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 SEPTEMBER 30, |
| 2008 |
|
OR | |
|
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 |
Commission file number 000-53292
ANVIL FOREST PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
3445 Manzano Cr
Las Vegas, Nevada 89121
(Address of principal executive offices, including zip code.)
(702) 448-6731
(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.YESx 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 November 10, 2008.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
ANVIL FOREST PRODUCTS INC. |
(A Development Stage Company) |
|
BALANCE SHEETS |
(Unaudited) |
| | | | | |
| SEPTEMBER 30 | | | MARCH 31 | |
| | 2008 | | | 2008 | |
| | | | | | |
ASSETS | | | | | | |
| | | | | | |
Current Assets | | | | | | |
Cash and cash equivalents | $ | - | | $ | 2,623 | |
Accounts receivable | | 5,538 | | | 16,342 | |
Tax receivable | | 1,300 | | | 878 | |
| | | | | | |
| $ | 6,838 | | $ | 19,843 | |
| | | | | | |
LIABILITIES | | | | | | |
| | | | | | |
Current Liabilities | | | | | | |
| | | | | | |
Accounts payable and accrued liabilities | | 7,555 | | | 8,116 | |
Due to a related party (Note 4) | | 44,395 | | | 42,658 | |
| | 51,950 | | | 50,774 | |
|
STOCKHOLDERS’ EQUITY (DEFICIENCY) | | | | | | |
| | | | | | |
Capital Stock | | | | | | |
Authorized: | | | | | | |
Common Stock: 75,000,000 shares authorized, $0.0001 par value | | | | | | |
| | | | | | |
Issued and outstanding: | | | | | | |
4,430,000 common shares at September 30, 2008 and March 31, | | | | | | |
2008 | | 443 | | | 443 | |
| | | | | | |
Additional Paid In Capital | | 26,624 | | | 26,624 | |
| | | | | | |
(Deficit) Accumulated During The Development Stage | | (72,179 | ) | | (57,998 | ) |
| | (45,112 | ) | | (30,931 | ) |
| | | | | | |
| $ | 6,838 | | $ | 19,843 | |
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 | | | Three | | | Six | | | Six | | | Inception | |
| | Months | | | Months | | | Months | | | Months | | | August 11 | |
| | Ended | | | Ended | | | Ended | | | Ended | | | 2006 to | |
| | September 30, | | | September 30, | | | September 30, | | | September 30, | | | September 30, | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | | | 2008 | |
|
Sales | $ | - | | $ | - | | $ | - | | $ | 9,507 | | $ | 28,985 | |
|
Cost of goods sold | | - | | | - | | | - | | | 8,631 | | | 27,672 | |
|
Gross | | - | | | - | | | - | | | 876 | | | 1,313 | |
|
Expenses | | | | | | | | | | | | | | | |
Professional fees | | 6,871 | | | 24,182 | | | 13,426 | | | 32,364 | | | 53,126 | |
Rent | | - | | | 1,444 | | | 494 | | | 2,860 | | | 8,122 | |
Bank charges and interest expenses | | 59 | | | - | | | 140 | | | - | | | 1,328 | |
Regulatory and listing | | 130 | | | - | | | 130 | | | - | | | 10,410 | |
Office and sundry | | - | | | 60 | | | - | | | 142 | | | 609 | |
|
| | 7,060 | | | 25,686 | | | 14,190 | | | 35,366 | | | 73,595 | |
|
Operating loss | | (7,060 | ) | | (25,686 | ) | | (14,190 | ) | | (34,490 | ) | | (72,282 | ) |
|
Other income (loss) | | | | | | | | | | | | | | | |
Foreign exchange gain (loss) | | | | | - | | | 9 | | | 766 | | | 103 | |
|
Net Loss and Comprehensive loss For The Period | | (7,060 | ) | | (25,686 | ) | | (14,181 | ) | | (33,724 | ) | | (72,179 | ) |
|
Basic And Diluted Loss Per Common Share | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | | | |
|
Weighted Average Number Of Common Shares | | | | | | | | | | | | | | | |
Outstanding | $ | 4,430,000 | | $ | 4,430,000 | | $ | 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 | |
| | Six | | | Six | | | Inception | |
| | Months | | | Months | | | August 11 | |
| | Ended | | | Ended | | | 2006 to | |
| | September 30, | | | September 30, | | | September 30, | |
| | 2008 | | | 2007 | | | 2008 | |
|
Cash Flows From (Used by) Operating Activities | | | | | | | | | |
Net loss for the period | $ | (14,181 | ) | $ | (33,724 | ) | $ | (72,179 | ) |
|
Adjustments To Reconcile Net Loss To Net Cash | | | | | | | | | |
Used In Operating Activities | | | | | | | | | |
Imputed interest from due to a related party | | - | | | - | | | 867 | |
|
Changes In Non-Cash Working Capital Items | | | | | | | | | |
Accounts receivable | | 10,084 | | | (10,830 | ) | | (5,538 | ) |
Tax receivable | | (422 | ) | | (144 | ) | | (1,300 | ) |
Inventories | | - | | | 8,631 | | | | |
Accounts payable and accrued liabilities | | (561 | ) | | 16,913 | | | 7,555 | |
| | (4,360 | ) | | (19,154 | ) | | (70,595 | ) |
|
Cash Flows From Financing Activities | | | | | | | | | |
Proceeds from issuance of common shares | | - | | | - | | | 26,200 | |
Due to a related party | | 1,737 | | | 14,000 | | | 44,395 | |
| | 1,737 | | | 14,000 | | | 70,595 | |
|
Increase (Decrease) In Cash And Cash Equivalents | | (2,623 | ) | | (5,154 | ) | | - | |
|
Cash And Cash Equivalents, Beginning Of Period | | 2,623 | | | 8,484 | | | - | |
|
Cash And Cash Equivalents, End Of Period | $ | - | | | 3,330 | | $ | - | |
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 SEPTEMBER 30, 2008 |
