Attached files
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| EX-31 - CERTIFICATIONS REQUIRED BY RULES 13A-14(A) OR 15D-14(A) - eCareer Holdings, Inc. | ex31.htm |
| EX-32 - SECTION 1350 CERTIFICATIONS - eCareer Holdings, Inc. | ex32.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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[X]
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended June 30, 2011 Commission File No. 333-126514
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[ ]
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from to .
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BAROSSA COFFEE COMPANY, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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20-2641871
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State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization
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Identification No.)
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650 N. Saddlehill Rd., Salt Lake City, Utah 84103
(Address of principal executive offices) (zip code)
(Registrant's telephone number, including area code): (801) 364-9264
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.. Yes ___ No X
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes X No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ___ No
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (Not applicable)[ ]
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.
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Large accelerated filer ___
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Accelerated filer ___
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Non-accelerated filer ___
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Smaller reporting company X
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X No
Issuer's revenues for its most recent fiscal year. $ -0-
The aggregate market value of the voting stock held by non-affiliates is not determinable because of the lack of any meaningful market value quotations. (See Item 5 herein).
The number of shares outstanding of the Issuer's common stock at June 30, 2011: 4,734,100
FORWARD-LOOKING STATEMENT NOTICE
When used in this report, the words "may," "will," "expect," "anticipate,""continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company's future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that
actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed under the headings "Item 1. Description of Business," and "Item 6. Management's Discussion and Analysis of Financial Condition and Results of Operations," and also include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or results of operations.
PART I
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Item 1.
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Description of Business
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(a) Business Development.
Barossa Coffee Company, Inc. is a small start up company that was incorporated in March 2005. In July 2005, the Company filed a registration statement on Form SB-2 with the U.S. Securities & Exchange Commission under the Securities Act of 1933, to register an offering, on a "best efforts minimum/maximum" basis, of up to 400,000 shares of $.001 par value common stock, at a price of $0.25 per share. The registration statement was declared effective September 20, 2005. The Company sold 298,000 shares of common stock pursuant to the offering. The offering closed November 30, 2005, and raised gross proceeds of $74,500. This increased the
total issued and outstanding common stock to 2,098,000 shares as of June 30, 2006. During the fiscal year ended June 30, 2007, 200,000 shares were cancelled and 160,000 shares were issued. On November 10, 2008, 126,000 shares of common stock were issued for consideration of $12,600 cash. On December 31, 2009 the Company sold 75,050 shares of its restricted common stock at $0.10 per share, and again on March 18, 2010, another 75,050 shares. On November 1, 2010 Barossa sold 2,400,000 shares of its common stock for $15,000 or $.00625 per share, bringing the current total number of outstanding shares to 4,734,100.
(b) Business of Company.
Barossa was formed to open and operate, through a wholly owned subsidiary, Alchemy Coffee Company, Inc., a retail, specialty coffee outlet. The Company opened a retail coffee outlet featuring specialty coffees in February 2006 and utilized the experience of management in the coffee/cafe industry to specialize in the sale of the highest quality, fresh locally roasted coffee beans and espresso related beverages; as well as organic food and baked goods, teas, juices, and specific health foods and beverages.
However, even though the Company generated revenues from operations of $60,691 for the fiscal year ended June 30, 2006, operating losses forced it to seek additional funding, which it borrowed from shareholders. Because of the continuing cash needs of Alchemy which could not be met by the Corporation, management and principal shareholders negotiated and reached a Stock Exchange Agreement on October 11, 2006, between the Corporation and Jason Briggs, manager of the coffee shop, wherein Briggs received all of the issued and outstanding common stock of Alchemy Coffee Company, Inc. in exchange for all 200,000 shares of the Corporation’s common
stock beneficially owned by Briggs, which were delivered to the Corporation and cancelled. The Corporation determined that since the inception of Alchemy as a wholly-owned subsidiary of the Corporation, $55,715 has been advanced to Alchemy and not repaid. The Corporation determined that the value of Alchemy was substantially less than the amount invested and determined that the 200,000 shares it received as consideration for Alchemy had at least as great a value as Alchemy and that this was the best value that could be received by the Corporation for Alchemy and that this transaction was in the best interests of the Corporation.
With this transaction, the Company was no longer engaged in any business activities and had no operations. The Company’s principal activity is to investigate potential acquisitions. There is no assurance the Company can become involved with any business venture in the future.
Selection of a Business
The Company anticipates that businesses for possible acquisition will be referred by various sources, including its officers and directors, professional advisors, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals. The Company will not engage in any general solicitation or advertising for a business opportunity, and will rely on personal contacts of its officers and directors and their affiliates, as well as indirect associations between them and other business and professional people. By relying on "word of mouth", the Company may be limited in the number of potential
acquisitions it can identify. While it is not presently anticipated that the Company will engage unaffiliated professional firms specializing in business acquisitions or reorganizations, such firms may be retained if management deems it in the best interest of the Company.
Compensation to a finder or business acquisition firm may take various forms, including one-time cash payments, payments based on a percentage of revenues or product sales volume, payments involving issuance of securities (including those of the Company), or any combination of these or other compensation arrangements. Consequently, the Company is currently unable to predict the cost of utilizing such services.
The Company will not restrict its search to any particular business, industry, or geographical location, and management reserves the right to evaluate and enter into any type of business in any location. The Company may participate in a newly organized business venture or a more established company entering a new phase of growth or in need of additional capital to overcome existing financial problems.
