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EX-31.2 - Liberated Solutions, Inc.ex31_2.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
 
xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011
 
oTRANSITION REPORT UNDER  SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____________________ to ______________

Commission file number
333-171046

MEGA WORLD FOOD HOLDING COMPANY
(Exact name of registrant as specified in its charter)

Nevada
 
2030
 
27-4715504
         
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard
Industrial Classification
Code Number)
 
IRS I.D.

Room C1D, 6/F, Wing Hing
Industrial Building, 14 Hing Yip Street
Kwun Tong, Kowloon
Hong Kong
   
(Address of principal executive offices)
 
(Zip Code)

Issuer’s telephone number:  852-21101865

N/A

(Former name, former address and former three months, if changed since last report)

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.  Yes x  No o
 
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  o      No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer
o
 
 
Accelerated filer
 
o
Non-accelerated filer
o
 
 
Smaller Reporting Company
  
x

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

As of August 15, 2011 there were 25,000,000 shares issued and outstanding of the registrant’s common stock.
 


 
1

 
 
TABLE OF CONTENTS
 
PART I — FINANCIAL INFORMATION                                                                        3
Item 2.
Management’s Discussion and Analysis or Plan of Operation                                                                                                
18
Item 3.
Quantitative and Qualitative Disclosure about Market Risk                                                                                                         
21
Item 4.
Controls and Procedures.                                                      
21
PART II — OTHER INFORMATION                                                                 22
Item 1. 
Legal Proceedings.                                                 
22
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                   
22
Item 3.
Defaults Upon Senior Securities                                                                         
22
Item 4.
(Removed and Reserved)
22
Item 5.
Other Information                                                    
22
Item 6. 
Exhibits                
23
 
 
 
 
 
 
 
2

 
 
PART I — FINANCIAL INFORMATION

 


MEGA WORLD FOOD HOLDING COMPANY


 (A Development Stage Enterprise)








Unaudited Financial Statements


AS OF JUNE 30, 2011
 AND FOR THE PERIOD FROM JUNE 24, 2010
(DATE OF INCEPTION) TO JUNE 30, 2011
 
 
 


 
3

 
 
Table of Contents

 
Balance Sheets
 5
   
Statement of Operation
  6
   
Shareholders Equity
  7
   
Statement of Cash Flows
  8
   
Notes to Financial Statements
  9
 
 
 

 
 
4

 
 
MEGA WORLD FOOD HOLDING COMPANY
 
(A Development Stage Enterprise)
   
CONSOLIDATED BALANCE SHEETS
   
 
   
June 30
   
September 30
 
   
2011
      2010*  
   
(Unaudited)
         
ASSETS
             
Current assets:
             
Cash and cash equivalents
  $ 4,006     $ 50,750  
Prepaid to supplier, Net
  $ 38,000          
Prepaid Rent Deposit, Net
    836     $ 8,362  
Total Current Assets
  $ 42,842     $ 59,112  
                 
TOTAL ASSETS
  $ 42,842     $ 59,112  
                 
LIABILITIES & EQUITY
               
                 
Liabilities
               
Current Liabilities
               
Loan from Shareholders
    8,740.00          
Total Other Current Liabilities
  $ 8,740.00     $ -  
                 
Stockholders' Equity:
               
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding.
         
                 
Common stock, $0.001 par value; 100,000,000 shares authorized; 25,000,000
  shares issued and outstanding at September 30, 2010.
         
    $ 25,000     $ 25,000  
Paid-in capital
    73,125     $ 73,125  
Deficit accumulated during the development stage
    (64,059 )   $ (39,053 )
Accumulated other comprehensive income (loss)
    36     $ 40  
Total stockholders' equity
  $ 34,102     $ 59,112  
                 
TOTAL LIABILITIES & EQUITY
  $ 42,842     $ 59,112  
                 
* Derived from 9/30/2010 audited financial statements
         
 
 
5

 
 
MEGA WORLD FOOD HOLDING COMPANY
       
(A Development Stage Enterprise)
                   
CONSOLIDATED STATEMENT OF INCOME (LOSS)
       
                           
Cumulative from
 
   
Three
Month
Ended
   
Three
Month
Ended
   
Nine Months Ended
   
Nine Months Ended
   
June 24, 2010
 
   
June 30
   
June 30
   
June 30
   
June 30
   
(Date of Inception)
 
   
2011
   
2010
   
2011
   
2010
   
to June 30, 2011
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
Revenues:
  $ -     $ -     $ 20,000     $ -     $ 20,000  
Cost of Goods Sold
  $ -     $ -     $ 16,800     $ -     $ 16,800  
Gross Profit
  $ -             $ 3,200             $ 3,200  
Operating expenses:
                                       
