U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended June 30, 2010 Commission File No. 333-126514
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to .
BAROSSA COFFEE COMPANY, INC.
(Exact name of registrant as specified in its charter)
Nevada 20-2641871
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
311 South State Street, Suite 460, Salt Lake City, Utah 84111
(Address of principal executive offices) (zip code)
(Registrant's telephone number, including area code): (801) 364-9262
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes No X
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. 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 (section
229.405 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
Check whether the issuer (1) 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 if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained herein and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (Not applicable) [ ]
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
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes X No
Issuer's revenues for its most recent fiscal year. $ -0-
The aggregate market value of the voting stock held by non-affiliates is not
determinable because of the lack of any meaningful market value quotations.
(See Item 5 herein).
The number of shares outstanding of the Issuer's common stock at June 30,
2010: 2,334,100
FORWARD-LOOKING STATEMENT NOTICE
When used in this report, the words "may," "will," "expect,"
"anticipate,""continue," "estimate," "project," "intend," and similar
expressions are intended to identify forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 regarding events, conditions, and financial
trends that may affect the Company's future plans of operations, business
strategy, operating results, and financial position. Persons reviewing this
report are cautioned that any forward-looking statements are not guarantees of
future performance and are subject to risks and uncertainties and that actual
results may differ materially from those included within the forward-looking
statements as a result of various factors. Such factors are discussed under
the headings "Item 1. Description of Business," and "Item 6. Management's
Discussion and Analysis of Financial Condition and Results of Operations," and
also include general economic factors and conditions that may directly or
indirectly impact the Company's financial condition or results of operations.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(A) BUSINESS DEVELOPMENT.
Barossa Coffee Company, Inc. is a small start up company that was
incorporated in March 2005. In July, 2005, the Company filed a registration
statement on Form SB-2 with the U.S. Securities & Exchange Commission under
the Securities Act of 1933, to register an offering, on a "best efforts
minimum/maximum" basis, of up to 400,000 shares of $.001 par value common
stock, at a price of $0.25 per share. The registration statement was declared
effective September 20, 2005. The Company sold 298,000 shares of common stock
pursuant to the offering. The offering closed November 30, 2005, and raised
gross proceeds of $74,500. This increased the total issued and outstanding
common stock to 2,098,000 shares as of June 30, 2006. During the fiscal year
ended June 30, 2007, 200,000 shares were cancelled and 160,000 shares were
issued. On November 10, 2008, 126,000 shares of common stock were issued for
consideration of $12,600 cash. On December 31, 2009 the Company sold 75,050
shares of its restricted common stock at $.10 per share, and again on March
18, 2010, another 75,050 shares, bringing the current total number of
outstanding shares to 2,334,100
(B) BUSINESS OF COMPANY.
Barossa was formed to open and operate, through a wholly owned
subsidiary, Alchemy Coffee Company, Inc., a retail, specialty coffee outlet.
The Company opened a retail coffee outlet featuring specialty coffees in
February, 2006 and utilized the experience of management in the coffee/cafe
industry to specialize in the sale of the highest quality, fresh locally-
roasted coffee beans and espresso related beverages; as well as organic food
and baked goods, teas, juices, and specific health foods and beverages.
However, even though the Company generated revenues from operations of
$60,691 for the fiscal year ended June 30, 2006, operating losses forced it to
seek additional funding, which it borrowed from shareholders. Because of the
continuing cash needs of Alchemy which could not be met by the Corporation,
management and principal shareholders negotiated and reached a Stock Exchange
Agreement on October 11, 2006, between the Corporation and Jason Briggs,
manager of the coffee shop, wherein Briggs received all of the issued and
outstanding common stock of Alchemy Coffee Company, Inc. in exchange for all
200,000 shares of the Corporation's common stock beneficially owned by Briggs,
which were delivered to the Corporation and cancelled. The Corporation
determined that since the inception of Alchemy as a wholly-owned subsidiary of
the Corporation, $55,715 has been advanced to Alchemy and not repaid. The
Corporation determined that the value of Alchemy was substantially less than
the amount invested and determined that the 200,000 shares it received as
consideration for Alchemy had at least as great a value as Alchemy and that
this was the best value that could be received by the Corporation for Alchemy
and that this transaction was in the best interests of the Corporation.
With this transaction, the Company was no longer engaged in any business
activities and had no operations. The Company's principal activity is to
investigate potential acquisitions. There is no assurance the Company can
become involved with any business venture in the future.
SELECTION OF A BUSINESS
The Company anticipates that businesses for possible acquisition will be
referred by various sources, including its officers and directors,
professional advisors, securities broker-dealers, venture capitalists, members
of the financial community, and others who may present unsolicited proposals.
The Company will not engage in any general solicitation or advertising for a
business opportunity, and will rely on personal contacts of its officers and
directors and their affiliates, as well as indirect associations between them
and other business and professional people. By relying on "word of mouth", the
Company may be limited in the number of potential acquisitions it can
identify. While it is not presently anticipated that the Company will engage
unaffiliated professional firms specializing in business acquisitions or
reorganizations, such firms may be retained if management deems it in the best
interest of the Company.
Compensation to a finder or business acquisition firm may take various
forms, including one-time cash payments, payments based on a percentage of
revenues or product sales volume, payments involving issuance of securities
(including those of the Company), or any combination of these or other
compensation arrangements. Consequently, the Company is currently unable to
predict the cost of utilizing such services.
