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EX-31.1 - CERTIFICATION - GLOBAL CONDIMENTS, INC.ex31one.htm
EX-31.2 - CERTIFICATION - GLOBAL CONDIMENTS, INC.ex31two.htm
EX-32 - CERTIFICATION - GLOBAL CONDIMENTS, INC.ex32one.htm

 

 


 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

(Mark One)

 

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2013

 

OR

 

[    ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

 

From the transition period from ___________ to ____________.

 

Commission File Number 333-138111

 

GLOBAL CONDIMENTS, INC.

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

 

Nevada   27-1458154
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification No.)

 

415 East Calder Way, State College, Pennsylvania 16801

(Address of principal executive offices)

 

  (814) 237-0134

(Issuer's telephone number)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:.  Yes [ X ]   No [     ].

 

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

 

   Large Accelerated Filer [  ] Accelerated Filer [  ]
     
   Non-Accelerated Filer [  ] Smaller Reporting Company [X] 

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its website, if any, every Interactive File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS325.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files), Yes [ ] No [X ]

 

As of November 18, 2013, there were 7,581,736 shares of Common Stock of the issuer outstanding.

 

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TABLE OF CONTENTS

 

 

  PART I FINANCIAL STATEMENTS  
     
Item 1 Consolidated Financial Statements 3
     
Item 2 Management’s Discussion and Analysis or Plan of Operation 8
     
  PART II OTHER INFORMATION  
     
Item 1 Legal Proceedings 11
Item 2 Changes in Securities 11
Item 3 Default upon Senior Securities 11
Item 4 Submission of Matters to a Vote of Security Holders 11
Item 5 Other Information 11
Item 6 Exhibits 11

 

 

 

 

 

 

2
 

 

 

 

GLOBAL CONDIMENTS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
   September 30,  December 31,
ASSETS  2013  2012
Current Assets   

 

 

      
    Cash  $58,743   $100,246 
    Accounts Receivable, net   1,631    6,712 
    Other Current Assets   2,358    —   
        Total Current Assets   62,732    106,958 
           
    Fixed Assets, net of accumulated depreciation of $7,304 and $6,898, respectively   —      406 
           
TOTAL ASSETS  $62,732   $107,364 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current Liabilities          
    Accounts Payable – Related Party  $13,374   $5,895 
    Accounts Payable – Trade   2,596    9,841 
        Total Current Liabilities   15,970    15,736 
           
TOTAL LIABILITIES   15,970    15,736 
           
Stockholders’ Equity          
    Preferred Stock, $0.001 par value, 20,000,000 authorized,          
            -0-  issued and outstanding at September 30, 2013 and December 31, 2012   —      —   
    Common Stock, $0.001 par value, 50,000,000 authorized,          
            7,581,736 issued and outstanding at September 30, 2013 and December 31, 2012   7,582    7,582 
    Additional Paid-in-capital   336,320    336,320 
   Accumulated Deficit   (297,140)   (252,274)
    Total Stockholders’ Equity   46,762    91,628 
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $62,732   $107,364 
           
See accompanying notes to unaudited consolidated financial statements.

 

 

 

 

 

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GLOBAL CONDIMENTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(Unaudited)

 

   Three Months Ended  Nine months Ended
   September 30, 2013  September 30, 2012  September 30, 2013  September 30, 2012
             
             
  Revenue  $19,711   $17,430   $52,972   $67,089 
  Cost of Revenues   14,364    13,905    41,953    52,405 
  Gross Profit   5,347    3,525    11,019    14,684 
                     
Operating Expenses:                    
   Depreciation and Amortization   —      608    406    1,826 
   Selling and Advertising Expenses   2,741    491    13,291    3,101 
   General and Administrative   9,978    13,627    42,245    66,293 
    Total Operating Expenses   12,719    14,726    55,942    71,220 
                     
Operating Loss   (7,372)   (11,201)   (44,923)   (56,536)
                     
Other Income                    
    Interest Income   13    53    57    301 
    Total Other Income   13    53    57    301 
                     
Net Loss  $(7,359)  $(11,148)  $(44,866)  $(56,235)
                     
                     
Basic and Diluted Loss per share  $(0.00)  $(0.00)  $(0.01)  $(0.01)
                     
Weighted Average Shares Outstanding:                    
Basic and Diluted   7,581,736    7,581,736    7,581,736    7,581,736 

 

 

See accompanying notes to unaudited consolidated financial statements.

