UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934
For the transition period from__________ to __________
| Commission file number: 333-183310 |
| HOMIE RECIPES, INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 45-5589664 | |
(State or other jurisdiction of Incorporation or organization) | (IRS Employer Identification No.) |
| 112 North Curry Street, Carson City, Nevada 89703 |
| (Address of principal executive offices and zip code) |
| (775) 321-8225 |
| (Registrant’s telephone number, including area code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] | No [ ] |
Indicate by check mark whether the registrant 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 [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,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| Non-accelerated filer | [ ] | Smaller reporting company | [X] |
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] | No [ ] |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at May 13, 2014 | |
| Common stock, $.001 par value | 69,819,980 | |
2
Form 10-Q
For the Nine Months Ended March 31, 2014
INDEX
| Page | ||
| PART I – FINANCIAL INFORMATION | ||
| Financial Statements | 04 | |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | 05 | |
| Quantitative and Qualitative Disclosures About Market Risk | 07 | |
| Controls and Procedures | 07 | |
| PART II – OTHER INFORMATION | ||
| Legal Proceedings | 09 | |
| Risk Factors | 09 | |
| Unregistered Sales of Equity Securities and Use of Proceeds | 09 | |
| Defaults Upon Senior Securities | 09 | |
| Mine Safety Disclosures | 09 | |
| Other Information | 09 | |
| Exhibits | 10 | |
| 11 | ||
FORWARD-LOOKING STATEMENTS
This Report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of such terms or the negative of such terms. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth in our Annual Report on Form 10-K filed on October 4, 2013.
As used in this Form 10-Q, “we,” “us,” and “our” refer to Homie Recipes, Inc., which is also sometimes referred to as the “Company” or “Homie.”
YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS
The forward-looking statements made in this report on Form 10-Q relate only to events or information as of the date on which the statements are made in this report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.
3
PART I. FINANCIAL INFORMATION
| Page | |
| F-1 | |
| F-2 | |
| F-3 | |
| F-4 to F-6 |
4
HOMIE RECIPES, INC. | |||||
| (A Development Stage Company) | |||||
| BALANCE SHEETS | |||||
| (Unaudited) |
March 31, 2014 | June 30, 2013 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | - | $ | - | ||||
| TOTAL ASSETS | $ | - | $ | - | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued liabilities | $ | 10,654 | $ | - | ||||
| Due to related party | 78,167 | 43,780 | ||||||
| TOTAL CURRENT LIABILITIES | 88,821 | 43,780 | ||||||
| STOCKHOLDERS' DEFICIT: | ||||||||
| Common Stock, $0.001 par value, | ||||||||
| 200,000,000 shares authorized, | ||||||||
| 69,819,980 shares issued and outstanding | 69,820 | 69,820 | ||||||
| Additional Paid-in Capital (Deficit) | (57,080 | ) | (57,080 | ) | ||||
| Deficit accumulated during the development stage | (101,561 | ) | (56,520 | ) | ||||
| TOTAL STOCKHOLDER'S DEFICIT | (88,821 | ) | (43,780 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | - | $ | - | ||||
| The accompanying notes are an integral part of these financial statements. |
F-1
HOMIE RECIPES, INC. | ||||||||||||||||||||
| (A Development Stage Company) | ||||||||||||||||||||
| STATEMENTS OF OPERATIONS | ||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||
| Three Months | Three Months | Nine Months | Nine Months | Period from Inception | ||||||||||||||||
| Ended | Ended | Ended | Ended | on June 22, 2012 to | ||||||||||||||||
March 31, 2014 | March 31, 2013 | March 31, 2014 | March 31, 2013 | March 31, 2014 | ||||||||||||||||
| REVENUE | ||||||||||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
| Total revenues | - | - | - | - | - | |||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||||||
| Office and general | - | (3,344 | ) | - | (11,625 | ) | (14,055 | ) | ||||||||||||
| Professional fees | (11,629 | ) | (2,200 | ) | (45,041 | ) | (9,650 | ) | (87,506 | ) | ||||||||||
| Total operating expenses | (11,629 | ) | (5,544 | ) | (45,041 | ) | (21,275 | ) | (101,561 | ) | ||||||||||
| NET LOSS | $ | (11,629 | ) | $ | (5,544 | ) | $ | (45,041 | ) | $ | (21,275 | ) | $ | (101,561 | ) | |||||
| BASIC AND DILUTED NET LOSS PER COMMON SHARE | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
