UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 000-53219
CHOCOLATE CANDY CREATIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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20-5911117
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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130 Shore Road, Suite 238
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Port Washington, NY 11050
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__________________________________
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(Address of principal executive offices)
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516-238-5535
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.
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[ X ] yes
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[ ] no
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Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of "accelerated filer" and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check one)
[ ] large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ X ] Smaller reporting company
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).
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[ ] yes
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[ ] no
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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).
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[ X ] yes
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[ ] no
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The number of shares outstanding of the issuer's class of Common Stock as of May 10, 2011 was 163,000.
Page 1
CHOCOLATE CANDY CREATIONS, INC.
FORM 10-Q
FOR THE QUARTER ENDED March 31, 2011
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TABLE OF CONTENTS
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PAGE NUMBERS
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PART I
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Item 1 – Condensed Financial Statements
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Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010
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3
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Statements of Operations for the three months ended March 31, 2011 and 2010 (Unaudited)
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4
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Statements of Cash Flows for the three months ended March 31, 2011 and 2010 (Unaudited)
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5
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Notes to Condensed Financial Statements (Unaudited)
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6
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Item 2 – Management’s Discussion and Analysis Or Plan of Operation
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10
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Item 3 – Quantative and Qualitative Disclosures about Market Risk
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12
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Item 4 – Controls and Procedures
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12
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PART II – OTHER INFORMATION
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Item 1 – Legal Proceedings
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13
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Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
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13
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Item 3 - Defaults upon Senior Securities
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13
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Item 4 – (Removed and Reserved)
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13
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Item 5 - Other Information
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13
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Item 6 - Exhibits and Reports on Form 8-K
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13
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Signatures
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15
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Page 2
CHOCOLATE CANDY CREATIONS, INC.
Balance Sheets
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As of
March 31, 2011
Unaudited
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As of
December 31, 2010
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|||||||
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ASSETS
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||||||||
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CURRENT ASSETS:
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||||||||
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CASH
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$ | 14,949 | $ | 16,589 | ||||
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INVENTORY
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495 | 591 | ||||||
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PREPAID EXPENSES
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-0- | 511 | ||||||
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TOTAL CURRENT ASSETS
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15,444 | 17,691 | ||||||
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PROPERTY ASSETS:
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EQUIPMENT
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44,536 | 44,536 | ||||||
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LESS: ACCUMULATED DEPRECIATION
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(35,632 | ) | (33,405 | ) | ||||
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EQUIPMENT NET OF ACCUMULATED DEPRECIATION
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8,904 | 11,131 | ||||||
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TOTAL ASSETS
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$ | 24,348 | $ | 28,822 | ||||
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LIABILITY AND STOCKHOLDERS’ EQUITY
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CURRENT LIABILITIES:
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ACCRUED LIABILITIES
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$ | 21,322 | $ | 11,141 | ||||
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LONG TERM LIABILITIES
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INTEREST PAYABLE - STOCKHOLDER
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817 | 558 | ||||||
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LOAN PAYABLE- STOCKHOLDER
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20,000 | 20,000 | ||||||
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TOTAL LIABILITIES
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42,139 | 31,699 | ||||||
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STOCKHOLDERS’ EQUITY (DEFICIENCY):
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||||||||
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PREFERRED STOCK $0.0001 PAR VALUE,
AUTHORIZED 1,000,000 SHARES, ISSUED-NONE
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-0- | -0- | ||||||
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COMMON STOCK $0.0001 PAR VALUE, AUTHORIZED 4,000,000 SHARES, ISSUED AND OUTSTANDING
163,000 SHARES AS OF March 31, 2011 AND AS OF December 31, 2010
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16 | 16 | ||||||
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ADDITIONAL PAID-IN CAPITAL
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132,984 | 132,984 | ||||||
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ACCUMULATED DEFICIT
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(150,791 | ) | (135,877 | ) | ||||
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TOTAL STOCKHOLDERS’ EQUITY (DEFICIENCY)
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(17,791 | ) | (2,877 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$ | 24,348 | $ | 28,822 | ||||
Page 3
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART
OF THESE CONDENSED FINANCIAL STATEMENTS
CHOCOLATE CANDY CREATIONS, INC.
