Attached files
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EX-31.1 - LOUISIANA FOOD Co | v212232_31-1.htm |
EX-31.2 - LOUISIANA FOOD Co | v212232_31-2.htm |
EX-32.2 - LOUISIANA FOOD Co | v212232_32-2.htm |
EX-32.1 - LOUISIANA FOOD Co | v212232_32-1.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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Form 10-Q
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(Mark one)
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[ X ]
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly
period ended December 31, 2010
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OR
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[ ]
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Commission File No. 333-169924
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Louisiana Food Company
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(Exact name of registrant as specified in its charter)
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NEVADA
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27-3257760
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(State or Other Jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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917 Third Street, Norco, Louisiana 70079
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(Address of principal executive offices, including zip code)
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(877) 732-2143
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(Issuer’s telephone number, including area code)
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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 [ ] No [ X ]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [ X ]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ X ]
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As of February 18, 2011, there were 27,080,000 shares of the issuer’s common stock outstanding.
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements
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INDEX TO FINANCIAL STATEMENTS
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Page
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Louisiana Food Company
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Balance Sheets as of December 31, 2010 (unaudited), and September 30, 2010
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3
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Statements of Operations For the Three Months Ended December 31, 2010, and the Period
from Inception (August 17, 2010) to December 31, 2010
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4
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Statements of Cash Flows For the Three Months Ended December 31, 2010, and the Period
from Inception (August 17, 2010) to December 31, 2010
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5
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Notes to Financial Statements
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6
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LOUISIANA FOOD COMPANY
(A Development Stage Company)
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BALANCE SHEETS
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December 31, 2010, and September 30, 2010
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12/31/10
(unaudited)
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9/30/10
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ASSETS
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Current assets
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Cash and cash equivalents
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$12,228
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$22,353
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Accounts receivable
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543
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---
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Inventory
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5,031
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5,031
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Deposits
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603
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603
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Total current assets
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18,405
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27,987
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Equipment, net of accumulated depreciation of $167 and $55
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1,778
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1,945
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Intangible assets
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10,483
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10,483
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Total assets
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$30,666
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$40,415
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Commitments and contingencies
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–
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–
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Stockholders’ equity
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Preferred stock, $.001 par value: 5,000,000 shares authorized; zero
shares issued and outstanding as of December 31, 2010, and
September 30, 2010
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$ ---
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$ ---
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Common stock, $.001 par value: 50,000,000 shares authorized;
26,830,000 and 25,700,000 shares issued and outstanding as of
December 31, 2010, and September 30, 2010, respectively
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26,830
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25,450
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Additional paid-in capital
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79,546
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65,326
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Subscription receivable
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---
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(15,000)
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Deficit accumulated during development stage
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(75,710)
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(35,361)
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Total stockholders’ equity
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30,666
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40,415
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Total liabilities and stockholders’ equity
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$30,666
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$40,415
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The accompanying notes are an integral part of these statements.
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LOUISIANA FOOD COMPANY
(A Development Stage Company)
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STATEMENTS OF OPERATIONS
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For the Three Months Ended December 31, 2010, and the Period from
Inception (August 17, 2010) to December 31, 2010
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Three Months
Ended
12/31/10
(unaudited)
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Period from
Inception
(8/17/10) to
12/31/10
(unaudited)
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Revenues
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$668
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$668
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Cost of sales
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(234)
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(234)
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Gross profit
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434
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434
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Expenses:
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Compensation
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---
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4,138
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Consulting
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12,520
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23,280
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Legal and professional
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3,500
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20,138
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Depreciation and amortization
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167
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222
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Corporate expenses
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3,344
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4,400
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Rent
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1,725
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2,194
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General and administrative
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19,527
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21,672
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Total operating expenses
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40,783
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76,584
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Loss before income taxes
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(40,349)
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(75,710)
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Provision for income taxes
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---
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---
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Net loss
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$(40,349)
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$(75,710)
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Loss per share:
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Basic and diluted
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$(0.00)
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$(0.00)
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Weighted average number of shares outstanding:
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Basic and diluted
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26,162,667
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26,162,667
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The accompanying notes are an integral part of these statements.