| WEIGHTED AVERAGE NUMBER OF BASIC AND DILUTED COMMON SHARES OUTSTANDING | 69,819,980 | 69,819,980 | 69,819,980 | 637,833,641 | ||||||||||||||||
| The accompanying notes are an integral part of these financial statements. |
F-2
HOMIE RECIPES, INC. | ||||||||||||
| (A Development Stage Company) | ||||||||||||
| STATEMENTS OF CASH FLOWS | ||||||||||||
| (Unaudited) | ||||||||||||
| Period | ||||||||||||
| Nine months | Nine months | from inception on | ||||||||||
| ended | ended | June 22, 2012 to | ||||||||||
March 31, 2014 | March 31, 2013 | March 31, 2014 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net loss | $ | (45,041 | ) | $ | (21,275 | ) | $ | (101,561 | ) | |||
| Change in operating assets and liabilities: | ||||||||||||
| Accounts payable and accrued liabilities | 10,654 | (700 | ) | 10,654 | ||||||||
| NET CASH USED IN OPERATING ACTIVITIES | (34,387 | ) | (21,975 | ) | (90,907 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
| Proceeds from issuance of common stock | - | 5,250 | 12,750 | |||||||||
| Redemption of common stock | - | (10 | ) | (10 | ) | |||||||
| Advances from related party | 34,387 | 10,235 | 78,167 | |||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 34,387 | 15,475 | 90,907 | |||||||||
| NET DECREASE IN CASH | - | (6,500 | ) | - | ||||||||
| CASH, BEGINNING OF PERIOD | - | 6,500 | - | |||||||||
| CASH, END OF PERIOD | $ | - | $ | - | $ | - | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ||||||||||||
| Cash paid during the period for: | ||||||||||||
| Interest | $ | - | $ | - | $ | - | ||||||
| Income taxes | $ | - | $ | - | $ | - | ||||||
| The accompanying notes are an integral part of these financial statements. |
F-3
HOMIE RECIPES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
The Company was incorporated in the State of Nevada on June 22, 2012 and established a fiscal yearend of June 30. It is a Development Stage Company that intends to stream videos and written recipes through a yet to be developed website. Our goal is to stream free recipes for ‘special’ homemade food. We intend to have recipes with a special personal meaning on our website.
The Company has not yet commenced any significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company. The Company is in the initial development stage and has incurred losses since inception totaling $101,561.
Plan of Merger and Change in Scope of Business
On December 10, 2013, Homie Recipes, Inc., a Nevada corporation (“Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Synergy Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Synergy Strips Corp., a Delaware corporation (the “Synergy”) pursuant to which the Merger Sub would merge with and into Synergy, with Synergy as the surviving entity (the “Merger”).
The Merger Agreement was terminated on February 12, 2014 upon the mutual agreement of the parties thereto.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going Concern
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have material assets, nor does it have operations or a source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company has an accumulated deficit since inception of $101,561. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by issuing Founder’s shares for cash. The officers and directors have committed to advancing certain operating costs of the Company.
F-4
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.
Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s latest annual report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2013, as reported in the Form 10-K, have been omitted.
Cash and Cash Equivalents
For the purposes of the statements of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Income Taxes
The Company follows the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
Net Loss per Common Share
Basic net loss per common share includes no dilution and is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive net loss per share reflects the potential dilution of securities that could share in the losses of the Company. In periods when losses are reported, the diluted weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. There were no potentially dilutive securities as of March 31, 2014.
F-5
HOMIE RECIPES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Subsequent Events
The Company evaluated subsequent events from March 31, 2014 through the date when financial statements are issued for disclosure consideration.
Recent Accounting Pronouncements
The Company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statement.
