Attached files
file | filename |
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EX-31.1 - KAIBO FOODS Co Ltd | v208297_ex31-1.htm |
EX-32.1 - KAIBO FOODS Co Ltd | v208297_ex32-1.htm |
EX-31.2 - KAIBO FOODS Co Ltd | v208297_ex31-2.htm |
U.S. SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
FORM 10-Q/A
(Amendment No. 2)
(Mark One)
x Quarterly
Report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period ended September
30, 2010
o Transition
Report under Section 13 or 15(d) of the Exchange Act
For the Transition Period
from___________ to____________
Commission File Number:
333-149294
CFO CONSULTANTS,
INC.
(Exact Name of Registrant as Specified
in its Charter)
NEVADA
|
42-1749358
|
|
(State of other jurisdiction
of
|
(I.R.S.
Employer
|
|
Incorporation or
organization
|
Identification
Number)
|
Rm. 2102 F & G, Nan Fung Centre,
264-298 Castle Peak Rd.,
Tsuen Wan, N.T., Hong
Kong
(Address of principal exeutive
offices)
Registrant’s Phone: + 852
2412-2208
Indicate by check mark whether the
issuer (I) filed all reports required to be filed by Section 13 or I5(d) of the
Exchange Act of 1934 during the past 12 months (or 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 o
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.
Large
accelerated filer
|
o |
Accelerated
filer
|
o |
Non-accelerated
filer
|
o (Do not check if a smaller
reporting company)
|
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 o
As of October 15, 2010, the issuer had
5,655,000 shares of common stock issued and outstanding.
Explanatory
Note
This
Amendment No. 2 to the Quarterly Report on Form 10-Q filed by CFO Consultants,
Inc., a Nevada corporation (“we,” “our,” “us,” or the “Company”), on October 15,
2010 is being filed to (i) include the paragraph titled “Significant Financial
Transaction” in the financial statements set forth in Part I, Item I, which was
included in the initial filing on October 15, 2010, but was inadvertently
omitted from Amendment No. 1 filed with the Commission on December 21, 2010 and
(ii) revise Item 4T, Controls and Procedures.
Except as
specifically referenced herein, this Amendment No. 2 to the Company’s Quarterly
Report on Form 10-Q does not reflect any event occurring subsequent to October
15, 2010, the filing date of the original report, and no other changes have been
made to the report.
2
Part
I
ITEM
1 FINANCIAL STATEMENTS
CFO
CONSULTANTS, INC.
(A
Development Stage Enterprise)
Unaudited
Financial Statements
For the
Three and Nine Months Ended September 30, 2010 and 2009 and the
Period of
December 10, 2007 (Inception) to September 30, 2010
Page(s)
|
||||
Balance
Sheets as of September 30, 2010 and December 31, 2009
|
4 | |||
Statements
of Operations for the three and nine months ended September 30, 2010 and
2009 and the period of December 10, 2007 (Inception) to September 30,
2010
|
5 | |||
Statements
of Cash Flows for the three and nine months ended September 30, 2010 and
2009 and the period of December 10, 2007 (Inception) to September 30,
2010
|
7 | |||
Notes
to the Unaudited Financial Statements
|
8 |
3
(A
Development Stage Enterprise)
Balance
Sheets
|
September 30,
|
December 31,
|
||||||
2010
|
2009
|
|||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
|
$
|
60
|
$
|
113
|
||||
Total
current assets
|
60
|
113
|
||||||
Total
assets
|
$
|
60
|
$
|
113
|
||||
LIABILITIES
AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable
|
||||||||
Total
current liabilities
|
$
|
4,330
|
$
|
4,230
|
||||
Non-current
liabilities
|
4,330
|
4,230
|
||||||
Convertible
note - related party
|
||||||||
Total
non-current liabilities
|
25,000
|
-
|
||||||
Total
liabilities
|
25,000
|
-
|
||||||
Stockholders’
(Deficit) Equity
|
29,330
|
4,230
|
||||||
Common
stock, $.0001 par value; 75,000,000 shares authorized, 5,655,000 shares
issued and outstanding at September 30, 2010 and December 31,
2009
|
||||||||
Additional
paid in capital
|
5,655
|
5,655
|
||||||
Deficit
accumulated during the development stage
|
24,145
|
24,145
|
||||||
Total
stockholders’ (deficit) equity
|
(59,070
|
)
|
(33,917
|
)
|
||||
Total
liabilities and stockholders’ (deficit) equity
|
(29,270
|
)
|
(4,117
|
)
|
||||
$
|
60
|
$
|
113
|
See
accompanying notes to financial statements
4
(A
Development Stage Enterprise)
Statement
of Operations
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
For the
period from
December
10, 2007
(inception)
to
September
|
|||||||||||||||||
2010
|
2009
|
2010
|
2009
|
30, 2010
|
||||||||||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
Expenses
|
||||||||||||||||||||
General
and administrative
|
25,051
|
-
|
25,153
|
5,827
|
59,070
|
|||||||||||||||
Total
expenses
|
25,051
|
-
|
25,153
|
5,827
|
59,070
|
|||||||||||||||
Net
loss
|
$
|
(25,051
|
)
|
$
|
-
|
$
|
(25,153
|
)
|
$
|
(5,827
|
)
|
$
|
(59,070
|
)
|
||||||
Basic
and diluted loss per common share
|
$
|
(0.00
|
)
|
$
|
-
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
|||||||||
Weighted
average shares outstanding
|
5,655,000
|
5,655,000
|
5,655,000
|
5,648,132
|
See
accompanying notes to financial statements
5
CFO
Consultants, Inc.
