BERKELEY COFFEE & TEA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ( loss)
Adjustments to reconcile net/(loss) to net cash provided by operating activities:
Amortization of discount on Bonds
Changes in operating assets and liabilities:
NET CASH USED IN OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment
NET CASH USED IN INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Shares issued for cash
Refund of share offering subscription
Repayments to related parties
NET CASH PROVIDED BY FINANCING ACTIVITIES
Effect of exchange rate changes on cash and cash equivalents
NET INCREASE (DECREASE) IN CASH
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS AT END OF YEAR
Cash paid for interest and income taxes:
Income taxes paid
The accompanying notes are an integral part of these consolidated financial statements
BERKELEY COFFEE & TEA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 2012 (UNAUDITED)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Berkeley Coffee & Tea, Inc. (the "Company") was incorporated in the State of Nevada on March 27, 2009. The Company commenced limited operations of marketing and selling green bean coffee. On April 30, 2012, the Company acquired one hundred percent (100%) of the issued and outstanding capital stock of DTS8 Holdings Co., Ltd. (DTS8 Holdings), a corporation organized and existing since June 2008 under the laws of Hong Kong and which owns DTS8 Coffee (Shanghai) Co., Ltd. (DTS8 Coffee), a wholly owned foreign subsidiary entity (WOFE) corporation organized and existing in Shanghai since January 19, 2009, under the laws of the Peoples Republic of China, from the sole shareholder Sean Tan by issuing four million dollars ($4,000,000) of bonds payable in favor of Sean Tan. The bonds are payable at the end of sixty (60) calendar months, April 29, 2017, or earlier on a mutually agreed date. The bonds payable bear an interest rate of three percent (3%) per annum. Interest on the bond is calculated, accrued and paid annually. There was material relationship by and among the parties to the Purchase and Sale Agreement dated January 31, 2012, and closed on April 30, 2012. Sean Tan owned one hundred percent (100%) of the issued and outstanding capital stock of DTS8 Holdings and was the Chief Executive Officer of DTS8 Coffee. Sean Tan was and remains the President and Chief Executive Officer of the Company and owns, as of the date of this report, approximately 29.63% of the Companys outstanding shares of common stock.
DTS8 Holdings, through its subsidiary DTS8 Coffee, is a gourmet coffee roasting company established in June 2008. DTS8 Coffees office and roasting factory is located in Shanghai, China. DTS8 Coffee is in the business of roasting, marketing and selling gourmet roasted coffee to its customers in Shanghai, and other parts of China. It sells gourmet roasted coffee under the DTS8 Coffee label through distribution channels that reach consumers at restaurants, multi-location coffee shops, and offices.
Successor company references herein relate to the Company and its subsidiaries.
Predecessor company references herein are referring to consolidated information pertaining to DTS8 Holdings and its wholly-owned subsidiary DTS8 Coffee.
NOTE 2 BASIS OF PRESENTATION
These unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, these unaudited interim consolidated financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended April 30, 2012. In the opinion of management, the unaudited interim consolidated financial statements furnished herein includes all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.
The accompanying predecessor and successor unaudited interim consolidated financial statements have been prepared to present the interim consolidated statements of financial position of the Company and DTS8 Holdings as of October 31, 2012, and April 30, 2012; the consolidated statements of operations, consolidated statements of changes in stockholders equity and consolidated cash flows of the Company and DTS8 Holdings for the six months ended October 31, 2012, and the consolidated statements of operations and consolidated cash flows of DTS8 Holdings for the six months ended October 31, 2011, for inclusion in the Companys Form 10-Q for purposes of complying with the rules and regulations of the Securities and Exchange Commission as required by Article 8 of Regulation S-X. The accompanying predecessor and successor financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America using DTS8 Holdings specific information where available and allocations and estimates where data is not maintained on DTS8 Holdings specific basis within its books and records. Due to the allocations and estimates used to prepare these predecessor
and successor financial statements, they may not reflect the financial position, cash flows and results of operations of the Company in the future or its operations, cash flows and financial position.
The preparation of financial statements in accordance with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company's financial position and results of operations.
Certain amounts from prior periods have been reclassified to conform to the current period presentation. This reclassification has resulted in no changes to the Companys accumulated deficit or net loss presented.
NOTE 3 - GOING CONCERN UNCERTAINTY
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of the business. The Company has incurred material losses from operations. At October 31, 2012, the Company had an accumulated deficit in addition to limited cash, limited revenue and unprofitable operations. For the period ended October 31, 2012, the Company sustained net losses. These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern for a reasonable period of time. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis.
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Companys management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (US GAAP) and have been consistently applied in the preparation of the financial statements.
Basis of Preparation
The accompanying interim consolidated financial statements of the Company reflect the financial position of the Company and DTS8 Holdings as of October 31, 2012. The accompanying interim consolidated financial statements reflect the results of operations and cash flows of DTS8 Holdings and its subsidiary DTS8 Coffee as of October 31, 2011, and have been prepared in accordance with US GAAP.