 

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GLOBAL CONDIMENTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 and 2012
(Unaudited)
 
    September 30,    September 30, 
    2013    2012 
CASH FLOWS FROM OPERATING ACTIVITIES          
    Net Loss  $(44,866)  $(56,235)
    Adjustments to reconcile net loss to net cash          
            used by operating activities:          
                Depreciation Expense   406    1,826 
        Changes in operating assets and liabilities:          
                Accounts Receivable, net   5,081    4,490 
                Other Current Assets   (2,358)   (7,549)
                Accounts Payable – Related Party   7,479    (5,842)
                Accounts Payable   (7,245)   324 
NET CASH USED IN OPERATING ACTIVITIES   (41,503)   (62,986)
           
           
NET CHANGE IN CASH AND CASH EQUIVALENTS   (41,503)   (62,986)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD   100,246    169,371 
CASH AND CASH EQUIVALENTS AT END OF PERIOD  $58,743   $106,385 
           
SUPPLEMENTAL DISCLOSURES          
   Cash Paid During the Period for Interest Expense  $—     $—   
   Cash Paid During the Period for Taxes  $—     $—   
           
           
           
See accompanying notes to unaudited consolidated financial statements.

 

 

 

 

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 GLOBAL CONDIMENTS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

 

NOTE 1 – NATURE OF ACTIVITIES

 

Nature of Activities, History and Organization:

 

Global Condiments, Inc. (The “Company” or "GLOBAL") operates as an internet wholesaler and retailer of mustard, salsa and other food products.  The Company is located in State College, Pennsylvania and was incorporated on September 17, 2009 under the laws of the State of Nevada.

 

Global Condiments, Inc., is the parent company of Herlocher Foods Online, L.L.C., (“HFO”), a company incorporated under the laws of the State of Pennsylvania. HFO was established on March 2, 2007 and for the past two and a half years has been operating from their offices in State College, PA.

 

GLOBAL was formed in order to acquire 100% of the outstanding membership interests of HFO.  On September 17, 2009, GLOBAL issued 7,000,000 shares of common stock in exchange for a 100% equity interest in HFO.  As a result of the share exchange, HFO became the wholly owned subsidiary of GLOBAL, and the former members of HFO owned a majority of the voting stock of GLOBAL.  The transaction was regarded as a reverse merger whereby HFO was considered to be the accounting acquirer as its members retained control of GLOBAL after the exchange, although GLOBAL is the legal parent company.  The share exchange was treated as a recapitalization of GLOBAL.  As such, HFO (and its historical financial statements) is the continuing entity for financial reporting purposes. The financial statements have been prepared as if HFO had always been the reporting company and, on the share exchange date, changed its name and reorganized its capital stock.

 

 Basis of Presentation and Consolidation:

 

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable Securities and Exchange Commission (“SEC”) regulations for interim financial information. These consolidated financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary to make the consolidated financial statements not misleading, and to present fairly the balance sheets, statements of operations and statements of cash flows for the periods presented in accordance with accounting principles generally accepted in the United States. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to SEC rules and regulations. It is presumed that users of this interim consolidated financial information have read or have access to the audited consolidated financial statements and footnote disclosure for the preceding fiscal year. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the most recent fiscal year ended December 31, 2012 as reported in form 10-K have been omitted.

 

Going Concern

 

At September 30, 2013, the Company has limited revenues and cash flows. As such, the accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have sufficient working capital for its planned activities, which raises substantial doubt about its ability to continue as a going concern.

 

Continuation of the company as a going concern is dependent upon obtaining additional working capital and the management of the Company will accomplish this objective through short-term loans from related parties and additional equity investments, if necessary, which will enable the Company to continue operations for the coming year.

  

Recently Issued Accounting Pronouncements:

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.  

