UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

 

FORM 10-Q

____________________________

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2012

[  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File # 333-174894

 

Patriot Berry Farms, Inc.

(formerly GAIA REMEDIES, INC.)

(Exact name of small business issuer as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

 

38-3832726

(IRS Employer Identification Number)

One World Trade Center, 121 SW Salmon Street, Suite 1100

Portland, OR 97204

 (Address of principal executive offices)

00 44 7769 900130

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required 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 day. [X]  Yes    [  ] 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-Y (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X]    NO [  ]

 

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [   ]	Accelerated filer  [   ]
Non-accelerated filer   [   ]	Smaller reporting company  [X]

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

As of February 19, 2013, there are 69,720,000 shares of common stock outstanding.

All references in this Quarterly Report on Form 10-Q to the terms “we”, “our”, “us”, the “Company”, “Patriot” and the “Registrant” refer to Patriot Berry Farms, Inc. unless the context indicates another meaning.  

 

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PATRIOT BERRY FARMS, INC.

(formerly GAIA REMEDIES, INC.)

 

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	Page
Item 1.  Financial Statements	4
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3.  Quantitative and Qualitative Disclosures About Market Risk	7
Item 4.  Controls and Procedures	7
PART II - OTHER INFORMATION
Item 1.  Legal Proceedings	8
Item 1A.  Risk Factors	8
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3.  Defaults Upon Senior Securities	8
Item 4.  Mine Safety Disclosures (Not Applicable)	8
Item 5.  Other Information	8
Item 6.  Exhibits	9
SIGNATURES	10

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 PART I - FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

PATRIOT BERRY FARMS, INC.

(formerly GAIA REMEDIES, INC.)

DECEMBER 31, 2012 AND 2011

Index to Financial Statements

Contents	Page (s)
Balance Sheets at December 31, 2012 (Unaudited) and March 31, 2012	F-1
Statements of Operations for the Three and Nine Months Ended December 31, 2012 and 2011 (Unaudited)	F-2
Statements of Cash Flows for the Nine Months Ended December 31, 2012 (Unaudited)	F-3
Notes to the Financial Statements (Unaudited)	F-4 - F-5

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PATRIOT BERRY FARMS, INC.

(formerly GAIA REMEDIES, INC.)

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

As of December 31, 2012 and March 31, 2012

(Unaudited)

ASSETS	December 31, 2012			March 31, 2012
Current assets
Cash	$	-		$	12,686
Total current assets		-			12,686
Total assets	$	-		$	12,686
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities	$	1,400		$	-
Total current liabilities		1,400			-
Total liabilities		1,400			-
Commitments
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $.001 par value, 100,000,000 shares authorized, 5,557,500 shares issued and outstanding		5,558			5,558
Additional paid in capital		40,992			40,992
Deficit accumulated during the development stage		(47,950)			(33,864)
Total stockholders’ equity (deficit)		(1,400)			12,686
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	-		$	12,686

See accompanying notes to financial statements.

F-1

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PATRIOT BERRY FARMS, INC.

(formerly GAIA REMEDIES, INC.)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

For the three and nine months ended December 31, 2012 and 2011

For the period from December 15, 2010 (Inception) through December 31, 2012

(Unaudited)

 

		Three months ended December 31, 2012	Three months ended December 31, 2011	Nine months ended December 31, 2012	Nine months ended December 31, 2011	Inception through December 31, 2012
General and administrative expenses:
Professional fees		$     1,576	$   4,407	$ 10,792	$   23,492	$ 40,060
Other		645	618	3,294	3,025	7,890
Total general and administrative expenses		2,221	5,025	14,086	26,517	47,950
Net loss		$  (2,221)	$(5,025)	$(14,086)	$(26,517)	$(47,950)
Net loss per share:
Basic and diluted		$  (0.00)	$ (0.00)	$ (0.00)	$  (0.00)
Weighted average shares outstanding:
Basic and diluted		88,920,000	88,920,000	88,920,000	88,920,000

 

See accompanying notes to financial statements.

F-2

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PATRIOT BERRY FARMS, INC.