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LOUISIANA FOOD COMPANY
(A Development Stage Company)
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STATEMENTS OF CASH FLOWS
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For the Three Months Ended December 31, 2010, and the Period from
Inception (August 17, 2010) to December 31, 2010
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Three Months
Ended 12/31/10
(unaudited)
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Period from
Inception
(8/17/10) to
12/31/10
(unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$(40,349)
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$(75,710)
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Adjustments to reconcile net loss to
cash used for operating activities:
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Depreciation and amortization
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167
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222
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Non-cash operating expenses
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---
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25,776
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(Increase) in accounts receivable
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(543)
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(543)
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(Increase) in deposits
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---
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(603)
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(Increase) in inventory
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---
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(2,514)
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Net cash used for operating activities
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(40,725)
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(53,372)
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CASH FLOWS FROM INVESTING ACTIVITIES
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Purchase of equipment
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---
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(2,000)
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Net cash used in investing activities
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---
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(2,000)
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from sale of common stock for cash
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15,600
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67,600
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Subscription receivable
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15,000
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---
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Net cash provided by financing activities
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30,600
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67,600
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NET CHANGE IN CASH
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(10,125)
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12,228
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Cash, beginning of period
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22,353
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---
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Cash, end of period
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$12,228
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$12,228
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Supplemental disclosure:
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Interest paid
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$---
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$ ---
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Income taxes paid
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$---
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$ ---
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Non-cash financing and investing activities
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$---
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Stock issued for services
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$---
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$20,000
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Stock issued for inventory and intangible asset
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$---
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$13,000
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Stock issued for bonus
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$---
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$2,500
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Warrants issued for services
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$---
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$3,276
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The accompanying notes are an integral part of these statements.
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LOUISIANA FOOD COMPANY
(A Development Stage Company)
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NOTES TO FINANCIAL STATEMENTS
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December 31, 2010
(unaudited)
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NOTE 1. THE COMPANY
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Louisiana Food Company (the “Company”) was incorporated in the State of Nevada on August 17, 2010 (Inception).
The Company’s focus is on the development and commercial exploitation of food-related business opportunities in
the State of Louisiana. To date, the Company has developed a line of specialty packaged dry products, a line of
specialty pasta sauces and a line of specialty coffee products, and sells these specialty food product lines to
distributors, retailers and over the Internet. Because each of the Company’s products is produced locally in Louisiana,
the Louisiana Department of Agriculture and Forestry has granted the Company a license to affix the Department’s
“Certified” logos on the Company’s products. The Company’s leased headquarters and kitchen facilities are located
within a food technology incubator established by the River Parish Community Development Corporation which
offers the Company extremely economic access to FDA-approved commercial kitchen facilities.
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Liquidity and Management Plans
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At December 31, 2010, the Company had cash and cash equivalents of $12,228, working capital of $18,405 and an
accumulated deficit during the development stage of $75,710. Management has taken several actions to ensure that
the Company will have sufficient cash for its working capital needs through September 30, 2011, including
minimization of discretionary expenditures, maintenance of no liabilities, commitment to a minimal office lease of
$200 per month for one year, and use of health code compliant kitchen facilities on an hourly basis to handle its sales
orders on an as needed basis. The Company is seeking additional equity funds to support operations through a direct
public stock offering. Management believes that these actions will enable the Company to meet its working capital
needs through September 30, 2011.
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Going Concern
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The Company has incurred losses totaling $75,710 from its Inception through December 31, 2010, and had limited
working capital at December 31, 2010. Because of these conditions, the Company will require additional working
capital to continue operations and develop its business. The Company intends to raise additional working capital
through a direct public offering.
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There are no assurances that the Company will be able to achieve a level of revenues adequate to generate sufficient
cash flow from operations or obtain additional financing to support the Company’s working capital requirements. To
the extent that funds generated from a direct public offering are insufficient, the Company will have to raise additional
working capital. No assurance can be given that additional financing will be available, or if available, will be on terms
acceptable to the Company. If adequate working capital is not available, the Company may not continue its operations
or execute its business plan.
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These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial
statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts
or the amount and classification of liabilities that might be necessary should the Company be unable to continue as
a going concern.
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NOTE 2. BASIS OF PRESENTATION
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Basis of Presentation
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The accompanying unaudited interim financial statements of the Company have been prepared by the Company in
accordance with accounting principles generally accepted in the United States of America, pursuant to the Securities
and Exchange Commission rules and regulations. In management’s opinion all adjustments necessary for a fair
presentation of the results for interim periods have been reflected in the interim financial statements. The results of
operations for any interim period are not necessarily indicative of the results for a full year. All adjustments to the
financial statements are of a normal recurring nature.