(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 | |
|
Imputed interest from due to a related party | - | - | 867 | - | | 867 | |
|
Comprehensive income (loss) | | | | | | | |
- Net loss for the year | - | - | - | (53,337 | ) | (53,337 | ) |
|
Balance, March 31, 2008 | 4,430,000 | 443 | 26,624 | (57,998 | ) | (30,931 | ) |
|
Comprehensive income (loss) | | | | | | | |
- Net loss for the period | - | - | - | (14,181 | ) | (14,181 | ) |
|
Balance, September 30, 2008 | 4,430,000 | 443 | 26,624 | (72,179 | ) | (45,112 | ) |
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
SEPTEMBER 30 2008
(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. During the period, the Company relocated its principal executive office to Dalian, China. |
|
| 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 $72,179 for the period from August 11, 2006 (inception) to September 30, 2008. 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 September 30, 2008, the Company has accumulated losses of $72,179 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. |
|
F-5
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ANVIL FOREST PRODUCTS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30 2008
(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 six months or less when purchased. As at September 30, 2008, there were no cash equivalents (March 31, 2008 - $nil). |
|
|
| 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 September 30, 2008 and 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 the Company had no other dilutive securities as at September 30, 2008. |
|
F-6
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ANVIL FOREST PRODUCTS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30 2008
(Stated in U.S. Dollars)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued) |
|
| Concentration of Credit Risk |
|
| Company places its cash and cash equivalents with high credit quality financial institutions. As of September 30, 2008, the Company had $nil in a bank beyond insured limits (March 31, 2008 - $nil). |
| |
| |
| 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, accounts payable and accrued liabilities and due to a related party approximate their fair value because of the short maturity of these instruments. The Company’s operations was in Canada and relocated to Dalian, China during the period, which 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. |
|
F-7
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ANVIL FOREST PRODUCTS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30 2008
(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 est imated 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 September 30, 2008 and 2007. |
|
F-8
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ANVIL FOREST PRODUCTS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30 2008
(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. |
|
| Recent accounting pronouncements |
|
| In December 2007, the FASB ratified EITF No. 07-1,Accounting for Collaborative Arrangements,that discusses how parties to a collaborative arrangement (which does not establish a legal entity within such arrangement) should account for various activities. The consensus indicates that costs incurred and revenues generated from transactions with third parties (i.e. parties outside of the collaborative arrangement) should be reported by the collaborators on the respective line items in their income statements pursuant to EITF Issue No. 99-19,Reporting Revenue Gross as a Principal Versus Net as an Agent.,Additiona lly, the consensus provides that income statement characterization of payments between the participants in a collaborative arrangement should be based upon existing authoritative pronouncements; analogy to such pronouncements if not within their scope; or a reasonable, rational, and consistently applied accounting policy election. EITF Issue No. 07-1 is effective for financial statements beginning after December 15, 2008 and is to be applied retrospectively to all periods presented for collaborative arrangements existing as of the date of adoption. The Company is evaluating the impact, if any, the adoption of this consensus will have on the results of operations, financial position or cash flows. |
|
| In March 2008, the FASB issued FASB Statement No. 161 ("SFAS 161"), "Disclosures about Derivative Instruments and Hedging Activities". SFAS 161 requires companies with derivative instruments to disclose information that should enable financial-statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 "Accounting for Derivative Instruments and Hedging Activities" and how derivative instruments and related hedged items affect a company's financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations. |
|
F-9
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ANVIL FOREST PRODUCTS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30 2008
(Stated in U.S. Dollars)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued) |
|
| Recent accounting pronouncements (continued) |