The Company will not restrict its search to any particular business,
industry, or geographical location, and management reserves the right to
evaluate and enter into any type of business in any location. The Company may
participate in a newly organized business venture or a more established
company entering a new phase of growth or in need of additional capital to
overcome existing financial problems.
Participation in a new business venture entails greater risks since in
many instances management of such a venture will not have proved its ability,
the eventual market of such venture's product or services will likely not be
established, and the profitability of the venture will be unproved and cannot
be predicted accurately. If the Company participates in a more established
firm with existing financial problems, it may be subjected to risk because the
financial resources of the Company may not be adequate to eliminate or reverse
the circumstances leading to such financial problems.
In seeking a business venture, the decision of management will not be
controlled by an attempt to take advantage of any anticipated or perceived
appeal of a specific industry, management group, product, or industry, but
will be based on the business objective of seeking long-term capital
appreciation in the real value of the Company.
The analysis of new businesses will be undertaken by or under the
supervision of the officers and directors. In analyzing prospective
businesses, management will consider, to the extent applicable, the available
technical, financial, and managerial resources; working capital and other
prospects for the future; the nature of present and expected competition; the
quality and experience of management services which may be available and the
depth of that management; the potential for further research, development, or
exploration; the potential for growth and expansion; the potential for profit;
the perceived public recognition or acceptance of products, services, or trade
or service marks; name identification; and other relevant factors.
The decision to participate in a specific business may be based on
management's analysis of the quality of the other firm's management and
personnel, the anticipated acceptability of new products or marketing
concepts, the merit of technological changes, and other factors which are
difficult, if not impossible, to analyze through any objective criteria. It is
anticipated that the results of operations of a specific firm may not
necessarily be indicative of the potential for the future because of the
requirement to substantially shift marketing approaches, expand significantly,
change product emphasis, change or substantially augment management, and other
factors.
The Company will analyze all available factors and make a determination
based on a composite of available facts, without reliance on any single
factor. The period within which the Company may participate in a business
cannot be predicted and will depend on circumstances beyond the Company's
control, including the availability of businesses, the time required for the
Company to complete its investigation and analysis of prospective businesses,
the time required to prepare appropriate documents and agreements providing
for the Company's participation, and other circumstances.
ACQUISITION OF A BUSINESS
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, or other reorganization
with another corporation or entity; joint venture; license; purchase and sale
of assets; or purchase and sale of stock, the exact nature of which cannot now
be predicted. Notwithstanding the above, the Company does not intend to
participate in a business through the purchase of minority stock positions. On
the consummation of a transaction, it is likely that the present management
and shareholders of the Company will not be in control of the Company. In
addition, a majority or all of the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by new directors
without a vote of the Company's shareholders.
In connection with the Company's acquisition of a business, the present
shareholders of the Company, including officers and directors, may, as a
negotiated element of the acquisition, sell a portion or all of the Company's
Common Stock held by them at a significant premium over their original
investment in the Company. It is not unusual for affiliates of the entity
participating in the reorganization to negotiate to purchase shares held by
the present shareholders in order to reduce the number of "restricted
securities" held by persons no longer affiliated with the Company and thereby
reduce the potential adverse impact on the public market in the Company's
Common Stock that could result from substantial sales of such shares after the
restrictions no longer apply. As a result of such sales, affiliates of the
entity participating in the business reorganization with the Company would
acquire a higher percentage of equity ownership in the Company. Public
investors will not receive any portion of the premium that may be paid in the
foregoing circumstances. Furthermore, the Company's shareholders may not be
afforded an opportunity to approve or consent to any particular stock buy-out
transaction.
In the event sales of shares by present shareholders of the Company,
including officers and directors, is a negotiated element of a future
acquisition, a conflict of interest may arise because directors will be
negotiating for the acquisition on behalf of the Company and for sale of their
shares for their own respective accounts. Where a business opportunity is well
suited for acquisition by the Company, but affiliates of the business
opportunity impose a condition that management sell their shares at a price
which is unacceptable to them, management may not sacrifice their financial
interest for the Company to complete the transaction. Where the business
opportunity is not well suited, but the price offered management for their
shares is high, management will be tempted to effect the acquisition to
realize a substantial gain on their shares in the Company. Management has not
adopted any policy for resolving the foregoing potential conflicts, should
they arise, and does not intend to obtain an independent appraisal to
determine whether any price that may be offered for their shares is fair.
Stockholders must rely, instead, on the obligation of management to fulfill
its fiduciary duty under state law to act in the best interests of the Company
and its stockholders.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of the transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified times thereafter. Although the terms of such
registration rights and the number of securities, if any, which may be
registered cannot be predicted, it may be expected that registration of
securities by the Company in these circumstances would entail substantial
expense to the Company. The issuance of substantial additional securities and
their potential sale into any trading market that may develop in the Company's
securities may have a depressive effect on such market.
While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to structure the acquisition as a so-called
"tax-free" event under sections 351 or 368(a) of the Internal Revenue Code of
1986, (the "Code"). In order to obtain tax-free treatment under section 351 of
the Code, it would be necessary for the owners of the acquired business to own
80% or more of the voting stock of the surviving entity. In such event, the
shareholders of the Company would retain less than 20% of the issued and
outstanding shares of the surviving entity. Section 368(a)(1) of the Code
provides for tax-free treatment of certain business reorganizations between
corporate entities where one corporation is merged with or acquires the
securities or assets of another corporation. Generally, the Company will be
the acquiring corporation in such a business reorganization, and the tax-free
status of the transaction will not depend on the issuance of any specific
amount of the Company's voting securities. It is not uncommon, however, that
as a negotiated element of a transaction completed in reliance on section 368,
the acquiring corporation issue securities in such an amount that the
shareholders of the acquired corporation will hold 50% or more of the voting
stock of the surviving entity. Consequently, there is a substantial
possibility that the shareholders of the Company immediately prior to the
transaction would retain less than 50% of the issued and outstanding shares of
the surviving entity.