(A
Development Stage Enterprise)
Statement
of Changes in Stockholders’ (Deficit) Equity
Common Stock
|
Additional
Paid In
|
Accumulated
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||
Balance,
December 31 2007 (Inception)
|
3,450,000
|
$
|
3,450
|
$
|
4,300
|
$
|
-
|
$
|
7,750
|
|||||||||||
Common
stock issued for cash
|
2,130,000
|
2,130
|
19,170
|
-
|
21,300
|
|||||||||||||||
Net
loss, year ended December 31, 2008
|
-
|
-
|
-
|
(28,090
|
)
|
(28,090
|
)
|
|||||||||||||
Balance,
December 31, 2008
|
5,580,000
|
5,580
|
23,470
|
(28,090
|
)
|
960
|
||||||||||||||
Common
stock issued for services
|
75,000
|
75
|
675
|
-
|
750
|
|||||||||||||||
Net
loss, year ended December 31, 2009
|
-
|
-
|
-
|
(5,827
|
)
|
(5,827
|
)
|
|||||||||||||
Balance,
December 31, 2009
|
5,655,000
|
$
|
5,655
|
$
|
24,145
|
$
|
(33,917
|
)
|
$
|
(4,117
|
)
|
|||||||||
Common
stock issued for services
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Net
loss, period ended September 30, 2010
|
-
|
-
|
-
|
(25,153
|
)
|
(25,153
|
)
|
|||||||||||||
Balance,
September 30, 2010
|
5,655,000
|
$
|
5,655
|
$
|
24,145
|
$
|
(59,070
|
)
|
$
|
(29,270
|
)
|
6
(A
Development Stage Enterprise)
Statements
of Cash Flows
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
For the
period from
December
10, 2007
(inception)
to
September
30,
|
||||||||||||||||||
2010
|
2009
|
2010
|
2009
|
2010
|
||||||||||||||||
Cash
flows from operating activities
|
||||||||||||||||||||
Net
loss
|
$
|
(25,051
|
)
|
$
|
-
|
$
|
(25,153
|
)
|
$
|
(5,827
|
)
|
$
|
(59,070
|
)
|
||||||
Changes
in operating assets and liabilities
|
||||||||||||||||||||
Stock
issued for services
|
-
|
-
|
-
|
750
|
750
|
|||||||||||||||
Prepaid
expenses
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Accounts
payable
|
100
|
-
|
100
|
4,230
|
4,330
|
|||||||||||||||
Net
cash used in operating activities
|
(24,951
|
)
|
-
|
(25,053
|
)
|
(847
|
)
|
(53,990
|
)
|
|||||||||||
Cash
flows from investing activities
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Cash
flows from financing activities
|
||||||||||||||||||||
Convertible
note - related party
|
25,000
|
-
|
25,000
|
-
|
25,000
|
|||||||||||||||
Proceeds
from sale of stock
|
-
|
-
|
-
|
-
|
29,050
|
|||||||||||||||
Net
cash provided by financing activities
|
25,000
|
-
|
25,000
|
-
|
54,050
|
|||||||||||||||
Net
change in cash
|
49
|
-
|
(53
|
)
|
(847
|
)
|
60
|
|||||||||||||
Cash
at beginning of period
|
11
|
60
|
113
|
960
|
-
|
|||||||||||||||
Cash
at end of period
|
$
|
60
|
$
|
60
|
$
|
60
|
$
|
113
|
$
|
60
|
||||||||||
Supplemental
disclosure of non-cash investing and financing activities:
|
||||||||||||||||||||
Issuance
of common stock for professional and consulting services
|
$
|
-
|
$
|
750
|
$
|
-
|
$
|
750
|
$
|
750
|
||||||||||
Supplemental
cash flow Information:
|
||||||||||||||||||||
Cash
paid for interest
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
Cash
paid for income taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See
accompanying notes to financial statements
7
CFO
CONSULTANTS, INC.