|
| In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles. This Statement identifies the sources for generally accepted accounting principles (GAAP in the U.S. and lists the categories in descending order. An entity should follow the highest category of GAAP applicable for each of its accounting transactions. The adoption will not have a material effect on the Company’s financial statements. |
|
| In May 2008, the FASB issued FASB Staff Position ( SP No. APB 14-1 Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlements) (previously FSP APB 14-a), which will change the accounting treatment for convertible securities which the issuer may settle fully or partially in cash. Under the final FSP, cash settled convertible securities will be separated into their debt and equity components. The value assigned to the debt component will be the estimated fair value, as of the issuance date, of a similar debt instrument without the conversion feature, and the difference between the proceeds for the convertible debt and the amount reflected as a debt liability will be recorded as additional paid-in capital. As a result, the debt will be recorded at a discount reflecting its below market coupon interest rate. The debt will subsequently be accreted to its par value ove r its expected life, with the rate of interest that reflects the market rate at issuance being reflected on the income statement. This change in methodology will affect the calculations of net income and earnings per share for many issuers of cash settled convertible securities. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption will not have a material effect on the Company’s financial statements. |
|
|
3. | INVENTORIES |
|
| As at September 30, 2008, the Company has $nil balance in inventories (March 31, 2008 - $nil). |
|
|
4. | DUE TO A RELATED PARTY |
|
| The amounts are due to a former director and shareholder of the Company. The balances are unsecured and interest free with no specific terms of repayment. |
|
F-10
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ANVIL FOREST PRODUCTS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30 2008
(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 |
|
| During the period, the Company relocated its principal executive office and related operations to Dalian, China. The Company operates in one industry segment and all operating activities are in China currently. |
|
|
7. | COMMITMENTS |
|
| The Company has an operating lease for its warehouse with a term expires November 30, 2011 for CAD$6,000 per annum. The lease for the warehouse was cancelled on April 30, 2008 without additional costs to the Company. |
|
F-11
- -12-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This section of this 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 development stage corporation. We had an accumulated loss of $72,179 and a working capital deficiency of $45,112 as at September 30, 2008. 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 since inception.
We have generated $28,985 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 to two customers, unaffiliated third parties, Koeda Forest Products and KE Imports Ltd. since inception. 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 sole officer and director does 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 sole officer and director plans to educate himself in order to prepare and file reports with the SEC. Any costs related to filing the reports will be advanced by the sole officer and director on an as needed basis.
During the period, we relocated our principal executive office and related operations to Dalian, China. We operate in one industry segment and all operating activities are currently in China. 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; and $11,000 for working capital.
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Other than the cost of our inventory, other costs relating to the installation of the floor and paneling will be paid from the proceeds we receive from our customers.
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 sole officer and director have committed to loan us money to maintain operations. The foregoing is an oral declaration of intention by our sole officer and director. 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 Dalian, China 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 expect to allocate $40,000 for the wood. We should have a limited initial inventory of wood in place at our office within thirty days. |
| |
| 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 limited historical financial information about us upon which to base an evaluation of our performance. We have generated only $28,985 in revenues from operations since our inception on August 11, 2006 to September 30, 2008. 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 $44,395 advance from a former director. We used $70,595 in operating activities leaving us with $Nil in cash and cash equivalents.