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Certain information and footnote disclosures normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted. Such disclosures are those that would
substantially duplicate information contained in the most recent audited financial statements of the Company, such
as significant accounting policies and stock options. Management presumes that users of the interim statements have
read or have access to the audited financial statements and notes thereto included in the Company’s Registration
Statement on Form S-1 (SEC File No. 333-169924).
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Revenue Recognition
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The Company derives its revenue from sales of its food and coffee products. The Company recognizes revenue in
accordance with ASC 605, Revenue Recognition. Under the authoritative guidance, revenue is recognized when there
is persuasive evidence of an arrangement, delivery has occurred and services have been rendered, the sales price is
determinable and collectability is reasonable assured. Sales are recorded net of discounts, rebates and returns.
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Accounts Receivable
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Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The allowance
for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s
existing accounts receivable. The Company determines the allowance based on historical write-off experience,
customer specific facts and economic conditions. Outstanding account balances are reviewed individually for
collectability. Bad debt expense is included in general and administrative expenses. To date, the Company has not
charged off any balances, as all of its accounts receivable are currently not of an “aged” nature.
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The Company does not have any off-balance-sheet credit exposure to its customers.
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NOTE 3. RELATED-PARTY TRANSACTIONS
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The Company was formed pursuant to a pre-incorporation agreement. The Company’s President was a party to this
agreement and was, upon formation of the Company and in accordance with the pre-incorporation agreement, issued
13,000,000 shares of Company common stock and 2,000,000 warrants to purchase a like number of shares at an
exercise price of $.10 per share. The Company received items of personal and intellectual property in exchange for
its shares of common stock. The Company’s Board of Directors determined that the aggregate value of the items of
property was $13,000, of which $2,517 has been recorded as inventory and $10,483 has been recorded as an
intangible asset. The value of the warrants of $1,638 has been included in compensation expense, during the period
from Inception to December 31, 2010.
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The Company’s legal counsel was also a party to the pre-incorporation agreement and is considered a promoter of
the Company. Upon formation of the Company and in accordance with the pre-incorporation agreement, the
Company’s legal counsel was issued 5,000,000 shares of Company common stock and 2,000,000 warrants to purchase
a like number of shares at an exercise price of $.10 per share, in payment of $10,000 in legal services. The value of
the warrants of $1,638 has been included in professional fees, during the period from Inception to December 31, 2010.
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NOTE 4. DEPOSITS
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At December 31, 2010, and September 30, 2010, deposits, comprised entirely of a utility security deposit, were $603.
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NOTE 5. INTANGIBLE ASSETS
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The Company’s intangible assets include trademarks, brand names and recipes of its food and coffee products
acquired in exchange for the issuance of common stock. The Company’s intangible assets are not amortized because
they have indefinite lives.
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NOTE 6. CAPITAL STOCK
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Common Stock Issued for Property
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During the three months ended December 31, 2010, the Company did not issue shares of its common stock for
property. During the period from Inception through September 30, 2010, the Company issued 13,000,000 shares of
its common stock for items of personal and intangible property. Specifically, the Company received goods and
recipes useful in its specialty food business. The Company’s Board of Directors determined that the aggregate value
of the items of property was $13,000, of which $2,517 was determined to be inventory and $10,483 was determined
to be recipes and brand names.
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Common Stock Issued for Services
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During the three months ended December 31, 2010, the Company did not issue shares of its common stock for
services. During the period from Inception through September 30, 2010, the Company issued a total of 7,000,000
shares of its common stock for services to third-party consultants for services, resulting in $20,000 in non-cash
compensation expense included in professional and legal expenses and consulting fees in the accompanying statement
of operations. The value of the transactions was determined based on value of shares of common stock issued as
determined by the board of directors. As there are no performance commitments or penalties for non-performance,
the Company recorded the expense at the date of issuance.
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Common Stock Issued for Cash
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In October 2010, the Company completed a private offering of its common stock. In this private offering, the
Company sold 180,000 shares of its common stock for cash in the aggregate amount of $3,600, or $.02 per share.
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In December 2010, the Company issued 1,200,000 shares of its common stock for cash in the total amount of $12,000.
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During the period from Inception through September 30, 2010, the Company issued a total of 5,200,000 shares of
its common stock for cash in the total amount of $52,000.
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Subscription Receivable
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At September 30, 2010, the Company had not received a total of $15,000 in payment of 1,500,000 shares of common
stock sold. During October 2010, the Company received all $15,000 associated with such subscription receivable.