Therefore, regardless of the form of the business acquisition, it may be
anticipated that stockholders immediately prior to the transaction will
experience a significant reduction in their percentage of ownership in the
Company. Notwithstanding the fact that the Company is technically the
acquiring entity in the foregoing circumstances, generally accepted accounting
principles will ordinarily require that such transaction be accounted for as
if the Company had been acquired by the other entity owning the business and,
therefore, will not permit a write-up in the carrying value of the assets of
the other company.
The manner in which the Company participates in a business will depend
on the nature of the business, the respective needs and desires of the Company
and other parties, the management of the business, and the relative
negotiating strength of the Company and such other management.
The Company will participate in a business only after the negotiation
and execution of appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require
specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to such
closing, will outline the manner of bearing costs if the transaction is not
closed, will set forth remedies on default, and will include miscellaneous
other terms.
OPERATION OF BUSINESS AFTER ACQUISITION
The Company's operation following its acquisition of a business will be
dependent on the nature of the business and the interest acquired. The Company
is unable to predict whether the Company will be in control of the business or
whether present management will be in control of the Company following the
acquisition. It may be expected that the business will present various risks,
which cannot be predicted at the present time.
GOVERNMENTAL REGULATION
It is impossible to predict the government regulation, if any, to which
the Company may be subject until it has acquired an interest in a business.
The use of assets and/or conduct of businesses that the Company may acquire
could subject it to environmental, public health and safety, land use, trade,
or other governmental regulations and state or local taxation. In selecting a
business in which to acquire an interest, management will endeavor to
ascertain, to the extent of the limited resources of the Company, the effects
of such government regulation on the prospective business of the Company. In
certain circumstances, however, such as the acquisition of an interest in a
new or start-up business activity, it may not be possible to predict with any
degree of accuracy the impact of government regulation. The inability to
ascertain the effect of government regulation on a prospective business
activity will make the acquisition of an interest in such business a higher
risk.
COMPETITION
The Company will be involved in intense competition with other business
entities, many of which will have a competitive edge over the Company by
virtue of their stronger financial resources and prior experience in business.
There is no assurance that the Company will be successful in obtaining
suitable investments.
EMPLOYEES
Adam Gatto is now the sole officer and director of the Corporation,
serves as President, Secretary-Treasurer and devotes only such time to the
affairs of the Company as he deems appropriate, which is estimated to be about
five hours per week, but is not employed full-time and does not receive
compensation.
Management of the Company expects to use consultants, attorneys, and
accountants as necessary, and does not anticipate a need to engage any full-
time employees so long as it is seeking and evaluating businesses. The need
for employees and their availability will be addressed in connection with a
decision whether or not to acquire or participate in a specific business
industry.
ITEM 2. DESCRIPTION OF PROPERTY.
We have no office facilities but for now the business address of Adam
Gatto, the President, and Lynn Dixon, a principal shareholder, is being used
as the business address of the Company.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no action has been threatened by or against
the Company.
ITEM 4. (REMOVED AND RESERVED).
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(A) MARKET INFORMATION.
In August, 2006, the Company's common stock was approved for quotation
in the NASD's Bulletin Board system under the symbol "BSSA". Although
quotations for the Company's common stock can appear on the OTC Bulletin
Board, there is no established trading market for the common stock.
Transactions in the common stock can only be described as sporadic.
Consequently, the Company is of the opinion that any published prices cannot
be attributed to a liquid and active trading market and, therefore, is not
indicative of any meaningful market value. No high and low bid price
quotations for any calendar quarter during the last two fiscal years were
available. Any such quotations would reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not represent actual
transactions.
During the fiscal year ended June 30, 2010, 150,100 shares of restricted
common stock were sold by the issuer at $.10 per share, that were not
registered under the Securities Act. On December 31, 2009 the Company sold
75,050 shares, and again on March 18, 2010, another 75,050 shares, bringing
the current total number of outstanding shares to 2,334,100.
These stock issuances were considered exempt from Securities Act registration
requirements under section 4(2), as isolated nonpublic sales to accredited
investors.
(b) During the period covered by this report (the fiscal year ended
June 30, 2010), there were no securities that the issuer sold by registering
the securities under the Securities Act.
(c) During the period covered by this report, there was no repurchase
made of equity securities registered pursuant to section 12 of the Exchange
Act. The issuer's securities are not registered pursuant to section 12 of the
Exchange Act.
ITEM 6. SELECTED FINANCIAL DATA.
A registrant that qualifies as a smaller reporting company is not
required to provide the information required by this Item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
PLAN OF OPERATION.
The Company does not expect to generate any meaningful revenue or incur
operating expenses, except for administrative, legal, professional, accounting
and auditing costs associated with the filing requirements of a public
reporting company, unless and until it acquires an interest in an operating
company. The Company may not have sufficient cash to meet its operational
needs for the next twelve months. Management's plan of operation for the next
twelve months is to attempt to raise additional capital through loans from
related parties, debt financing, equity financing or a combination of
financing options. Currently, there are no understandings, commitments or
agreements for such an infusion of capital and no assurances to that effect.