Statements of Operations
(Unaudited)
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FOR THE THREE MONTHS ENDED
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March 31, 2011
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March 31, 2010
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SALES
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$ | 434 | $ | 1,915 | ||||
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RAW MATERIALS COST
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96 | 378 | ||||||
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GENERAL AND ADMINISTRATIVE EXPENSES
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12,769 | 12,734 | ||||||
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DEPRECIATION
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2,227 | 2,227 | ||||||
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TOTAL OPERATING EXPENSES
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15,092 | 15,339 | ||||||
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(LOSS) FROM OPERATIONS
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(14,658 | ) | (13,424 | ) | ||||
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OTHER INCOME
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3 | 6 | ||||||
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INTEREST EXPENSE
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259 | -0- | ||||||
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NET (LOSS)
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$ | (14,914 | ) | $ | (13,418 | ) | ||
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(LOSS) PER COMMON SHARE BASIC AND DILUTED
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$ | (0.09 | ) | $ | (0.08 | ) | ||
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WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING BASIC AND DILUTED
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163,000 | 163,000 | ||||||
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE CONDENSED FINANCIAL STATEMENTS
Page 4
CHOCOLATE CANDY CREATIONS, INC.
Statements of Cash Flow
(Unaudited)
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FOR THE THREE MONTHS ENDED
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March 31, 2011
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March 31, 2010
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CASH FLOWS FROM OPERATING ACTIVITIES
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NET LOSS
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$ | (14,914 | ) | $ | (13,418 | ) | ||
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Adjustments to reconcile net loss to net cash
used in operating activities:
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Depreciation
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2,227 | 2,227 | ||||||
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Increase (decrease) in cash flows as a result of
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changes in operating assets and liabilities:
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Inventory
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96 | 103 | ||||||
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Prepaid Expenses
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511 | -0- | ||||||
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Interest Payable
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259 | -0- | ||||||
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Accrued Liabilities
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10,181 | 9,244 | ||||||
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NET CASH USED IN OPERATING ACTIVITIES
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$ | (1,640 | ) | $ | (1,844 | ) | ||
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NET (DECREASE) IN CASH
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$ | (1,640 | ) | $ | (1,844 | ) | ||
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CASH – beginning of period
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16,589 | 18,649 | ||||||
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CASH – end of period
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$ | 14,949 | $ | 16,805 | ||||
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE CONDENSED FINANCIAL STATEMENTS
Page 5
CHOCOLATE CANDY CREATIONS, INC.
Notes to Condensed Financial Statements
March 31, 2011
(Unaudited)
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Chocolate Candy Creations, Inc. (the "Company") was organized under the laws of the State of Delaware on November 1, 2006 to manufacture and sell specialized chocolates, other candy, cookie and cake products. The Company conducts business under the name "Smiles on Chocolate." In 2007, the Company began selling its products. The Company's customers are currently located in New York.
Basis of Presentation
The accompanying unaudited interim financial statements as of March 31, 2011, and for the three months ended March 31, 2011 and 2010 have been prepared in accordance with accounting principles generally accepted for interim financial statements presentation and in accordance with the instructions to Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. In the opinion of management, the financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position as of March 31, 2011 and the results of operations for the three months ended March 31, 2011 and 2010 and cash flows for the three months ended March 31, 2011 and 2010. The results of operations for the three months ended March 31, 2011 and 2010 are not necessarily indicative of the results to be expected for the full year. The December 31, 2010 information has been derived from the audited financial statements for the year ended December 31, 2010 included in the Company's Form 10-K for the year ended December 31, 2010. This information should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2010 included in the Company's Form 10-K. There have been no changes in significant accounting policies since December 31, 2010.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates made by management include the valuation of the deferred tax asset allowance and the depreciable life and residual value of its property assets.