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Participation in a new business venture entails greater risks since in many instances management of such a venture will not have proved its ability, the eventual market of such venture's product or services will likely not be established, and the profitability of the venture will be unproved and cannot be predicted accurately. If the Company participates in a more established firm with existing financial problems, it may be subjected to risk because the financial resources of the Company may not be adequate to eliminate or reverse the circumstances leading to such financial problems.
In seeking a business venture, the decision of management will not be controlled by an attempt to take advantage of any anticipated or perceived appeal of a specific industry, management group, product, or industry, but will be based on the business objective of seeking long-term capital appreciation in the real value of the Company.
The analysis of new businesses will be undertaken by or under the supervision of the officers and directors. In analyzing prospective businesses, management will consider, to the extent applicable, the available technical, financial, and managerial resources; working capital and other prospects for the future; the nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; the potential for growth and expansion; the potential for profit; the perceived public recognition or acceptance of products,
services, or trade or service marks; name identification; and other relevant factors.
The decision to participate in a specific business may be based on management's analysis of the quality of the other firm's management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes, and other factors which are difficult, if not impossible, to analyze through any objective criteria. It is anticipated that the results of operations of a specific firm may not necessarily be indicative of the potential for the future because of the requirement to substantially shift marketing approaches, expand significantly, change product emphasis, change or substantially augment management, and
other factors.
The Company will analyze all available factors and make a determination based on a composite of available facts, without reliance on any single factor. The period within which the Company may participate in a business cannot be predicted and will depend on circumstances beyond the Company's control, including the availability of businesses, the time required for the Company to complete its investigation and analysis of prospective businesses, the time required to prepare appropriate documents and agreements providing for the Company's participation, and other circumstances.
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Acquisition of a Business
In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, or other reorganization with another corporation or entity; joint venture; license; purchase and sale of assets; or purchase and sale of stock, the exact nature of which cannot now be predicted. Notwithstanding the above, the Company does not intend to participate in a business through the purchase of minority stock positions. On the consummation of a transaction, it is likely that the present management and shareholders of the Company will not be in control of the Company. In addition, a majority or all of the Company's
directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of the Company's shareholders.
In connection with the Company's acquisition of a business, the present shareholders of the Company, including officers and directors, may, as a negotiated element of the acquisition, sell a portion or all of the Company's Common Stock held by them at a significant premium over their original investment in the Company. It is not unusual for affiliates of the entity participating in the reorganization to negotiate to purchase shares held by the present shareholders in order to reduce the number of "restricted securities" held by persons no longer affiliated with the Company and thereby reduce the potential adverse impact on the public market in the
Company's Common Stock that could result from substantial sales of such shares after the restrictions no longer apply. As a result of such sales, affiliates of the entity participating in the business reorganization with the Company would acquire a higher percentage of equity ownership in the Company. Public investors will not receive any portion of the premium that may be paid in the foregoing circumstances. Furthermore, the Company's shareholders may not be afforded an opportunity to approve or consent to any particular stock buy-out transaction.
In the event sales of shares by present shareholders of the Company, including officers and directors, is a negotiated element of a future acquisition, a conflict of interest may arise because directors will be negotiating for the acquisition on behalf of the Company and for sale of their shares for their own respective accounts. Where a business opportunity is well suited for acquisition by the Company, but affiliates of the business opportunity impose a condition that management sell their shares at a price which is unacceptable to them, management may not sacrifice their financial interest for the Company to complete the transaction. Where the
business opportunity is not well suited, but the price offered management for their shares is high, management will be tempted to effect the acquisition to realize a substantial gain on their shares in the Company. Management has not adopted any policy for resolving the foregoing potential conflicts, should they arise, and does not intend to obtain an independent appraisal to determine whether any price that may be offered for their shares is fair. Stockholders must rely, instead, on the obligation of management to fulfill its fiduciary duty under state law to act in the best interests of the Company and its stockholders.
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It is anticipated that any securities issued in any such reorganization would be issued in reliance on exemptions from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of the transaction, the Company may agree to register such securities either at the time the transaction is consummated, under certain conditions, or at specified times thereafter. Although the terms of such registration rights and the number of securities, if any, which may be registered cannot be predicted, it may be expected that registration of securities by the Company in these circumstances would entail
substantial expense to the Company. The issuance of substantial additional securities and their potential sale into any trading market that may develop in the Company's securities may have a depressive effect on such market.
While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to structure the acquisition as a so-called "tax-free" event under sections 351 or 368(a) of the Internal Revenue Code of 1986, (the "Code"). In order to obtain tax-free treatment under section 351 of the Code, it would be necessary for the owners of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, the shareholders of the Company would retain less than 20% of the issued and outstanding shares of the surviving entity.
Section 368(a)(1) of the Code provides for tax-free treatment of certain business reorganizations between corporate entities where one corporation is merged with or acquires the securities or assets of another corporation. Generally, the Company will be the acquiring corporation in such a business reorganization, and the tax-free status of the transaction will not depend on the issuance of any specific amount of the Company's voting securities. It is not uncommon, however, that as a negotiated element of a transaction completed in reliance on section 368, the acquiring corporation issue securities in such an amount that the shareholders of the acquired corporation will hold 50% or more of the voting stock of the surviving entity. Consequently, there is a substantial possibility that the shareholders of the Company immediately prior to the transaction would retain less than 50% of the
issued and outstanding shares of the surviving entity.
Therefore, regardless of the form of the business acquisition, it may be anticipated that stockholders immediately prior to the transaction will experience a significant reduction in their percentage of ownership in the Company. Notwithstanding the fact that the Company is technically the acquiring entity in the foregoing circumstances, generally accepted accounting principles will ordinarily require that such transaction be accounted for as if the Company had been acquired by the other entity owning the business and, therefore, will not permit a write-up in the carrying value of the assets of the other company.
