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 February 28, 2009.
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period _____________ to ______________.
Commission File Number 333-150061
INNOCENT, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 98-0585268
------------------------------- -----------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
755 Baywood Drive, Second Floor
Petaluma, CA 94954
---------------------------------------------------------------
(Address of principal executive offices) (zip code)
(707) 658-4650
-----------------------------------------------------------------
(Registrant's telephone number, including area code)
None
------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 [ ]
<page>
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [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 [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: As of April 14, 2009, there were
7,000,000 shares of common stock, par value $0.001, outstanding.
<page>
TABLE OF CONTENT
PART 1. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements F-1
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
Item 4. Controls and Procedures 18
PART 2. OTHER INFORMATION
Item 1. Legal Proceedings 18
Item 1A.Risk Factors 18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22
Item 3. Defaults Upon Senior Securities 22
Item 4. Submission of Matters to a Vote of Security Holders 22
Item 5. Other Information 22
Item 6. Exhibits 22
Signatures 23
1
<page>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
INNOCENT, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
February 28, 2009
(Unaudited)
BALANCE SHEET
STATEMENTS OF OPERATIONS
STATEMENTS OF CASH FLOWS
STATEMENTS OF STOCKHOLDERS' EQUITY
NOTES TO FINANCIAL STATEMENTS
F-1
<page>
INNOCENT, INC.
(A Development Stage Company)
BALANCE SHEETS
February 28, August 31,
2009 2008
---- ----
(Unaudited) (Audited)
ASSETS
------
Current assets
Cash $ 175 $ 34
Accounts receivable 352 2,940
Prepaid expenses 179 350
----------- -----------
Total current assets 706 3,324
----------- -----------
Security deposit 333 333
----------- -----------
Total assets $ 1,039 $ 3,657
=========== ===========
LIABILITIES & STOCKHOLDERS'EQUITY
---------------------------------
Current liabilities
Accounts payable and accrued liabilities $ 33,348 $ 24,483
Loan payable - related party 12,416 8,101
----------- -----------
Total current liabilities 45,764 32,584
----------- -----------
Stockholders' Equity
Common stock $0.001 par value;
75,000,000 shares authorized;
7,000,000 shares issued and outstanding 7,000 7,000
Additional paid-in capital 27,000 27,000
Deficit accumulated during the development stage ( 78,725) ( 62,927)
----------- -----------
Total Stockholders' Equity ( 44,725) ( 28,927)
----------- -----------
Total Liabilities and Stockholders' Equity $ 1,039 $ 3,657
=========== ===========
The accompanying notes are an integral part of these financial statements
F-2
<page>
INNOCENT, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
<table>
<caption>
Three months Three months Six months Six months September 27,2006
Ended Ended Ended Ended (Inception) Through
February 28, February 29, February 28, February 29, February 28,
2009 2008 2009 2008 2009
---- ---- ---- ---- ----
<s> <c> <c> <c> <c> <c>
Sales $ 2,352 $ 1,470 $ 6,636 $ 2,123 $ 11,699
Cost of goods sold 1,680 1,050 4,740 1,655 8,495
----------- ---------- ---------- ---------- ----------
Gross profit 672 420 1,896 468 3,204
----------- ---------- ---------- ---------- ----------
Operating Expenses:
Accounting and audit fees $ 3,250 $ 3,500 $ 7,950 $ 5,000 $ 25,550
Consulting 2,000 1,500 2,000 2,400 15,400
General and administrative 3,430 3,571 5,166 4,212 25,944
Management 1,000 1,000 2,000 2,000 4,000
Organization costs - - - - 480
Telephone - - - 2,174 2,174
Travel and promotion - 892 263 6,740 7,965
----------- ---------- ---------- ---------- ----------
9,680 10,463 17,379 22,526 81,513
----------- ---------- ---------- ---------- ----------
Loss from operations ( 9,008) ( 10,043) ( 15,483) ( 22,058) ( 78,309)
Other income (expense)
Interest expense ( 181) - ( 315) - ( 416)
----------- ---------- ---------- ---------- ----------
Income (loss) before provision
for income tax ( 9,189) ( 10,043) ( 15,798) ( 22,058) ( 78,725)
Provision for income tax - - - - -
----------- ---------- ---------- ---------- ----------
Net income (loss) $ ( 9,189) $ ( 10,043) $( 15,798) $( 22,058) $ ( 78,725)
=========== ========== ========== ========== ==========
Net income (loss) per share $ ( 0.01) $ ( 0.01) $( 0.01) $( 0.01)
=========== ========== ========== ==========
Weighted average number of
common shares outstanding 7,000,000 7,000,000 7,000,000 6,142,857
=========== ========== ========== ==========
</table>
The accompanying notes are an integral part of these financial statements
F-3
<page>
INNOCENT, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<table>
<caption>
Six Months Six Months September 27,2006
Ended Ended (Inception) Through
February 28, February 29, February 28,
2009 2008 2009
---- ---- ----
<s> <c> <c> <c>
Operating Activities:
Net income (loss) $( 15,798) $( 22,058) $( 78,725)
Adjustment to reconcile net income to net cash
provided by (used for) operating activities:
Accounts receivable 2,588 ( 1,623) ( 352)
Prepaid expenses 171 - ( 179)
Security deposit - ( 333) ( 333)
Accounts payable and accrued liabilities 8,865 10,882 33,348