General and administrative expenses
    21,541       2,947       28,206       2,947       67,259  
Total Operating Expenses
  $ 21,541       2,947     $ 28,206     $ 2,947     $ 67,259  
Operating Loss
  $ (21,541 )   $ (2,947 )   $ (25,006 )   $ (2,947 )   $ (64,059 )
Interest income, net
  $ -                             $ -  
Other Income,net
  $ -                             $ -  
Interest Expense, net
  $ -                             $ -  
Income before taxes
  $ (21,541 )   $ (2,947 )   $ (25,006 )   $ (2,947 )   $ (64,059 )
Income tax expense
  $ -             $ -     $ -     $ -  
Net Income (Loss)
  $ (21,541 )   $ (2,947 )   $ (25,006 )   $ (2,947 )   $ (64,059 )
                                         
Net Income (Loss) per common share-Basic
  $ -     $ -     $ -     $ -     $ -  
Net Income (Loss) per common share-Diluted
  $ -     $ -     $ -     $ -     $ -  
                                         
Other comprehensive loss, net of tax:
                         
Foreign currency translation adjustments
    -       -       (4 )     -       36  
Other comprehensive income (loss)
    -       -       (4 )     -     $ 36  
Comprehensive Loss
    (21,541 )     (2,947 )     (25,010 )     (2,947 )   $ (64,023 )

 
6

 
 
MEGA WORLD FOOD HOLDING COMPANY
                               
(A Development Stage Enterprise)
                               
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (Unaudited)
             
FOR THE PERIOD ENDED JUNE 30, 2011
                               
(Unaudited)
                   
Deficit
             
                     
Accumulated
    Accumulated  
 
 
               
Additional
   
During the
   
Other
   
Total
 
   
Common Stock
   
Paid-in
   
Development
   
Comprehensive
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Stage
   
Income (Loss)
   
Equity
 
June 24, 2010
    -     $ -     $ -     $ -           $ -  
                                               
Issued common stocks to founder at $0.001 per share
                               
 for organization expenses on 9/14/2010
    20,875,000     $ 20,875                           $ 20,875  
                                               
Issued common stocks to Williams @$0.01 per share
                                       
    for services rendered on 9/20/2010
    250,000     $ 250     $ 2,250                   $ 2,500  
                                               
Issued common stocks to Jian Di  @$0.01 per share
    2,475,000     $ 2,475     $ 22,275                   $ 24,750  
    for services rendered on 9/20/2010
                                       
                                               
Issued common stocks to Yuan Su and Guoyong Xu
                                       
    @$0.01 per share for cash on 9/20/2010
    1,000,000     $ 1,000     $ 9,000                   $ 10,000  
                                               
Issued common stocks to 40 shareholders
                                       
    @$0.1 per share for cash on 9/30/2010
    400,000     $ 400     $ 39,600                   $ 40,000  
                                               
Adjustment for currency rate exchange
                            $ 40     $ 40  
                                                 
Net loss for the period ended September 30, 2010
                          $ (39,053 )           $ (39,053 )
Balance, September 30, 2010
    25,000,000     $ 25,000     $ 73,125     $ (39,053 )   $ 40     $ 59,112  
                                                 
Net loss for the three month ended December 31, 2010
                          $ (4,009 )           $ (4,009 )
Balance, December 31, 2010
    25,000,000     $ 25,000     $ 73,125     $ (43,062 )   $ 40     $ 55,103  
                                                 
Adjustment for currency rate exchange
                            $ (4 )   $ (4 )
                                                 
Net Income for the period ended March 31, 2011
                          $ 543             $ 543  
Balance, March 31, 2011
    25,000,000     $ 25,000     $ 73,125     $ (42,518 )   $ 36     $ 55,642  
                                                 
Net loss for the three month ended June 30, 2011
                          $ (21,541 )           $ (21,541 )
Balance, June 30, 2011
    25,000,000     $ 25,000     $ 73,125     $ (64,059 )   $ 36     $ 34,102  
 
 
7

 
 
MEGA WORLD FOOD HOLDING COMPANY
                   
(A Development Stage Enterprise)
                         
CONSOLIDATED STATEMENT OF CASH FLOWS
                   
                           
Cumulative from
 
                           
June 24,
 
   
Three Month
Ended
   
Three Month
Ended
   
Nine Month
Ended
   
Nine Months
Ended
   
2010
(Date of
 
   
June 30
   
June 30
   
June 30
   
June 30
   
Inception) Through
 
   
2011
   
2010
   
2011
   
2010
   
June 30, 2011
 
   
(Unaudited)
   
(Unaudeted)
   
(Unaudieted)
   
(Unaudeted)
   
(Unaudited)
 
Operating Activities:
                             
Net loss
  $ (21,541 )   $ (2,947 )   $ (25,006 )   $ (2,947 )   $ (64,059 )
                                         
Adjustments to reconcile net income to net cash provided
                         
by operating activities:
                                       