NOTE 3 – CAPITAL STOCK
The Company is authorized to issue 200,000,000 common shares.
On June 29, 2012, the Company issued 1,065,000,000 common shares to the founder of the Company for $7,500.
In November 2012, the Company issued 29,820,000 common shares for $5,250.
On December 4, 2012, the Company redeemed 1,025,000,020 shares of the Company’s Common Stock for $10. On the same day, the Board of Directors approved a stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 at a ratio of 1:142, such that every 1 share of common stock becomes 142 shares of common stock, amending the Company’s total number of authorized common shares to 200,000,000 common shares. All share numbers and per share information presented give effect to the stock split.
The Company has a total of 69,819,980 shares issued and outstanding at March 31, 2014.
NOTE 4 – RELATED PARTY TRANSACTIONS
The amounts due to a related party of $78,167 at March 31, 2014 represent a shareholder advances, accruing no interest and with no repayment terms.
The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements.
Overview
Homie Recipes, Inc. was incorporated in the State of Nevada on June 22, 2012 and established June 30 as its fiscal year end.
Homie is a development-stage company that intends to stream videos and written recipes through a website. Our goal is to stream free recipes for ‘special’ homemade cuisines and food items. We intend to have recipes that are personal and have special meaning on our website. What makes a recipe ‘special’ is the personal history or tradition behind it, for example, cookies made by someone’s mother on Christmas Eve, or a special pasta sauce prepared by their Grandmother made every Sunday when they were growing up, etc.
We plan on having an introductory segment for our videos, where a person will tell their story behind the recipe, explaining why they love it so much. After the introduction, we will have the ‘mothers’, ‘grandmothers’ or whomever the cook is, to prepare the recipe and food presentation. The last part of our videos will show the cook eating and enjoying the food.
We intend to allow users to upload their own videos, following our program format (introduction, recipe preparation, food presentation and tasting). All videos will be edited for time and content and will be subject to approval before it goes public on our website. We intend to generate revenue through the sale of advertisement to be placed throughout our website and in the videos.
We have been unable to raise additional funds to implement our operations, and we do not believe that we currently have sufficient resources to do so without additional funding. As a result of the current difficult economic environment and our lack of funding to implement our business plan, our Board of Directors has begun to analyze strategic alternatives available to our Company to continue as a going concern. Such alternatives include raising additional debt or equity financing or consummating a merger or acquisition with a partner that may involve a change in our business plan.
Although our Board of Directors' preference would be to obtain additional funding to implement our business plan, the Board believes that it must consider all viable strategic alternatives that are in the best interests of our shareholders. Such strategic alternatives include a merger, acquisition, share exchange, asset purchase, or similar transaction in which our present management will no longer be in control of our Company and our business operations will be replaced by that of our transaction partner. We believe we would be an attractive candidate for such a business combination due to the perceived benefits of being a publicly registered company, thereby providing a transaction partner access to the public marketplace to raise capital.
As such on April 22, 2013, we entered into a binding letter of intent (“LOI”) with Auritec Pharmaceuticals Inc. (“Auritec”) whereby Auritec agreed to; (i) license certain of its intellectual property rights related to Pro-Cyclovir codrug and its use for the treatment of Herpes Labialis caused by HSV-1 to a subsidiary of Auritec to be formed, and (ii) cause such subsidiary to enter into a reverse acquisition transaction with us in exchange for 40,000,000 shares of our common stock. This letter of intent was subsequently terminated in June 2013.
On December 10, 2013, Homie had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Synergy Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Homie (“Merger Sub”), and Synergy Strips Corp., a Delaware corporation (“Synergy”) pursuant to which the Merger Sub would merge with and into the Synergy, with Synergy as the surviving entity. The Merger Agreement was subsequently terminated on February 12, 2014 upon the mutual agreement of the parties thereto.
Our business office is located at 112 North Curry Street, Carson City, Nevada, 89703; our telephone number is (775) 321-8225 and our fax number is (775) 546-9905.
