Hengyi International Industries (HYIG) 10-Q 2012 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

OR

☐  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from               to

COMMISSION FILE NUMBER 333-171148

LYONS LIQUORS, INC.

(Exact Name of small business issuer as specified in its charter)

Nevada	27-1656207
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

PO Box 344, Ellenton, Florida 34222

(Address of principal executive offices) (Zip Code)

Issuer’s telephone Number: (941) 932-8234

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ☑   No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐   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 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 ☑
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☑

As of August 13th, 2012 the issuer had 10,193,000 outstanding shares of Common Stock.

Form 10-Q

June 30, 2012

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Financial Statements
	Balance Sheets	3
	Statements of Operations	4
	Statements of Cash Flows	5
	Notes to the Financials Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	7
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 4T	Controls and Procedures	9
	PART II
Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Other Information	9
Item 6.	Exhibits	9
SIGNATURES		10

PART I.

ITEM 1. FINANCIAL INFORMATION

LYONS LIQUORS, INC.
(a development stage company)
CONDENSED BALANCE SHEETS
	June 30,			September 30,
	2012			2011
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	116		$	266
Total Current Assets		116			266
OTHER  ASSETS
Deposits		797			797
TOTAL ASSETS	$	913		$	1,063
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	6,000		$	—
Accounts Payable and Accrued Expenses - Officer		75,612			47,712
Total Current Liabilities		81,612			47,712
STOCKHOLDERS' DEFICIT
Common Stock - Par value $0.001;
Authorized: 75,000,000 shares
Issued and Outstanding: 10,193,000 shares		10,193			10,193
Additional Paid-In Capital		19,107			19,107
Deficit accumulated during the development stage		(109,999	)		(75,949	)
Total Stockholders' Deficit		(80,699	)		(46,649	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	913		$	1,063
The accompanying notes are an integral part of these financial statements.

LYONS LIQUORS, INC.
(a development stage company)
CONDENSED STATEMENTS OF OPERATIONS
Three Months and Nine Months Ended June 30, 2012 and 2011, and
Inception (December 17, 2009) through June 30, 2012
(Unaudited)
	Three Months Ended						Nine Months Ended						Inception to
	June 30,			June 30,			June 30,			June 30,			June 30,
	2012			2011			2012			2011			2012
REVENUE	$	—		$	—		$	—		$	—		$	—
OPERATING EXPENSES:
GENERAL AND ADMINISTRATIVE EXPENSES		7,030			6,507			34,050			20,736			109,999
TOTAL OPERATING EXPENSES		7,030			6,507			34,050			20,736			109,999
LOSS BEFORE INCOME TAXES		(7,030	)		(6,507	)		(34,050	)		(20,736	)		(109,999	)
INCOME TAXES		—			—			—			—			—
NET LOSS	$	(7,030	)	$	(6,507	)	$	(34,050	)	$	(20,736	)	$	(109,999	)
Net Loss Per Common Share, basic & diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted  Common Shares Outstanding, basic & diluted		10,193,000			10,160,000			10,193,000			10,160,000

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

LYONS LIQUORS, INC.
(a development stage company)
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended June 30, 2012 and 2011, and
Inception (December 17, 2009) through June 30, 2012
(Unaudited)
	Nine Months Ended					Inception to
	June 30,			June 30,			June 30,
	2012			2011			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash (used in) operating activities	$	(10,050	)	$	(8,729	)	$	(44,584	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash flows provided by (used in) investing activities		—			—			—
CASH FLOWS FROM FINANCING ACTIVITIES
Officer loans		9,900			1,500			16,400
Common shares issued for cash		—			—			28,300
Net cash provided by financing activities		9,900			1,500			44,700
Net increase (decrease) in cash		(150	)		(7,229	)		116
Cash - beginning balance		266			7,736			—
CASH ENDING BALANCE	$	116		$	507		$	116
Cash paid for:
Interest	$	—		$	—		$	—
Income taxes	$	—		$	—		$	—
The accompanying notes are an integral part of these financial statements.

LYONS LIQUORS, INC.

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2012

(UNAUDITED)

(1) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information and Rule 8.03 of Regulation SX. They do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included.

The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements of the Company as of September 30, 2011, and for the year then ended and period from inception through September 30, 2011, including notes thereto.

(2) Earnings Per Share

The Company calculates net income (loss) per share as required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods when anti-dilutive common stock equivalents are not considered in the computation.

(3) Basis of Reporting

The Company’s financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company is in the development stage and has experienced a loss from operations as a result of its investment necessary to achieve its operating plan, which is long-range in nature. The Company has no revenues and has incurred net losses through June 30, 2012, aggregating $109,999. In addition, the Company has negative working capital of $81,496 and negative stockholders’ equity of $81,612 at June 30, 2012.

The Company’s ability to continue as a going concern is contingent upon its ability to secure additional financing, increase ownership equity and develop profitable operations. In addition, the Company’s ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which the Company operates.