Non-cash portion of share based legal fee expense
  $ -                             $ 2,500  
Non-cash portion of share based consulting expense
  $ -                             $ 24,750  
Prepaid Deposit
  $ 2,509             $ 7,526             $ (836 )
prepaid to supplier
  $ -             $ (38,000 )           $ (38,000 )
Loan from shareholders
  $ 7,240             $ 8,740             $ 8,740  
Net cash provided by operating activities
  $ (11,792 )           $ (46,740 )           $ (66,905 )
                                         
Investing Activities:
                                       
Net cash provided by investing activities
  $ -             $ -             $ -  
                                         
Financing Activities:
                                       
Proceeds from issuance of common stock
    -       2,947       -       2,947       70,875  
Net cash provided by financing activities
  $ -     $ 2,947     $ -     $ 2,947     $ 70,875  
Effect of  Exchange Rate on Cash
  $ -             $ (4 )   $ -     $ 36  
Net increase (decrease) in cash and cash equivalents
  $ (11,792 )   $ -     $ (46,744 )   $ -     $ 4,006  
Cash and cash equivalents at beginning of the year
  $ 15,798     $ -     $ 50,750     $ -     $ -  
Cash and cash equivalents at end of year
  $ 4,006     $ -     $ 4,006     $ -     $ 4,006  

 
8

 

MEGA WORLD FOOD HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS
NOTE A- BUSINESS DESCRIPTION
Organization

Mega World Food Holding Company (the Company) is a Nevada corporation formed on September 14, 2010.  At September 14, 2010, the Company acquired 100% ownership of Mega World Food Limited (HK), a Hong Kong China corporation formed in June 24, 2010, owned 100% by founder, chairman and director, Mr. Xiaozhong Wu.   At September 14, 2010, the Company issued 14,972,120 common shares at par value of $0.001 to founder, chairman and director, Mr. Xiaozhong Wu, to acquire 100% ownership of Mega World Food Limited (HK).  Mega World Food Limited (HK) is wholly-owned subsidiary of the Company. The purpose of this transaction was solely to form a U.S. holding company for the business, and this transaction is considered as a combination between entities under common control under the guidance of FASB ASC 805-50-25-2 and 805-50-45.
 
The principal executive office is located at ROOM C1D, 6/F, WING HING INDUSTRIAL BUILDING, 14 HING YIP STREET, KWUN TONG, KOWLOON, HONG KONG.  The U.S. address is 1995 Bearing Blvd., Sparks, NV 89434.

Business

Through wholly-owned subsidiary Mega World Food Limited (HK), referred to as Mega World HK, the Company’s business is the sale of frozen vegetables in all areas of the world except China.

The Company sell the following types of frozen vegetables:  frozen bamboo shoots, frozen mulberry, frozen white cauliflower, frozen lotus root, frozen green soy bean, frozen broccoli, frozen rape flower, frozen snow bean and frozen sward bean .

These food products are produced in China by Lin’an Fengye Food Co., Ltd. (“Lin’an Fengye” or “Supplier”).  It was established in 2006 specializing in the growing and processing of frozen vegetables, and is located Maoli Village, Longgang Town, Lin’an City, Zhejiang Province.  On August, 1, 2010, Mega World Limited signed a ten year distribution agreement with Lin’an Fengye.  Lin’an Fengye is a Chinese vegetable processing company owned 51% by Mr. Xiaozhong Wu, our chairman.  Lin’an Fengye is currently the primary supplier of the products we sell.

The prices to be paid by for Products purchased pursuant to the Distribution Agreement shall be the same price as Supplier charges other non-affiliated third party distributors or other sales made on a wholesale basis as modified from time to time in Supplier’s discretion but only if the same modification is made for other non-affiliated third party distributors or wholesale purchasers. Supplier has further agreed that it will not require us to purchase a quantity of products in excess of that which we can reasonably afford or reasonably expect to sell in within two to three months of our purchase of the Products.
 
 
9

 
 
MEGA WORLD FOOD HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS

Going Concern and Plan of Operation

The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is in the development stage and has not earned any revenues from operations to date. These conditions raise substantial doubt about its ability to continue as a going concern.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE B – SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company
 
The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) ASC 915, “Development Stage Entities”. The Company has devoted substantially all of its efforts to establishing a new business and for which either of the following conditions exists: planned principal operations have not commenced; or the planned principal operations have commenced, but there has been no significant revenue there from.  Due to the Company’s primary efforts was on the formation of new company, and there were no sales activities incurred, accordingly, the Company is considered as development stage entity.
 
Basis of accounting

The financial statements reflect the assets, revenues and expenditures of the Company on the accrued basis of accounting.  The Company’s fiscal year end is the last day of September 30.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and disclosures.  Accordingly, actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of Mega World Food Holding Company and Mega World Food Limited (HK).  All significant intercompany balances and transactions have been eliminated in consolidation
 
 
10

 
 
MEGA WORLD FOOD HOLDING COMPANY

NOTES TO FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents

The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2011, the company had cash and cash equivalents of $4,006.