Cash and Cash Equivalents
Cash equivalents are comprised of certain highly liquid investments with maturity of three months or less when purchased. The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company has not experienced any losses to date as a result of this policy.
Revenue Recognition
The Company recognizes sales revenue from product orders when the order is completed and the product is shipped to the customer. Cash received from clients in advance of the completion of an order is recorded as a deposit.
Accounts Receivable
The Company provides an allowance for doubtful accounts determined primarily through specific identification and evaluation of significant past due accounts, supplemented by an estimate applied to the remaining balance of past due accounts. As of March 31, 2011 and 2010, no allowance was deemed necessary.
Page 6
Inventory
Inventory is stated at the lower of cost (first-in, first-out method) or market. Inventory consists of blank chocolate lollipops, other candy items, and packaging materials.
Property and Equipment
The Company records equipment at historical cost. The Company expenses maintenance and repairs as incurred. Depreciation is provided for by the straight-line method over five years, the estimated useful lives of the property and equipment.
Income Taxes
The Company uses the liability method of accounting for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. At March 31, 2011 and December 31, 2010, the Company had net operating loss carryforwards of $150,791 and $135,877, respectively, available to reduce future taxable income expiring through 2030. Management has determined that it is more likely than not that the net operating loss carrryforwards will not be realized in the future and, accordingly, the deferred tax asset of $49,417 and $42,873 has been fully reserved as of March 31, 2011 and December 31, 2010, respectively.
The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of March 31, 2011, the Company has had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to income tax matters as general and administrative expenses. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. In accordance with statute, all of the Company's tax years are subject to federal and state tax examination.
Income (Loss) Per Common Share
Basic income (loss) per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. Common equivalent shares are excluded from the computation of net loss per share since their effect is anti-dilutive. There were 969,000 potential shares at March 31, 2011 which were excluded from the shares used to calculate diluted earnings per share, as their inclusion would reduce net loss per share.
Fair Value of Financial Instruments
The amounts at which current assets and current liabilities are presented approximate their fair value due to their short-term nature.
NOTE B - PROPERTY, PLANT AND EQUIPMENT
On December 20, 2006 the Company purchased its chocolate printing machine system for a total of $44,536, of which $39,536 was paid in cash and the remaining $5,000 was paid by the issuance of 5,000 shares of the Company's common stock. On April 1, 2007 the Company placed its chocolate printing machine system in service and began to depreciate it over a 60 month period on a straight line basis with no assumed residual value. Depreciation charged to operations was $2,227 in each of the three months ended March 31, 2011 and March 31, 2010.
NOTE C – NOTES PAYABLE - STOCKHOLDER
On June 21, 2010 the Company borrowed $20,000 from a then $25,000 credit facility from a stockholder (the “Stockholder Loan”). The outstanding Stockholder Loan bears interest at the rate of 5.25% per annum and is due June 21, 2012. Interest charged to operations in the quarter ended March 31, 2011 amounted to $259 and is payable on the due date of the Stockholder Loan. On March 14, 2011 the Company executed an amendment to the credit facility which increased its total line of credit to $50,000. The interest rate on any future borrowings under the credit facility will be the then prime rate plus 2% per annum.
Page 7
NOTE D - CAPITAL TRANSACTIONS
The Company is authorized to issue 4,000,000 shares of $0.0001 par value common stock.
