Attached files

file filename
EX-31.1 - CERTIFICATIONS - Sundance Strategies, Inc.java10dec10qex311.htm
EX-31.2 - CERTIFICATIONS - Sundance Strategies, Inc.java10dec10qex312.htm
EX-32.2 - CERTIFICATIONS - Sundance Strategies, Inc.java10dec10qex322.htm
EX-32.1 - CERTIFICATIONS - Sundance Strategies, Inc.java10dec10qex321.htm



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


R

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934


For the quarterly period ended: December 31, 2010


£

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES

AND EXCHANGE ACT OF 1934  


JAVA EXPRESS, INC.

(Exact name of registrant as specified in its charter)


Nevada

000-50547

88-0515333

(State or other jurisdiction of

incorporation or organization)

(Commission File No.)

(I.R.S. Employer Identification No.)


4626 North 300 West, Suite 365

Provo, Utah 84604

 (Address of principal executive offices) (Zip Code)


801-691-5955

(Registrant’s telephone number, including area code)


Check 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  R     No  £


Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes £   No £


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:


Large accelerated filer £

Accelerated filed £

Non-accelerated filer £

Smaller reporting company R


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


APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate the number of shares outstanding of each of the Registrant’s classes of common stock as of the latest practicable date.


As of February 8, 2011, the Registrant had 11,280,140 shares of common stock outstanding.  




1







TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION

3

Item 1.  Financial Statements

3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

13

Item 4.  Controls and Procedures

13

PART II – OTHER INFORMATION

14

Item 1.  Legal Proceedings.

14

Item 1A.  Risk Factors

14

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

14

Item 3.  Defaults Upon Senior Securities

14

Item 4.  [REMOVED AND RESERVED].

14

Item 5.  Other Information.

14

Item 6.  Exhibits.

14

SIGNATURES

15




2





PART I – FINANCIAL INFORMATION


Item 1.  Financial Statements






UNAUDITED FINANCIAL STATEMENTS


DECEMBER 31, 2010



Balance Sheets

4


Statements of Operations for the Three and Nine Months Ended

December 31, 2010 and 2009 and for the period December 14, 2001

(Inception of Development Stage) to December 31, 2010

5


Statements of Cash Flows for the Nine Months Ended

December 31, 2010 and 2009 and for the period December 14, 2001

(Inception of Development Stage) to December 31, 2010

6


Notes to Financial Statements

8



3






JAVA EXPRESS, INC.

(A Development Stage Company)

BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

March 31,

ASSETS

 

2010

 

2010

 

 

 

(Unaudited)

 

 

Current Assets

 

 

 

 

 

Cash & Cash Equivalents

$

 630

$

 2,961

 

  Total Current Assets

 

 630

 

 2,961

 

 

 

 

 

 

 

  Total Assets

$

 630

$

  2,961

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$

 829

$

  130

 

Note Payable

 

 750

 

   -

 

Accrued Interest

 

   35

 

   -

 

     Total Current Liabilities

 

 1,614

 

 130

 

 

 

 

 

 

Long-Term Liabilities

 

 

 

 

 

Note Payable - related party

 

 2,500

 

   -

 

Accrued Interest

 

   61

 

   -

 

     Total Long-Term Liabilities

 

 2,561

 

   -

 

 

 

 

 

 

 

     Total Liabilities

 

 4,175

 

 130

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

Preferred Stock, Par value $.001

 

 

 

 

 

     10,000,000 shares authorized

 

 

 

 

 

     No shares issued and outstanding

 

 -   

 

 -   

 

Common Stock, Par value $.001

 

 

 

 

 

     50,000,000 shares authorized

 

 

 

 

 

     11,280,140 shares issued and outstanding

 

  11,280

 

  11,280

 

Additional Paid-In Capital

 

   477,716

 

   477,417

 

Deficit Accumulated During Development Stage

 

 (492,541)

 

 (485,866)

 

 

 

 

 

 

 

     Total Shareholders' Equity

 