---------- ---------- ----------
Net cash provided by (used for) operating
activities ( 4,174) ( 13,132) ( 46,241)
---------- ---------- ----------
Financing Activities:
Proceeds from issuance of common stock - 34,000 34,000
Loan payable - related party 4,315 - 12,416
---------- ---------- ----------
Net cash provided by (used for) financing
activities 4,315 34,000 46,416
---------- ---------- ----------
Net Increase In Cash 141 20,868 175
Cash At The Beginning Of The Period 34 - -
---------- ---------- ----------
Cash At The End Of The Period $ 175 $ 20,868 $ 175
========== ========== ==========
Schedule Of Non-Cash Investing And Financing
- --------------------------------------------
Activities - None
- ----------
Supplemental Disclosure
- -----------------------
Cash paid for:
Interest $ - $ - $ -
========== ========== ===========
Income Taxes $ - $ - $ -
========== ========== ===========
</table>
The accompanying notes are an integral part of these financial statements
F-4
<page>
INNOCENT, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
September 27, 2006 (Inception) Through February 28, 2009
(Unaudited)
<table>
<caption>
Deficit
Accumulated
Common Shares Additional During the
---------------------- Paid-in Subscription Development
Number Par Value Capital Receivable Stage Total
------ --------- ------- ---------- ----- -----
<s> <c> <c> <c> <c> <c> <c>
Balances, September 27, 2006,
Common stock subscription at $0.001 4,000,000 $ 4,000 $ - $( 4,000) $ - $ -
Net gain (loss) for the period ended
August 31, 2007 - - - - ( 3,980) ( 3,980)
--------- --------- --------- ---------- ---------- ---------
Balances, August 31, 2007 4,000,000 4,000 - ( 4,000) ( 3,980) ( 3,980)
--------- --------- --------- ---------- ---------- ---------
Issued for cash:
Subscription paid for - - - 4,000 - 4,000
Common stock October, 2007 - at $0.010 3,000,000 3,000 27,000 - 30,000
Net gain (loss) for the year ended August 31, 2008 - - - - ( 58,947) (58,947)
--------- --------- --------- ---------- ---------- ---------
Balances, August 31, 2008 7,000,000 7,000 27,000 - ( 62,927) (28,927)
Net gain (loss) for the period ended February 29, 2008 - - - - ( 15,798) (15,798)
--------- --------- --------- ---------- ---------- ---------
Balances, February 28, 2009 7,000,000 $ 7,000 $ 27,000 $ - $( 78,725) $(44,725)
========= ========= ========= ========== ========== =========
</table>
The accompanying notes are an integral part of these financial statements
F-5
<page>
INNOCENT, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 28, 2009
(Unaudited)
Note 1 Nature and Continuance of Operations
------------------------------------
Organization
------------
The Company was incorporated in the State of Nevada, United States
of America on September 27, 2006, and its fiscal year end is
August 31. The Company is engaged in sales of new food products
produced or developed by North American companies to foreign
markets.
Going Concern
-------------
These financial statements have been prepared on a going concern
basis. The Company has a working capital deficiency of $45,058,
and has accumulated deficit of $78,725 since inception. Its
ability to continue as a going concern is dependent upon the
ability of the Company to generate profitable operations in the
future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due. The outcome of these matters cannot
be predicted with any certainty at this time. These factors raise
substantial doubt that the company will be able to continue as a
going concern. Management plans to continue to provide for its
capital needs by the issuance of common stock and related party
advances. These financial statements do not include any
adjustments to the amounts and classification of assets and
liabilities that may be necessary should the Company be unable to
continue as a going concern.
Unaudited Interim Financial Statements
--------------------------------------
The accompanying unaudited interim financial statements have been
prepared in accordance with United States generally accepted
accounting principles for interim financial information and with
the instructions to Form 10-Q of Regulation S-B. Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have
been condensed or omitted pursuant to such rules and regulations.
However, except as disclosed herein, there have been no material
changes in the information disclosed in the notes to the financial
statements for the year ended August 31, 2008, included in the
Company's annual report on the From 10-K filed with the Securities
and Exchange Commission. The interim unaudited financial
statements should be read in conjunction with those financial
statements included in the Form 10-K. In the opinion of
Management, all adjustments considered necessary for a fair
presentation, consisting solely of normal recurring adjustments,
have been made. Operating results for the six months ended
February 28, 2009 are not necessarily indicative of the results
that may be expected for the year ending August 31, 2009.
Note 2 Summary of Significant Accounting Policies
------------------------------------------
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the
United States of America. Because a precise determination of many
assets and liabilities is dependent upon future events, the
preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful
judgement. Actual results may vary from these estimates.