The manner in which the Company participates in a business will depend on the nature of the business, the respective needs and desires of the Company and other parties, the management of the business, and the relative negotiating strength of the Company and such other management.
The Company will participate in a business only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to such closing, will outline the manner of bearing costs if the transaction is not closed, will set forth remedies on default, and will include miscellaneous other terms.
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Operation of Business After Acquisition
The Company's operation following its acquisition of a business will be dependent on the nature of the business and the interest acquired. The Company is unable to predict whether the Company will be in control of the business or whether present management will be in control of the Company following the acquisition. It may be expected that the business will present various risks, which cannot be predicted at the present time.
Governmental Regulation
It is impossible to predict the government regulation, if any, to which the Company may be subject until it has acquired an interest in a business. The use of assets and/or conduct of businesses that the Company may acquire could subject it to environmental, public health and safety, land use, trade, or other governmental regulations and state or local taxation. In selecting a business in which to acquire an interest, management will endeavor to ascertain, to the extent of the limited resources of the Company, the effects of such government regulation on the prospective business of the Company. In certain circumstances, however, such as the
acquisition of an interest in a new or start-up business activity, it may not be possible to predict with any degree of accuracy the impact of government regulation. The inability to ascertain the effect of government regulation on a prospective business activity will make the acquisition of an interest in such business a higher risk.
Competition
The Company will be involved in intense competition with other business entities, many of which will have a competitive edge over the Company by virtue of their stronger financial resources and prior experience in business. There is no assurance that the Company will be successful in obtaining suitable investments.
Employees
Adam Gatto is now the sole officer and director of the Corporation, serves as President, Secretary-Treasurer and devotes only such time to the affairs of the Company as he deems appropriate, which is estimated to be about five hours per week, but is not employed full-time and does not receive compensation.
Management of the Company expects to use consultants, attorneys, and accountants as necessary, and does not anticipate a need to engage any full-time employees so long as it is seeking and evaluating businesses. The need for employees and their availability will be addressed in connection with a decision whether or not to acquire or participate in a specific business industry.
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Item 2.
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Description of Property.
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We have no office facilities but for now the business address of Adam Gatto, the President, and Lynn Dixon, a principal shareholder, is being used as the business address of the Company. Lynn Dixon changed his business address to 650 N. Saddlehill Rd., Salt Lake City, Utah 84103, in November 2010.
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Item 3.
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Legal Proceedings.
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The Company is not a party to any material pending legal proceedings and, to the best of its knowledge, no action has been threatened by or against the Company.
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Item 4.
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(Removed and Reserved).
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PART II
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Item 5.
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Market for Common Equity and Related Stockholder Matters.
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(a) Market information.
In August, 2006, the Company's common stock was approved for quotation in the NASD's Bulletin Board system under the symbol "BSSA". Although quotations for the Company's common stock can appear on the OTC Bulletin Board, there is no established trading market for the common stock. Transactions in the common stock can only be described as sporadic. Consequently, the Company is of the opinion that any published prices cannot be attributed to a liquid and active trading market and, therefore, is not indicative of any meaningful market value. No high and low bid price quotations for any calendar quarter during the last two fiscal years were available.
Any such quotations would reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
During the fiscal year ended June 30, 2011, 2,400,000 shares of restricted common stock were sold by the issuer that were not registered under the Securities Act. On November 1, 2010 Barossa sold 2,400,000 shares of its common stock for $15,000 or $.00625 per share, bringing the current total number of outstanding shares to 4,734,100. These stock issuances were considered exempt from Securities Act registration requirements under section 4(2), as isolated nonpublic sales to accredited investors.
(b) During the period covered by this report (the fiscal year ended June 30, 2011), there were no securities that the issuer sold by registering the securities under the Securities Act.
(c) During the period covered by this report, there was no repurchase made of equity securities registered pursuant to section 12 of the Exchange Act. The issuer's securities are not registered pursuant to section 12 of the Exchange Act.
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Item 6.
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Selected Financial Data.
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A registrant that qualifies as a smaller reporting company is not required to provide the information required by this Item.
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Item 7.
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Management's Discussion and Analysis or Plan of Operation.
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Plan of Operation.
The Company does not expect to generate any meaningful revenue or incur operating expenses, except for administrative, legal, professional, accounting and auditing costs associated with the filing requirements of a public reporting company, unless and until it acquires an interest in an operating company. The Company may not have sufficient cash to meet its operational needs for the next twelve months. Management's plan of operation for the next twelve months is to attempt to raise additional capital through loans from related parties, debt financing, equity financing or a combination of financing options. Currently, there are no understandings,
commitments or agreements for such an infusion of capital and no assurances to that effect. Unless the Company can obtain additional financing, its ability to continue as a going concern during the next twelve-month period is doubtful. The Company's need for capital may change dramatically if and during that period, it acquires an interest in a business opportunity.
The Company's current operating plan is to (i) handle the administrative and reporting requirements of a public company, and (ii) search for potential businesses, products, technologies and companies for acquisition. At present, the Company has no understandings, commitments or agreements with respect to the acquisition of any business venture, and there is no assurance when or that the Company will identify a business venture suitable for acquisition in the future. Further, there is no assurance the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage any business venture it
acquires.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception, and has not yet been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern.
In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans and/or through additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk.
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The Company has no market risk sensitive instruments entered into for trading or any other purpose.
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Item 8.
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Financial Statements.
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See attached Financial Statements and Schedules.