  (3,545)

 

 2,831

 

 

 

 

 

 

 

     Total Liabilities and Shareholders' Equity

$

 630

$

 2,961



 

 

The accompanying notes are an integral part of these financial statements




4








JAVA EXPRESS, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended December 31, 2010 and 2009

and the Cumulative Period of December 14, 2001 (Date of Inception

of the Development Stage) to December 31, 2010

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 Cumulative

 

 

 

 

 

 

 

 

 

 

 From

 

 

 

 

 

 

 

 

 

 

 Dec. 14, 2001

 

 

 

 

 

 

 

 

 

 

 (Inception of

 

 

For the Three

 

For the Nine

 

Development

 

 

 Months Ended

 

 Months Ended

 

 Stage) to

 

 

December 31,

 

December 31,

 

December 31,

 

 

2010

 

2009

 

2010

 

2009

 

2010

 

 

 

 

 

 

 

 

 

 

 

Revenue

$

  -

$

  -

$

  -

$

 -

$

  204,463

Cost of Revenue

 

  -

 

  -

 

  -

 

 -

 

 45,400

Gross Profit

 

  -

 

  -

 

  -

 

 -

 

  159,063

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 General & Administrative

 

   1,801

 

   2,191

 

 6,579

 

   6,878

 

  453,042

 Sales & Marketing

 

  -

 

  -

 

  -

 

 -

 

  153,821

Total Operating Expenses

 

   1,801

 

   2,191

 

 6,579

 

   6,878

 

  606,863

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

  (1,801)

 

  (2,191)

 

  (6,579)

 

 (6,878)

 

   (447,800)

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense):

 

 

 

 

 

 

 

 

 

 

  Interest Expense

 

 (65)

 

  -

 

 (96)

 

 -

 

  (36,776)

  Gain on Settlement of Debt

 

  -

 

  -

 

  -

 

 -

 

   6,000

  Misc. Income

 

  -

 

  -

 

  -

 

 -

 

   2,300

  Loss on Sale of Investments

 

  -

 

  -

 

  -

 

 -

 

  (23,019)

  Gain on Sale of Equipment

 

  -

 

  -

 

  -

 

 -

 

   6,754

Total Other Income Expense)

 

 (65)

 

  -

 

 (96)

 

 -

 

  (44,741)

 

 

 

 

 

 

 

 

 

 

 

Net Loss

$

   (1,866)

$

  (2,191)

$

   (6,675)

$

 (6,878)

$

   (492,541)

 

 

 

 

 

 

 

 

 

 

 

Loss Per Share

 

 

 

 

 

 

 

 

 

 

  Basic and Diluted

$

 (0.00)

$

  (0.00)

$

 (0.00)

$

   (0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares

 Outstanding

 

 

 

 

 

 

 

 

 

 

  Basic and Diluted

 

11,280,140

 

 11,280,140

 

11,280,140

 

11,280,140

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements




5






JAVA EXPRESS, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the Nine Months Ended December 31, 2010 and 2009

and the Cumulative Period of December 14, 2001 (Date of Inception

of the Development Stage) to December 31, 2010

(Unaudited)

 

 

 

 

 

 

 

 Cumulative

 

 

 

 

 

 

 

 From

 

 

 

 

 

 

 

 Dec. 14, 2001

 

 

 

 

 

 

 

 (Inception of

 

 

 

 

 

 

 

 Development

 

 

 

For the Nine Months Ended

 

 Stage) to

 

 

 

December 31,

 

 December 31,

 

 

 

2010

 

2009

 

2010

Cash Flows From Operating Activities:

 

 

 

 

 

 

 

Net Loss

$

 (6,675)

$

   (6,878)

$

  (492,541)

 

Adjustments to reconcile net loss to

 

 

 

 

 

 

 

  net cash used by operating activities:

 

 

 

 

 

 

 

Net Cash Used In Operating Activities:

 

 

 

 

 

 

 

     Depreciation

 

  -

 

   -

 

   26,606

 