Unless the Company can obtain additional financing, its ability to continue as
a going concern during the next twelve-month period is doubtful. The Company's
need for capital may change dramatically if and during that period, it
acquires an interest in a business opportunity.
The Company's current operating plan is to (i) handle the administrative
and reporting requirements of a public company, and (ii) search for potential
businesses, products, technologies and companies for acquisition. At present,
the Company has no understandings, commitments or agreements with respect to
the acquisition of any business venture, and there is no assurance when or
that the Company will identify a business venture suitable for acquisition in
the future. Further, there is no assurance the Company would be successful in
consummating any acquisition on favorable terms or that it will be able to
profitably manage any business venture it acquires.
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern. However,
the Company has incurred losses since its inception, and has not yet been
successful in establishing profitable operations. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern.
In this regard, management is proposing to raise any necessary
additional funds not provided by operations through loans and/or through
additional sales of its common stock. There is no assurance that the Company
will be successful in raising this additional capital or in achieving
profitable operations. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company has no market risk sensitive instruments entered into for
trading or any other purpose.
ITEM 8. FINANCIAL STATEMENTS.
See attached Financial Statements and Schedules.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There are not and have not been any disagreements between the Company
and its accountants on any matter of accounting principles or practices or
financial statement disclosure.
ITEM 9A. CONTROLS AND PROCEDURES.
(a) Evaluation of Disclosure Controls and Procedures. Our management,
with the participation of our President, evaluated the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
report. Based on that evaluation, our President 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,
including our President, as appropriate 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.
(b) Management's Annual Report on Internal Control over Financial
Reporting. Our management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Rule 13a-
15(f) under the Exchange Act). Our internal control over financial reporting
is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes using accounting principles generally accepted in the
United States.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can provide only reasonable assurance of
achieving their control objectives.
Our management, with the participation of the President, evaluated the
effectiveness of the Company's internal control over financial reporting as of
June 30, 2010. In making this assessment, our management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control - Integrated Framework. Based on this evaluation,
our management, with the participation of the President, concluded that, as of
June 30, 2010, our internal control over financial reporting was effective.
An unavoidable weakness in the Company's internal controls is that the
principal executive officer and principal financial officer are the same
individual, which does not allow for segregation of duties. Since the Company
is a shell company, management does not feel that this has a material effect
on the accuracy and completeness of our financial reporting and disclosure
included in this annual report.
(c) Changes in Internal Control over Financial Reporting. There were
no changes in the Company's internal controls over financial reporting, known
to the chief executive officer or the chief financial officer that occurred
during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
ITEM 9B. OTHER INFORMATION.
There were no reports on Form 8-K filed during the last quarter of the
fiscal year ended June 30, 2010, nor any information required to be disclosed
in a report on Form 8-K, but not reported, during the fourth quarter of the
year covered by this Form 10-K.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
(A) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS.
The following table shows directors, executive officers and other
significant employees, their ages, and all offices and positions with Barossa.
Each director is elected for a period of one year and serves until his
successor is duly elected by the stockholders and qualifies. There are no
other arrangements or understandings regarding the length of time a director
is to serve in that capacity. The board of directors serves as the audit
committee. None are audit committee financial experts. Officers and other
employees serve at the will of the board of directors.
Term Served As Positions
Name of Director Age Director/OfficerWith Company
Adam Gatto 48 Since inception President and Director
Certain biographical information with respect to the officer is set
forth below.
Adam Gatto, age 48, currently (since 2002) is manager of a private
equity fund primarily involved in the trading and investment of S&P 500
companies. Previously he was an Investment Portfolio Manager for high net
worth individuals and institutions at Morgan Stanley from November 1997 to
September 2002. He received Bachelor's degrees in Political Science and
Business from the University of Utah in 1986. In conjunction with that, he
also attended the University of Sienna School of International Business &
Language in Italy, receiving a minor in Italian and International Finance.
The director holds no directorships in any other companies subject to
the reporting requirements of the Securities Exchange Act of 1934.
(B) IDENTIFY SIGNIFICANT EMPLOYEES.
None other than the person previously identified.
(C) FAMILY RELATIONSHIPS. None
(D) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.
Except as described herein, no officer or director of the Company; 1)
has had any petition filed, within the past five years, in Federal Bankruptcy
or state insolvency proceedings on behalf of any entity of which such person
was an officer or general partner within two years of filing; or 2) has been
convicted in a criminal proceeding within the past five years or is currently
a named subject of a pending criminal proceeding; or 3) has been the subject,
within the past five years, of any order, judgment, decree or finding (not
subsequently reversed, suspended or vacated) of any court or regulatory
authority involving violation of securities or commodities laws, or barring,
suspending, enjoining or limiting any activity relating to securities,
commodities or other business practice.
(E) AUDIT COMMITTEE FINANCIAL EXPERT. The issuer does not have an
audit committee financial expert serving on its audit committee, due to lack
of funds.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. Section 16(a) is
inapplicable.
CODE OF ETHICS. The issuer has adopted a code of ethics that applies to
its principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions. For
purposes of this Item, the term code of ethics means written standards that
are reasonably designed to deter wrongdoing and to promote: Honest and ethical
conduct, including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships; Full, fair,
accurate, timely, and understandable disclosure in reports and documents that
the issuer files with, or submits to, the Commission and in other public
communications made by the issuer; Compliance with applicable governmental
laws, rules and regulations; The prompt internal reporting of violations of
the code to the board of directors or another appropriate person or persons;
and Accountability for adherence to the code. The issuer hereby undertakes to
provide to any person without charge, upon request, a copy of such code of
ethics. Such request may be made in writing to the board of directors at the
address of the issuer.