(formerly GAIA REMEDIES, INC.)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

For the nine months ended December 31, 2012 and 2011

for the period from December 15, 2010 (Inception) through December 31, 2012

(Unaudited)

	Nine months ended December 31, 2012			Nine months ended December 31, 2011			Inception through December 31  2012
CASH FLOWS FROM OPERATIONS
Net loss	$	(14,086)		$	(26,517)		$	(47,950)
Adjustments to reconcile net loss to cash used by operating activities
Increase in accrued expenses		1,400			-			1,400
CASH FLOWS USED IN OPERATING ACTIVITIES		(12,686)			(26,517)			(46,550)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		-			-			46,550
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		-			-			46,550
NET CHANGE IN CASH		(12,686)			(26,517)			-
Cash, beginning of  period		12,686			41,822			-
Cash, end of period	$	-		$	15,305		$	-
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	-		$	-		$	-
Income tax paid	$	-		$	-		$	-

See accompanying notes to financial statements.

F-3

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PATRIOT BERRY FARMS, INC.

(formerly GAIA REMEDIES, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2012

(Unaudited)

NOTE 1 - NATURE OF BUSINESS

Nature of Business

Patriot Berry Farms, Inc. (formerly Gaia Remedies, Inc. (“Patriot” or the “Company”) was incorporated in Nevada on December 15, 2010 under the name of Gaia Remedies Inc.). Patriot is in the business of the online retail sale of all natural pet remedies. Patriot is a development stage company and has not yet realized any revenues from its planned or any other operations.  On December 27, 2012, a change in control occurred as a director of the Company purchased 3,400,000 shares of common stock of the company. On January 28, 2013, the Company changed its name to Patriot Berry Farms, Inc.  

The accompanying unaudited interim financial statements have been prepared by Patriot Berry Farms, Inc. (the “Company”) pursuant to the rules and regulations of the United States Securities and Exchange Commission.  Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included.  Such adjustments consist of normal recurring adjustments.  These interim financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended March 31, 2012.

NOTE 2 - GOING CONCERN

Patriot has a loss and has a deficit accumulated during the development stage of $47,950 as of December 31, 2012.  Patriot's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, Patriot has no current source of revenue. Without realization of additional capital, it would be unlikely for Patriot to continue as a going concern.  Patriot’s management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, revenues from the operations of its online retail business. Patriot’s ability to continue as a going concern is dependent on these additional cash financings and, ultimately achieving profitable operations through operations of its online retail business or otherwise.

F-4

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PATRIOT BERRY FARMS INC.

(formerly GAIA REMEDIES, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2012

(Unaudited)

NOTE 3 - ADVANCE FROM SHAREHOLDER

A previous shareholder of the Company has offered a shareholder loan facility up to $100,000.  The loan facility is unsecured and bears interest at 5% per annum and is payable on demand after December 31, 2012. As of December 31, 2012, the amount outstanding under the shareholder loan facility was $ nil. (March 31, 2012-$nil)

NOTE 4 - SUBSEQUENT EVENTS

On January 28, 2013, the controlling shareholder of the company surrendered for voluntary cancellation, 1,200,000 shares of common stock of the Company for no consideration.  On the same day, the Company executed a 16:1 forward split of the common stock.  The authorized share capital of the Company was not changed as a result of the forward split and is not presented retroactively in the balance sheet.  Earnings per share are calculated based on common stock reflecting the forward stock split.

F-5

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  

Forward-looking statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" relating to the registrant which represent the registrant's current expectations or beliefs, including statements concerning registrant’s operations, performance, financial condition and growth.  For this purpose, any statement contained in this quarterly report on Form 10-Q that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "anticipation", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel and variability of quarterly results, ability of registrant to continue its growth strategy and competition, certain of which are beyond the registrant's control. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements.

The following discussion and analysis should be read in conjunction with the information set forth in the Company’s audited financial statements for the period ended March 31, 2012.

Overview

We are a development stage company with plans to enter into the business of the online retail sale of herbal and homeopathic pet remedies, healthy organic pet treats and pet accessories. We plan to sell products consisting of a wide variety of healthy living and wellness products for animals, such as vitamins, dietary supplements, herbal tinctures, flower remedies, homeopathic remedies, as well as pet treats like: chicken, liver, and beef dog treats, bully sticks and dog chews.