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NOTE 7. WARRANTS TO PURCHASE COMMON STOCK
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Outstanding Stock Warrants
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In December 2010, the Company issued 240,000 stock warrants to a purchaser of common stock. The warrants allow
the warrant holder to purchase 240,000 shares of common stock at a price of $0.10 per share. The two-year warrants
expire in December 2012.
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In August and September 2010, the Company issued warrants to two related-parties. The President, Mr. David Loflin,
was issued 2,000,000 warrants for services rendered in establishing the Company. The law firm of Newlan & Newlan,
Counsel to the Company, was issued 2,000,000 warrants for professional services rendered for organizing the
Company. Additionally, 1,100,000 warrants were issued to purchasers of common shares during the period from
Inception (August 17, 2010) through September 30, 2010. The warrants allow the warrant holders to purchase, in
aggregate, 5,100,000 shares of common stock at a price of $0.10 per share. The two-year warrants expire during
August 2012 and September 2012. All warrants are fully vested and exercisable at December 31, 2010.
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A summary of the status and changes of the warrants issued during the period from September 30, 2010, through
December 31, 2010, are as follows:
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Shares
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Weighted Average
Exercise Price
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Outstanding at beginning of period
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5,100,000
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$0.10
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Issued
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240,000
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$0.10
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Exercised
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-0-
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-0-
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Forfeited
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-0-
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-0-
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Expired
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-0-
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-0-
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Outstanding at end of period
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5,340,000
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$0.10
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Exercisable at end of period
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5,340,000
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$0.10
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A summary of the status of the warrants outstanding at December 31, 2010, is presented below:
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Warrants Outstanding
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Warrants Exercisable
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Exercise
Price
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Number
Outstanding
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Weighted Average
Remaining Contractual Life
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Weighted
Average
Exercise
Price
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Number
Exercisable
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Weighted
Average
Exercise
Price
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$0.10
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5,340,000
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2 years
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$0.10
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5,340,000
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$0.10
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At December 31, 2010, vested warrants of 5,340,000 had an aggregate intrinsic value of $-0-.
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The fair value of each of the Company’s stock warrants is estimated on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted in the table below. Expected volatility is based on an average of
historical volatility of the Company’s common stock. The risk-free interest rate for periods within the contractual life
of the stock warrant award is based on the yield curve of a zero-coupon U.S. Treasury bond on the date the award is
granted with a maturity equal to the expected term of the award. The Company uses historical data to estimate
forfeitures within its valuation model.
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The significant weighted average assumptions relating to the valuation of the Company’s options for the period ended
December 31, 2010, were as follows:
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Grant price
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$0.01
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Strike price
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$0.10
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Dividend yield
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0%
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Expected life
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2 years
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Expected volatility
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100%
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Risk-free interest rate (2 YR U.S. Treasury)
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0.37% to 0.58%
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NOTE 8. COMMITMENTS AND CONTINGENCIES
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Operating Leases
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The Company’s corporate office is located in Norco, Louisiana, under a one year lease that expires September 30,
2011, and requires monthly rental payments of $200 per month. The Company has no future minimum rental
commitments beyond September 30, 2011. The Company had rental expense under operating leases of $1,725 for
the three months ended December 31, 2010.
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NOTE 9. SUBSEQUENT EVENT
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Direct Public Offering
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In January 2011, the Company’s Registration Statement on Form S-1 (SEC File No. 333-169924) was declared
effective. Pursuant to such Registration Statement, the Company is offering up to 1,000,000 shares of its common
stock at an offering price of $.80 per share. To date, none of such shares has been sold.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Statement
The following discussion and analysis should be read in conjunction with the balance sheet as of December 31, 2010, and the financial statements for the three months ended December 31, 2010, included elsewhere herein. The results shown herein are not necessarily indicative of the results to be expected for any future periods.
This discussion contains forward-looking statements. These forward-looking statements are based on our management’s current expectations with respect to future events, financial performance and operating results, which statements are subject to risks and uncertainties, including, but not limited to, those discussed below and elsewhere herein. The risks and uncertainties discussed herein could cause our actual results to differ from the results contemplated by these forward-looking statements.
General
We are a development-stage company incorporated in the State of Nevada on August 17, 2010. We are in the business of developing and exploiting food-related business opportunities in the State of Louisiana. To date, we have developed a line of specialty packaged dry food products, a line of specialty sauces and a line of specialty coffee products. We will sell these specialty food product lines to distributors, directly to retailers and directly to consumers over the Internet.
Overview