     Stock Issued for Interest on Note

 

  -

 

   -

 

 98

 

     Gain on Settlement of Debt

 

  -

 

   -

 

   (6,000)

 

     Gain on Sale of Equipment

 

  -

 

   -

 

   (6,754)

 

     Loss on Sale of Investments

 

  -

 

   -

 

   23,019

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

 

 

     Decrease in Fixed Assets

 

  -

 

   -

 

  5,345

 

     Increase (Decrease) in Accounts Payable

 

   699

 

 527

 

  828

 

     Decrease in Accounts Payable-Related Party-Services

 

  -

 

   -

 

  6,000

 

     Increase in Accrued Interest

 

  95

 

   -

 

   35,858

 

     Net Cash Used In Operating Activities:

 

 (5,881)

 

   (6,351)

 

  (407,541)

 

Cash Flows From Investing Activities:

 

 

 

 

 

 

 

Cash Acquired in Acquisition

 

  -

 

   -

 

  6,245

 

Proceeds from Sale of Equipment

 

  -

 

   -

 

   13,045

 

Purchase of Furniture & Fixtures

 

  -

 

   -

 

 (23,088)

 

Purchase of Equipment

 

  -

 

   -

 

 (53,500)

 

    Net Cash Used In Investing Activities:

 

  -

 

   -

 

 (57,298)

 

Cash Flows From Financing Activities:

 

 

 

 

 

 

 

Proceeds from Sale of Common Stock

 

  -

 

   -

 

 208,566

 

Capital Contributed by Shareholder-Cash

 

   300

 

   -

 

   12,943

 

Proceeds from Note Payable

 

   750

 

   -

 

 247,208

 

Proceeds from Note Payable- related party

 

   2,500

 

 

 

  2,500

 

Payment of Note

 

  -

 

   -

 

   (5,748)

 

    Net Cash Provided By Financing Activities

 

   3,550

 

   -

 

 465,469

 

Net (Decrease) Increase In Cash

 

 (2,331)

 

   (6,351)

 

  630

Cash at Beginning of Period

 

   2,961

 

  11,156

 

   -

Cash at the End of Period

$

   630

$

 4,805

$

  630



[…continued ]



6








JAVA EXPRESS, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the Nine Months Ended December 31, 2010 and 2009

and the Cumulative Period of December 14, 2001 (Date of Inception

of the Development Stage) to December 31, 2010

(Unaudited)

[Continued]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Cumulative

 

 

 

 

 

 

 

 from  

 

 

 

 

 

 

 

 Dec. 14, 2001

 

 

 

 

 

 

 

 (Inception of

 

 

 

 

 

 

 

 Development

 

 

 

For the Nine Months Ended

 

 Stage) to

 

 

 

December 31,

 

 December 31,

 

 

 

2010

 

2009

 

2010

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

  Interest

$

-

$

-

$

  290

 

  Income taxes

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable converted to common stock

$

-

$

-

$

 240,055

 

Stock issued in acquisition

$

-

$

-

$

   27,433

 

Fixed assets exchanged for services

$

-

$

-

$

  5,345

 

Fixed assets exchanged for investments

$

-

$

-

$

   51,597

 

Fixed assets exchanged for payment of notes

$

-

$

-

$

   22,935

 

Investments exchanged for notes

$

-

$

-

$

  6,860

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements





7





JAVA EXPRESS, INC.

(Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

December 31, 2010


1.  ORGANIZATION AND BASIS OF PRESENTATION


Organization


The Company was incorporated under the laws of the State of Nevada on December 14, 2001, with authorized 50,000,000 shares of $.001 par value common stock and 10,000,000 shares of $.001 par value preferred stock. There are no shares of the preferred stock issued and outstanding and the terms have not been defined. The Company’s fiscal year end is March 31.  Since December 14, 2001, the Company has been in the development stage. Initially, the Company developed a “turn key” retail coffee kiosk design with the intention of operating retail kiosk(s) in the Las Vegas, Nevada area, and elsewhere. Although, and the Company began marketing the concept, it was determined that this venture would not be successful the Company sought other business opportunities. In September, 2004, the Company entered into business coaching through the acquisition of K-Com Business Coaching Corp. The Company operated this business until January 30, 2006. There have been no operations since that time.


