we sold 900,000 shares of common stock to 6 persons at an offering price of $0.001 per shares and raised $900; 300,000 shares of common stock to 6 persons at an offering price of $0.02 per share and raised $6,000; and, 180,000 shares of common stock to 12 persons at $0.10 per share and raised $18,000. All sales were made pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933. All purchasers were non-US persons and all sales took place outside the United States of America.
As of December 31, 2007, our total assets were $30,093 and our total liabilities were $46,972. Our total assets were comprised of cash and cash equivalents, accounts receivable, lumber inventory, prepaid expense and deposits and tax receivable. As of December 31, 2007, we had $3,764 in cash and cash equivalents. As of the date of this report, we had $3,764 in cash.
We do not expect significant changes in the number of employees. We do expect to hire independent subcontractors for all of our services.
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Results of Operations
Since inception on August 11, 2006, we have generated revenues of $18,695. Our expenses from inception through December 31, 2007 were $18,275 for cost of goods sold; $36,627 for professional fees; $6,131 for rent; and, $872 for office expenses.
As of December 31, 2007, our total assets were $30,093 and our total liabilities were $46,972.
Recent Accounting Pronouncements
In May 2005, the Financial Accounting Standards Board issued SFAS No. 154 “Accounting Changes and Error Corrections”, which replaces APB Opinion No. 20 and SFAS No. 3, and changes the requirements for the accounting for and reporting of a change in accounting principle. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS No. 154 will not have a material effect on the Company’s financial condition or results of operations.
In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainties in Income Taxes”, (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is effective for financial statements as of December 15, 2006. The adoption of FIN 48 is expected to have no impact on the Company's financial statements.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements but does not require any new fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company has not yet determined the impact of applying FAS 157.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”, (“FAS 158”). FAS 158 requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. FAS 158 is effective for financial statements as of December 31, 2006. The adoption of FAS No. 158 is expected to have no impact on the Company's financial statements.
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In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company has not yet determined whether it will elect the f air value option for any of its financial instruments.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures- Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS.
The following documents are included herein:
Exhibit No. | Document Description |
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31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended. |
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32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). |
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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 on this 13thday of February, 2008.
ANVIL FOREST PRODUCTS INC.
BY: WALTER BRENNER
Walter Brenner
President, Principal Executive Officer, Principal
Financial Officer, and Principal Accounting Officer
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EXHIBIT INDEX
Exhibit No. | Document Description |
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31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of 1934, as amended. |
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32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). |
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