Stock-Based Compensation

The Company accounts for stock issued for services using the fair value method.  In accordance with FASB ASC 718, Stock-Based Compensation, the measurement date of shares issued for services is the date at which the counterparty’s performance is complete.
The Company incurred legal fee of $2,500 and consulting fee of $24,750 by issuing common stocks after the service completed.

Basics and Diluted Net Loss Per Common Share

The Company computes per share amounts in accordance with Statement of Financial Accounting Standards (SFAS) ASC 260, Earnings per Share (EPS).  ASC 260 requires presentation of basis and diluted EPS.  Basic EPS is computed by dividing the income (loss) available to Common Shareholders by the weighted-average number of common shares outstanding for the period.  Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.

As of June 30, 2011, the Company only issued one type of share, i.e., common shares only.  There are no other types securities were issued.  Accordingly, the diluted and basics net income (loss) per common share are the same.
 
The equation from computing basic and diluted Earning Per Share (EPS) is:

Income (loss) available to common shareholders/Weighted-average shares.

The weighted average share was 2,500,000 and basic and diluted net income (loss) per share was $0.00.

 
11

 
 
MEGA WORLD FOOD HOLDING COMPANY

NOTES TO FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenues

Revenues include sales of the sale of frozen vegetables in all areas of the world except China.
 
Revenues are recognized from product sales upon shipment, which is the point in time when risk of loss is transferred to the customer, net of estimated returns and allowances.

The Company had total revenue of $20,000.  The sales were for soybean kernel unsalted, soybean pods unsalted and salted and shipped on February 21, 2011, FOB Shanghai, China.  The sales payment was received on February 23, 2011 from USA customer Rhee Bros Inc. located at 7461 Coca Cola Drive, Hanover, MD 21076, USA.

Operating Expense

For three month period ending June 30, 2011, there was a total of $21,540.63 operating expenses, which include rent expense of $2,508.63, legal fee of $6,250.00, SEC filing fee $990, and transfer agent service fee of $11,792.

Recent Accounting Pronouncements

The following pronouncements have become effective during the period covered by these financial statements or will become effective after the end of the period covered by these financial statements:

Pronouncement
Issued
Title
     
ASC 855
May 2009
Subsequent Events
ASC 105
June 2009
The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162
ASC 820
August 2009
Fair Value Measurements and Disclosures – Measuring Liabilities at Fair Value
ASC 260
September 2009
Earnings per Share – Amendments to Section 260-10-S99
ASC 820
September 2009
Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent)
ASC 605
October 2009
Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements – a consensus of the FASB Emerging Issues Task Force
ASC 470
October 2009
Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing – a consensus of the FASB Emerging Issues Task Force
ASC 860
December 2009
Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets
ASC 505
January 2010
Accounting for Distributions to Shareholders with Components of Stock and Cash – a consensus of the FASB Emerging Issues Task Force
 
 
12

 
 
ASC 810
January 2010
Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification
ASC 718
January 2010
Compensation – Stock Compensation (Topic 718): Escrowed Share Arrangements and the Presumption of Compensation
ASC 820
January 2010
Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements
ASC 810
February 2010
Consolidation (Topic 810): Amendments for Certain Investment Funds
ASC 815
March 2010
Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives
 
 
 
ASC 310
Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses
 
July 2010
For public entities, the disclosures as of the end of a reporting period are
effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December
15, 2010.
For nonpublic entities, the disclosures are effective for annual reporting periods ending on or after December 15, 2011.

 
Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.
 

NOTE C – RELATED PARTY TRANSACTIONS

Cost of Goods Sold

These food products are manufactured in China by Lin’an Fengye Food Co., Ltd. (“Lin’an Fengye” or “Supplier”).  It was established in 2006 specializing in the growing and processing of frozen vegetables, and is located Maoli Village, Longgang Town, Lin’an City, Zhejiang Province.  On August, 1, 2010, Mega World Limited signed a ten year distribution agreement with Lin’an Fengye.  Lin’an Fengye is a Chinese vegetable processing company owned 51% by Mr. Xiaozhong Wu, our chairman.  Lin’an Fengye is currently the main supplier of the Company.  The management believes that the purchase price from Lin’an Fengye will be market price.

For the sales transactions of soybean kernel and soybean pods on February 21, 2011, Lin’an Fengye provided the products for the total cost of $16,800.00.
 
 
13

 
 
MEGA WORLD FOOD HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS

NOTE C- RELATED PARTY TRANSACTIONS (Continued)

Prepaid to Supplier

On March 11, 2011, the Company made prepayment for the future purchase to related supplier, Lin’An Fenye Food Company for $20,000; On March 31, 2011, the Company made another prepayment to related supplier, Lin’An Fenye Food Compnay for $18,000.  As of June 30, 2011, there was total balance of $38,000 prepaid to related supplier, Lin’An Fenye Food Compnay.

