Attached files
file | filename |
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EX-31.2 - HBP Energy Corp. | acertification312.htm |
EX-31.1 - HBP Energy Corp. | acertification311.htm |
EX-32.1 - HBP Energy Corp. | acertification321.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION Form 10-Q/A |
Mark One
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2013
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File No. 333-185857
LIDO INTERNATIONAL, CORP.
(Exact name of registrant as specified in its charter)
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Nevada | 7380 | 99-0381728 |
(State or jurisdiction of incorporation | Primary Standard Industrial | IRS Employer |
Col. Sensunapan I, Pje. 4, # 23
Sonsonate, El Salvador, SV-106010100
(Address of principal executive offices)
011-503-7465-8671
(Issuers telephone number)
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Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X ] No[ ]
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.
N/A
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes[ ] No[ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the most practicable date:
Class | Outstanding as of June 6, 2013 |
Common Stock, $0.001 | 4,895,000 |
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LIDO INTERNATIONAL, CORP.
Form 10-Q
Part 1 | FINANCIAL INFORMATION |
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Item 1 | 4 | |
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| 5 | |
| 6 | |
| 7 | |
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 8 |
Item 3. | 10 | |
Item 4. | 10 | |
Part II. | OTHER INFORMATION |
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Item 1 | 10 | |
Item 2. | 11 | |
Item 3 | 11 | |
Item 4 | 11 | |
Item 5 | 11 | |
Item 6 | Exhibits | 11 |
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LIDO INTERNATIONAL, CORP. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS (UNAUDITED) | |||
| APRIL 30, 2013 | OCTOBER 31, 2012 | |
ASSETS |
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Current Assets |
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| Cash | $ 20,192 | $ 4,100 |
| Total current assets | 20,192 | 4,100 |
Total assets | $ 20,192 | $ 4,100 | |
LIABILITIES AND STOCKHOLDERS EQUITY | |||
Current Liabilities | |||
| Loan from shareholder | $ 2,474 | $ 374 |
| Total current liabilities | 2,474 | 374 |
Total liabilities | 2,474 | 374 | |
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Stockholders Equity | |||
| Common stock, $0.001 par value, 75,000,000 shares authorized; |
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| 4,895,000 shares and 4,000,000 shares issued and outstanding as of April 30, 2013 and October 31, 2012, respectively | 4,895 | 4,000 |
| Additional paid-in-capital | 25,955 | - |
| Deficit accumulated during the development stage | (13,132) | (274) |
Total stockholders equity | 17,718 | 3,726 | |
Total liabilities and stockholders equity | $ 20,192 | $ 4,100 |
The accompanying notes are an integral part of these unaudited financial statements.
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LIDO INTERNATIONAL, CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF EXPENSES (UNAUDITED) | |||
| Three months ended April 30, 2013 | Six months ended April 30, 2013 | For the period from inception (October 15, 2012) to April 30, 2013 |
Revenue | $ - | $ 1,200 | $ 1,200 |
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Expenses |
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General and administrative expenses | 8,509 | 14,058 | 14,332 |
Net loss from operations | (8,509) | (12,858) | (13,132) |
Net loss | $ (8,509) | $ (12,858) | $ (13,132) |
Loss per common share Basic and Diluted | (0.00) | (0.00) |
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Weighted Average Number of Common Shares Outstanding-Basic and Diluted | 4,451,011 | 4,221,768 |
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The accompanying notes are an integral part of these unaudited financial statements.
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LIDO INTERNATIONAL, CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED) | |||
| Six months ended April 30, 2013 | For the period from inception (October 15, 2012) to April 30, 2013 | |
Operating Activities |
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| Net loss | $ (12,858) | $ (13,132) |
| Net cash used in operating activities | (12,858) | (13,132) |
Financing Activities |
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| Proceeds from sale of common stock | 26,850 | 30,850 |
| Proceeds from loan from shareholder | 2,100 | 2,474 |
| Net cash provided by financing activities | 28,950 | 33,324 |
Net increase(decrease) in cash and equivalents | 16,092 | 20,192 | |
Cash and equivalents at beginning of the period | 4,100 | - | |
Cash and equivalents at end of the period | $ 20,192 | $ 20,192 | |
| Supplemental cash flow information: |
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| Cash paid for: |
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| Interest | $ - | $ - |
| Taxes | $ - | $ - |
The accompanying notes are an integral part of these unaudited financial statements.