Basis of Consolidation
The consolidated financial statements of the Company include the accounts of the Company and DTS8 Holdings. All significant inter-company transactions and balances have been eliminated upon consolidation.
Use of Estimates
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. As of October 31, 2012 and April 30, 2012, substantially all of the Companys cash and cash equivalents were held by major financial institutions located in the Peoples Republic of China, which management believes are of high credit quality. With respect to accounts receivable, the Company extends credit based on an evaluation of the customers financial condition. The Company generally does not require collateral for accounts receivable and maintains an allowance for doubtful accounts of accounts receivable if necessary.
Cash and Cash Equivalents
Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. As at October 31, 2012 and April 30, 2012, cash and cash equivalents consist of cash only.
Receivables and allowance for doubtful accounts
Trade accounts receivable are recorded at net realizable value and do not bear interest. No allowance for doubtful accounts was made during the six months ended October 31, 2012 and 2011 based on management's best estimate of the amount of probable credit losses in existing accounts receivable. The Company evaluates its allowance for doubtful accounts based upon knowledge of its customers and their compliance with credit terms. The evaluation process includes a review of customers' accounts on a regular basis. The review process evaluates all account balances with amounts outstanding 60 days and other specific amounts for which information obtained indicates that the balance may be uncollectible. As of October 31, 2012, and 2011, there was no allowance for doubtful accounts. The Company does not have any off-balance-sheet credit exposure related to its customers.
Inventories are stated at the lower of cost or market. The cost for inventories is determined using the first-in, first-out method on the weighted average basis. The cost includes all expenditures incurred in bringing the goods to the point of sale and putting them in a sellable condition. In assessing the ultimate realization of inventories, the management makes judgments as to future demand requirements compared to current or committed inventory levels. The Company estimates the demand requirements based on market conditions, forecasts prepared by its customers, sales contracts and orders in hand. In addition, the Company estimates net realizable value based on intended use, current market value and inventory aging analyses. The Company writes down inventories for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventories and their estimated market value based upon assumptions about future demand and market conditions. Inventories principally consist of green coffee beans, roasted coffee beans and packing supplies.
Property and Equipment
Property and equipment are recorded at cost. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Depreciation is provided on straight-line basis over their estimated useful lives as set out below. Major remodels and improvements are capitalized. Maintenance and repairs that do not improve or extend the life of the respective assets are charged to expense as incurred. Upon sale or disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to income.
Impairment of long-lived assets
The Company accounts for impairment of property and equipment and amortizable intangible assets in accordance with ASC 360, Accounting for Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of, which requires the Company to evaluate a long-lived asset for recoverability when there is event or circumstance that indicate the carrying value of the asset may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset or asset group is not recoverable (when carrying amount exceeds the gross, undiscounted cash flows from use and disposition) and is measured as the excess of the carrying amount over the assets (or asset groups) fair value. There was no impairment of long-lived assets for the six months ended October 31, 2012.
Fair value of financial instruments
ASC 820 Fair Value Measurements and Disclosures, adopted January 1, 2008, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for current receivables and payables qualify as financial instruments. Management concluded the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available. The three levels are defined as follows:
Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. It is managements opinion that as of October 31, 2012 and April 30, 2012, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is attributed to the short maturities of the instruments and that interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates.
The Company derives its revenue from the sale of roasted coffee. Revenue is recognized when persuasive evidence of an arrangement exists, delivery occurs, the sales price is fixed or determinable and collectability is reasonably assured. Coffee is considered delivered when title and risk have been transferred to the customer. Retail sales are recorded when payment is tendered at the point of sale. Wholesale sales are recorded upon shipment of coffee to the customers. In the Peoples Republic of China, a value added tax (VAT) of 17% on invoiced amount is collected on behalf of tax authorities. Revenues represent the invoiced value of goods, net of VAT.
Advertising and Promotion Costs
Advertising and promotion costs are expensed as incurred. For the six months ended October 31, 2012, and 2011, the Company did not incur any advertising and promotion costs.
The Company uses the asset and liability method of accounting for income taxes pursuant to ASC 740 Income Taxes. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax
benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The provision for income taxes represents current taxes payable net of the change during the period in deferred tax assets and liabilities.
The Company has adopted ASC 220, "Reporting Comprehensive Income", which requires inclusion of foreign currency translation adjustments, reported separately in its statement of stockholders' equity, in other comprehensive income. During the periods presented, other comprehensive income includes cumulative translation adjustment from foreign currency translation.