 

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GLOBAL CONDIMENTS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

 

 

NOTE 2 – RELATED PARTY TRANSACTIONS

 

Under a contract with the Company beginning January 1, 2008, Herlocher Foods, Inc. (a company that Mr. Herlocher is a part owner) provides general office space and administrative support at 2-6% of gross sales.  For the nine months ended September 30, 2013 and 2012 the amounts charged were $1,576 and $2,013, respectively.

 

The Company currently purchases all of their products from Herlocher Foods, Inc.   In the nine months ended September 30, 2013 and 2012 the amounts purchased were $42,279 and $53,573, respectively. The Company does not have a written supplier / distributor agreement with Herlocher Foods, Inc., nor is the Company an exclusive distributor. As of September 30, 2013, $5,874 was due to Herlocher Foods, Inc.

 

On September 30, 2009 the Company signed a contract with Herlocher Foods, Inc. to provide management services at a cost of up to $5,000 per month, depending on activity, beginning October 1, 2009.  This agreement can be cancelled by either party with a 30 day written notice.  Total management services expenses for the nine months ended September 30, 2013 and 2012 were $0 and $0.

 

During the nine months ended September 30, 2013, the Company paid $13,400 to Yorkdale Capital, a related party for services provided. As of September 30, 2013, $7,500 was due to Yorkdale Capital.

 

 

NOTE 3 – MAJOR CUSTOMERS

 

The Company has over 150 customers and has one that is greater than 10% of the total revenue. For the nine months ended September 30, 2013, the Company sold $27,730 to Giant Eagle Grocery Stores, or 52% of the Company’s revenues. For the nine months ended September 30, 2012, the comparable sales to Giant Eagle were $41,152 or 61% of the Company’s revenues.

 

 

 

 

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Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS

 

General

 

U.S. e-commerce sales in 2012 were $224.5 billion a 15%+ increase versus 2011 (source: U.S. Department of Commerce, http://www.census.gov/retail/mrts/www/data/pdf/ec_current.pdf). Global Condiments (GLOBAL) continues to try and tap this growing retail segment and although sales are down $14,117, or 21%, versus a year ago, the Company continues to aggressively market its products.

 

Employees

 

We currently employ one employee, the President, who is not compensated.

 

RESULTS FOR THE NINE MONTHS ENDED September 30, 2013 and 2012

 

Our quarter ended on September 30, 2013.  Any reference to the end of the fiscal quarter refers to the end of the third quarter for the period discussed herein.

 

REVENUE.  Revenue for the three months ended September 30, 2013 was $19,711 compared to $17,430 for the three month period ended September 30, 2012.  

 

The increase in revenue in the three month period ended September 30, 2013 of $2,281 is mainly due to increased sales to Giant Eagle of about $3,000. The volume increase was 22% and the revenue increase was 13%. Mustard volume sales were up 22% and revenue 13%.  Salsa volume sales were up 29% and revenue 6%.  Mustard accounted for 98% of the sales for the three months ended September 30, 2013.

 

Revenue for the nine months ended September 30, 2013 was $52,972 compared to $67,089 for the nine month period ended September 30, 2012.  

 

The decrease in revenue in the nine month period ended September 30, 2013 of $14,117 is due to decreased sales to Giant Eagle of about $11,000. The volume decrease was 16% and the revenue decrease was 21%. Mustard volume sales were also down 16% and revenue 21%.  Salsa volume sales were down 21% and revenue 37%.  Mustard accounted for 99% of the sales for the nine months ended September 30, 2013.

 

GROSS PROFIT.  Gross profit for the three months ended September 30, 2013 was $5,347 compared to $3,525 for the three months ended September 30, 2012.   Margins increased in the three months ended September 30, 2013 versus 2012 from 20% to 27%.  The increase is attributable to unfavorable product mix.

 

Gross profit for the nine months ended September 30, 2013 was $11,019 compared to $14,684 for the nine months ended September 30, 2012.   Margins decreased in the nine months ended September 30, 2013 versus 2012 from 27% to 20%.  The decrease is attributable to unfavorable product mix.

 

OPERATING EXPENSES. Total operating expenses for the three months ended September 30, 2013 were $12,719 compared to $14,726 for the three months ended September 30, 2012. Depreciation expense included in the operating expense was $0 and $608 for the three months ended September 30, 2013 and 2012, respectively.

 

The decrease of approximately $2,000 in the three months ended September 30, 2013 is attributed to lower professional fees.