F-6
<page>
INNOCENT, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 28, 2009
(Unaudited)
Note 2 Summary of Significant Accounting Policies - (cont'd)
------------------------------------------
Development Stage Company
-------------------------
The Company complies with Financial Accounting Standard Board
Statement ("FAS") No. 7 and The Securities and Exchange Commission
Act Guide 7 for its characterization of the Company as development
stage.
Revenue Recognition
-------------------
Sales are recognized when revenue is realized or realizable and
has been earned. The Company's policy is to recognize revenue when
risk of loss and title to the product transfers to the customer.
Net sales is comprised of gross revenues less expected returns,
trade discounts and customer allowances, which include costs
associated with off-invoice mark-downs and other price reductions,
as well as trade promotions and coupons. These incentive costs are
recognized at the later of the date on which the Company
recognizes the related revenue or the date on which the Company
offers the incentive.
Impairment of Long-lived Assets
-------------------------------
Capital assets are reviewed for impairment in accordance with FAS
No. 144, "Accounting for the Impairment or Disposal of Long-lived
Assets", which was adopted effective January 1, 2002. Under FAS
No. 144, these assets are tested for recoverability whenever
events or changes in circumstances indicate that their carrying
amounts may not be recoverable. An impairment charge is recognized
for the amount, if any, which the carrying value of the asset
exceeds the fair value.
Advertising and Promotion
-------------------------
The Company's expenses all advertising and promotion costs as
incurred. Advertising and promotion costs for the periods ended
February 28, 2009 and February 29, 2008 were $0.
Research and Development
------------------------
Research and development expenditures are expensed as incurred.
Foreign Currency Translation
----------------------------
The financial statements are presented in United States dollars.
In accordance with Statement of Financial Accounting Standards No.
52, "Foreign Currency Translation", since the functional currency
of the Company is U.S. dollars, the foreign currency financial
statements of the Company's subsidiaries are re-measured into U.S.
dollars. Monetary assets and liabilities are re-measured using the
foreign exchange rate that prevailed at the balance sheet date.
Revenue and expenses are translated at weighted average rates of
exchange during the year and stockholders' equity accounts and
furniture and equipment are translated by using historical
exchange rates. Any re-measurement gain or loss incurred is
reported in the income statement.
F-7
<page>
INNOCENT, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 28, 2009
(Unaudited)
Note 2 Summary of Significant Accounting Policies - (cont'd)
------------------------------------------
Net Loss per Share
------------------
Basic loss per share includes no dilution and is computed by
dividing loss available to common stockholders by the weighted
average number of common shares outstanding for the period.
Dilutive losses per share reflects the potential dilution of
securities that could share in the losses of the Company. Because
the Company does not have any potentially dilutive securities, the
accompanying presentation is only of basic loss per share.
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.
Income Taxes
-------------
The Company uses the asset and liability method of accounting for
income taxes in accordance with FAS No. 109 "Accounting for Income
Taxes". Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
temporary differences between the financial statements carrying
amounts of existing assets and liabilities and loss carryforwards
and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary
differences are expected to be recovered or settled.
Fair Value of Financial Instruments
-----------------------------------
The carrying value of the Company's financial instruments
consisting of cash, accounts payable and accrued liabilities,
agreement payable and due to related party approximate their
carrying value due to the short-term maturity of such instruments.
Unless otherwise noted, it is management's opinion that the
Company is not exposed to significant interest, currency or credit
risks arising from these financial instruments.
Recent Accounting Pronouncements
--------------------------------
In May 2008, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 163, "Accounting for Financial Guarantee Insurance
Contracts-and interpretation of FASB Statement No.60".SFAS No.
163 clarifies how Statement 60 applies to financial guarantee
insurance contracts, including the recognition and measurement
of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance
contracts. SFAS No.163 is effective for fiscal years beginning on
or after December 15,2008, and interim periods within those years.
SFAS No.163 has no effect on the Company's financial position,
statements of operations, or cash flows at this time.
F-8
<page>
INNOCENT, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 28, 2009
(Unaudited)
Note 2 Summary of Significant Accounting Policies - (cont'd)
------------------------------------------
Recent Accounting Pronouncements
--------------------------------
In May 2008, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles". SFAS No. 162 sets forth the level of
authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No.
162 will become effective 60 days after the SEC approves the
PCAOB's amendments to AU Section 411 of the AICPA Professional
Standards. SFAS No. 162 has no effect on the Company's financial
position, statements of operations, or cash flows at this time.
In March 2008, the Financial Accounting Standards Board, or FASB,
issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities--an amendment of FASB Statement No. 133. This
standard requires companies to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for
under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's
financial position, financial performance, and cash flows. This
Statement is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with
early application encouraged. The Company has not yet adopted the
provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of
operations or cash flows.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB)
No. 110 regarding the use of a "simplified" method, as discussed
in SAB No. 107 (SAB 107), in developing an estimate of expected
term of "plain vanilla" share options in accordance with SFAS No.