Foreign Currency Translation
The Companys functional and reporting currency is United States Dollars (USD). The functional currency of the Companys subsidiary, DTS8 Coffee, in the Peoples Republic of China is the Chinese currency Renminbi (RMB). Since RMB is not freely convertible into foreign currencies, all foreign exchange transactions involving RMB must take place either through the Peoples Bank of China (the PBOC) or other institutions authorized to buy and sell foreign exchange. The exchange rate adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC.
The Company maintains its financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods.
For financial reporting purposes, the financial statements of the Companys subsidiary DTS8 Coffee in the Peoples Republic of China is maintained in RMB and translated into the Companys reporting currency USD. Balance sheet accounts with the exception of equity are translated using the closing exchange rate in effect at the balance sheet date, income and expense accounts are translated using the average exchange rate prevailing during the reporting period and the equity accounts were stated at their historical exchange rate.
Adjustments resulting from RMB translation to USD included in accumulated other comprehensive income/(loss) in shareholders equity were $896 and $229 as of October 31, 2012, and April 30, 2012, respectively.
The exchange rates used for foreign currency translation were as follows (USD$1 = RMB):
October 31, 2012
April 30, 2012
October 31, 2011
A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence
the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
Earnings per Share
Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company did not have dilutive securities for the six months ended October 31, 2012 and 2011.
Recently Issued Accounting Pronouncements
Management believes that none of the recently adopted accounting pronouncements will have a material effect on the Companys financial position, results of operations, or cash flows.
NOTE 5 INVENTORY
Inventories consist of the following:
October 31, 2012
April 30, 2012
NOTE 6 - PROPERTY AND EQUIPMENT
The following is a summary of property and equipment and accumulated depreciation:
October 31, 2012
April 30, 2012
Less accumulated depreciation
Depreciation expenses were $7,575 and $8,769 for the six months ended October 31, 2012 and 2011 respectively.
NOTE 7 - ACQUISITION OF DTS8 HOLDINGS CO., LTD.
The Company acquired one hundred percent (100%) of the issued and outstanding shares of DTS8 Holdings for $4,000,000 by issuing a bond payable for $4,000,000 to the vendor and assumed $580,022 in current liabilities on April 30, 2012. DTS8 Holdings, through its subsidiary DTS8 Coffee, is a gourmet coffee roasting company established in June 2008. DTS8 Coffees office and roasting factory is located in Shanghai, China. DTS8 Coffee is in the business of roasting, marketing and selling gourmet roasted coffee to its customers in Shanghai, and other parts of China. It sells gourmet roasted coffee under the DTS8 Coffee label through distribution channels that reach consumers at restaurants, multi location coffee shops, offices and homes. The acquisition provides the Company with diversification as it enters into a new revenue stream of roasted coffees in Shanghai, China, compared to raw green coffee beans only. The Company also gains immediate access into the domestic Chinese
coffee market. It creates a horizontally integrated coffee company in Shanghai, China with operations in two different geographic markets: the United States and China. The synergistic value from the acquisition provides with revenue enhancement by expanding the product line and diversification.
The acquisition of DTS8 Holdings was accounted for using the purchase method of accounting. The purchase price was allocated to the tangible assets acquired based on managements evaluation of their respective fair values on the acquisition date in accordance with ASC 805 and ASC 820 and there were no identifiable intangible assets acquired based on managements evaluation. Upon acquisition, DTS8 Holdings became a wholly owned subsidiary of the Company. The results of DTS8 Holdings operations, commencing with the date of acquisition, April 30, 2012, are included in the accompanying October 31, 2012, financial statements. The purchase price was allocated as follows:
Purchase Price Paid
Total Purchase Price Paid
Purchase Price Allocation
Property & equipment
Cash and cash equivalents
Total Purchase Price allocation
NOTE 8 GOODWILL
On April 30, 2012, the Companys acquisition of DTS8 Holdings resulted in recording of goodwill of $4,402,737. The Company did not incur any goodwill impairment adjustment for the six months ended October 31, 2012, and year ended April 30, 2012.
NOTE 9 - RELATED PARTY TRANSACTIONS
These related party transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
Upon the acquisition of DTS8 Holdings on April 30, 2012, the Company assumed a loan from Sean Tan to DTS8 Holdings. As of October 31, 2012, and April 30, 2012, $120,000 and $120,000 was recorded as payable to shareholder who is the Companys Chief Executive Officer and director. No interest payment was due. The payable to the shareholder bears no interest and has no fixed term of repayment. Sean Tan has agreed not to demand payment within the next fiscal year.
On March 31, 2011, the Company entered into a management agreement with Sean Tan, the Companys officer and director to serve as the President and Chief Executive Officer of the Company. Mr. Tans engagement commenced on March 1, 2011, and shall continue on a year-to-year basis until terminated by either party upon 60 days prior written notice to the other party. The monthly management fee payments of $6,000 to Mr. Tan is paid in arrears on the last day of each month.