NOTE D – SHAREHOLDERS’ EQUITY

Common Stock

Under the Company’s Articles of Incorporation of the Company, the Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001; and 10,000,000 shares of preferred stocks with par value of $0.001.

Mega World Food Holding Company (the Company) is a Nevada corporation formed on September 14, 2010.  On September 14, 2010, the Company acquired 100% of ownership of Mega World Food Limited (HK), a Hong Kong China corporation formed in June 24, 2010, and owned 100% by founder, Mr. Xiaozhong Wu.  At September 14, 2010, the Company issued 14,972,120 common shares at par value of $0.001 for the total amount of $14,972.12 to Mr. Xiaozhong Wu to exchange the ownership of the Mega World Food Limited (HK), for the same amount of value of Mega World Food Limited (HK).  After the acquisition, Mega World Food Limited (HK) is wholly-owned subsidiary of the Company.

The Company issued shares as listed as follows:

   
Common Stock
 
   
Shares
 
       
Issued common stocks to founder at $0.001 per share
     
 for organization expenses on 9/14/2010
    14,972,120  
         
Issued common stocks to founder at $0.001 per share
       
 for consulting expenses paid by cash on 9/14/2010
    5,902,880  
         
Issued common stocks to Williams @$0.01 per share
       
    for services rendered on 9/20/2010
    250,000  
         
Issued common stocks to Jian Di  @$0.01 per share
    2,475,000  
    for services rendered on 9/20/2010
       
         
Issued common stocks to Yuan Su and Guoyong Xu
       
    @$0.01 per share for cash on 9/20/2010
    1,000,000  
         
Issued common stocks to 40 shareholders
       
    @$0.1 per share for cash on 9/30/2010
    400,000  
         
Balance, March 31, 2011
    25,000,000  
 
 
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On September 30, 2010, the Company issued 25,000,000 shares of its common stock to total 45 shareholders, including restricted shares issued to Founder, Xiaozhong Wu, consultant Jian Di & Yuan Su; and non-affiliated other 42 shareholders, equal to the equity value of $59,112.

The restricted common shares were issued as follows:

   
Total Shares
   
%
 
             
Xiaozhong Wu, Chairman & CEO
    20,875,000.00       83.50 %
Jian Di*
    2,475,000.00       9.90 %
Yuan Su*
    500,000.00       2.00 %
                 
Total
    23,850,000.00       95.40 %
                 
* Jian Di and Yuan Su are husband and wife.
               
                 
The percentage calculation is based on the total outstanding 25,000, 000 shares
 

There were no any shares issued for the period from October 1 to December 31, 2010.  Therefore, as of December 31, 2010, there was total share of 25,000,000 outstanding.

NOTE E – Acquisition of Mega World Food Limited (HK)

On September 14, 2010, the Mega World Food Holding Company (the Company) acquired the 100% ownership of a Hong Kong company, Mega World Food Limited (HK) owned by Mr. Xiaozhong Wu.  Mega World Food Limited (HK) was incorporated on June 24, 2010, and incurred setting up, formation or organization activities since June 24, 2010.  Mega World Food Limited (HK) is wholly-owned subsidiary of the Company. The purpose of this transaction was solely to form a U.S. holding company for the business, and this transaction is considered as a combination between entities under common control under the guidance of FASB ASC 805-50-25-2 and 805-50-45.  Under the guidance of FASB ASC 805-50-25-2 and 805-50-45, the accounting of the two entities combination was recorded as combined two entities’ book value, or pooling of interest accounting.

 
15

 
 
MEGA WORLD FOOD HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS
 
NOTE E – Acquisition of Mega World Food Limited (HK) (Continued)

The Company incurred registration fee, travel expense, and rent expense for setting up Mega World Food Limited in Hong Kong from June 24, 2010 to September 14, 2010.  The total expense incurred in Hong Kong prior September 14, 2010, the inception date of Mega World Food Holding Company incorporated in the State of Nevada, was fully expensed and listed as follows:

Mega World Food Limited (HK)
Expense Prior 9/14/2010
     
Bank Service Charges
    61.75  
Registration Fee
    2,947.05  
Rent Expense
    1,226.44  
Travel Expense
    1,218.69  
Total Expense Prior 9/14/2010
    5,453.93  

The following table summarizes the amounts recognized for assets and liabilities assumed as of the acquisition date, September 14, 2010.

As of September 14, 2010:
 
 HSBC Bank Balance     $ 710.15  
 Prepaid Rent Deposit        $ 8,808.04  
 Loan from Mr. Xiaozhong Wu   $ 14,972.12  

At September 14, 2010, total consideration of $14,972.12 (common shares of 14,972,120 at $0.001) was transferred to Mr. Xiaozhong Wu.