123 (R), Share-Based Payment. In particular, the staff indicated
in SAB 107 that it will accept a company's election to use the
simplified method, regardless of whether the company has
sufficient information to make more refined estimates of expected
term. At the time SAB 107 was issued, the staff believed that more
detailed external information about employee exercise behavior
(e.g., employee exercise patterns by industry and/or other
categories of companies) would, over time, become readily
available to companies. Therefore, the staff stated in SAB 107
that it would not expect a company to use the simplified method
for share option grants after December 31, 2007. The staff
understands that such detailed information about employee exercise
behavior may not be widely available by December 31, 2007.
Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December
31, 2007. The Company currently uses the simplified method for
"plain vanilla" share options and warrants, and will assess the
impact of SAB 110 for fiscal year 2009. It is not believed that
this will have an impact on the Company's consolidated financial
position, results of operations or cash flows.
F-9
<page>
INNOCENT, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 28, 2009
(Unaudited)
Note 2 Summary of Significant Accounting Policies - (cont'd)
------------------------------------------
Recent Accounting Pronouncements
--------------------------------
In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements--an amendment of
ARB No. 51. This statement amends ARB 51 to establish accounting
and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. It
clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements.
Before this statement was issued, limited guidance existed for
reporting noncontrolling interests. As a result, considerable
diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as
liabilities or in the mezzanine section between liabilities and
equity. This statement improves comparability by eliminating that
diversity. This statement is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after
December 15, 2008 (that is, January 1, 2009, for entities with
calendar year-ends). Earlier adoption is prohibited. The effective
date of this statement is the same as that of the related
Statement 141 (revised 2007). The Company will adopt this
Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company's consolidated financial
position, results of operations or cash flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007),
Business Combinations.' This Statement replaces FASB Statement No.
141, Business Combinations, but retains the fundamental
requirements in Statement 141. This Statement establishes
principles and requirements for how the acquirer: (a) recognizes
and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest
in the acquiree; (b) recognizes and measures the goodwill acquired
in the business combination or a gain from a bargain purchase; and
(c) determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects
of the business combination. This statement applies prospectively
to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning
on or after December 15, 2008. An entity may not apply it before
that date. The effective date of this statement is the same as that
of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements. The Company will adopt this
statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company's consolidated financial
position, results of operations or cash flows.
In February 2007, the FASB, issued SFAS No. 159, The Fair Value
Option for Financial Assets and Liabilities--Including an Amendment
of FASB Statement No. 115. This standard permits an entity to
choose to measure many financial instruments and certain other
items at fair value. This option is available to all entities. Most
of the provisions in FAS 159 are elective; however, an amendment to
FAS 115 Accounting for Certain Investments in Debt and Equity
F-10
<page>
INNOCENT, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 28, 2009
(Unaudited)
Note 2 Summary of Significant Accounting Policies - (cont'd)
------------------------------------------
Recent Accounting Pronouncements
--------------------------------
Securities applies to all entities with available for sale or
trading securities. Some requirements apply differently to entities
that do not report net income. SFAS No. 159 is effective as of the
beginning of an entities first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning
of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to
apply the provisions of SFAS No. 157 Fair Value Measurements. The
Company will adopt SFAS No. 159 beginning March 1, 2008 and is
currently evaluating the potential impact the adoption of this
pronouncement will have on its consolidated financial statements.
Note 3 Stockholders' Equity
-------------------
The total number of common shares authorized that may be issued by
the Company is 75,000,000 shares with a par value of one tenth of
one cent ($0.001) per share and no other class of shares is
authorized.
During the period from September 27, 2006 (inception) to November
30, 2008, the Company issued 4,000,000 shares of common stock at
$0.001 per share to its directors for total proceeds of $4,000 and
3,000,000 shares of common stock at $0.010 per share for total
proceeds of $30,000.
To February 28, 2009, the Company has not granted any stock
options and has not recorded any stock-based compensation.
Note 4 Related Party Transactions
--------------------------
a) The President of the Company provides management services to
the Company. During the six months ended February 28, 2009
management services of $2,000 (February 29, 2008 - $2,000)
were charged to operations.
b) A director of the Company provides consulting services to the
Company. During the period ended February 28, 2009 consulting
services of $2,000 (February 29, 2008 - $2,400) were charged
to operations.
c) During the period from inception to February 28, 2009, the
President of the Company provided a $12,000 loan to the
Company. The loan is payable on demand, unsecured, bears
interest at 6.75% per annum and consists of $12,000 of
principal, and $416 of accrued interest payable as of February
28, 2009.
F-11
<page>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Forward Looking Statements
- --------------------------
This quarterly report contains forward-looking statements. Forward-looking
statements are projections of events, revenues, income, future economic
performance or management's plans and objectives for our future operations. In
some cases, you can identify forward-looking statements by terminology such as
"may", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors" and the risks set out below, any of which may
cause our or our industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. These risks include, by way of example and not in
limitation:
- - the uncertainty of profitability based upon our history of losses;
- - risks related to failure to obtain adequate financing on a timely basis and on
acceptable terms to continue as going concern;
- - risks related to our international operations and currency exchange
fluctuations;
- - risks related to product liability claims;
- - other risks and uncertainties related to our business plan and business
strategy.