NOTE 10 BOND PAYABLE
Upon the acquisition of DTS8 Holdings on April 30, 2012, the Company issued a bond payable for $4,000,000 in favor of the vendor; Sean Tan. The bonds are payable at the end of sixty (60) calendar months, April 29, 2017, or earlier on a mutually agreed date. The bonds payable bear an interest rate of three percent (3%) per annum. Interest on the bond are calculated, accrued and paid annually. The Company recognized $81,271 as discount on bond payable as of October 31, 2012. The discount rate was 3.5% and will be amortized using the effective interest method over the life of the bond.
NOTE 11 OTHER PAYABLE
The amounts owned by the Company as Other Payable as of October 31, 2012, and April 30, 2012, were $420,552 and $382,396, respectively. These amounts are unsecured, non-interest bearing, have no fixed term of repayment, and are repayable on demand, and the lender has agreed not to demand payment within the next fiscal year.
NOTE 12 - COMMITMENTS AND CONTINGENCIES
The Company leases its corporate office and coffee roasting facility located at Building B, #439, Jinyuan Ba Lu, Jiangqiao Town, Jiading District, Shanghai 201812, China. A new lease commenced on October 1, 2012 and expires on September 30, 2013. Lease expenses were $16,258 and $16,553 for the six months ended October 31, 2012 and 2011, respectively. Future lease payments required subsequent to October 31, 2012, are as follows:
April 30, 2013
September 30, 2013
NOTE 13 - COMMON STOCK (SUCCESSOR))
At October 31, 2012, the Companys authorized capital was 75,000,000 shares of common stock with a par value of $0.001 and 11,813,333 shares were issued and outstanding.
In October 2012, the Company issued 680,000 shares of common stock at $0.25 per share for cash proceeds of $170,000.
NOTE 14 - CONTRACTS AND AGREEMENTS
On October 4, 2011, the Company entered into an agreement with the Companys attorney, to provide legal services to the Company valued at $50,000 in exchange for 250,000 shares of the Companys common stock. For the six months to October 31, 2012, $22,497 was expensed as legal fees and balance of $9,241 is considered as a prepayment for services to be rendered in the future.
NOTE 15 CONCENTRATION RISK
The Company conducts business in China. Consequently, any political, economic and social unrest and/or instability in China may adversely affect the Companys business operations. In particular, instability in the supply of raw green beans to China could result in a decrease in the availability of coffee beans needed for the continued operation and growth of the Companys business. It could also lead to an increase in the purchasing costs and increased operating costs. This may adversely affect the Companys business.
As of October 31, 2012, approximately ninety percent (90%) of the Companys revenue was derived from one customer. The Company anticipates in the future, that the reliance on one customer will decline, as it obtains new customers and increases its revenue
NOTE 16 SUBSEQUENT EVENTS
The Company has evaluated the subsequent events from the balance sheet date through the date the financial statements were issued, and determined that no significant events have occurred.
Cautionary statements regarding forward-looking information
All references in this Report to the Company, we, us, or our are to Berkeley Coffee & Tea, Inc. and its 100% owned subsidiary DTS8 Holdings Co. Ltd. (DTS8 Holdings), which owns 100% of DTS8 Coffee (Shanghai) Co., Ltd. (DTS8 Coffee).
This report contains forward-looking statements that involve risk and uncertainties. We use forward-looking statements that you can identify by words or terminology such as "may", "should", "could", "predict", "potential", "continue", "expect", "anticipate", "future", "intend", "plan", "believe", "estimate" and similar expressions (or the negative of these expressions). Except for historical information, this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future. All statements other than statements of historical facts included in this report, including, without limitation, statements under Managements Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, business strategy and other plans and objectives for future operations, and future product demand, supply, costs, marketing, transportation and pricing factors, are forward-looking statements. Actual results, levels of activity, performance, achievements and events are most likely to vary materially from those implied by the forward-looking statements. These statements are based on our current beliefs, expectations and assumptions. Any such statements should be considered in light of various risks and uncertainties that could cause results to differ materially from expectations, estimates or forecasts expressed. The various risks and uncertainties include, but are not limited to: changes in general economic conditions, changes in business conditions in the coffee industry, fluctuations in consumer demand for coffee products, the availability and costs of green beans, increased competition within the green bean and roasted coffee businesses, our lack of successful operating history, our history of continued losses, our inability to successfully implement our business plan, fluctuations in the price of the green coffee, concentration of single product and sales, lack of significant experience in the coffee industry of our employees, inability to hire, train and retain qualified personnel, inability to acquire customers, natural disasters, adverse weather conditions, diseases, political and social instability in countries where we source for green coffee beans, our historical losses may continue which negatively impacts our common stock, weak consumer demand for our roasted coffee, and the fact that we own only one roasting plant and interruption to our only roasting plant may cause significant disruption to our roasting operation. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this report on Form 10-Q. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Review of Operations
During the second quarter, we obtained an exclusive license from Coffee Holdings Company, Inc. to roast, market and sell Don Manuel Brand 100% Colombian Coffee in the People Republic of China, Taiwan, Thailand, Vietnam, Cambodia, Laos, Philippines, Myanmar, Indonesia, East Timor, Hong Kong, Macau, Malaysia, Singapore and Brunei. We will pay a license fee for all coffee sold under the Don Manuel Brand. The license is valid for five (5) years and will expire November 1, 2017. Don Manuel Brand 100% Colombian Coffee beans are grown at higher elevations and are artisan roasted to give a rich smooth bodied coffee with sweet-toned syrupy notes and chocolate. The coffee has a balanced acidity and a smooth, clean finish.