NOTE F– GOING CONCERN

The Company is currently in the development stage and their activities consist solely of corporate formation, raising capital, and attempting to sell products to generate revenues.

There is no guarantee that the Company will be able to raise enough capital or generate revenues to sustain its operations and carry out its business plan.  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 carrying amounts of recorded assets or the carrying amounts and classification of recorded liabilities that may be required should the Company be unable to continue as a going concern.

 
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MEGA WORLD FOOD HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS
 
NOTE F – GOING CONCERN (Continued)

The Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.

NOTE G – INCOME TAXES

The Company has incurred accumulate net losses since inception. The Company has not reflected any benefit of such net operating loss carry forward in the accompanying financial statements.  The net operating loss can be carried forward for 15 years.

The income tax benefit differed from the amount computed by applying the estimated US federal income tax rate of 15% to net loss as a result of the following:

2011
Computed expected tax benefit                                                                        (15.00) %
State income tax, net of federal benefit                                                             (7.30)
Valuation allowance                                                                                            22.30
Income tax benefit                                                                                                  - %

The tax effect of temporary differences that give rise to significant portions of the deferred tax assets as of March 31, 2011 is presented below:

Deferred Tax Assets:
                       2011
Registration Fee for start-up costs                                                                         $2,947
Valuation allowance                                                                                                  (2,947)
Net deferred tax assets                                                                                                     $ -

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible.  Based upon the lack of historical taxable income and uncertain projections of future taxable income over the periods in which the deferred tax assets are deductible, management believes that it is more likely than not that the Company will not realize the benefits of these deductible differences.

Accordingly, the Company has provided a valuation allowance against the net deferred tax assets aggregating $2,947 as of June 30, 2011.
 
 
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Item 2.   Management’s Discussion and Analysis or Plan of Operation.
 
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking.  Forward-looking statements are, by their very nature, uncertain and risky.  These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
 
Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them.  Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.  You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

Through wholly-owned subsidiary Mega World Food Limited (HK), referred to as Mega World HK, the Company’s business is the sale of frozen vegetables in all areas of the world except China.

The Company sell the following types of frozen vegetables:  frozen bamboo shoots, frozen mulberry, frozen white cauliflower, frozen lotus root, frozen green soy bean, frozen broccoli, frozen rape flower, frozen snow bean and frozen sward bean .

These food products are produced in China by Lin’an Fengye Food Co., Ltd. (“Lin’an Fengye” or “Supplier”).  It was established in 2006 specializing in the growing and processing of frozen vegetables, and is located Maoli Village, Longgang Town, Lin’an City, Zhejiang Province.  On August, 1, 2010, Mega World Limited signed a ten year distribution agreement with Lin’an Fengye.  Lin’an Fengye is a Chinese vegetable processing company owned 51% by Mr. Xiaozhong Wu, our chairman.  Lin’an Fengye is currently the primary supplier of the products we sell.

The prices to be paid by for Products purchased pursuant to the Distribution Agreement shall be the same price as Supplier charges other non-affiliated third party distributors or other sales made on a wholesale basis as modified from time to time in Supplier’s discretion but only if the same modification is made for other non-affiliated third party distributors or wholesale purchasers. Supplier has agreed that it will not require us to purchase a quantity of products in excess of that which we can reasonably afford or reasonably expect to sell in within two to three months of our purchase of the Products.

Results of Operations

For the three months ended June 30, 2011 vs June 30, 2010:

The Company was organized on June 24, 2010 (the date of inception), therefore, the financial data for three months ended June 30, 2010 was for June 24, 2010 (the date of inception) to June 30, 2010.

Revenue
 
Revenues are recognized from product sales upon shipment, which is the point in time when risk of loss is transferred to the customer, net of estimated returns and allowances.

For the three months ended June 30, 2011 and June 30, 2010, the Company incurred no revenue, respectively.

Cost of Revenue

These food products are manufactured in China by Lin’an Fengye Food Co., Ltd. (“Lin’an Fengye” or “Supplier”).  It was established in 2006 specializing in the growing and processing of frozen vegetables, and is located Maoli Village, Longgang Town, Lin’an City, Zhejiang Province.  On August, 1, 2010, Mega World Limited signed a ten year distribution agreement with Lin’an Fengye.  Lin’an Fengye is a Chinese vegetable processing company owned 51% by Mr. Xiaozhong Wu, our chairman.  Lin’an Fengye is currently the main supplier of the Company.  The management believes that the purchase price from Lin’an Fengye will be market price.
 
 
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For the three months period ended June 30, 2011 and June 30, 2010, the total cost of goods sold was zero, $0, respectively.

Expense

Our operating expenses consist of selling, general and administrative expenses.

For three month period ending June 30, 2011, there was a total of $21540.63 operating expenses, which include rent expense of $2,508.63, SEC filing fee of $990, legal fee of $6,250, and transfer agent fee of $11,792, respectively.