(A
Development Stage Enterprise)
Notes
to Unaudited Financial Statements
For the
Three and Nine Months Ended September 30, 2010 and 2009 and the
Period of
December 10, 2007 (Inception) to September 30, 2010
NOTE
1 – CONDENSED FINANCIAL STATEMENTS
The
accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations, and cash flows at September 30, 2010, and for
all periods presented herein, have been made.
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. It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company’s December
31, 2009 audited financial statements. The results of operations for
the three months ended September 30, 2010 and 2009 are not necessarily
indicative of the operating results for the full years.
NOTE
2 – GOING CONCERN
The
Company’s financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.
In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management’s plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.
NOTE
3 – SUBSEQUENT EVENTS
The
Company has evaluated subsequent events through the date of this filing and
determined there are no events to disclose.
During
the quarter we engaged Millenium Group Inc. to assist the company with new
business development strategies and options. Millenium Group is consulting
services firm owned and managed by Jonathan Mork 47. His father, Dempsey Mork,
is one of our shareholders. CFO issued to Millenium Group a $25,000 convertible
note as a non-refundable retainer to pay for Millenium to complete due diligence
on CFO as required by Millenium to secure its assistance with future advice and
assistance on new business directions including possible acquisitions. Millenium
will also receive a $400,000 cash payment if it is involved in assisting or
advising the Company on any acquisition that is completed. The note is due and
payable to Millenium in two years, and bears a 5% interest rate which shall
accrue annually and be payable at maturity. At Millenium’s election, this note
and any accrued interest can be retired at any earlier time by conversion into
common shares. The note is convertible into 25% of CFO’s fully diluted common
shares at the time of conversion, with full anti-dilution protection (not
adjusted for splits or new issuances). CFO has also agreed that any shares
issued under this note will have piggyback registration rights. The Board of
Directors of CFO has approved and ratified the terms of this note.
8
ITEM 4T. CONTROLS
AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures are designed to ensure that information required to be
disclosed by us in reports filed or submitted under the Securities Exchange Act
of 1934, as amended (“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 under
the Exchange Act is accumulated and communicated to management, including the
principal executive and financial officers, as appropriate to allow timely
decisions regarding required disclosure. There are inherent limitations to the
effectiveness of any system of disclosure controls and procedures, including the
possibility of human error and the circumvention or overriding of the controls
and procedures. Accordingly, even effective disclosure controls and procedures
can only provide reasonable assurance of achieving their control
objectives.
In
connection with the preparation of the quarterly report on Form 10-Q/A for the
quarter ended September 30, 2010, our management, including our principal
executive officer and principal financial officer, carried out an evaluation of
the effectiveness of our disclosure controls and procedures, which are defined
in Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934 (the “Act”).
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Act is accumulated and
communicated to the issuer’s management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
Based on
this evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures were not effective as of
September 30, 2010, because of
inadequate staffing of our financial accounting department.
Prior to
October 21, 2010, we were a shell company. On October 21, 2010, we
acquired Hong Kong Wai Bo International Limited, which wholly owns our newly
acquired operating companies. Following this acquisition, and in
order to rectify these deficiencies, we have implemented a new control
environment and hired a new Principal Accounting Officer who has audit
experience and who is familiar with US GAAP.
Changes
in Internal Control over Financial Reporting
Except as
otherwise discussed herein, there have been no changes in our internal control
over financial reporting that occurred during the third fiscal quarter of 2010
covered by this Quarterly Report on Form 10-Q/A that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.
9
PART
II OTHER INFORMATION
ITEM
6. EXHIBITS
Exhibit Number
|
Description
|
|
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
10
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.
CFO
CONSULTANTS, INC.
|
|||
Date:
January 18, 2011
|
By:
|
/s/ Joanny
Kwok
|
|
Joanny
Kwok, Chief Executive Officer
|
|||
(Principal
Executive Officer)
|
|||
Date:
January 18, 2011
|
By:
|
/s/ Ken
Tsang
|
|
Ken
Tsang, Chief Financial Officer
|
|||
(Principal
Financial Officer and Principal Accounting
Officer)
|