The Don Manuel Brand is widely distributed and sold in United States, and its addition to our portfolio complements our DTS8 Coffee brand which is roasted, marketed and sold to customers in Shanghai and other part of China. The combination of the Don Manuel and DTS8 Coffee brands allows for growth opportunities into select channels of distribution in China and different geographic territories and creates potential opportunities for growth of our business. According to research firm Euromonitor International, the coffee market in China experienced strong
volume growth in fresh roasted coffee in 2011. The retail coffee shops are gaining popularity and more coffee shops in major cities are opening to cater to coffee drinking habits, especially among young consumers and office workers. Starbucks has indicated that it will have 1,500 stores in more than 70 cities in China by the end of 2012, and estimates that China will be its second largest market by 2014. The rising population, urbanization, disposal income and urban consumer spending, together with changing lifestyle choices and a young population are drivers of the coffee demand and growth in China.
As of October 31, 2012, we had invested $27,764 to establish another subsidiary called DTS8 Coffee (Huzhou) Co. Ltd. in Huzhou, Zhejiang Province, China, which is approximately a two hour drive from Shanghai. Under the new subsidiary, we are in the process of establishing a new roasting facility which will be used to roast and sell coffee to other parts of China. We will own one hundred percent (100%) of the issued and outstanding shares of the new company. The incorporation and licensing were not completed as of the date of this Report.
Results of Operations
Sales for the six months ended October 31, 2012 and 2011 were $119,793 compared to $102,659. The increase of about 16.7% is attributable to an increase in sales to existing and new wholesale customers. Cost of sales were $103,597 and $61,112, respectively, and our gross margins for the six months ended October 31, 2012 and 2011 were $16,196 (14% of sale) and $41,547 (40% of sales). The gross margin changes are due to the increased cost of sales resulting from increasing raw coffee prices and additional costs to roast coffee off premises while we were reorganizing our factory and operations. Our expenses were $199,718 and $42,321 for the six months ended October 31, 2012 and 2011. The expenses for October 31, 2012 increased due to an increase in operating expenses from higher office and administration costs and an amortization of discount on bonds of $9,030. We incurred losses of $183,522 and $774 during the six months ended October 31, 2012 and 2011. The currency translation adjustments were a gain of $889 and loss of $6,359, respectively. Consequently, our losses for the six months ended October 31, 2012 and 2011 were $182,633 and $7,133.
Our sales for the three months ended October 31, 2012 and 2011 were $63,621 compared to $53,629. The increase of about 18.6 % is attributable to an increase in sales to existing and new wholesale customers. Cost of sales were $66,647 and $35,725, respectively, and our gross margins for the three months ended October 31, 2012 and 2011 were loss of $3,026 and profit of $17,904 (33% of sales). The gross margin changes are due to increased costs associated with roasting coffee off premises while we were reorganizing our factory and operations. Our expenses were $106,753 and $29,657for the six months ended October 31, 2012 and 2011. The expenses for October 31, 2012 increased due to an increase in operating expenses from higher office and administration costs and an amortization of discount on bonds of $4,515. We incurred losses of $109,779 and $11,753 during the three months ended October 31, 2012 and 2011. The currency translation adjustments losses were $1,498 and $4,476, respectively. Consequently, our losses for the three months ended October 31, 2012 and 2011 were $111,277 and $16,229.
Liquidity and Capital Resources
Provided below are selected financial data about us for the six months ended October 31, 2012 and year ended April 30, 2012. The financial statements and notes thereto are included in this Report under Financial Statements.
Consolidated Balance Sheet Data:
October 31, 2012
April 30, 2012
As of October 31, 2012, we had $14,502 in cash in the bank, receivables of $49,576, inventory of $23,081 and prepaid expenses of $21,366, while our accounts payable and accruals were $140,490, payables to shareholder $120,000 and other payables $420,552. Goodwill of $4,402,737 was recorded from the acquisition of DTS8 Holdings and a bond payable of $3,918,729. Since our inception on March 27, 2009, we have incurred accumulated
losses of $832,235 to October 31, 2012. Upon our acquisition of DTS8 Coffee, we issued bonds payable to the vendor, Sean Tan, our Chief Executive Officer, for $4,000,000. The bonds are payable at the end of sixty (60) calendar months, April 29, 2017, or earlier on a mutually agreed date. The bonds payable bear an interest rate of three percent (3%) per annum. Interest on the bonds is calculated, accrued and paid annually. A discount charge of $81,271 was recorded as of October 31, 2012. In October 2012, we received $170,000 from an offering of 680,000 shares of our common stock at a price of $0.25 per share. The $170,000 raised from the offering was applied to working capital.