This list is not an exhaustive list of the factors that may affect any of our
forward-looking statements. These and other factors should be considered
carefully and readers should not place undue reliance on our forward-looking
statements.
Forward looking statements are made based on management's beliefs, estimates and
opinions on the date the statements are made and we undertake no obligation to
update forward-looking statements if these beliefs, estimates and opinions or
other circumstances should change. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform
these statements to actual results.
Our financial statements are stated in United States dollars (US$) and are
prepared in accordance with United States Generally Accepted Accounting
Principles.
In this annual report, unless otherwise specified, all dollar amounts are
expressed in United States dollars and all references to "common stock" refer to
the common shares in our capital stock.
As used in this annual report, the terms "we", "us", "our", the "Company" and
"Innocent" mean Innocent, Inc., unless otherwise indicated.
Our Current Business
- --------------------
We were formed on September 27, 2006. Our plan is to build a diverse portfolio
of grocery product lines and brands produced by small and mid size North
American manufacturers and sell them to Eastern European and Russian Market
through a network of local and national distributors.
13
<page>
The two key elements of our short term plan (twelve-month period) are to create
our initial portfolio of products we want to sell to the foreign market and do a
test market of these products.
We plan to create a portfolio of grocery products by sourcing them through
industry trade shows, directly contacting North American manufacturers,
searching through food industry publications, ads and referrals. We are planning
to start with two to three products in each of the following categories:
- - Natural and organic products (all-natural and heart healthy snack bars made
with real ingredients like fruits and nuts, high quality organic chocolates,
organic cereals, and energy bars). - Gluten free, wheat free, yeast free
products (Gluten free cookies, crisps, baking mixes, cereals, spice blends,
etc.) - Salt free or low sodium dietary products (Low sodium, low fat and low
calorie sauces, marinades, vinaigrettes, granolas, trial mixes, etc.) -
Specialty gourmet products that carry uniquely American flavors (dry rubs and
seasoning blends, barbeque sauces, marinades, etc.)
We plan to buy samples and small quantities of chosen products from vendors
throughout the United States and ship them to our distributor ("Neon City") for
testing on the local market. Neon City will utilize their existing contacts to
introduce the products to buyers at local grocery chains as well as to food
service operators.
Our company will create a list of prospective products based on feedback we will
receive from our distributor. We will obtain all the necessary information about
prospective products we wish to include in our portfolio from the manufacturers
for the purpose of developing a sale support system. We will evaluate the
consumer response to the introduced new products. Then we will develop a more
detailed plan of operations including types of products and next order volumes.
RESULTS OF OPERATIONS
The following is a discussion and analysis of our results of operation for the
six-month period ended February 28, 2009, and the factors that could affect our
future financial condition. This discussion and analysis should be read in
conjunction with our unaudited financial statements and the notes thereto
included elsewhere in this quarterly report. Our financial statements are
prepared in accordance with United States generally accepted accounting
principles. All references to dollar amounts in this section are in United
States dollars unless expressly stated otherwise.
Financial Data Summary
- ----------------------
Six Months Six Months
Ended Ended
February 28, February 29,
2009 2008
---- ----
Revenue $ 6,636 $ 2,123
Operating Expenses $ 17,379 $ 22,526
--------- ----------
Net Loss $ 15,798 $ 22,058
========= ==========
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Revenue
- -------
Our gross revenue for the six-month period ended February 28, 2009, was $6,636,
compared to $2,123 for the same period in fiscal 2008. Our cost of sales for the
same six-month period ended February 28, 2009 was $4,740 (February 29, 2008:
$1,655) resulting in a gross profit of $1,896 (2007: $468).
Operating Costs and Expenses
- ----------------------------
The major components of our expenses for the six-month period ended February 28,
2009, and February 29, 2008, are outlined in the table below:
Six Months Six Months
Ended Ended
February 28, February 29,
2009 2008
---- ----
Accounting and audit fees $ 7,950 $ 5,000
Consulting 2,000 2,400
General and administrative 5,166 4,212
Management 2,000 2,000
Telephone - 2,174
Travel and promotion 263 6,740
----------- ---------
$ 17,379 $ 22,526
=========== =========
Operating Expenses
- ------------------
The decrease in operating expenses was mainly due to the decrease of $6,477 in
travel and promotion expenditures, the decrease in consulting fees of $400, and
the decrease of $2,174 in telephone expenses. These decreases were offset by the
increase in audit and accounting fees of $2,950 and the increase of $954 in
general and administrative expenditures. All these increases are associated to
the increase in our corporate activities and increase in expenses related to
implementation of our business plan.