On November 1, 2006, the Company issued to its founders 91,000 shares of common stock and warrants to purchase 908,000 shares of common stock at $0.05 per share in exchange for a total of $1,000. On December 19, 2006, 5,000 shares of Common Stock and warrant to purchase 60,000 shares of common stock at $0.05 per share were sold for a total of $65,000. On December 20, 2006 the Company issued 5,000 shares of common stock as partial consideration for the purchase of its chocolate printing machine system, which shares were valued at $1.00 per share. The holders of the warrants have cashless exercise rights. These warrants are exercisable until November 6, 2016, provided that the warrants are not exercisable prior to November 6, 2009 unless there is a "Change in Control" (as defined in the warrants) in the Company, in which event the warrants will be exercisable at any time after seventy (70) days following such Change in Control and until November 6, 2016.
On December 28, 2007, the Company completed a private placement of 62,000 shares of common stock at $1.00 per share.
On August 24, 2009, the Company and the holders of the Company's outstanding warrants agreed to amend the warrants as described below. This amendment applies to all of the outstanding warrants of the Company dated as of November 6, 2006. The amendment modified the "Exercise Period" (as defined in the warrants) to provide that they may not be exercised until the fifth anniversary of November 6, 2006 (the date of their issuance) unless prior thereto a "Change in Control" (as defined in the warrants) has occurred. In total, the amendment applies to an aggregate of 969,000 warrants.
The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock with designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors of the Company. No shares of preferred stock have been issued.
NOTE E - RELATED PARTY TRANSACTIONS
The Company utilizes office and manufacturing space provided by its president at no cost to the Company. The amount of such space utilized by the Company is considered insignificant.
On June 21, 2010 the Company borrowed $20,000 from a stockholder (the “Stockholder Loan”). The Stockholder Loan bears interest at the rate of 5.25% per annum and is due June 21, 2012. Interest charged to operations in the quarter ended March 31, 2011 amounted to $259 and is payable on the due date of the Stockholder Loan. On March 14, 2011 the Company executed an amendment to the credit facility from the stockholder which increased its total line of credit to $50,000. The interest rate on any future borrowings under the credit facility will be the then prime rate plus 2% per annum.
NOTE F - COMMITMENTS
Long-term Employment Agreement & Executive Compensation
On November 6, 2006, the Company entered into a one year employment agreement which was amended on June 16, 2008 (the "Employment Agreement") with its president, which shall be extended from year to year after the initial term. Pursuant to the Employment Agreement, Ms. Cohen is paid (i) fifty (50%) percent of the Company's "gross margin", as defined in the Employment Agreement, less (ii) any commissions or finder's fees paid by the Company or any compensation paid by the Company to any of the Company's sales employees or independent contractors. Ms. Cohen earned $169 and $759 under her Employment Agreement during the three months ended March 31, 2011 and 2010, respectively. At March 31, 2011, $169 remains outstanding and is included in accrued liabilities. In addition, in the event Ms. Cohen first identifies an acquisition or merger candidate for the Company, the Company will pay her a bonus upon the closing of the acquisition or merger.
Page 8
NOTE G - CONCENTRATION OF RISKS
The Company's cash balances are maintained in a high quality bank checking account.
The following table highlights the Company's revenues from top customers:
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3 months ended
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3 months ended
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March 31, 2011
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March 31, 2010
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Customer A
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36%
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--
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Customer B
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30%
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--
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Customer C
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19%
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--
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Customer D
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15%
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--
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Customer E
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--
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31%
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Customer F
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--
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24%
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Customer G
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--
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13%
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Customer H
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--
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11%
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Customer I
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--
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10%
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NOTE H – RECENT ACCOUNTING PRONOUNCEMENTS
Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
NOTE I – SUBSEQUENT EVENTS
Subsequent events have been evaluated through May 11, 2011, the date the financial statements were issued.
Page 9
Item 2. Management's Discussion and Analysis
The financial information included herein should be read in conjunction with the Financial Statements, including the Notes thereto.