We invested $27,764 to establish another subsidiary DTS8 Coffee (Huzhou) Co. Ltd. to be located in Huzhou, Zhejiang Province, China. We will own one hundred percent (100%) of the issued and outstanding shares of the new company. The incorporation and licensing process were not completed as of the date of this Report.
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred material recurring losses from operations. As of October 31, 2012, the Company had an accumulated deficit of $832,235, limited cash and unprofitable operations. These factors, among others, indicate that the Company may be unable to continue as a going concern for a reasonable period of time. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. Any failure to generate revenue and profits will raise substantial doubt about the Company's ability to continue as a going concern.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
Critical Accounting Policies & Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make a variety of estimates and assumptions that affect (1) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and (2) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements. Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results of operation and/or financial condition. We have identified certain accounting policies that we believe are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 4 of the notes to the financial statements included in this Report.
Seasonality and Other Factors That May Affect Our Future Results
Historically, coffee consumption is affected by weather seasons in China. We have experienced increased sales during the winter season, and a decline in sales, compared to winter sales, during the summer season in China. Our quarterly revenues are affected by seasonality but we may conceal the impact of the seasonal influences due to the growth in our revenue. Because of the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year.
The availability and price of high quality Arabica coffee beans could impact our profitability and growth of our business. Our principal raw material is green coffee beans. We source our green coffee beans from coffee farmers and brokers. Although most coffee beans are traded in the commodity market, the high-grade Arabica coffee beans we buy tend to trade on a negotiated basis at a substantial premium above commodity coffee prices, depending upon
the supply and demand at the time of purchase. If we are unable to source sufficient quantities of green coffee beans to meet our demands for growth and expansion, then our business could be negatively impacted.
The prices we pay for coffee beans are subject to movements in the commodity market for coffee. The price can fluctuate depending on such things as weather patterns in coffee-producing countries, economic and political conditions affecting coffee-producing countries, foreign currency fluctuations, coffee-producing countries export quotas, commodity market investor activity and general economic conditions. In addition, coffee bean prices have been affected in the past, and may be affected in the future, by the actions of certain organizations and associations that have historically attempted to influence commodity prices of coffee beans through agreements establishing export quotas or restricting coffee supplies worldwide. If the price for coffee beans increases and we are not able to adjust our pricing and cost structure accordingly, our margins and profitability will decrease. Our ability to raise sales prices in response to rising coffee bean prices may be limited and depends largely on what our competitors do in response to price pressures, and our profitability could be adversely affected if coffee bean prices were to rise substantially. Moreover, passing price increases on to our customers could result in losses in sales volume or margins in the future. Similarly, rapid sharp decreases in the cost of coffee beans could also force us to lower sales prices before we have realized cost reductions in our coffee bean inventory.
Our roasting methods are not proprietary but are essential to the quality of our coffee, and our business would suffer if our competitors were able to duplicate them. We consider our roasting methods essential to the flavor and richness of our coffee and, therefore, essential to our DTS8 Coffee brand. Because our roasting methods cannot be patented, we are unable to prevent competitors from copying our roasting methods if such methods became known. If our competitors copy our roasting methods, we may lose customers to our competitors. In addition, competitors may be able to develop roasting methods that are more advanced than our roasting methods, which may also harm our competitive position.
Our operations in Shanghai, China, may be adversely affected by factors outside of our control. As a result, our business and operations are subject to a number of additional risks, including international economic and political conditions and the possibility of instability, differing cultures and consumer preferences, corruption, anti-American sentiment, diverse government regulations and tax systems, currency regulations and fluctuations and uncertain. Although we believe we have obtained all the requisite approvals to do business in China, there is no assurance that we would be able to obtain additional new license, permits or other approvals on a cost-effective basis or in a timely manner to prevent disruption to our business and operations.
Since our business is highly dependent on a single product; gourmet roasted coffee, we are vulnerable to changes in consumer preferences and economic conditions that could harm our financial results. Competition in the gourmet coffee market is becoming increasingly intense as relatively low barriers to entry encourage new competitors to enter the market. The financial, marketing and operating resources of these new market entrants may be greater than our resources. In addition, some of our existing competitors or potential competitors have substantially greater financial, marketing and operating resources, which may allow them to react to changes in pricing generally better than we can. Our failure to compete successfully against current or future competitors could have an adverse effect on our business, including loss of customers, and declining revenue. With limited operating capital in a rapidly evolving and highly competitive coffee industry, we will encounter financial difficulties.