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 sole officer and director has 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 $29,985.
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 former officer and director, Walter Brenner and raised $300. In December 2006, we sold 50,000 shares of common stock to our former 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 September 30, 2008, our total assets were $6,838 and our total liabilities were $51,950. Our total assets were comprised of accounts receivable and services tax receivable. As of September 30, 2008, we had no cash and cash equivalents.
We do not expect significant changes in the number of employees. We do expect to hire independent subcontractors for all of our services.
Results of Operations
Since inception on August 11, 2006, we have generated revenues of $28,985. Our expenses from inception through September 30, 2008 were $27,672 for cost of goods sold; $53,126 for professional fees; $8,122 for rent; $10,410 for regulatory and listing fees; $1,328 bank charges and interest expenses; and, $609 for office expenses.
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Recent Accounting Pronouncements
In December 2007, the FASB ratified EITF No. 07-1,Accounting for Collaborative Arrangements,that discusses how parties to a collaborative arrangement (which does not establish a legal entity within such arrangement) should account for various activities. The consensus indicates that costs incurred and revenues generated from transactions with third parties (i.e. parties outside of the collaborative arrangement) should be reported by the collaborators on the respective line items in their income statements pursuant to EITF Issue No. 99-19,Reporting Revenue Gross as a Principal Versus Net as an Agent.,Additio nally, the consensus provides that income statement characterization of payments between the participants in a collaborative arrangement should be based upon existing authoritative pronouncements; analogy to such pronouncements if not within their scope; or a reasonable, rational, and consistently applied accounting policy election. EITF Issue No. 07-1 is effective for financial statements beginning after December 15, 2008 and is to be applied retrospectively to all periods presented for collaborative arrangements existing as of the date of adoption. The Company is evaluating the impact, if any, the adoption of this consensus will have on the results of operations, financial position or cash flows.
In March 2008, the FASB issued FASB Statement No. 161 ("SFAS 161"), "Disclosures about Derivative Instruments and Hedging Activities". SFAS 161 requires companies with derivative instruments to disclose information that should enable financial-statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 "Accounting for Derivative Instruments and Hedging Activities" and how derivative instruments and related hedged items affect a company's financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations.
In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles. This Statement identifies the sources for generally accepted accounting principles (GAAP in the U.S. and lists the categories in descending order. An entity should follow the highest category of GAAP applicable for each of its accounting transactions. The adoption will not have a material effect on the Company’s financial statements.
In May 2008, the FASB issued FASB Staff Position ( SP No. APB 141 Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlements) (previously FSP APB 14-a), which will change the accounting treatment for convertible securities which the issuer may settle fully or partially in cash. Under the final FSP, cash settled convertible securities will be separated into their debt and equity components. The value assigned to the debt component will be the estimated fair value, as of the issuance date, of a similar debt instrument without the conversion feature, and the difference between the proceeds for the convertible debt and the amount reflected as a debt liability will be recorded as additional paid-in capital. As a result, the debt will be recorded at a discount reflecting its below market coupon interest rate. The debt will subsequently be accreted t o its par value over its expected life, with the rate of interest that reflects the market rate at issuance being reflected on the income statement. This change in methodology will affect the calculations of net income and earnings per share for many issuers of cash settled convertible securities. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption will not have a material effect on the Company’s financial statements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this r eport pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.
Changes in Internal Control
We have also evaluated our internal control for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 6. EXHIBITS.
The following documents are included herein:
Exhibit No. | Document Description |
31.1 | Certification of Principal Executive and Principal Financial Officer pursuant to Section |
| 302 of the Sarbanes-Oxley Act of 2002. |
|
32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief |
| Executive 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 10thday of November, 2008.
ANVIL FOREST PRODUCTS INC.
BY: ZHIJIANG ZHANG
Zhijiang Zhang
President, Principal Executive Officer, Principal
Financial Officer, Principal Accounting Officer,
Secretary, Treasurer and sole member of the Board
of Directors
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EXHIBIT INDEX
Exhibit No. | Document Description |
31.1 | Certification of Principal Executive and Principal Financial Officer pursuant to Section |
| 302 of the Sarbanes-Oxley Act of 2002. |
|
32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief |
| Executive and Chief Financial Officer. |
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