Liquidity and Capital Resources
- -------------------------------
Working Capital
- ---------------
Six Months
Ended Year Ended
February 28, August 31,
2009 2008
------------ ----------
Current Assets $ 706 $ 3,324
Current Liabilities (45,764) (32,584)
------------ ----------
Working Capital Deficiency $ (45,058) $ (29,260)
============ ==========
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Cash Flows
- ----------
Six Months Six Months
Ended Ended
February 28, February 29,
2009 2008
------------ ------------
Cash provided by (used for) Operating Activities $ (4,174) $ ( 13,132)
Cash provided by Investing Activities - -
Cash provided by Financing Activities 4,315 34,000
----------- ------------
Net Increase in Cash $ 141 $ 20,868
=========== ============
We had cash of $175, accounts receivable of $352, prepaid expenses of $179,
accounts payable and accrued liabilities of $33,348 and loan payable to related
party of $12,416 for a working capital deficiency of $45,058 as of February 28,
2009.
We expect spending approximately $10,000 on the initial testing of new products
in the foreign market. As well, we anticipate spending an additional $12,000 on
professional fees, general administrative costs and expenditures associated with
complying with reporting obligations. Total expenditures over the next 12 months
are therefore expected to be $22,000. Accordingly, we will need to obtain
additional financing in order to complete our full business plan.
In the future, in addition to equity financing, we may rely on loans from our
Directors and officers to continue our operations; however, there are no
assurances that our Directors will provide us with any additional funds.
Currently, we do not have any arrangements for additional financing. If we are
not able to obtain needed financing, we may have to cease operations.
Cash Used In Operating Activities
- ----------------------------------
Our cash balance of $175 as of February 28,2009,has increased by $141 during the
six months ended February 28, 2009, compared to the cash balance of $34 as of
August 31, 2008, primarily due to the sales of $6,636 and the reduction of the
accounts receivable of $2,588.The increase in the cash position during the same
period in fiscal 2008 was primarily due to the receipt of the proceeds of
$34,000 from issuance of our common stock and revenue from sales of $2,123.
Cash From Investing Activities
- ------------------------------
No cash was used for or provided by investing activities during the six-month
period ended February 28, 2009, and February 29, 2008.
Cash from Financing Activities
- -------------------------------
To February 28, 2009, the Company has funded its initial operations through the
issuance of 7,000,000 shares of capital stock for proceeds of $34,000 and gross
sales of $11,699. Due to the "start up" nature of our business, we expect
to incur losses as it expands. To date, our cash flow requirements have been
primarily met by equity
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financings. Management expects to keep operating costs to a minimum until cash
is available through financing or operating activities. Management plans to
continue to seek other sources of financing on favorable terms; however, there
are no assurances that any such financing can be obtained on favorable terms, if
at all. If we are unable to generate sufficient profits or unable to obtain
additional funds for our working capital needs, we may need to cease or curtail
operations. Furthermore, there is no assurance the net proceeds from any
successful financing arrangement will be sufficient to cover cash requirements
during the initial stages of the Company's operations. For these reasons, our
independent registered auditors believe that there is substantial doubt that we
will be able to continue as a going concern.
Going Concern
- -------------
The audited financial statements for the year ended August 31, 2008, included in
our annual report on the Form 10-K filed with Securities and Exchange
Commission, have been prepared on a going concern basis, which implies that our
company will continue to realize its assets and discharge its liabilities and
commitments in the normal course of business. Our company has generated $11,699
in revenues since inception and has never paid any dividends and is unlikely to
pay dividends or generate substantial earnings in the immediate or foreseeable
future. The continuation of our company as a going concern is dependent upon the
continued financial support from our shareholders, the ability of our company to
obtain necessary equity financing to achieve our operating objectives, and the
attainment of profitable operations. As at February 28, 2009, our company has
accumulated losses of $78,725 since inception. As we do not have sufficient
funds for our planned operations, we will be required to raise additional funds
for operations.
Due to the uncertainty of our ability to meet our current operating expenses
and the capital expenses noted above, in their report on the annual financial
statements for the year ended August 31,2008,our independent registered auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent registered auditors.
The continuation of our business is dependent upon us raising additional
financial support. The issuance of additional equity securities by us could
result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.
Future Financings
- -----------------
We anticipate that additional funding will be required in the form of
equity financing from the sale of our common stock. However, we cannot
provide investors with any assurance that we will be able to raise sufficient
funding from the sale of our common stock to fund our marketing plan and
operations. At this time, we cannot provide investors with any assurance that we
will be able to raise sufficient funding from the sale of our common stock or
through a loan from our directors to meet our obligations over the next twelve
months. We do not have any arrangements in place for any future equity
financing.
Off-Balance Sheet Arrangements
- --------------------------------
We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to stockholders.
17
<page>
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 4T. Controls and Procedures.
As required by Rule 13a-15 under the Exchange Act, we have evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures at February 28, 2009, which is the end of the period covered by this
report. This evaluation was carried out by our principal executive officer and
our principal financial officer. Based on this evaluation, our principal
executive officer and our principal financial officer have concluded that the
design and operation of our disclosure controls and procedures are effective as
at the end of the period covered by this report.
There were no changes in our internal control over financial reporting during
the fiscal period ended February 28, 2009 that have materially affected or are
reasonably likely to materially affect, our internal control over financial
reporting. Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed by our
company in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by our company in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS.