Our company, based in Portland, Oregon, was incorporated under the laws of Nevada on December 15, 2010. Our principal executive offices are located at One World Trade Center, 121 SW Salmon Street, Suite 1100, Portland, Oregon and our telephone number is 44 7769 900130.

On January 28, 2013, the controlling shareholder of the company surrendered for voluntary cancellation, 1,200,000 shares of common stock of the Company for no consideration.  On the same day, the Company executed a 16:1 forward split of the common stock.  The authorized share capital of the Company was not changed as a result of the forward split and is not presented retroactively in the balance sheet.  The Company changed its corporate name to Patriot Berry Farms, Inc. Earnings per share are calculated based on common stock reflecting the forward stock split.

 

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Plan of Operation

Our plan of operation is to finish construction of our website and commence selling our product line.

Results of Operations

Nine Months Ended December 31, 2012 and 2011

Revenues

We did not generate any revenues during the reporting period.

Expenses

We incurred operating expenses in the amount of $14,086 during the nine months ended December 31, 2012 compared to $26,517 for the corresponding period in 2011.

Net Loss

We incurred a net loss of $14,086 during the nine months ended December 31, 2012, compared to a net loss of $26,517 for the corresponding period in 2011.  

Three Months Ended December 31, 2012 and 2011

Revenues

We did not generate any revenues during the reporting period.

Expenses

We incurred operating expenses in the amount of $2,221 during the three months ended December 31, 2012 compared to $5,025 for the corresponding period in 2011.

Net Loss

We incurred a net loss of $2,221 during the three months ended December 31, 2012, compared to a net loss of $5,025 for the corresponding period in 2011.  

LIQUIDITY AND CAPITAL RESOURCES

Since its inception, the Company has financed its cash requirements from the sale of common stock. Uses of funds have included activities to establish our business, professional fees and other general and administrative expenses.

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The amount outstanding under former shareholder loan facilities was $ nil as of December 31, 2012.

We believe the Company will have adequate resources to implement its strategic objectives in upcoming quarters. Due to our lack of operating history and present inability to generate revenues, however, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern.

Material Events and Uncertainties

Our operating results are difficult to forecast. Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable exploration stage companies.

There can be no assurance that we will successfully address such risks, expenses and difficulties.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures

 

As of the end of the period covered by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of the Company's Principal Executive Officer and Principal Financial Officer (the “Certifying Officers”) of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e)) under the Exchange Act. Based on that evaluation, the Certifying Officers have concluded that, as of the Evaluation Date, the disclosure controls and procedures in place were adequate to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations.

Internal control over financial reporting

The Certifying Officers reviewed our internal control over financial reporting (as defined in rules 13a-15(f) and 15d-15(f)) under the Exchange Act as of the Evaluation Date and concluded that no changes occurred in such control or in other factors during the quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There is no litigation pending or threatened by or against us.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company did not make any sales of equity securities during the quarter.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company has no senior securities outstanding.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.  

ITEM 5. OTHER INFORMATION

On January 28, 2013, the Registrant’s board of directors voted to (i) change Registrant’s name to “Patriot Berry Farms, Inc.”, and (ii) cause a 16:1 forward split of the Company’s common stock (the “Forward Split”).  The record date for the Forward Split and name change is February 15, 2013.  The Forward Split and name change were approved by the holders of 62.2% of the Registrant’s common stock on January 28, 2013.  The Forward Split shall not result in any fractional shares, and any resulting fractional shares shall be cancelled with no consideration paid to any holders of any fractional shares.  The Forward Split does not affect the number of Registrant’s authorized shares, which remain at 100,000,000.

Contemporaneously with the Forward Split, the Registrant’s president, Mr. Alexander Houstoun-Boswall retired 1,200,000 of his common shares to treasury for no further consideration.  

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ITEM 6. EXHIBITS

EXHIBIT INDEX

Number	Exhibit Description
3.1	Articles of Incorporation of Gaia Remedies, Inc. *
3.2	Bylaws of Gaia Remedies, Inc.*
31.1	Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*    Filed as an exhibit to our registration statement on Form S-1 filed June 15, 2011 and incorporated herein by this reference

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 19, 2013

GAIA REMEDIES, INC.

/s/  Alexander Houstoun-Boswall

Alexander Houstoun-Boswall

President (Principal Executive Officer) and Treasurer (Principal Financial Officer)

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