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Item 9.
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Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
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There are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles or practices or financial statement disclosure.
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Item 9A.
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Controls and Procedures.
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(a) Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our President, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
(b) Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes using accounting principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
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Our management, with the participation of the President, evaluated the effectiveness of the Company’s internal control over financial reporting as of June 30, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this evaluation, our management, with the participation of the President, concluded that, as of June 30, 2011, our internal control over financial reporting was effective.
An unavoidable weakness in the Company’s internal controls is that the principal executive officer and principal financial officer are the same individual, which does not allow for segregation of duties. Since the Company is a shell company, management does not feel that this has a material effect on the accuracy and completeness of our financial reporting and disclosure included in this annual report.
(c) Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
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Item 9B.
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Other Information.
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There were no reports on Form 8-K filed during the last quarter of the fiscal year ended June 30, 2011, nor any information required to be disclosed in a report on Form 8-K, but not reported, during the fourth quarter of the year covered by this Form 10-K.
PART III
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Item 10.
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Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act
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(a) Identify Directors and Executive Officers.
The following table shows directors, executive officers and other significant employees, their ages, and all offices and positions with Barossa. Each director is elected for a period of one year and serves until his successor is duly elected by the stockholders and qualifies. There are no other arrangements or understandings regarding the length of time a director is to serve in that capacity. The board of directors serves as the audit committee. None are audit committee financial experts. Officers and other employees serve at the will of the board of directors.
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Name of Director
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Age
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Term Served As
Director/Officer
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Positions
With Company
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Adam Gatto
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49
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Since inception
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President and Director
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Certain biographical information with respect to the officer is set forth below.
Adam Gatto, age 49, currently (since 2002) is manager of a private equity fund primarily involved in the trading and investment of S&P 500 companies. Previously he was an Investment Portfolio Manager for high net worth individuals and institutions at Morgan Stanley from November 1997 to September 2002. He received a Bachelor’s degree in Political Science and Business from the University of Utah in 1986. In conjunction with that, he also attended the University of Sienna School of International Business & Language in Italy, receiving a minor in Italian and International
Finance.
The director holds no directorships in any other companies subject to the reporting requirements of the Securities Exchange Act of 1934.
(b) Identify Significant Employees.
None other than the person previously identified.
(c) Family Relationships. None
(d) Involvement in Certain Legal Proceedings.
Except as described herein, no officer or director of the Company; 1) has had any petition filed, within the past five years, in Federal Bankruptcy or state insolvency proceedings on behalf of any entity of which such person was an officer or general partner within two years of filing; or 2) has been convicted in a criminal proceeding within the past five years or is currently a named subject of a pending criminal proceeding; or 3) has been the subject, within the past five years, of any order, judgment, decree or finding (not subsequently reversed, suspended or vacated) of any court or regulatory authority involving violation of securities or
commodities laws, or barring, suspending, enjoining or limiting any activity relating to securities, commodities or other business practice.
(e) Audit committee financial expert. The issuer does not have an audit committee financial expert serving on its audit committee, due to lack of funds.
Compliance with Section 16(a) of the Exchange Act. Section 16(a) is inapplicable.
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Code of Ethics. The issuer has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. For purposes of this Item, the term code of ethics means written standards that are reasonably designed to deter wrongdoing and to promote: Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; Full, fair, accurate, timely, and understandable disclosure in reports and documents that
the issuer files with, or submits to, the Commission and in other public communications made by the issuer; Compliance with applicable governmental laws, rules and regulations; The prompt internal reporting of violations of the code to the board of directors or another appropriate person or persons; and Accountability for adherence to the code. The issuer hereby undertakes to provide to any person without charge, upon request, a copy of such code of ethics. Such request may be made in writing to the board of directors at the address of the issuer.
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Item 11.
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Executive Compensation.
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The following table summarizes executive compensation paid or accrued for the Chief Executive Officer and other officers who received any compensation during the past three fiscal years.
SUMMARY COMPENSATION TABLE
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Name And
Principal Position
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Year
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Salary($)
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Bonus($)
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Other Annual
Compensation($)
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All Other
Compensation($)
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Adam Gatto
CEO
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2011
2010
2009
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0
0
0
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0
0
0
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0
0
0
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0
0
0
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Compensation of Directors None
Employment Contracts, Termination of Employment, Change-in-Control Arrangements
The Company has not entered into any contracts or arrangements with any named executive officer which would provide such individual with a form of compensation resulting from such individual's resignation, retirement or any other termination of such executive officer's employment with the Company or its subsidiary, or from a change-in-control of the Company or a change in the named executive officer's responsibilities following a change-in-control.
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management.
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The following table contains stock ownership information about officers, directors and other stockholders known to be beneficial owners of more than 5% of the registrant’s stock. A beneficial owner of stock is any person who has or shares the power to decide how to vote or whether to dispose of the stock.
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Name and Address
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Title of
Class
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Amount & Nature of
Beneficial Ownership
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% of
Class
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Adam Gatto
650 N. Saddlehill Rd.
SLC, Utah 84103
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Common
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1,386,275 shares
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29.3%
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Lynn Dixon
650 N. Saddlehill Rd.
SLC, UT 84103
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Common
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1,386,275 shares
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29.3%
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Thomas G. Kimble
311 S State, #440
SLC, UT 84111
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Common
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1,663,550 shares(1)
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35.1%
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All officers and directors
as a group (1 person)
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Common
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1,386,275 shares
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29.3%
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(1) Owned of record by Devonshire Partners, a limited liability company solely owned by Mr. Kimble.