OPERATIONS
Chocolate Candy Creations, Inc. ("CCC" or the "Company" or "we") was formed on November 1, 2006 as a Delaware corporation to manufacture and sell specialized chocolate, other candy, cookie and cake products. Alyssa Cohen, our president, and chief executive officer, is our only employee. We conduct business under the name "Smiles on Chocolate". We manufacture and sell specialty promotional chocolate, other candy, cookie and cake products on which color images are printed using a portable computer system (the "System") we purchased from its manufacturer, Chocolate Printing Company, Inc. ("CPC") for $44,536. The System incorporates certain patented technologies and proprietary software owned by CPC and was purchased from CPC for cash of $39,536 and 5,000 shares of our common stock valued at $1.00 per share representing the difference between the cash paid and the purchase price of the System. We sell our products for consumption at events such as parties, weddings, business conferences, Bar and Bat Mitzvahs and charity events. These customized products include specialized chocolate products such as lollipops, portraits, CD's, trading cards and business cards.
We do not believe that our business is seasonal although we may experience greater sales around the time of major holidays such as Easter, Thanksgiving and Christmas.
Results of Operations
The following table sets forth our statements of operations for the three months ended March 31, 2011 and March 31, 2010, respectively.
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Three months
Ended
March 31, 2011
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Three months
Ended
March 31, 2010
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Sales
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$ | 434 | $ | 1,915 | ||||
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Raw materials cost
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96 | 378 | ||||||
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General and administrative expenses
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12,769 | 12,734 | ||||||
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Depreciation
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2,227 | 2,227 | ||||||
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Interest expense
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259 | -0- | ||||||
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Other income
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3 | 6 | ||||||
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Loss before income tax expense (benefit)
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(14,914 | ) | (13,418 | ) | ||||
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Net loss
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(14,914 | ) | $ | (13,418 | ) | |||
Three months ended March 31, 2011 and March 31, 2010.
Page 10
Sales. Sales for the 2011 period were $434 as compared to $1,915 in the 2010 period due to a decrease in orders from customers in the 2011 period.
Raw Materials Cost. Raw materials cost in the 2011 period was $96 compared to $378 in the 2010 period due to decreased sales in the 2011 period.
General and Administrative Expenses. Our general and administrative expenses were $12,769 in the 2011 period, compared to $12,734 in the 2010 period, due to higher legal expenses offset by lower employee compensation costs.
Net loss. As a result of foregoing, our net loss is ($14,914) or ($0.09) per share (basic and diluted), for the three months ended March 31, 2011, as compared with a net loss of ($13,418) or ($0.08) per share (basic and diluted), for the three months ended March 31, 2010.
Inflation has not had a material impact on our sales or net loss during the three months ended March 31, 2011 or March 31, 2010.
The Company does not believe that the current recession has or will have a material adverse effect on its business, although no assurances can be given with respect to the future impact of the recession.
LIQUIDITY AND CAPITAL RESOURCES
Since our inception, we have funded our operations from the sale of common stock to our founders and in connection with the private placement which closed in December 2007 ("Private Placement") and from cash from operations. As of March 31, 2011, we had net working capital deficit of ($5,878) as compared to net working capital of $6,550 as of December 31, 2010 and $1,629 as of March 31, 2010. This decrease was due to our loss from operations.
We raised gross proceeds of $62,000 from the Private Placement. A portion was used to pay legal fees and the balance has been and will be used for working capital purposes.
One of our shareholders had agreed to lend us, from time to time, up to a maximum amount of $25,000 at any one time upon our written request to the shareholder ("Agreement"). On June 21, 2010, we borrowed $20,000 pursuant to the Agreement (the “Stockholder Loan”). The Stockholder Loan is due on June 21, 2012 and, as provided in the Agreement, bears interest at the rate of 5.25% (the Prime Rate on June 21, 2010 plus 2%) per annum. On March 14, 2011 we obtained an agreement from such shareholder to increase the maximum amount which we may borrow under the Agreement to $50,000 outstanding at any one time (the Revised “Stockholder Loan Commitment”). The maximum amount of the Revised Stockholder Loan Commitment includes the principal amount of the Stockholder Loan.