ITEM 11. EXECUTIVE COMPENSATION.
The following table summarizes executive compensation paid or accrued
for the Chief Executive Officer and other officers who received any
compensation during the past three fiscal years.
SUMMARY COMPENSATION TABLE
Name And Other Annual All Other
Principal Year Salary($) Bonus($)Compensation($)Compensation($)
Position
Adam Gatto 2010 0 0 0 0
CEO 2009 0 0 0 0
2008 0 0 0 0
COMPENSATION OF DIRECTORS None
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, CHANGE-IN-CONTROL
ARRANGEMENTS
The Company has not entered into any contracts or arrangements with any
named executive officer which would provide such individual with a form of
compensation resulting from such individual's resignation, retirement or any
other termination of such executive officer's employment with the Company or
its subsidiary, or from a change-in-control of the Company or a change in the
named executive officer's responsibilities following a change-in-control.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table contains stock ownership information about officers,
directors and other stockholders known to be beneficial owners of more than 5%
of the registrant's stock. A beneficial owner of stock is any person who has
or shares the power to decide how to vote or whether to dispose of the stock.
Title of Amount & Nature of % of
Name and Address Class Beneficial OwnershipClass
Adam Gatto Common 509,000 shares21.8%
311 S State, #460
SLC, Utah 84016
Lynn Dixon Common 763,550 shares32.7%
311 S State, #460
SLC, UT 84111
Thomas G. Kimble Common 763,550 shares(1)32.7%
311 S State, #440
SLC, UT 84111
All officers and Common 509,000 shares21.8%
directors
as a group (1 person)
(1) Owned of record by Devonshire Partners, a limited liability company
solely owned by Mr. Kimble.
The foregoing amounts include all shares these persons are deemed to
beneficially own regardless of the form of ownership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company has entered into certain transactions with officers,
directors or affiliates of the Company which include the following:
During the fiscal years ended June 30, 2010 and 2009, the Company
utilized office space at 311 South State Street, Suite 460, Salt Lake City,
Utah 84111, which was provided by Lynn Dixon, a majority shareholder of the
Company. The Company does not pay rent for this office space.
Except as disclosed in this item, in notes to the financial statements
or elsewhere in this report, the Company is not aware of any indebtedness or
other transaction in which the amount involved exceeds $120,000 between the
Company and any officer, director, nominee for director, or 5% or greater
beneficial owner of the Company or an immediate family member of such person;
nor any relationship in which a director or nominee for director of the
Company was also an officer, director, nominee for director, greater than 10%
equity owner, partner, or member of any firm or other entity which received
from or paid the Company, for property or services, amounts exceeding 5% of
the gross annual revenues or total assets of the Company or such other firm or
entity.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(1) AUDIT FEES
The aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for the audit of
the Company's annual financial statements and review of financial statements
included in the Company's Form 10-Q (17 CFR 249.308a) or 10-QSB (17 CFR
249.308b) for services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those
fiscal years was $8,950 for the fiscal year ended June 30, 2009, and $8,875
for the fiscal year ended June 30, 2010.
(2) AUDIT-RELATED FEES
The aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountant that are reasonably
related to the performance of the audit or review of the Company's financial
statements was $-0- for the fiscal year ended June 30, 2009. and $$-0- for the
fiscal year ended June 30, 2010.
(3) TAX FEES
The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning was $-0- for the fiscal year ended June 30,
2009. and $1,875 for the fiscal year ended June 30, 2010.
(4) ALL OTHER FEES
The aggregate fees billed in each of the last two fiscal years for
products and services provided by the principal accountant, other than the
services reported above was $-0- for the fiscal year ended June 30, 2009. and
$-0- for the fiscal year ended June 30, 2010
(5) PRE-APPROVAL POLICIES AND PROCEDURES
Before the accountant is engaged by the issuer to render audit or non-
audit services, the engagement is approved by the company's board of directors
acting as the audit committee.
ITEM 15. EXHIBITS
EXHIBITS to this report are all documents previously filed which are
incorporated herein as exhibits to this report by reference to registration
statements and other reports previously filed by the Company pursuant to the
Securities Act of 1933 and the Securities Exchange Act of 1934.
Exhibits required by Item 601 of Regulation S-K.
SEC No. Document Exhibit No.
10 Material contracts
Stock Exchange Agreement with Jason Briggs 10.3 *
31. Certifications required by Rules 13a-14(a) or 15d-14(a).
32. Section 1350 Certifications
* previously filed
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
JUNE 30, 2010
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
CONTENTS
PAGE
- Report of Independent Registered Public Accounting Firm 2
- Balance Sheets June 30, 2010 and June 30, 2009 3
- Statements of Operations, for the years ended
June 30, 2010 and 2009 and from inception
on March 24, 2005 through June 30, 2010 4
- Statement of Stockholders' Equity (Deficit),
from inception on March 24, 2005 through June 30, 2010 5
- Statements of Cash Flows, for the years ended
June 30, 2010 and 2009 and from inception
on March 24, 2005 through June 30, 2010 7
- Notes to Financial Statements 8 - 12
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Barossa Coffee Company, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheets of Barossa Coffee Company,
Inc. [a development stage company] as of June 30, 2010 and 2009 and the
related statements of operations, stockholders' equity (deficit) and cash
flows for each of the years in the two-year period ended June 30, 2010 and
for the period from inception on March 24, 2005 through June 30, 2010.