5
Results of Operations
During the three month period ended March 31, 2014, we had no revenues and expenses totaled $11,629, made up of $11,629 in professional fees as compared to the three month period ended March 31, 2013 where we had no revenues and expenses totaled $5,544, made up of $2,200 in professional fees and $3,344 in office and general administrative expenses.
During the nine month period ended March 31, 2014, we had no revenues and expenses totaled $45,041, made up of $45,041 in professional fees as compared to the nine month period ended March 31, 2013 where we had no revenues and expenses totaled $21,275, made up of $9,650 in professional fees and $11,625 in office and general administrative expenses.
From inception on June 22, 2012 to March 31, 2014, we had no revenues and expenses totaled $101,561, made up of $87,506 in professional fees and $14,055 in office and general administrative expenses.
Liquidity and Capital Resources
As of March 31, 2014, current assets were $0 and current liabilities were $88,821. Our net working capital deficit as of March 31, 2014 was $88,821.
Net cash used in operating activities for the nine month period ended March 31, 2014 was $34,387 as compared to $21,975 for the nine month period ended March 31, 2013. Net cash provided by financing activities for the nine month period ended March 31, 2014 was $34,387 as compared to $15,475 for the nine month period ended March 31, 2013.
Net cash used in operating activities since inception on June 22, 2012 to March 31, 2014 was $90,907 and net cash provided by financing activities since inception on June 22, 2012 to March 31, 2014 was $90,907.
We are evaluating business opportunities and have access to sufficient funds to complete these evaluations and will announce funding requirements once a decision is reached. These funding requirements will include funds required to execute on our business strategy, including additional working capital commensurate with the operational needs of planned marketing, development and production efforts. We anticipate that we will be able to raise sufficient amounts of working capital through debt or equity offerings as may be required to meet our short-term and long-term obligations. However, changes in operating plans, increased expenses, acquisitions, or other events, may cause us to seek additional equity or debt financing in the future.
We have generated no revenue and therefore we may not be able to produce adequate cash flows to support our existing operations. Moreover, the historical and existing capital structure is not adequate to fund our planned growth. We intend to finance our operations in part by issuing additional common stock, warrants and through bridge financing. There can be no assurance that we will be successful in procuring the financing we are seeking. Future cash flows are subject to a number of variables, including the level of production, economic conditions and maintaining cost controls. There can be no assurance that operations and other capital resources will provide cash in sufficient amounts to maintain planned or future levels of capital expenditures.
To meet future objectives, we will need to meet revenue targets and sell additional equity and debt securities, which most likely will result in dilution to current stockholders. We may also seek additional loans where the incurrence of indebtedness would result in increased debt service obligations and could require the Company to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand business operations and could harm our overall business prospects. In addition, we cannot be assured of profitability in the future.
Off-Balance Sheet Arrangements
We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
6
Critical Accounting Policies and Estimates
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Income Taxes
The Company follows the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
Stock-based Compensation
The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.
Recently Issued Accounting Pronouncements
We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flows.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.
7
As of the quarterly period ended March 31, 2014, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of the quarterly period ended March 31, 2014 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.
In performing the above-referenced assessment, our management identified the following material weaknesses:
| (i) | Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions. |
| (ii) | Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process. |
Limitations on the Effectiveness of Controls
Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Controls Over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the quarterly period ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Item 1. Legal Proceedings.
There are no material pending legal proceedings to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.
Item 1A. Risk Factors.
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
None.
9
Item 6. Exhibits.
Exhibit No. | Description |
| 3.1 | Articles of Incorporation, as amended (incorporated by reference to the Registrant’s Amendment No. 1 to the Quarterly Report on Form 10-Q/A filed September 30, 2013). |
| 3.2 | By-laws (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed August 14, 2012). |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2* | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS | XBRL Instance Document** |
| 101.SCH | XBRL Taxonomy Extension Schema** |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase** |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase** |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase** |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase** |
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* Filed herewith.
**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
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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.
HOMIE RECIPES, INC. | |||
| Date: May 15, 2014 | By: | /s/ Jose Mari C. Chin | |
| Name: | Jose Mari C. Chin | ||
| Title: | President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | ||
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