For three month period ending June 30, 2010, there was a total of $2,947 operating expenses which was start-up registration fee at June 24, 2010.

We expect selling, general, and administrative expenses to increase in future periods as we initiate a number of marketing and promotional activities.

Income Taxes

We are subject to income taxes in the U.S., while the subsidiary in Hong Kong is subject to the income tax laws of Hong Kong.  Due to the accumulative net loss, we would not subject to both US and Hong Kong’s income taxes yet.

Net Income

As a result of the foregoing, we incurred net loss of $21,541 for the three month period ended June 30, 2011, and net loss of $2,947 for the three month period ended June 30, 2010, respectively.

For the nine months ended June 30, 2011 vs. June 30, 2010:

The Company was organized on June 24, 2010 (the date of inception), therefore, the financial data for nine months ended June 30, 2010 was for June 24, 2010 (the date of inception) to June 30, 2010.

Revenue

We had $20,000 revenue for the nine months ended June 30, 2011.  The Company had total revenue of $20,000.  The sales were for soybean kernel unsalted, soybean pods unsalted and salted and shipped from port of Shanghai, China on February 21, 2011, to RHEE Bros, Inc., Baltimore, MD 21076, USA.  The sales payment was received on February 23, 2011 from USA customer Rhee Bros Inc. located at 7461 Coca Cola Drive, Hanover, MD 21076, USA
 
Revenues are recognized from product sales upon shipment, which is the point in time when risk of loss is transferred to the customer, net of estimated returns and allowances.

For the nine months ended June 30, 2010, there was no sales incurred.
 
Cost of Revenue

Our Cost of Goods Sold for the nine months ended June 30, 2011 was $16,800.  For the sales transactions of soybean kernel and soybean pods on February 21, 2011, Lin’an Fengye provided the products for the total cost of $16,800.

These food products are manufactured in China by Lin’an Fengye Food Co., Ltd. (“Lin’an Fengye” or “Supplier”).  It was established in 2006 specializing in the growing and processing of frozen vegetables, and is located Maoli Village, Longgang Town, Lin’an City, Zhejiang Province.  On August, 1, 2010, Mega World Limited signed a ten year distribution agreement with Lin’an Fengye.  Lin’an Fengye is a Chinese vegetable processing company owned 51% by Mr. Xiaozhong Wu, our chairman.  Lin’an Fengye is currently the main supplier of the Company.  The management believes that the purchase price from Lin’an Fengye will be market price.

For nine months ended June 30, 2010, there was no cost of goods sold incurred.
 
 
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Expense

Our expenses consist of selling, general and administrative expenses.

We had $28,206 in expenses in the nine months ended June 30, 2011 for the total operating expenses.  The operating expenses were for bank service charge of $129.28, postage of $19.06, rent of $7,525.89, and SEC Edgarzation charge of $2,490, legal fee of $6,250, and transfer agent service fee of $11,792.

We had $2,947 in the nine months ended June 30, 2010 for the total operating expense which was start-up registration fee at June 24, 2010.

We expect selling, general, and administrative expenses to increase in future periods as we initiate a number of marketing and promotional activities.

Income Taxes

We are subject to income taxes in the U.S., while the subsidiary in Hong Kong is subject to the income tax laws of Hong Kong.  Due to the accumulative net loss, we would not subject to both US and Hong Kong’s income taxes yet.

Net Income

As a result of the foregoing, we incurred a net loss of $25,006 for the nine month period ended June 30, 2011 and net loss of $2,947, respectively.

Commitments and Contingencies

Our food products are manufactured in China by Lin’an Fengye Food Co., Ltd. (“Lin’an Fengye” or “Supplier”).  It was established in 2006 specializing in the growing and processing of frozen vegetables, and is located Maoli Village, Longgang Town, Lin’an City, Zhejiang Province.  On August, 1, 2010, Mega World Limited signed a ten year distribution agreement with Lin’an Fengye.  Lin’an Fengye is a Chinese vegetable processing company owned 51% by Mr. Xiaozhong Wu, our chairman.  Lin’an Fengye is currently the primary supplier of the products we sell.

Foreign Currency Translation

The Company has determined the United States dollars to be its functional currency for Mega World Food Holding Company; Hong Kong dollars to be its functional currency in Hong Kong’s Mega World Food Limited (Hong Kong).   Assets and liabilities were translated to U.S. dollars at the period-end exchange rate.  The exchange rate of issuance of common stocks to shareholders was used as one U.S. dollar to 7.773 Hong Kong dollar.  Statement of operations amounts were translated to U.S. dollars using the historic rate, i.e., the rate at first date of each month during the year.  Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive income (loss), a separate component of shareholders’ equity.