If we fail to continue to develop and maintain our DTS8 Coffee brand, our business could suffer. We believe that maintaining and developing our brand is critical to our success and our growth strategy and that the importance of brand recognition is significant as a result of competitors offering products similar to our products. We have made marketing expenditures to create and maintain brand loyalty as well as to increase awareness of our brand. If our brand-building strategy is unsuccessful, these expenses may never be recovered, and we may be unable to increase our future sales or implement our business strategy.
The coffee market in China is highly fragmented, and coffee brands are being established across multiple distribution markets. Several competitors are aggressive in obtaining distribution to retailers, coffee shops, commercial roasters, gourmet retailers and coffee brokers. We have only begun to penetrate those markets which give other competitors advantages over us based on their earlier entry into these distribution markets. Since our business strategy is centered on a single product, coffee, if the demand for coffee decreases, our business could
suffer. Additionally, if we fail to continue developing and maintaining the quality of the coffee we sell, our business revenue and profitability could be adversely affected.
We have only one coffee roasting facility. A significant interruption in the operation of our roasting and warehousing facility could potentially disrupt our operations. Our roasting and warehousing facility is located in Shanghai, China, A significant interruption as a result of a natural disaster, technical or labor difficulties, fire or other causes could cause a shortage of coffee for our customers and significantly impair our ability to operate our business.
A significant portion of our anticipated revenue from green bean coffee will be realized during Chinas coffee harvest season, which is from October to March. Any coffee tree and/or coffee bean diseases and/or severe adverse weather conditions such as a prolonged period of drought and rain, would have an adverse effect upon the production and supply of quality coffee at a reasonable price, which, in turn would directly impact our ability to market and sell coffee in the United States. Decreased availability of quality coffee would have an adverse effect on our purchasing costs, revenue and profitability and would jeopardize our ability to grow our business.
Coffee trades on the commodities market. The supply and price of coffee is affected by multiple factors in the various producing countries, including: weather, political, and economic conditions. We purchase and sell our coffee on a negotiated basis based upon the supply and demand at the time of purchase/sale. The benchmark (beginning) price will be directly tied to the then current prevailing price of New York C futures coffee contracts trading on the New York Coffee, Sugar & Cocoa Exchange. If the cost of coffee increases, we may not be able to pass along those costs to our customers because of the competitive nature of the coffee industry. If we are unable to pass along increased coffee costs, our margins will decrease and profitability will suffer accordingly.
Our ability to continue with our business is subject to our ability to continue generating additional revenue. Our ability to continue as a going concern is an issue raised by our auditors in their audit report for the year ended April 30, 2012, as a result of our limited revenue and accumulated losses. There are no assurances that we may be successful in generating any additional revenue. To fund our ongoing operations, we may be forced to find alternate sources of financing, which at this time cannot be assured. If we are unsuccessful in securing such financing on acceptable terms, our potential as a going concern could be affected and our ability to continue with our business would be harmed. In such event, we may curtail or cease our operations.
We may need additional capital. We require substantial working capital to fund our business. If we do not generate enough cash from operations to finance our business in the future, we will need to raise additional funds through public or private financing. Selling additional stock could dilute the equity interests of our stockholders. If we borrow money, we will have to pay interest and may also have to agree to restrictions on our operating flexibility. The borrowing of additional monies may put a strain on the Companys cash flow and ability to develop and or expand its products and business. There are no guarantees that we will be able to obtain additional financing or that if such financing is available that it will be on terms satisfactory to the Company. See Managements Discussion and Analysis of Financial Condition and Operations".
Our Chief Executive Officer lacks coffee sales experience and may have difficulty selling the Chinese grown coffee to potential customers in the United States. Our ability to implement the sales and marketing strategies are partially dependent on our Chief Executive Officers ability to increase awareness and recognition of Chinese grown coffee in the United States. We may fail to implement our sales and marketing strategies or we may use our resources on sales and marketing strategies that ultimately prove to be unsuccessful. Consequently, our revenue and operating results may be adversely affected.
Our gourmet coffee contains caffeine. A number of research studies conclude or suggest that excessive consumption of caffeine may lead to increased heart rate, nausea and vomiting, restlessness and anxiety, depression, headaches, tremors, sleeplessness and other adverse health effects. An unfavorable report on the health effects of caffeine in China could significantly reduce the demand for coffee, which could harm our business and reduce our sales and profitability.