WE FACE RISKS ASSOCIATED WITH CHANGING INDUSTRY
The food marketing and distribution industry is undergoing accelerated change as
producers, manufacturers, distributors and retailers seek to lower costs and
increase services in a highly competitive environment of relatively static
overall demand. Failure to develop a successful response to changing market
conditions over the long term could have a material adverse effect on the
Company's business and financial condition.
WE ARE IN A LOW MARGIN BUSINESS AND ITS PROFITABILITY MAY BE NEGATIVELY IMPACTED
BY FOOD PRICE DEFLATION AND OTHER FACTORS.
The food marketing and distribution industry is characterized by relatively high
inventory turnover with relatively low profit margins. The Company intends to
make a significant portion of its sales at prices that are based on the cost of
products it re-sells plus a percentage markup. As a result, the Company's profit
levels may be negatively impacted during periods of food price deflation, even
though its gross profit percentage may remain relatively
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constant. The food marketing and distribution industry is sensitive to
international, national and regional economic conditions. The Company's
operating results may be adversely affected by other factors, including
difficulties with the collectability of accounts receivable, inventory control,
competitive price pressures, severe weather conditions and unexpected increases
in fuel or other transportation-related costs. Therefore the Company can provide
no assurance that one or more of these factors will not adversely affect its
future operating results.
OUR INTERNATIONAL OPERATIONS INVOLVE MANY RISKS.
We are subject to the risks generally associated with doing business abroad.
These risks include foreign laws and regulations, foreign consumer preferences,
political unrest, disruptions or delays in shipments and changes in economic
conditions in countries to which we sell products. These factors, among others,
may affect our cost of doing business and our ability to sell products. If any
of these or other factors make the conduct of business in Russia undesirable or
impractical, our business may be materially and adversely affected.
WE OPERATE IN VERY COMPETITIVE MARKETS.
Competition in the food marketing and distribution industry is intense. The
Company's primary competitors are multinational food distributors (such as Kraft
Foods, Inc., Nestle, etc.), national food distributors, and regional food
distributors who distribute its product lines in overseas markets. The principal
competitive factors include product price, quality and assortment of product
lines, schedules and reliability of delivery, and the range and quality of
customer services. Our competitors are well established and significantly better
funded than us. Due to limited financing, and fierce competition from
multinational food distributors we may not be able to generate revenues and will
have to cease operations.
BECAUSE WE WILL BE SELLING FOOD PRODUCTS, WE MAY FACE THE RISK OF EXPOSURE TO
PRODUCT LIABILITY CLAIMS.
Innocent, like any other re-seller of food products, faces the risk of exposure
to product liability claims in the event that the use of products re-sold by it
causes injury or illness. With respect to product liability claims, the Company
will seek contractual indemnification and insurance coverage from parties
supplying its products, but this indemnification or insurance coverage is
limited, as a practical matter, to the creditworthiness of the indemnifying
party and the policy limits of any insurance provided by suppliers. If Innocent
will not have adequate insurance or contractual indemnification available,
product liability relating to defective products could materially reduce its net
income and earnings per share.
BECAUSE WE HAVE NO LONG-TERM CONTRACTS WITH SUPPLIES AND DO NOT CONTROL THE
ACTUAL PRODUCTION OF THE PRODUCTS WE RE-SELL, WE MAY BE UNABLE TO MAINTAIN
ADEQUATE INVENTORY OF THE PRODUCTS.
Innocent intends to obtain all of its food products from third-party suppliers.
The company does not plan to have long-term contracts with its suppliers
committing them to provide products to it. Although the Company's purchasing
volume should provide leverage when dealing with suppliers, suppliers may not
provide the food products and supplies Innocent needs in the quantities it
requests. Because the Company does not control the actual production of the
products it re-sells, the Company is also subject to delays caused by
interruption in production based on conditions outside its control. These
conditions include job actions or strikes by employees of suppliers, weather,
crop conditions, transportation interruptions and natural disasters or other
catastrophic events. Innocent's inability to obtain adequate supplies of its
food products, as a result of any of the foregoing factors or otherwise, could
mean that Innocent could not fulfill its obligations to customers, and customers
may turn to other wholesalers or distributors.
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<page>
WE MAY BE ADVERSELY AFFECTED BY CURRENCY EXCHANGE RATE FLUCTUATIONS
Although we generally purchase products in U.S. dollars, the cost of these
products, which will be shipped overseas, may be affected by changes in the
value of the relevant currencies. Price increases caused by currency exchange
rate fluctuations may make our products less competitive or have an adverse
effect on our margins. Our international revenues and expenses generally are
derived from sales and operations in foreign currencies, and these revenues and
expenses may be materially affected by currency fluctuations, including amounts
recorded in foreign currencies and translated into U.S. dollars for financial
reporting. As a result, foreign currency fluctuations may have a material
adverse effect on our results of operations and financial condition.
THERE IS SUBSTANTIAL UNCERTAINTY AS TO WHETHER WE WILL CONTINUE OPERATIONS.