The Company is pursuing financing for its operations and seeking additional private investments. In addition, the Company is seeking to expand its revenue base. Failure to secure such financing or to raise additional equity capital and to expand its revenue base may result in the Company depleting its available funds and not being able pay its obligations.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(4) Accrued Expenses

Accrued expenses consist of amounts incurred from normal operations of the business. As of June 30, 2012, the Company has accrued $59,212 in compensation payable to its president and CEO. In addition, this officer has advanced the Company $16,400 for working capital purposes. These amounts are due on demand and have no stated interest rate.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Overview

We are a Nevada Corporation founded in December 17, 2009. We are currently a development stage company looking to enter the B2C retail and liquor industry, specifically we intend to own and operate a premier chain of retail stores. We have not yet commenced operations and currently are in the process of developing a business and marketing plan for capital formation. Once we have raised sufficient capital we will begin our operations. However, there is no guarantee that we will be successful in raising the required capital. If we are not successful at raising any capital we may have to change our business plan to a more suitable business and industry sector to be able to raise capital or commence operations. However, there can be no assurance that the raising of future equity or change in business sectors will be successful and that the Company’s anticipated financing will be available in the future, at terms satisfactory to the Company. Failure to achieve the equity and financing at satisfactory terms and amounts could have a material adverse effect on the Company’s ability to continue as a going concern.

Critical Accounting Policies 

Basis of presentation - Going concern

The Company’s financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company is in the development stage and has experienced a loss from operations as a result of its investment necessary to achieve its operating plan, which is long-range in nature. The Company has no revenues and has incurred net losses through June 30, 2012, aggregating $109,999. In addition, the Company has negative working capital of $81,496 and negative stockholders’ equity of $81,612 at June 30, 2012.

The Company’s ability to continue as a going concern is contingent upon its ability to secure additional financing, increase ownership equity and develop profitable operations. In addition, the Company’s ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which the Company operates.

The Company is pursuing financing for its operations and seeking additional private investments. In addition, the Company is seeking to expand its revenue base. Failure to secure such financing or to raise additional equity capital and to expand its revenue base may result in the Company depleting its available funds and not being able pay its obligations.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

However, there can be no assurance that the raising of future equity will be successful and that the Company’s anticipated financing will be available in the future, at terms satisfactory to the Company. Failure to achieve the equity and financing at satisfactory terms and amounts could have a material adverse effect on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Recent Accounting Pronouncements

The company does not believe that any recently issued accounting pronouncements will have a material impact on its financial statements.

Results of operations

Results of Operations for the Three Months Ended June 30, 2012 Compared to the Three Months Ended June 30, 2011.

Due to the fact that we are a development stage company in both periods, we had revenues of $0 for the three months ended June 30, 2012, which was unchanged from our revenue of $0 for the three months ended June 30, 2011. Our cost of goods sold and gross profits were $0 in both periods.

Our expenses of $7,030 in 2012 and $6,507 in 2011 consisted of general and administrative expenses, principally professional fees and the accrual of salary due to our officer.

Our net loss for the three months ended June 30, 2012 was $7,030, which was an increase of $523 from our net loss of $6,507 in the three month period ended June 30, 2011.

Results of Operations for the Nine Months Ended June 30, 2012 Compared to the Nine Months Ended June 30, 2011.

Due to the fact that we are a development stage company in both periods, we had revenues of $0 for the nine months ended June 30, 2012, which was unchanged from our revenue of $0 for the nine months ended June 30, 2011. Our cost of goods sold and gross profits were $0 in both periods.

Our expenses for the nine months ended in June 30, 2012 and June 30, 2011 of $34,050 in 2012 and $20,736 in 2011 consisted of general and administrative expenses, principally professional fees and the accrual of salary due to our officer.

Our net loss for the nine months ended June 30, 2012 was $34,050, which was an increase of $13,314 from our net loss of $20,736 for the nine month period ended June 30, 2011.

Liquidity and Capital Resources

As of June 30, 2012, we had cash of $116 as compared to cash of $266 as of September 30, 2011. Net cash used in operating activities totaled $10,050 for the nine months ended June 30, 2012 and $ 7,229 for the nine months ended June 30, 2011. Net cash provided by financing activities totaled $9,900 for the nine months ended June 30, 2012 which included $9,900 advanced by the company officer for working capital purposes.

In order for us to execute our business plan we will need to raise at least $150,000 to $ 175,000 in debt or equity. The funds are needed for building out the first retail store, deposits, sales and marketing and working capital. There can be no assurance that we will be able to raise the funds needed to execute our business plan. To date we have been unsuccessful to raise anycapital to execute our business plan.

If we are unable to satisfy our cash requirements we may be unable to proceed with our plan of operations.  We do not anticipate the purchase or sale of any significant equipment. The foregoing represents our best estimate of our cash needs based on current planning and business conditions.  In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we will suspend or cease operations.

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

Cautionary Note about Forward-Looking Statements

The information contained in this Report includes some statements that are not purely historical and are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking. For example, our forward looking statements may include statements regarding, our projected sales and profitability, our growth strategies, anticipated change in direction of our business plan or industry sector/focus, our future financing plans, and our anticipated needs for working capital. In light of these risks, uncertainties and assumptions, the future events, developments or results described by our forward-looking statements herein could turn to be materially different from those we discuss or imply.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4T. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures . Under the supervision and with the participation of our management, including our President, Chief Executive Officer, Chief Financial Officer and Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, our President, Chief Executive Officer, Chief Financial Officer and Secretary concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control Over Financial Reporting. During the most recent quarter ended June 30, 2012, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS.

None

ITEM 1A. RISK FACTORS.

Not Applicable

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION.

Not Applicable

ITEM 6. EXHIBITS.

Exhibit Number	Description of Exhibit
31.1	Certifications required by Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101	Interactive data files formatted in XBRL (extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.*

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LYONS LIQUORS, INC.
		/s/ Shefali Vibhakar
August 13, 2012		Shefali Vibhakar
		Chief Executive Officer, Chief Financial Officer and Director