Management believes that based on current levels of operations, the Revised Stockholder Loan Commitment and anticipated growth we have enough cash to meet our anticipated cash requirements for approximately the next 12 months.
While uncertainties relating to competition exist in our business, management is not aware of any trends or events likely to have a material adverse effect on liquidity or its financial statements. To the extent that these factors result in a decline in our revenue, our liquidity may be affected.
We may seek to borrow funds from banks or other lending institutions although we currently have no commitments for any such borrowings and no assurance can be given that any such commitments will be obtained on terms acceptable to us.
In addition we may seek to sell additional shares of our Common Stock in a private placement or public offering or our Board of Directors may authorize the sale of our Preferred Stock. No such stock offering is currently contemplated and no assurance can be given that any such offering will be successfully completed.
Page 11
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Forward Looking Statements
The following factors should be considered carefully in evaluating the Company and its business:
This Report on Form 10-Q contains certain forward-looking statements that are based on current expectations. In light of the important factors that can materially affect results, including those set forth in this paragraph and below, the inclusion of forward-looking information herein should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved. The Company may encounter competitive, technological, financial and business challenges making it more difficult than expected to continue to develop and market its services; the market may not accept the Company's existing and future services; the Company may be unable to retain existing key management personnel; and there may be other material adverse changes in the Company's operations or business. Assumptions relating to budgeting, marketing, and other management decisions are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and business developments, the impact of which may cause the Company to alter its marketing, or other budgets, which may in turn affect the Company's financial position and results of operations. The reader is therefore cautioned not to place undue reliance on forward-looking statements contained herein, which speak solely as of the date of this Form 10-Q. The Company assumes no responsibility to update any forward-looking statements as a result of new information, future events, or otherwise.
Item 3. Quantative and Qualitative Disclosures About Market Risk
Not applicable
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's (the "SEC") rules regulations and related forms, and that such information is accumulated and communicated to our Principal Executive Officer (who is also our Principal Financial Officer) as appropriate, to allow timely decisions regarding required disclosure.
As of March 31, 2011, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer (who is also our Principal Financial Officer) of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Principal Executive Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to affect, our internal controls over financial reporting.
Page 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults upon Senior Securities
Not applicable
Item 4. (Removed and Reserved)
Item 5. Other Information
None.
Item 6. Exhibits
(a) Exhibits:
31.1- Certification of Chief Executive and Chief Financial Officer pursuant to Section 302 Sarbanes-Oxley Act of 2002
32.1- Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Page 13
EXHIBIT 31.1
CERTIFICATION
I, Alyssa Cohen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Chocolate Candy Creations, Inc. ("CCC");
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of CCC as of and for, the periods presented in this quarterly report;
4. CCC's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for CCC and have:
a. Designed such disclosure controls and procedures to ensure that material information relating to CCC, or caused such disclosure controls and procedures to be disclosed under our supervision, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b. Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of CCC's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
d. Disclosed in this report any change in CCC's internal control over financial reporting that occurred during CCC's most recent fiscal quarter (CCC's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, CCC's internal control over financial reporting.
5. CCC's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting to CCC's auditors and the audit committee of CCC's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect CCC's ability to record, process, summarize and report financial data; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in CCC's internal control over financial reporting.
Date: May 11, 2011
/s/ Alyssa Cohen
Alyssa Cohen
(principal executive officer and principal financial officer)
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EXHIBIT 32.1
CHOCOLATE CANDY CREATIONS, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Chocolate Candy Creations, Inc. (the "Company") on Form 10-Q for the period ending March 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Alyssa Cohen, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company as of the period covered by the Report.
/s/ Alyssa Cohen
Alyssa Cohen
(principal executive officer and principal financial officer)
May 11, 2011
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.
CHOCOLATE CANDY CREATIONS, INC.
/s/ Alyssa Cohen
--------------------------------------
Alyssa Cohen
Chief Executive Officer and Chief Financial Officer
Dated: May 11, 2011
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