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The foregoing amounts include all shares these persons are deemed to beneficially own regardless of the form of ownership.
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Item 13.
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Certain Relationships and Related Transactions.
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The Company has entered into certain transactions with officers, directors or affiliates of the Company which include the following:
During the fiscal years ended June 30, 2011 and 2010, the Company utilized office space in Salt Lake City, Utah, which was provided by Lynn Dixon, a majority shareholder of the Company. The Company does not pay rent for this office space.
Except as disclosed in this item, in notes to the financial statements or elsewhere in this report, the Company is not aware of any indebtedness or other transaction in which the amount involved exceeds $120,000 between the Company and any officer, director, nominee for director, or 5% or greater beneficial owner of the Company or an immediate family member of such person; nor any relationship in which a director or nominee for director of the Company was also an officer, director, nominee for director, greater than 10% equity owner, partner, or member of any firm or other entity which received from or paid the Company, for property or services,
amounts exceeding 5% of the gross annual revenues or total assets of the Company or such other firm or entity.
|
Item 14.
|
Principal Accountant Fees and Services.
|
|
|
(1) Audit Fees
|
|
|
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Q (17 CFR 249.308a) or 10-QSB (17 CFR 249.308b) for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was $8,875 for the fiscal year ended June 30, 2010, and $8,267 for the fiscal year ended June 30, 2011 .
|
14
|
|
(2) Audit-Related Fees
|
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the Company’s financial statements was $-0- for the fiscal year ended June 30, 2010, and $-0- for the fiscal year ended June 30, 2011.
|
|
(3) Tax Fees
|
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was $375 for the fiscal year ended June 30, 2010, and $300 for the fiscal year ended June 30, 2011.
|
|
(4) All Other Fees
|
The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above was $-0- for the fiscal year ended June 30, 2010, and $-0- for the fiscal year ended June 30, 2011
|
|
(5) Pre-approval Policies and Procedures
|
Before the accountant is engaged by the issuer to render audit or non-audit services, the engagement is approved by the company's board of directors acting as the audit committee.
15
|
Item 15.
|
Exhibits
|
Exhibits to this report are all documents previously filed which are incorporated herein as exhibits to this report by reference to registration statements and other reports previously filed by the Company pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934.
Exhibits required by Item 601 of Regulation S-K.
|
SEC No.
|
Document
|
Exhibit No.
|
|
10
|
Material contracts
|
|
|
Stock Exchange Agreement with Jason Briggs
|
10.3 *
|
|
|
31.
|
Certifications required by Rules 13a-14(a) or 15d-14(a).
|
|
|
32.
|
Section 1350 Certifications
|
|
|
* previously filed
|
||
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
JUNE 30, 2011
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
CONTENTS
|
PAGE
|
|
|
— Report of Independent Registered Public Accounting Firm
|
2
|
|
— Balance Sheets June 30, 2011 and June 30, 2010
|
3
|
|
— Statements of Operations, for the years ended June 30, 2011 and 2010 and from inception on March 24, 2005 through June 30, 2011
|
4
|
|
— Statement of Stockholders' Equity (Deficit), from inception on March 24, 2005 through June 30, 2011
|
5
|
|
— Statements of Cash Flows, for the years ended June 30, 2011 and 2010 and from inception on March 24, 2005 through June 30, 2011
|
7
|
|
— Notes to Financial Statements
|
8 - 12
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Barossa Coffee Company, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheets of Barossa Coffee Company, Inc. [a development stage company] as of June 30, 2011 and 2010 and the related statements of operations, stockholders' equity (deficit) and cash flows for each of the years in the two-year period ended June 30, 2011 and for the period from inception on March 24, 2005 through June 30, 2011. Barossa Coffee Company, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Barossa Coffee Company, Inc. as of June 30, 2011 and 2010 and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2011 and for the period from inception on March 24, 2005 through June 30, 2011, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming Barossa Coffee Company, Inc. will continue as a going concern. As discussed in Note 6 to the financial statements, Barossa Coffee Company, Inc. has incurred losses since its inception and has not yet established profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans in regards to these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
PRITCHETT, SILER & HARDY, P.C.
Salt Lake City, Utah
September 28, 2011
- 2 -
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
BALANCE SHEETS
|
June 30,
|
June 30,
|
|||||||
|
2011
|
2010
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets
|
||||||||
|
Cash
|
$ | 3,514 | $ | 3,388 | ||||
|
Total Current Assets
|
3,514 | 3,388 | ||||||
|
Total Assets
|
$ | 3,514 | $ | 3,388 | ||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts Payable
|
$ | 525 | $ | 2,808 | ||||
|
Interest Payable -- related parties
|
- | 1,277 | ||||||
|
Loans Payable -- related parties
|
- | 4,240 | ||||||
|
Total Current Liabilities
|
525 | 8,325 | ||||||
|
Stockholders’ Equity (Deficit)
|
||||||||
|
Preferred stock, $.001 par value, 1,000,000 shares authorized, no shares issued and outstanding
|
$ | - | $ | - | ||||
|
Common stock, $.001 par value, 50,000,000 shares authorized, 4,734,100 and 2,334,100 shares issued and outstanding, respectively
|
4,734 | 2,334 | ||||||
|
Capital in excess of par value
|
146,599 | 128,228 | ||||||
|
(Deficit) accumulated during the development stage
|
(148,344 | ) | (135,499 | ) | ||||
|
Total Stockholders’ Equity (Deficit)
|
2,989 | (4,937 | ) | |||||
|
Total Liabilities and Stockholders’ Equity (Deficit)
|
$ | 3,514 | $ | 3,388 | ||||
The accompanying notes are an integral part of these financial statements.