On September 29, 2004, the Company entered into a plan of reorganization whereby they acquired 100% ownership in K-Com Business Coaching Corp., a Utah Corporation, in exchange for 1,200,000 shares of common stock.


On January 30, 2006, the Company dissolved its wholly-owned subsidiary, K-Com Business Coaching Corp.  All of the assets and liabilities of K-Com were absorbed by the Company and are reflected in its financial statements for the year ended March 31, 2006, and are recorded at book value.


Basis of presentation


The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management’s opinion all adjustments necessary for a fair presentation of the Company’s financial statements are reflected in the interim periods included, and are of a normal recurring nature.


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Accounting Methods


The Company recognizes income and expenses based on the accrual method of accounting.


Dividend Policy


The Company has not yet adopted a policy regarding payment of dividends.


Basic and Diluted Net Income (Loss) Per Share


Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.


Estimates and Assumptions


Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles.  Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could vary from the estimates that were assumed in preparing these financial statements.




8






JAVA EXPRESS, INC.

(Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS - continued

December 31, 2010


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued


Financial Instruments


The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short term maturities.


Income Taxes


The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse.  An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.


On December 31, 2010, the Company had a net operating loss available for carry forward of $492,541.  The tax benefit of approximately $147,762 from the loss carryforward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the Company has been unable to project an estimated future operating profit.  The loss carryforward expires beginning in the years 2024 through 2031.


Concentration of Credit Risk


There are no financial instruments that potentially subject the Company to significant concentration of credit risks.


Revenue Recognition


Revenue is recognized on the sale and delivery of a product or the completion of services provided.


Advertising and Market Development


The Company expenses advertising and market development costs as incurred.


Recent Accounting Pronouncements


The Company has reviewed recent accounting pronouncements and does not expect that the adoption of the recent accounting pronouncements will have a material impact on its financial statements.


3.  NOTES PAYABLE


On June 3, 2010, the Company entered into a promissory note agreement for $750. The note is payable within 18 months. The note has a stated interest rate of 8% per annum. As of December 31, 2010, the principal balance was $750 with accrued interest of $35.


On August 30, 2010 and September 29, 2010, the Company entered into promissory note agreements with a related party for $1,500 and $1,000, respectively, due eighteen months from the respective execution dates. The notes have a stated interest rate of 8% per annum. As of December 31, 2010 the principal balance was $2,500 with accrued interest of $61.






9





JAVA EXPRESS, INC.

(Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS - continued

December 31, 2010


4.  SIGNIFICANT RELATED PARTY TRANSACTIONS


As of December 31, 2010, all activities of the Company were conducted by the principal corporate officer from either his home or business office.


On August 30, 2010 and September 29, 2010, the Company entered into promissory note agreements with a related party for $1,500 and $1,000, respectively. The notes have a stated interest rate of 8% per annum. As of December 31, 2010, the principal balance was $2,500 with accrued interest of $61.


During the year ended March 31, 2008, Globe Energy Technologies, LLC became a majority shareholder (49.7%) of the Company through its purchase of shares from the Company, certain selling shareholders and conversion of a promissory note. Globe Energy Technologies, LLC’s Managing Member is Mark Burdge, a director of the Company.


5.  GOING CONCERN


Generally accepted accounting principles in the United States of America contemplate the continuation of the Company as a going concern. However, the Company had a net loss for the nine month period ended December 31, 2010, of $6,675. Additionally it has accumulated operating losses since its inception and has limited business operations, which raises substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company is dependent upon the continuing financial support of investors and stockholders of the Company. The Company intends to attempt to acquire additional operating capital through private equity offerings to the public and existing investors to fund its business plan. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.