Liquidity and Capital Resources

   
At September 30
   
At June 30
 
   
2010
   
2011
 
             
Current Ratio
    -       -  
Cash
  $ 50,750     $ 4,006  
Working Capital
  $ 59,112     $ 34,102  
Total Assets
  $ 59,112     $ 42,842  
Total Liabilities
  $ 0     $ 8,740  
                 
Total Equity
  $ 59,112     $ 34,102  
                 
Total Debt/Equity
    0       0.26  

*Current Ratio = Current Assets /Current Liabilities

** Total Debt / Equity = Total Liabilities / Total Shareholders Equity.
 
 
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The Company had cash and cash equivalents of $4,006 at June 30, 2011 and the working capital of $34,102.

The total debt of $8,740 as of June 30, 2011 that is included loans from shareholder for the Edgarzation fee and legal fee.

Until we generate additional operating revenues or receive other financing, all our costs, which we will incur irrespective of our business development activities, including bank service fees and those costs associated with SEC requirements associated with going and staying public, estimated to be less than $75,000 annually.  There is no dollar limit to the amount he has agreed to provide.  If we fail to meet these requirements, we may lose our qualification and our securities would no longer trade on the over the counter bulletin board. Further, if we fail to meet these obligations and as a consequence we fail to satisfy our SEC reporting obligations, investors will then own stock in a company that does not provide the disclosure available in quarterly and annual reports filed with the SEC and investors may have increased difficulty in selling their stock as we will be non-reporting.

In addition, we will need to secure a minimum of $60,000 in funds to finance our business in the next 12 months, in addition to the funds which will be used to stay public and for business development and sales and marketing. However in order to become profitable we may still need to secure additional debt or equity funding. We hope to be able to raise additional funds from an offering of our stock in the future. However, this offering may not occur, or if it occurs, may not raise the required funding. We do not have any plans or specific agreements for new sources of funding, except for the anticipated loans from management as described below, or any planned material acquisitions.

On March 22, 2011, we entered into a Funding Agreement with Xiaozhong Wu, our president and Director (“Lender”) to provide operational and going and staying public funding for us as follows:

1.  FUNDING

The Company requires and will continue to require funding for the Company for its operations and for the Company’s going and staying public in the U.S., including but not limited to legal, accounting, EDGAR, filing, corporate and other fees and expenses (the “Funding”).  Lender agrees to provide all Funding needed by the Company for its operations and for the Company’s going and staying public in the U.S. on the terms and conditions set forth in the Agreement.

2.  TERM

The term of the Agreement began as of the date of this Agreement and terminates when the Company generates operating revenues or receives other financing in amounts necessary to fund its operations and for the Company’s going and staying public in the U.S., including but not limited to legal, accounting, EDGAR, filing, corporate and other fees and expenses.

3.  FUNDING TERMS

The Funding will be provided by Lender on a non-interest bearing basis due upon demand.  There is no limit on the amount of Funding which must be provided under the Agreement, and Lender agrees to provide all needed Funding.  Lender further represents that he has sufficient liquid assets to meet all of Funding obligations under the Agreement.

Our lack of revenues raise substantial doubt about our ability to continue as a going concern.  The financial statements do not include adjustments that might result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.  
 

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

Not applicable.

Item 4.  Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures

The Company has established disclosure controls and procedures to ensure that information required to be disclosed in this quarterly report on Form 10-Q was properly recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms.  The Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers to allow timely decisions regarding required disclosure.
 
 
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We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at June 30, 2010 based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, at June 30, 2010, our disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 
PART II — OTHER INFORMATION
 
 
Item 1.  Legal Proceedings.
 
None.
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
 
(a)                 Unregistered Sales of Equity Securities.

The Registrant did not sell any unregistered securities during the three months ended June 30, 2011.
 
(b)                 Use of Proceeds.
 
The Registrant did not sell any unregistered securities during the three months ended June 30, 2011.

Item 3.  Defaults Upon Senior Securities
 
None.

Item 4. (Removed and Reserved).
 
 
Item 5.  Other Information.
 
Not applicable.
 
 
22

 
 
Item 6.  Exhibits.
 
 
(a)
Exhibits.

Exhibit No.
Document Description
   
31.1
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
   
31.2
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
   
32.1 **
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
   
32.2 **
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
 

 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.

MEGA WORLD FOOD HOLDING COMPANY, a Nevada corporation

Title  
 
Name  
 
Date
 
   Signature
Principal Executive Officer  
 
Xiaozhong Wu
 
August 15, 2011
 
/s/ Xiaozhong Wu

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE
 
NAME
 
TITLE
 
DATE
/s/ Ziaozhong Wu
 
Xiaozhong Wu
 
Principal Executive Officer and Director
 
August 15, 2011
/s/ Yaping He
 
Yaping He
 
Principal Financial Officer and Principal Accounting Officer
 
August  15, 2011

 
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EXHIBIT INDEX
 
Exhibit No.
Document Description
   
31.1
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
   
31.2
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
   
32.1 **
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
   
32.2 **
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
 
 
 
 
 
 
24