- 3 -
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
|
Year Ended
June 30,
|
From Inception
on March 24,
2005 Through
June 30, 2011
|
|||||||||||
|
2011
|
2010
|
|||||||||||
|
REVENUE:
|
$ | - | $ | - | $ | - | ||||||
|
EXPENSES:
|
||||||||||||
|
General and administrative
|
12,591 | 15,090 | 91,298 | |||||||||
|
LOSS FROM OPERATIONS BEFORE
|
||||||||||||
|
OTHER INCOME (EXPENSE)
|
(12,591 | ) | (15,090 | ) | (91,298 | ) | ||||||
|
OTHER INCOME (EXPENSE):
|
||||||||||||
|
Interest expense
|
(254 | ) | (254 | ) | (1,531 | ) | ||||||
|
Total Other Income (Expense)
|
(254 | ) | (254 | ) | (1,531 | ) | ||||||
|
LOSS BEFORE INCOME TAXES
|
(12,845 | ) | (15,344 | ) | (92,829 | ) | ||||||
|
CURRENT TAX EXPENSE
|
- | - | - | |||||||||
|
DEFERRED TAX EXPENSE
|
- | - | - | |||||||||
|
LOSS FROM CONTINUING OPERATIONS
|
$ | (12,845 | ) | $ | (15,344 | ) | $ | (92,829 | ) | |||
|
DISCONTINUED OPERATIONS:
|
||||||||||||
|
Loss from operations of discontinued coffee
|
||||||||||||
|
sales business (net of $0 in income taxes)
|
- | - | (11,087 | ) | ||||||||
|
Gain (loss) on disposal of discontinued
|
||||||||||||
|
Operations (net of $0 in income taxes)
|
- | - | - | |||||||||
|
LOSS FROM DISCONTINUED OPERATIONS
|
- | - | (11,087 | ) | ||||||||
|
NET LOSS
|
$ | (12,845 | ) | $ | (15,344 | ) | $ | (103,916 | ) | |||
|
LOSS PER COMMON SHARE:
|
||||||||||||
|
Continuing operations
|
$ | (0.00 | ) | $ | (0.01 | ) | ||||||
|
Discontinued operations
|
- | - | ||||||||||
|
Net Loss Per Common Share
|
$ | (0.00 | ) | $ | (0.01 | ) | ||||||
The accompanying notes are an integral part of these financial statements.
- 4 -
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
|
Common Stock
|
Capital in Excess of
|
Accumulated
|
||||||||||||||
|
Shares
|
Amount
|
Par Value |
Deficit
|
|||||||||||||
|
Balance March 24, 2005
|
- | $ | - | $ | - | $ | - | |||||||||
|
Common Stock issued for cash at $.01 per share
|
1,800,000 | 1,800 | 16,200 | - | ||||||||||||
|
Net Loss for the period from March 24, 2005 (inception) Through June 30, 2005
|
- | - | - | (1,677 | ) | |||||||||||
|
Balance June 30, 2005
|
1,800,000 | 1,800 | 16,200 | (1,677 | ) | |||||||||||
|
Common Stock issued for cash at $.25 per share, net of offering costs of $13,348
|
298,000 | 298 | 60,854 | - | ||||||||||||
|
Net loss for the year ended June 30, 2006
|
- | - | - | (19,672 | ) | |||||||||||
|
Balance June 30, 2006
|
2,098,000 | 2,098 | 77,054 | (21,349 | ) | |||||||||||
|
Common Stock redeemed redeemed for wholly-owned subsidiary
|
(200,000 | ) | (200 | ) | - | (44,428 | ) | |||||||||
|
Common Stock issued for cash at $.15 per share
|
160,000 | 160 | 23,840 | - | ||||||||||||
|
Net loss for the year ended June 30, 2007
|
- | - | - | (25,963 | ) | |||||||||||
|
Balance June 30, 2007
|
2,058,000 | 2,058 | 100,894 | (91,740 | ) | |||||||||||
|
Net loss for the year ended June 30, 2008
|
- | - | - | (14,767 | ) | |||||||||||
|
Balance June 30, 2008
|
2,058,000 | 2,058 | 100,894 | (106,507 | ) | |||||||||||
The accompanying notes are an integral part of these financial statements.