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LIDO INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2013
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Companys most recent Annual Financial Statements filed with the SEC on Form S-1. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.
NOTE 2 GOING CONCERN
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $13,132 as of April 30, 2013 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Companys ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.
NOTE 3 COMMON STOCK
In March and April 2013 the Company issued 895,000 shares of its common stock at $0.03 per share for total proceeds of $26,850.
NOTE 4 RELATED PARTY TRANSACTIONS
For the period from inception (October 15, 2012) to April 30, 2013, the President advanced $2,100 to the Company. As of April 30, 2013 total loan amount was $2,474. The loan is non-interest bearing, due upon demand and unsecured.
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FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
GENERAL
LIDO INTERNATIONAL, CORP. (LIDO, "the Company", our or "we") was incorporated under the laws of the State of Nevada on October 15, 2012. Our registration statement has been filed with the Securities and Exchange Commission on January 3, 2013 and has been declared effective on February 28, 2013.
CURRENT BUSINESS OPERATIONS
Lido International, Corp. operates a consulting business in commercial cultivation of champignon mushrooms, including but not limited to consulting in process engineering, improvement of production methods, fruiting techniques, spore measurements, mushroom quality, packaging, changes in growing on different strains or developing more adequate harvesting methods, quality of raw materials, recipe, homogeneity, logistics, the process of composting and hygiene and instructing and training of staff in El Salvador.
We are a development stage company and we have just recently started our operations. To date, our business operations have been limited to primarily, the development of a business plan, the completion of private placements for the offer and sale of our common stock, discussing the offers of consulting services with potential customers, and the signing of the consulting agreement with AgroServico Dos Banderas, an El Salvador based company. To date the revenue of $1,200 was recognized pursuant to the signed service agreement.
RESULTS OF OPERATION
We are a development stage company with limited operations since our inception on October 15, 2012 to April 30, 2013. As of April 30, 2013, we had total assets of $20,192 and total liabilities of $2,474. Since our inception to April 30, 2013, we have accumulated a deficit of $13,132. We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
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Three Month Period Ended April 30, 2013 Compared to the period from Inception (October 15, 2012) to April 30, 2013
Our net loss for the three month period ended April 30, 2013 was $8,509 compared to a net loss of $13,132 during the period from inception (October15, 2012) to April 30, 2013. During the period from inception (October15, 2012) to April 30, 2013 we generated revenues of $1,200.
During the three month period ended April 30, 2013, we incurred general and administrative expenses and professional fees of $8,509 compared to $14,332 incurred during the period from inception (October 15, 2012) to April 30, 2013. General and administrative and professional fee expenses incurred during the three month period ended April 30, 2013 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.
LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 2013
As at April 30, 2013 our current assets were $20,192 compared to $4,100 in current assets at October 31, 2012. As at April 30, 2013, our current liabilities were $2,474. Current liabilities were comprised entirely of $2,474 in advance from director.
Stockholders equity increased from $3,726 as of October 31, 2012 to $17,718 as of April 30, 2013.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the three month period ended April 30, 2013, net cash flows used in operating activities was $12,858. Net cash flows used in operating activities was $13,132 for the period from inception (October 15, 2012) to April 30, 2013.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the six month period ended April 30, 2013, we generated net cash flows of $28,950 from financing activities. For the period from inception (October 15, 2012) to April 30, 2013, net cash provided by financing activities was $33,324 received from proceeds from issuance of common stock and advance from director.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
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OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
GOING CONCERN
The independent auditors' report accompanying our October 31, 2012 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
No report required.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuers management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2013. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended April 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No report required.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
Exhibits:
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| Lido International, Corp. |
Dated: June 6, 2013 | By: /s/ Maria de Los Angeles Morales Ramon |
| Maria de Los Angeles Morales Ramon, President and Chief Executive Officer and Chief Financial Officer |
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