10






Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


Safe Harbor for Forward-Looking Statements


When used in this Quarterly 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, as amended (the “Securities Act”) and Section 21e of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding events, conditions, and financial trends that may affect the Java’s future plans of operations, business strategy, operating results, and financial position.  Persons reviewing this Quarterly 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 include, but are not limited to, general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.


General


Java Express, Inc. was incorporated on December 14, 2001, under the laws of the State of Nevada for the purpose of selling coffee and other related items to the general public from retail coffee shop locations.  We commenced our operations and purchased both kiosk designs and equipment as well as conducted marketing studies. We began working with a contractor to design a “turn-key” kiosk” and we began negotiations with various casinos and mall spaces in the Las Vegas, Nevada area for placement of the kiosks. We continued to develop the “turn-key’ kiosk concept for further marketing in other geographical areas once our first kiosk was established. Our competition, however, especially from well known coffee companies such as Starbucks, increased during that time period and we were ultimately unsuccessful in establishing our retail coffee shop locations.  We began looking for other business opportunities. On September 29, 2004, we acquired 100% ownership in K-Com Business Coaching Corp., a Utah Corporation. We discontinued our efforts to establish a coffee shop business and began focusing on developing K-Com’s existing business coaching operations. K-Com provided us with over $200,000 in revenues in 2005 and 2006. On January 30, 2006, we dissolved K-Com Business Coaching Services and all of its assets and liabilities were absorbed by Java Express and are reflected in our financial statements for the year ended March 31, 2006. Our revenues from our coaching services began decreasing during the last quarter of our 2006 fiscal year. We had no revenues from the coaching business in each of the last four fiscal years. We are now a “shell company.”


Plan of Operation


Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected.


During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing or to the payment of our Securities and Exchange Commission (“SEC”) filing expenses and associated legal fees, accounting fees and costs incident to reviewing or verifying information about any potential business venture, any of which may be advanced by management or principal stockholders as loans to us.  There is no agreement that management will advance these funds.  We spent approximately $8,000 on accounting, legal and filing fees during our fiscal year ended March 31, 2010, to comply with our SEC filing requirements; in the prior year, we spent nearly $9,212 for legal, accounting and filing fees. We anticipate that expenses associated with our SEC filing requirements will be the same or more in the next 12 months. We have only $630 to satisfy all of our cash requirements for the coming year which is insufficient to fund our minimum operations.



11






Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective venture as of the date of this Quarterly Report, it is impossible to predict the amount of any such management or shareholder loans.  Any such loan will be on terms no less favorable to us than would be available from a commercial lender in an arm’s length transaction.  As of the date of this Quarterly Report, we have not actively begun to seek any such venture.  No advance or loan from any affiliate will be required to be repaid as a condition to any agreement with future acquisition partners.


When and if a business is commenced or an acquisition is made is presently unknown, and will depend upon various factors, including but not limited to, funding and its availability; and if and when any potential acquisition may become available to us at terms acceptable to us.  The estimated costs associated with reviewing and verifying information about a potential business venture would be mainly for due diligence and the legal process, and could cost between $5,000 and $25,000.  These funds will either be required to be loaned by management or raised in private offerings; we cannot assure you that we can raise these funds, if needed.


Liquidity and Capital Resources


Balance Sheet Information


The following information is a summary of our balance sheet as of December 31, 2010.


Summary Balance Sheet as of December 31, 2010

Total Current Assets

$

630

Total Assets

 

630

Total Current Liabilities

 

1,614

Total Long-term Liabilities

 

2,561

Total Liabilities

 

4,175

Accumulated Deficit

 

(492,541)

Total Stockholders’ Equity

$

(3,545)


At December 31, 2010, our total current assets were $630 and consisted of cash and cash equivalents; we had no fixed assets.  Liabilities at that date totaled $4,175 and consisted of accounts payable of $829 and notes payables aggregating $3,250 with accrued interest of $96.