- 5 -
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
[CONTINUED]
|
Common Stock
|
Capital in Excess of
|
Accumulated
|
||||||||||||||
|
Shares
|
Amount
|
Par Value |
Deficit
|
|||||||||||||
|
Balance June 30, 2008
|
2,058,000 | 2,058 | 100,894 | (106,507 | ) | |||||||||||
|
Common Stock issued for cash at $.10 per share
|
126,000 | 126 | 12,474 | - | ||||||||||||
|
Net Loss for the year ended June 30, 2009
|
- | - | - | (13,648 | ) | |||||||||||
|
Balance June 30, 2009
|
2,184,000 | 2,184 | 113,368 | (120,155 | ) | |||||||||||
|
Common Stock issued for cash at $.10 per share
|
75,050 | 75 | 7,430 | - | ||||||||||||
|
Common Stock issued for cash at $.10 per share
|
75,050 | 75 | 7,430 | - | ||||||||||||
|
Net Loss for the year ended June 30, 2010
|
- | - | - | (15,344 | ) | |||||||||||
|
Balance June 30,2010
|
2,334,100 | 2,334 | 128,228 | (135,499 | ) | |||||||||||
|
Common Stock issued for cash at $.00625 per share
|
2,400,000 | 2,400 | 12,600 | - | ||||||||||||
|
Shareholder Contribution of loan payable and accrued interest payable
|
- | - | 5,771 | - | ||||||||||||
|
Net Loss for the year ended June 30, 2011
|
- | - | - | (12,845 | ) | |||||||||||
|
Balance June 30, 2011
|
$ | 4,734,100 | $ | 4,734 | $ | 146,599 | $ | (148,344 | ) | |||||||
The accompanying notes are an integral part of these financial statements
- 6 -
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
|
For theYear Ended
June 30,
|
From Inception
on March 24,
2005 Through
|
|||||||||||
|
2011
|
2010
|
June 30, 2011
|
||||||||||
|
Cash Flows from Operating Activities:
|
||||||||||||
|
Net loss
|
$ | (12,845 | ) | $ | (15,344 | ) | $ | (103,916 | ) | |||
|
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
|
||||||||||||
|
Depreciation
|
- | - | 8,558 | |||||||||
|
Changes in assets and liabilities:
|
||||||||||||
|
(Decrease)/increase in accounts payable
|
(2,283 | ) | 8 | 7,930 | ||||||||
|
(Increase) in deposits
|
- | - | (865 | ) | ||||||||
|
Increase in accrued interest payable
|
254 | 254 | 1,757 | |||||||||
|
(Decrease) in subsidiary cash upon disposal of subsidiary
|
- | - | (1,281 | ) | ||||||||
|
Net Cash Provided (Used) by Operating Activities
|
(14,874 | ) | (15,082 | ) | (87,817 | ) | ||||||
|
Cash Flows from Investing Activities:
|
||||||||||||
|
Acquisition of property and equipment
|
- | - | (69,561 | ) | ||||||||
|
Refund on property and equipment costs
|
- | - | 8,990 | |||||||||
|
Net Cash Provided (Used) by Investing Activities
|
- | - | (60,571 | ) | ||||||||
|
Cash Flows from Financing Activities:
|
||||||||||||
|
Proceeds from common stock issuance
|
15,000 | 15,010 | 145,762 | |||||||||
|
Proceeds from notes payable
|
- | - | 12,750 | |||||||||
|
Payments on notes payable
|
- | - | (6,610 | ) | ||||||||
|
Net Cash Provided (Used) by Financing Activities
|
15,000 | 15,010 | 151,902 | |||||||||
|
Net Increase (Decrease) in Cash
|
126 | (72 | ) | 3,514 | ||||||||
|
Cash at Beginning of the Year
|
3,388 | 3,460 | - | |||||||||
|
Cash at End of the Year
|
$ | 3,514 | $ | 3,388 | $ | 3,514 | ||||||
|
Supplemental Disclosures of Cash Flow Information:
|
||||||||||||
|
Cash paid during the period for:
|
||||||||||||
|
Interest
|
$ | - | $ | - | $ | - | ||||||
|
Income Taxes
|
$ | - | $ | - | $ | - | ||||||
|
Supplemental Schedule of Non-cash Investing and Financing Activities:
|
||||||||||||
|
For the year ended June 30, 2011:
|
||||||||||||
|
Shareholder contributed Note Payable and Accrued Interest of $5,771 at June 30, 2011 to Capital In Excess of Par Value.
|
||||||||||||
|
For the year ended June 30, 2010:
|
||||||||||||
|
None
|
||||||||||||
The accompanying notes are an integral part of these financial statements.
- 7 -
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization – Barossa Coffee Company, Inc. (“Parent”) was organized under the laws of the State of Nevada on March 24, 2005.
Alchemy Coffee Company, Inc. (“Subsidiary”) was organized under the laws of the State of Utah on April 22, 2005 as a wholly-owned subsidiary of Parent. In October 2006 the Parent and Subsidiary entered into an agreement to terminate their relationship.
Barossa Coffee Company, Inc. and Subsidiary (the “Company”) previously sold coffee beans and espresso related beverages. The Company has not yet generated significant revenues from their planned principal operations and is considered a development stage company as defined in ASC Topic No. 915. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.
Consolidation - The financial statements include the operations of Parent and its wholly-owned Subsidiary through September 30, 2006. The operations of subsidiary were discontinued effective September 30, 2006. All significant inter-company transactions have been eliminated in consolidation.
Cash and Cash Equivalents - The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.
Loss Per Share - The computation of loss per share is based on the weighted average number of shares outstanding during the period presented, in accordance with ASC Topic No. 260, “Earnings Per Share” [See Note 7].
Accounting Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimated.
Income Taxes – The Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes” [See Note 4].
- 8 -
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-(Continued)
Recently Enacted Accounting Standards – In June 2009 the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC
registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.
Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2011-09 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
NOTE 2 – DISCONTINUED OPERATIONS
During October 2006, the Company entered into a Stock Exchange Agreement with a shareholder who was an officer and director of the Company, wherein Parent received back 200,000 shares of common stock for cancellation from the shareholder in exchange for all the issued and outstanding common stock of the Company’s subsidiary, Alchemy Coffee. As a result of the exchange agreement, the shareholder resigned as an officer and director of the Company and the Company no longer has any ongoing business operations.