Barossa Coffee Company, Inc.'s management is responsible for these
financial statements. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we
express no such opinion. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Barossa Coffee Company,
Inc. as of June 30, 2010 and 2009 and the results of its operations and its
cash flows for each of the years in the two-year period ended June 30, 2010
and for the period from inception on March 24, 2005 through June 30, 2010,
in conformity with accounting principles generally accepted in the United
States of America.
The accompanying financial statements have been prepared assuming Barossa
Coffee Company, Inc. will continue as a going concern. As discussed in Note
6 to the financial statements, Barossa Coffee Company, Inc. has incurred
losses since its inception and has not yet established profitable
operations. These factors raise substantial doubt about the ability of the
Company to continue as a going concern. Management's plans in regards to
these matters are also described in Note 6. The financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.
PRITCHETT, SILER & HARDY, P.C.
Salt Lake City, Utah
September 27, 2010
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
BALANCE SHEETS
June 30, June 30,
2010 2009
__________ _________
ASSETS
Current Assets
Cash $ 3,388 $ 3,460
__________ _________
Total Current Assets 3,388 3,460
__________ _________
Total Assets $ 3,388 $ 3,460
__________ _________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable $ 2,808 $ 2,800
Interest Payable 1,277 1,023
Loans Payable -- related parties 4,240 4,240
__________ _________
Total Current Liabilities 8,325 8,063
__________ _________
Stockholders' Equity (Deficit)
Preferred stock, $.001 par value,
1,000,000 shares authorized,
no shares issued and outstanding $ - $ -
Common stock, $.001 par value,
50,000,000 shares
authorized, 2,334,100 and
2,184,000 shares issued and
outstanding, respectively 2,334 2,184
Capital in excess of par value 128,228 113,368
(Deficit) accumulated during the
development stage (135,499) (120,155)
__________ _________
Total Stockholders' Equity (Deficit) (4,937) (4,603)
__________ _________
Total Liabilities and
Stockholders' Equity (Deficit) $ 3,388 $ 3,460
__________ _________
The accompanying notes are an integral part of these financial statements.
-3-
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
From Inception
Year Ended on March 24,
June 30, 2005 Through
______________________ June 30,
2010 2009 2010
_________________________________
REVENUE $ - $ - $ -
EXPENSES:
General and administrative 15,090 13,394 78,707
_________________________________
LOSS FROM OPERATIONS BEFORE
OTHER INCOME (EXPENSE) (15,090) (13,394) (78,707)
_________________________________
OTHER INCOME (EXPENSE):
Interest expense (254) (254) (1,277)
_________________________________
Total Other Income (Expense) (254) (254) (1,277)
_________________________________
LOSS BEFORE INCOME TAXES (15,344) (13,648) (79,984)
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
_________________________________
LOSS FROM CONTINUING OPERATIONS $(15,344) $ (13,648) $ (79,984)
_________________________________
DISCONTINUED OPERATIONS:
Loss from operations of
discontinued coffee
sales business (net of
$0 in income taxes) - - (11,087)
Gain (loss) on disposal of
discontinued Operations
(net of $0 in income taxes) - - -
_________________________________
LOSS FROM DISCONTINUED OPERATIONS - - (11,087)
_________________________________
NET LOSS $(15,344) $ (13,648) $ (91,071)
_________________________________
LOSS PER COMMON SHARE:
Continuing operations $ (.01) $ (.01)
Discontinued operations - -
______________________
Net Loss Per Common Share $ (.01) $ (.01)
______________________
The accompanying notes are an integral part of these financial statements.
-4-
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock
________________ Capital in
Excess of Accumulated
Shares Amount Par Value Deficit
________ _______ _________ ___________
Balance March 24, 2005 - $ - $ - $ -
Common Stock issued for
cash at $.01 per share 1,800,000 1,800 16,200 -
Net Loss for the period from
March 24, 2005 (inception)
Through June 30, 2005 - - - (1,677)
________ ______ ________ __________
Balance June 30, 2005 1,800,000 1,800 16,200 (1,677)
Common Stock issued for
cash at $.25 per share, net
of offering costs of $13,348 298,000 298 60,854 -
Net loss for the year
ended June 30, 2006 - - - (19,672)
________ ______ _________ __________
Balance June 30, 2006 2,098,000 2,098 77,054 (21,349)
Common Stock redeemed
In exchange for wholly-owned
Subsidiary (200,000) (200) - (44,428)
Common Stock issued for
cash at $.15 per share 160,000 160 23,840 -
Net loss for the year
ended June 30, 2007 - - - (25,963)
________ ______ _________ __________
Balance June 30, 2007 2,058,000 2,058 100,894 (91,740)
Net loss for the year
ended June 30, 2008 - - - (14,767)
_________ ______ _________ __________
Balance June 30, 2008 2,058,000 2,058 100,894 (106,507)
The accompanying notes are an integral part of these financial statements.