 

Total operating expenses for the nine months ended September 30, 2013 were $55,942 compared to $71,220 for the nine months ended September 30, 2012. Depreciation expense included in the operating expense was $406 and $1,826 for the nine months ended September 30, 2013 and 2012, respectively.

 

The decrease of approximately $13,900 in the nine months ended September 30, 2013 is attributed to lower professional fees of $17,000, general office expenses of about $3,000 and partially offset by an increase in marketing and advertising of about $7,000.

 

NET LOSS. Net loss for the three months ended September 30, 2013 was $7,359 compared to a loss of $11,148 for the three month period ended September 30, 2012.  

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Net loss for the nine months ended September 30, 2013 was $44,866 compared to a loss of $56,235 for the nine month period ended September 30, 2012.  

 

LIQUIDITY AND CAPITAL RESOURCES. The Company reviews its capital needs on both a short term and long term basis.

 

 

Trends, events or uncertainties impact on liquidity:

The Company expects revenue trends to improve toward the holiday and sports seasons.  Off-peak periods will be financed, if needed, through shareholder advances.  

 

In addition to the preceding, the Company plans for liquidity needs on a short term and long term basis as follows:

 

Short Term Liquidity:

We believe our cash balance affords us adequate short term liquidity. We anticipate we will need additional capital to continue our business operations. We have historically financed our operations through equity financing. We do not have any commitments for equity funding at this time. As such there is no assurance that we can raise additional capital from external sources, the failure of which could cause us to curtail operations.

 

Long Term Liquidity:

The long term liquidity needs of the Company are projected to be met primarily through the cash flow provided by operations.

 

Capital Resources

At the time of this filing the Company has no capital commitments.  

 

Trends, events or uncertainties

 

The Company has not been in existence long enough and has limited sales data to determine whether sales fluctuations are truly a result of trends.  The Company believes that sales will trend with promotions that typically follow the holiday and sports seasons.  There are no other known events or uncertainties.

 

Material Changes in Financial Condition

 

WORKING CAPITAL: Working capital for the nine months ended September 30, 2013 decreased by $44,460 to $46,762, versus the year ended December 31, 2012 of $91,222.  This decrease is primarily due the reduction of cash of approximately $41,500.

 

STOCKHOLDER’S EQUITY: Stockholder’s equity for the nine months ended September 30, 2013 decreased by $44,866 to $46,762 due to the net loss for the nine month period.  Please see the section on ‘Results for the Quarter Ended September 30, 2013’ that discusses in more detail the reasons for the loss.

 

GOING CONCERN: The Company has limited operations and has working capital of $46,762 and an accumulated deficit of $297,140 as of September 30, 2013. Because of this accumulated deficit and limited operations, the Company may require additional working capital to survive. The Company intends to raise additional working capital either through private placements or bank loans or loans from management if there is need for liquidity to alleviate the substantial doubt to continuing as a going concern. There are no assurances that the Company will be able to do any of these. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.  If adequate working capital cannot be generated, the Company may not be able to continue its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

 

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Item 3:  Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

 

Item 4.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2013.  This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer, and chief financial officer / principal financial officer who concluded that our disclosure controls and procedures are not effective.

 

Based upon an evaluation conducted for the period ended September 30, 2013, our Chief Executive and Chief Financial Officer as of September 30, 2013 and as of the date of this Report, has concluded that as of the end of the periods covered by this report, we have identified the following material weakness of our internal controls:

 

•  Reliance upon third party financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transaction.

 

•  Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control.

 

In order to remedy our existing internal control deficiencies, as our finances allow, we will hire additional accounting staff.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

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PART II

 

Items No. 1, 2, 3, 4, 5 - Not Applicable.

 

 

Item No. 6 - Exhibits

 

(a)  None

 

(b)   Exhibits

 

 

 Exhibit Number      Name of Exhibit
   
31.1  Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2  Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1  Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.
   
101 XBRL

 

 

 

SIGNATURES

 

In accordance with 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.

 

Global Condiments, Inc.

 

By /s/ Charles C. Herlocher

Charles C. Herlocher, Chief Executive Officer

and  Chief Financial Officer

 

Date: November 18, 2013

 

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