The following is a summary of the results of operations of the Company’s discontinued business:
|
For the
|
From Inception
|
|||||||||||
|
Year Ended
|
on March 24,
|
|||||||||||
|
June 30,
|
2005 Through
|
|||||||||||
|
2011
|
2010
|
June 30, 2011
|
||||||||||
|
Revenue
|
$ | - | $ | - | $ | 115,738 | ||||||
|
Cost of sales
|
- | - | (48,698 | ) | ||||||||
|
General and administrative
|
- | - | (77,901 | ) | ||||||||
|
Other expenses
|
- | - | (226 | ) | ||||||||
|
Loss on disposition of assets
|
- | - | - | |||||||||
|
Net loss
|
$ | - | - | (11,087 | ) | |||||||
- 9 -
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - CAPITAL STOCK
Preferred Stock - The Company has authorized 1,000,000 shares of preferred stock, $.001 par value, with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors. No shares are issued and outstanding at June 30, 2011.
Common Stock - The Company has authorized 50,000,000 shares of common stock with a $.001 par value. 4,734,100 shares are issued and outstanding at June 30, 2011.
In March 2005, in connection with its organization, the Company issued 1,800,000 shares of its previously authorized but unissued common stock. Total proceeds of the sale amounted to $18,000 (or $.01 per share).
In November 2005, the Company completed a public offering of 298,000 shares of common stock for gross proceeds of $74,500 (or $.25 per share). Offering costs of $13,348 were offset against the proceeds of the offering.
The Company entered into an agreement on October 11, 2006 wherein it purchased back 200,000 shares of its common stock in exchange for all the issued and outstanding common stock of its former subsidiary, Alchemy Coffee Company. The transaction was recorded using the retirement method resulting in a $44,428 direct charge to retained earnings.
On March 8, 2007 the Company sold 160,000 shares of its restricted common stock at $.15 per share of which $160 was credited to common stock and $23,840 was credited to capital in excess of par value. The stock issuance was exempt from any state or federal securities registration requirements as an isolated nonpublic sale to accredited investors.
On November 10, 2008 the Company sold 126,000 shares of its restricted common stock at $.10 per share of which $126 was credited to common stock and $12,474 was credited to capital in excess of par value. The stock issuance was exempt from any state or federal securities registration requirements as an isolated nonpublic sale to accredited investors.
On December 31, 2009 the Company sold 75,050 shares of its restricted common stock at $.10 per share of which $75 was credited to common stock and $7,430 was credited to capital in excess of par value. The stock issuance was exempt from any state or federal securities registration requirements as an isolated nonpublic sale to accredited investors.
On March 18, 2010 the Company sold 75,050 shares of its restricted common stock at $.10 per share of which $75 was credited to common stock and $7,430 was credited to capital in excess of par value. The stock issuance was exempt from any state or federal securities registration requirements as an isolated nonpublic sale to accredited investors.
- 10 -
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - CAPITAL STOCK – CONTINUED
Common Stock – Continued
On November 1, 2010 the Company sold 2,400,000 shares of its restricted common stock at $.00625 per share of which $2,400 was credited to common stock and $12,600 was credited to capital in excess of par value. The stock issuance was exempt from any state or federal securities registration requirements as an isolated nonpublic sale to accredited investors. The sum of $7,500 was paid on November 1, 2010 by the purchasers and the balance of $7,500 was paid on May 1, 2011.
On June 30, 2011 a shareholder of the Company contributed a loan payable with a balance due of $4,240 in principal and $1,531 in accrued interest for a total of $5,771 to capital in excess of par value of the Company.
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes”. ASC Topic No. 740 requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. At June 30, 2011, the Company has available unused operating loss carryforwards of approximately $93,000 which may be applied against future taxable income and which expires in various years through 2031. All tax years starting with 2008 are open for
examination.
The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryforwards and, therefore, no deferred tax asset has been recognized for the loss carryforwards. The net deferred tax assets are approximately $13,900 and $12,000 as of June 30, 2011 and 2010, respectively, with an offsetting
valuation allowance of the same amount, resulting in a change in the valuation allowance of approximately $1,900 and $2,300 during the years ended June 30, 2011 and 2010, respectively.
NOTE 5 - RELATED PARTY TRANSACTIONS
Management Compensation – The Company has not paid any compensation to its officers and directors, as the services provided by them to date have only been nominal.
Loans Payable - The Company had a loan payable due to a shareholder which had an interest rate of 6% and a principal balance due of $4,240 and accrued interest of $1,531 which was contributed to the Company’s capital in excess of par value at June 30, 2011.
- 11 -
BAROSSA COFFEE COMPANY, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since inception and has not yet been successful at establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through
additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 7 - LOSS PER SHARE
The following data show the amounts used in computing loss per share:
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For the year ended
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||||||||
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June 30,
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June 30,
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|||||||
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2011
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2010
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Loss from continuing operations
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||||||||
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(numerator)
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$ | (12,845 | ) | $ | (15,344 | ) | ||
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Loss from discontinued operations
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||||||||
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(numerator)
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- | - | ||||||
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Gain (loss) on disposal of discontinued operations
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||||||||
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(numerator)
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- | - | ||||||
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Loss available to common shareholders
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||||||||
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(numerator)
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$ | (12,845 | ) | $ | (15,344 | ) | ||
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Weighted average number of common shares outstanding used in loss per share during the period
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||||||||
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(denominator)
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3,925,333 | 2,243,010 | ||||||
Dilutive loss per share was not presented, as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share.
NOTE 8 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued, and determined there are no events to disclose.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Barossa Coffee Company, Inc.
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By: /s/ Adam Gatto
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Date: September 28, 2011
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Adam Gatto, President
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Chief Executive Officer and
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Chief Financial Officer
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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 the dates indicated.
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By: /s/ Adam Gatto
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Date: September 28, 2011
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Adam Gatto, President
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Chief Executive Officer and
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Chief Financial Officer
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Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Exchange Act by Non Reporting Issuers
No annual report or proxy statement has been sent to security holders.