Acquisition of Subsidiary through Issuance of Common Stock


We funded the acquisition of our subsidiary through the issuance of common stock.  On September 29, 2004, the Company issued 1,200,000 shares of common stock for the 100% purchase of K-Com Business Coaching. The shares were issued in a private transaction without registration in reliance of the exemption provided by Section 4(2) of the Securities Act. No broker was involved and no commissions were paid on the transaction.


Funding Through Convertible Notes and Notes


Between 2004 and 2008, we consistently funded operations through loans from both related and non-related parties through various convertible notes. . As of our year ended March 31, 2008, all of the convertible notes entered into between 2004 and 2008 were paid.


On June 3, 2010, a shareholder loaned us $750 which is the subject of a promissory note. The note is payable within 18 months. The note has a stated interest rate of 8% per annum. As of December 31, 2010, the principal balance was $750, with accrued interest of $35.




12





On August 30, 2010 and September 29, 2010, we entered into promissory note agreements with a related party for $1,500 and $1,000, respectively, due eighteen months from the respective execution dates. The notes have a stated interest rate of 8% per annum. As of December 31, 2010, the principal balance was $2,500, with accrued interest of $61.


Funding through Private Placement


On March 11, 2008, we authorized the private offering of a maximum of 1,100,000 shares of our common stock that are “restricted securities.” These shares were sold to Globe Energy Technologies LLC at $0.05 per share, for proceeds of $55,000. No commissions were paid. Globe Energy Technologies, LLC, is now a 49.7% shareholder and is controlled by Mark Burdge, a director of Java since that same date. A $25,000 debt to our former President was satisfied for $19,000 with these funds, as well as a $5,458 convertible note.  The balance of the proceeds were held in escrow and used to pay legal fees associated with the offering of $5,000 and as working capital.

 

Funding Future Acquisitions and Operations


Our ability to fund our operations and future acquisitions is discussed above under “Plan of Operations.”


Off-Balance Sheet Arrangements


None.


 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Not applicable.


 

Item 4.  Controls and Procedures


Evaluation of disclosure controls and procedures


Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2010, our disclosure controls and procedures were, subject to the limitations noted above, effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 



13





Changes in internal control over financial reporting

 

Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 


PART II – OTHER INFORMATION


Item 1.  Legal Proceedings.


None; however, two shareholders have claimed that their shares of common stock were wrongfully transferred by the Company’s transfer agent to other parties based upon documents that contained forged signatures of such stockholders.  The claim represents an aggregate of 190,000 shares.  No legal proceedings have been filed against the Company; and the Company has responded to these claims and asserted that it has no liability to reissue these shares to these persons, based upon its review of applicable documentation.  


Item 1A.  Risk Factors


Not required.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.


During the period covered by this Quarterly Report, no unregistered securities were sold; and no proceeds from the sale of registered securities were received.  


Item 3.  Defaults Upon Senior Securities


None.


Item 4.  [REMOVED AND RESERVED].


 

Item 5.  Other Information.


None.


Item 6.  Exhibits.


No.

Description

2.1

     Agreement and Plan of Reorganization, dated September 29, 2004 between Java Express, Inc.

and K-Com Business Coaching Corp. (2)

 3.1

Articles of Incorporation as amended (1)

 3.2

Bylaws (1)

31.1

Certification of Principal Executive Officer as adopted pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002 (3)

31.2

Certification of Principal Financial Officer as adopted pursuant to Section 302 of the

Sarbanes Oxley Act of 2002 (3)

32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section

1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)

32.2

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section

1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)


(1)

Filed with our initial Form 10SB Registration Statement on January 12, 2004.

(2)

Filed as Exhibit 2.0 to Form 8-K filed with the SEC on October 5, 2006.

(3)

Filed herewith.



14






SIGNATURES


In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




JAVA EXPRESS, INC.

(Registrant)



Dated: February 9, 2011

By  /s/ Mark Burdge

Mark Burdge

President, Chief Executive Officer

Director


Dated February 9, 2011

By   /s/ Del Higginson

Del Higginson

Chief Financial Officer, Treasurer

Secretary and Director




15