-5-
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
[CONTINUED]
Common Stock
________________ Capital in
Excess of Accumulated
Shares Amount Par Value Deficit
________ _______ _________ ___________
Balance June 30, 2008 2,058,000 2,058 100,894 (106,507)
Common Stock issued for
cash at $.10 per share 126,000 126 12,474 -
Net Loss for the year
ended June 30, 2009 - - - (13,648)
Balance June 30, 2009 2,184,000 2,184 113,368 (120,155)
________ ______ _________ __________
Common Stock issued for
cash at $.10 per share 75,050 75 7,430 -
Common Stock issued for
cash at $.10 per share 75,050 75 7,430 -
Net Loss for the year
ended June 30, 2010 - - - (15,344)
________ ______ _________ __________
Balance June 30, 2010 2,334,100 $ 2,334 $ 128,228 $(135,499)
________ ______ _________ __________
The accompanying notes are an integral part of these financial statements.
-6-
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the From Inception
Year Ended on March 24,
June 30, 2005 Through
______________________ June 30,
2010 2009 2010
_________ _________ __________
Cash Flows from Operating Activities:
Net loss $(15,344) $(13,648) $ (91,071)
Adjustments to reconcile net loss
to net cash provided
(used) by operating activities:
Depreciation - - 8,558
Changes in assets and liabilities:
(Decrease)/increase
in accounts payable 8 500 10,213
(Increase) in deposits - - (865)
Increase in accrued interest payable 254 254 1,503
(Decrease) in subsidiary
cash upon disposal of subsidiary - - (1,281)
_________ _________ __________
Net Cash Provided (Used)
by Operating Activities (15,082) (12,894) (72,943)
_________ _________ __________
Cash Flows from Investing Activities:
Acquisition of property and equipment - - (69,561)
Refund on property and equipment costs - - 8,990
_________ _________ __________
Net Cash Provided (Used)
by Investing Activities - - (60,571)
_________ _________ __________
Cash Flows from Financing Activities:
Proceeds from common stock issuance 15,010 12,600 130,762
Proceeds from notes payable - - 12,750
Payments on notes payable - - (6,610)
_________ _________ __________
Net Cash Provided (Used)
by Financing Activities 15,010 12,600 136,902
_________ _________ __________
Net Increase (Decrease) in Cash (72) (294) 3,388
Cash at Beginning of the Year 3,460 3,754 -
_________ _________ __________
Cash at End of the Year $ 3,388 $ 3,460 $ 3,388
_________ _________ __________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Non-cash Investing and Financing Activities:
For the year ended June 30, 2010:
None
For the year ended June 30, 2009:
None
The accompanying notes are an integral part of these financial statements.
-7-
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Barossa Coffee Company, Inc. ("Parent") was organized under
the laws of the State of Nevada on March 24, 2005.
Alchemy Coffee Company, Inc. ("Subsidiary") was organized under the laws of
the State of Utah on April 22, 2005 as a wholly-owned subsidiary of Parent.
In October 2006 the Parent and Subsidiary entered into an agreement to
terminate their relationship.
Barossa Coffee Company, Inc. and Subsidiary (the "Company") previously sold
coffee beans and espresso related beverages. The Company has not yet
generated significant revenues from their planned principal operations and
is considered a development stage company as defined in ASC Topic No. 915.
The Company has, at the present time, not paid any dividends and any
dividends that may be paid in the future will depend upon the financial
requirements of the Company and other relevant factors.
Consolidation - The financial statements include the operations of Parent
and its wholly-owned Subsidiary through September 30, 2006. The operations
of subsidiary were discontinued effective September 30, 2006. All
significant inter-company transactions have been eliminated in
consolidation.
Cash and Cash Equivalents - The Company considers all highly liquid debt
investments purchased with a maturity of three months or less to be cash
equivalents.
Loss Per Share - The computation of loss per share is based on the weighted
average number of shares outstanding during the period presented, in
accordance with ASC Topic No. 260, "Earnings Per Share" [See Note 7].
Accounting Estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosures
of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the
reported period. Actual results could differ from those estimated.
Income Taxes - The Company accounts for income taxes in accordance with ASC
Topic No. 740, "Accounting for Income Taxes" [See Note 4].
-8-
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-(Continued)
Recently Enacted Accounting Standards - In June 2009 the FASB established
the Accounting Standards Codification ("Codification" or "ASC") as the
source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles in
the United States ("GAAP"). Rules and interpretive releases of the
Securities and Exchange Commission ("SEC") issued under authority of
federal securities laws are also sources of GAAP for SEC registrants.
Existing GAAP was not intended to be changed as a result of the
Codification, and accordingly the change did not impact our financial
statements. The ASC does change the way the guidance is organized and
presented.
Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which
amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-13
(ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14
(ASC Topic 985), Certain Revenue Arrangements that include Software
Elements, and various other ASU's No. 2009-2 through ASU No. 2010-24 which
contain technical corrections to existing guidance or affect guidance to
specialized industries or entities were recently issued. These updates
have no current applicability to the Company or their effect on the
financial statements would not have been significant.
NOTE 2 - DISCONTINUED OPERATIONS
During October 2006, the Company entered into a Stock Exchange Agreement
with a shareholder who was an officer and director of the Company, wherein
Parent received back 200,000 shares of common stock for cancellation from
the shareholder in exchange for all the issued and outstanding common stock
of the Company's subsidiary, Alchemy Coffee. As a result of the exchange
agreement, the shareholder resigned as an officer and director of the
Company and the Company no longer has any ongoing business operations.