Factors That May Affect Owning Berkeley Coffee & Tea, Inc. Common Stock
As of the date of this Report, our Chairman and Chief Executive Officer owns approximately 29.63% of our outstanding shares of common stock; this allows him to control matters requiring approval of our shareholders. Such concentrated control of the Company may adversely affect the price of our common stock, because it may be more difficult for the Company to attract investors. Investors will know that matters requiring stockholders consent will likely be decided by our officer and director. Our officer and director can control matters requiring approval by our stockholders, including the election of directors. Moreover, if our officer and director elects to sell a substantial number of his shares, investors will likely lose confidence in our ability to earn revenue and will see such a sale as a sign that our business is failing. Each of these factors, independently or collectively, will likely harm the market price of our stock.
There is currently a limited trading market for our shares of common stock, there can be no assurance that a more substantial market will ever develop or be maintained. Any market price for shares of common stock of our Company is likely to be very volatile, and numerous factors beyond our control may have a significant adverse effect. In addition, the stock markets generally have experienced, and continue to experience, extreme price and volume fluctuations which have affected the market price of many companies, and which have often been unrelated to the operating performance of these companies. These broad market fluctuations, as well as general economic and political conditions, may also adversely affect the market price of our common stock. Further, there is no correlation between the present limited market price of our common stock and our revenues, book value, assets or other established criteria of value. The present limited quotations of our common stock should not be considered indicative of the actual value of the Company or our common stock.
There is limited public market for our common stock. There can be no assurance that a regular trading market for our common stock will ever develop or that, if developed, it will be sustained. Therefore, purchasers of our common stock should have long-term investment intent and should recognize that it may be difficult to sell the shares, notwithstanding the fact that they are not restricted securities. We cannot predict the extent to which a trading market will develop or how liquid a market might become.
The Penny Stock Reform Act (Securities Exchange Act Sect. 3(a)(51)(A) defines a penny stock as an equity security that is not registered on a national stock exchange or authorized for quotation on NASDAQ, and that sells for under $5.00 per share. The Company will be considered a penny stock under said Act. A purchase of a penny stock is an extremely high risk stock purchase that could result in the entire loss of an individuals investment. Since the Company stock will be considered a penny stock, a broker-dealer is required to provide a risk disclosure statement detailing the inherent risks in investing in a penny stock to a customer prior to recommending the sale of its stock. This could severely limit the ability to create a market for shares of the Companys stock and make it difficult for an investor to liquidate his or her shares.
QUANTITAIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
CONTROL AND PROCEDURES
Evaluation of Controls and Procedures
We recently evaluated the effectiveness of our disclosure controls and procedures, as required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this Report, being October 31, 2012. This evaluation was conducted with the participation of our principal executive officer and our principal accounting officer.
Disclosure controls are those controls and other procedures designed to ensure information we are required to disclose in the reports we file pursuant to the Exchange Act is correctly recorded, processed, summarized and reported. We maintain a system of internal accounting controls that is designed to provide reasonable assurance assets are safeguarded and transactions are executed and properly recorded in accordance with managements
authorization. This system is continually reviewed and augmented by written policies and procedures, the careful selection and training of qualified personnel and an internal audit program to monitor its effectiveness.
Our management does not expect our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
Changes in Internal Control over Financial Reporting
Based upon their evaluation of our controls over financial reporting, as required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act, our principal executive officer and principal accounting officer have concluded that our disclosure controls are, and will be, effective in providing reasonable assurance that material information relating to us is accumulated and communicated to management, including our principal executive and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
PART II - OTHER INFORMATION
As of the date of this Report, there is no litigation pending or threatened by or against the Company. However, from time to time we may be subject to legal proceedings and claims in the ordinary course of business. Such claims, even if not meritorious, would result in the expenditure by us of significant financial and managerial resources.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In October 2012, we issued 680,000 restricted shares of common stock to three investors at a price of $0.25 per share for total cash proceeds of $170,000. These shares are exempt from registration under Rule 506 of Regulation D promulgated under the Securities Act of 1933 (Act) and Section 4(2) of the Act based upon the fact that the shares were issued in a private transaction without the use of general solicitation or advertising to only three investors who we believe are capable of evaluating the merits and risks of an investment in our common stock. The gross proceeds of $170,000 were used for working capital.
The Company does not have any stock repurchase plan.
DEFAULT UPON SENIOR SECURITIES
MINE SAFETY DISCLOSURES
As of the date of this Report, the Companys management are unaware of any additional information to be reported on Form 8-K during the quarter ended October 31, 2012.
No material changes were made to the procedures by which security holders may recommend nominees to the Companys board of directors.
Articles of Incorporation
Code of Conduct
Section 302 Certification
Section 906 Certification
XBRL Taxonomy Extension Schema
XBRL Taxonomy Extension Calculation
XBRL Taxonomy Extension Definition
XBRL Taxonomy Extension Labels
XBRL Taxonomy Extension Presentation
* XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BERKELEY COFFEE & TEA, INC.
/s/ Sean Tan
President, Chief Executive Officer
Chief Financial Officer, Treasurer
Secretary and Director
(Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer)
Date: December 12, 2012