If we discontinue operations, you could lose your investment. Our auditors have
discussed their uncertainty regarding our business operations in their audit
report dated November 6, 2008. This means that there is substantial doubt that
we can continue as an ongoing business for the next 12 months. The financial
statements do not include any adjustments that might result from the uncertainty
about our ability to continue in business. As such, we may have to cease
operations and you could lose your entire investment.
WE LACK AN OPERATING HISTORY AND HAVE LOSSESS WHICH WE EXPECT TO CONTINUE INTO
THE FUTURE.
There is no assurance that our future operations will result in profitable
revenues. If we cannot generate sufficient revenues to operate profitably, our
business will fail. We were incorporated on September 27, 2006 and we have
realized revenues of $11,699 during the period from Incorporation on September
27, 2006 to February 28, 2009, while we have incurred net loss of $78,725 in the
same period. We have very little operating history upon which an evaluation of
our future success or failure can be made. Based upon current plans, we expect
to incur operating losses in future periods because we will be incurring
expenses which may exceed expected revenues. We cannot guarantee that we will be
successful in generating revenues in the future. Failure to generate revenues
will cause us to go out of business.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS MAY FAIL.
Our business plan calls for ongoing expenses in connection with the marketing
and re-sale of food product lines. We have generated $11,699 in revenue from
operations to date. In order to expand our business operations, we anticipate
that we will have to raise additional funding. If we are not able to raise the
funds necessary to fund our business expansion objectives, we may have to delay
the implementation of our business plan. We do not currently have any
arrangements for financing. Obtaining additional funding will be subject to a
number of factors, including general market conditions, investor acceptance of
our business plan and initial results from our business operations. These
factors may impact the timing, amount, terms or conditions of additional
financing available to us. The most likely source of future funds presently
available to us is through the sale of additional shares of common stock.
BECAUSE OUR MANAGEMENT DOES NOT HAVE PRIOR EXPERIENCE IN FOOD SALES AND
MARKETING, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.
Our directors do not have experience in food sales and marketing industry. As a
result, we may not be able to recognize and take advantage of opportunities
without the aid of qualified marketing and business development consultants. Our
directors' decisions and choices may not be well thought out and our operations,
earnings and ultimate financial success may suffer irreparable harm as a result.
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WE DEPEND ON KEY PERSONNEL
Our future success will depend in part on the continued service of key
personnel, particularly Vera Barinova, our President and Chief Executive
Officer. Our future success will also depend on our ability to attract and
retain key managers, sales people and others. We face intense competition for
these individuals from well established multinational, national and regional
food marketing and distribution companies. We may not be able to attract
qualified new employees or retain existing employees, which may have a material
adverse effect on our results of operations and financial condition.
BECAUSE OUR DIRECTORS OWN 57.14% OF OUR OUTSTANDING STOCK, THEY WILL MAKE AND
CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY
SHAREHOLDERS.
Our directors, own approximately 57.14% of the outstanding shares of our common
stock. Accordingly, they will have significant influence in determining the
outcome of all corporate transactions or other matters, including the election
of directors, mergers, consolidations and the sale of all or substantially all
of our assets, and also the power to prevent or cause a change in control.
The interests of these individuals may differ from the interests of the other
stockholders and thus result in corporate decisions that are disadvantageous to
other shareholders.
OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE
SEC'S PENNY STOCK REGULATIONS AND THE FINRA'S SALES PRACTICE REQUIREMENTS,
WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK
Our stock is a penny stock. The Securities and Exchange Commission has adopted
Rule 15g-9 which generally defines "penny stock" to be any equity security that
has a market price (as defined) less than $5.00 per share or an exercise price
of less than $5.00 per share, subject to certain exceptions. Our securities are
covered by the penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than established
customers and "accredited investors". The term "accredited investor" refers
generally to institutions with assets in excess of $5,000,000 or individuals
with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in, and limit the marketability of, our common stock.
In addition to the "penny stock" rules promulgated by the Securities and
Exchange Commission, the Financial Industry Regulatory Authority has adopted
rules that require that in recommending an investment to a customer, a broker-
21
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dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the National Association of Securities Dealers believes that
there is a high probability that speculative low-priced securities will not
be suitable for at least some customers. The National Association of Securities
Dealers' requirements make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may limit your ability to buy
and sell our stock.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS
Exhibit
Number Title of Document
- ------- -----------------
3.1 Articles of Incorporation *
3.2 Bylaws *
10.1 Sales and Distribution Agreement*
31.1 Sec.302 Certification of CEO
31.2 Sec.302 Certification of CFO
32.1 Sec.906 Certification of CEO
32.2 Sec.906 Certification of CFO
*Incorporated by reference to similarly numbered exhibits filed with the
Company's Registration Statement on Form S-1 on April 3, 2008.
22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Innocent, Inc.
/s/ Vera Barinova
-----------------------------
Vera Barinova
President, Chief Executive
Officer, and Director
Dated: April 14, 2009
/s/ Aleksandr Kryukov
-----------------------------
Aleksandr Kryukov
Chief Financial Officer, Secretary
Treasurer, principal accounting
officer and Director
Dated: April 14, 2009
23