The following is a summary of the results of operations of the Company's
discontinued business:
For the From Inception
Year Ended on March 24,
June 30, 2005 Through
_____________________ June 30,
2010 2009 2010
________________________________
Revenue $ - $ - $ 115,738
Cost of sales - - (48,698)
General and administrative - - (77,901)
Other expenses - - (226)
Loss on disposition of assets - - -
________________________________
Net loss $ - - $ (11,087)
________________________________
-9-
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - CAPITAL STOCK
Preferred Stock - The Company has authorized 1,000,000 shares of preferred
stock, $.001 par value, with such rights, preferences and designations and
to be issued in such series as determined by the Board of Directors. No
shares are issued and outstanding at June 30, 2010.
Common Stock - The Company has authorized 50,000,000 shares of common stock
with a $.001 par value. 2,334,100 shares are issued and outstanding at
June 30, 2010.
In March 2005, in connection with its organization, the Company issued
1,800,000 shares of its previously authorized but unissued common stock.
Total proceeds of the sale amounted to $18,000 (or $.01 per share).
In November 2005, the Company completed a public offering of 298,000 shares
of common stock for gross proceeds of $74,500 (or $.25 per share).
Offering costs of $13,348 were offset against the proceeds of the offering.
The Company entered into an agreement on October 11, 2006 wherein it
purchased back 200,000 shares of its common stock in exchange for all the
issued and outstanding common stock of its former subsidiary, Alchemy
Coffee Company. The transaction was recorded using the retirement method
resulting in a $44,428 direct charge to retained earnings.
On March 8, 2007 the Company sold 160,000 shares of its restricted common
stock at $.15 per share of which $160 was credited to common stock and
$23,840 was credited to capital in excess of par value. The stock issuance
was exempt from any state or federal securities registration requirements
as an isolated nonpublic sale to accredited investors.
On November 10, 2008 the Company sold 126,000 shares of its restricted
common stock at $.10 per share of which $126 was credited to common stock
and $12,474 was credited to capital in excess of par value. The stock
issuance was exempt from any state or federal securities registration
requirements as an isolated nonpublic sale to accredited investors.
On December 31, 2009 the Company sold 75,050 shares of its restricted
common stock at $.10 per share of which $75 was credited to common stock
and $7,430 was credited to capital in excess of par value. The stock
issuance was exempt from any state or federal securities registration
requirements as an isolated nonpublic sale to accredited investors.
On March 18, 2010 the Company sold 75,050 shares of its restricted common
stock at $.10 per share of which $75 was credited to common stock and
$7,430 was credited to capital in excess of par value. The stock issuance
was exempt from any state or federal securities registration requirements
as an isolated nonpublic sale to accredited investors.
-10-
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with ASC Topic No. 740,
"Accounting for Income Taxes". ASC Topic No. 740 requires the Company to
provide a net deferred tax asset/liability equal to the expected future tax
benefit/expense of temporary reporting differences between book and tax
accounting methods and any available operating loss or tax credit
carryforwards. At June 30, 2010, the Company has available unused
operating loss carryforwards of approximately $80,000 which may be applied
against future taxable income and which expires in various years through
2030.
The amount of and ultimate realization of the benefits from the operating
loss carryforwards for income tax purposes is dependent, in part, upon the
tax laws in effect, the future earnings of the Company, and other future
events, the effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the loss carryforwards, the
Company has established a valuation allowance equal to the tax effect of
the loss carryforwards and, therefore, no deferred tax asset has been
recognized for the loss carryforwards. The net deferred tax assets are
approximately $12,000 and $9,700 as of June 30, 2010 and 2009,
respectively, with an offsetting valuation allowance of the same amount,
resulting in a change in the valuation allowance of approximately $2,300
and $2,000 during the years ended June 30, 2010 and 2009, respectively.
NOTE 5 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company has not paid any compensation to its
officers and directors, as the services provided by them to date have only
been nominal.
Loans Payable - The Company's loan payable is due to a shareholder, has an
interest rate of 6%, is due on demand, and is unsecured with a balance due
of $4,240 and accrued interest of $1,277 at June 30, 2010.
NOTE 6 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern. However,
the Company has incurred losses since inception and has not yet been
successful at establishing profitable operations. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern. In this regard, management is proposing to raise any necessary
additional funds not provided by operations through loans or through
additional sales of its common stock. There is no assurance that the
Company will be successful in raising this additional capital or in
achieving profitable operations. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties.
-11-
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - LOSS PER SHARE
The following data show the amounts used in computing loss per share:
For the year ended
June 30, June 30,
2010 2009
__________ __________
Loss from continuing
operations (numerator) $ (15,344) $ (13,648)
Loss from discontinued
operations (numerator) - -
Gain (loss) on disposal
of discontinued
operations (numerator) - -
__________ __________
Loss available to common
shareholders (numerator) $ (15,344) $ (13,648)
__________ __________
Weighted average number
of common shares
outstanding used in
loss per share during
the period (denominator) 2,243,010 2,133,088
__________ __________
Dilutive loss per share was not presented, as the Company had no common
equivalent shares for all periods presented that would affect the
computation of diluted loss per share.
NOTE 8 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date
through the date the financial statements were issued, and determined there
are no events to disclose.
-12-
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Barossa Coffee Company, Inc.
By: /s/ Adam Gatto Date: September 27, 2010
Adam Gatto, President
Chief Executive Officer and
Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and the
dates indicated.
By: /s/ Adam Gatto Date: September 27, 2010
Adam Gatto, President
Chief Executive Officer and
Chief Financial Officer
Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Exchange Act by Non Reporting Issuers
No annual report or proxy statement has been sent to security holders.