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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:
April 30, 2014
 
 
 
 
 
 
 
[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
 
For the transition period from
___________
to
____________
 
 
 
 
 
 
 
 
Commission file number:
333-186197
 
 
 
 
 
 
 
 
 
COLD CAM, INC.
 
 
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Nevada
 
 
46-1504799
 
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
 
 
 
 
 
Rua Loefgreen 1654, ap 113 Sao Paulo, SP, Brasil, 04040-002
 
 
(Address of principal executive offices)   (Zip Code)
 
 
 
 
 
 
 
 
(775) 297-4412
 
 
(Registrant's telephone number, including area code)
 
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes |X| No |_|
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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[  ]  No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer  [  ]
Accelerated filer [   ]
Non-accelerated filer [   ]  (Do not check if a smaller reporting company)
    Smaller reporting company [X]
 
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).
 
Yes |X| No |_|
The number of shares outstanding of the Registrant's Common Stock as of June 9, 2014 was 10,206,000 shares of common stock, $0.001 par value, issued and outstanding.
 




COLD CAM, INC.

QUARTERLY REPORT
TABLE OF CONTENTS

 
 
Page Number
 
 
 
 
PART I – FINANCIAL INFORMATION
 
 
 
 
Item 1
Financial Statements
3
 
 
 
Item 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
11
 
 
 
Item 3
Quantitative and Qualitative Disclosures About Market Risk
14
 
 
 
Item 4
Controls and Procedures
14
 
 
 
 
PART II – OTHER INFORMATION
 
 
 
 
Item 1
Legal Proceedings
15
 
 
 
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
15
 
 
 
Item 3
Defaults Upon Senior Securities
15
 
 
 
Item 4
Mining Safety Disclosures
15
 
 
 
Item 5
Other Information
15
 
 
 
Item 6
Exhibits
15

 
2



 
 
 
 
COLD CAM, INC.
 
(A Development Stage Company)
CONDENSED FINANCIAL STATEMENTS
For the Three and Six Month Periods Ended April 30, 2014 and 2013
And the Period from October 25, 2012 (Inception) to April 30, 2014
 
 
Unaudited
 
CONDENSED BALANCE SHEETS
4
 
 
CONDENSED STATEMENTS OF OPERATIONS
5
 
 
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
6
 
 
CONDENSED STATEMENTS OF CASH FLOWS
7
 
 
NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS
8

3



COLD CAM, INC.
 
(A Development Stage Company)
 
 
CONDENSED BALANCE SHEETS
 
 
 
 
   
 
 
 
April 30, 2014
   
October 31, 2013
 
 
 
(Unaudited)
   
(Audited)
 
 
 
   
 
ASSETS
 
   
 
 
 
   
 
CURRENT ASSETS
 
   
 
Cash & cash equivalents
 
$
-
   
$
841
 
TOTAL CURRENT ASSETS
   
-
     
841
 
 
               
TOTAL ASSETS
 
$
-
   
$
841
 
 
               
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
 
               
CURRENT LIABILITIES
               
Accounts payable and accrued liabilities
 
$
405
   
$
8,361
 
Loans from related party
   
18,733
     
4,993
 
TOTAL CURRENT LIABILITIES
   
19,138
     
13,354
 
 
               
TOTAL LIABILITIES
   
19,138
     
13,354
 
 
               
STOCKHOLDERS' DEFICIT
               
Authorized
               
        Common stock, $0.001 par value, 75,000,000 shares authorized;
               
        10,206,000 shares issued and outstanding, as at April 30, 2014
               
        and October 31, 2013
   
10,206
     
10,206
 
        Additional paid in capital
   
3,914
     
3,914
 
Deficit accumulated during the development stage
   
(33,258
)
   
(26,633
)
TOTAL STOCKHOLDERS' DEFICIT
   
(19,138
)
   
(12,513
)
 
               
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 
$
-
   
$
841
 

The accompanying notes are an integral part of these condensed unaudited financial statements
 

4



 
 
COLD CAM, INC.
 
 
 
(A Development Stage Company)
 
 
 
   
   
   
 
 
 
CONDENSED STATEMENTS OF OPERATIONS
 
 
 
Unaudited
 
 
 
   
   
   
   
 
 
 
Three months
ended
   
Three months
ended
   
Six months
ended
   
Six months
ended
   
For the period from Inception
(October 25, 2012) to
 
 
 
April 30, 2014
   
April 30, 2013
   
April 30, 2014
   
April 30, 2013
   
April 30, 2014
 
 
 
   
   
   
   
 
REVENUE
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
 
                                       
OPERATING EXPENSES
                                       
 
                                       
Office and general
   
405
     
2,400
     
1,125
     
4,102
     
14,508
 
Professional fees
   
1,500
     
1,500
     
5,500
     
7,500
     
18,750
 
Total Operating Expenses
   
1,905
     
3,900
     
6,625
     
11,602
     
33,258
 
 
                                       
Loss before taxes
   
(1,905
)
   
(3,900
)
   
(6,625
)
   
(11,602
)
   
(33,258
)
 
                                       
Provision for taxes
   
-
     
-
                 
-
 
 
                                       
NET LOSS
 
$
(1,905
)
 
$
(3,900
)
 
$
(6,625
)
 
$
(11,602
)
 
$
(33,258
)
LOSS PER COMMON SHARE - BASIC AND DILUTED
                                       
 
$
(0.00
)*
 
$
(0.00
)*
 
$
(0.00
)*
 
$
(0.00
)*
       
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED
                                       
                                       
   
10,206,000
     
10,000,000
     
10,206,000
     
10,000,000
         

 
The accompanying notes are an integral part of these condensed unaudited financial statements

5


COLD CAM, INC.
 
(A Development Stage Company)
 
 
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
 
From Inception (October 25, 2012) to April 30, 2014
 
 
 
 
   
   
   
   
 
 
 
   
   
   
   
 
 
 
   
   
   
 
 
 
Common Stock
   
Additional
   
Deficit
accumulated
during the
   
 
 
 
Number of
   
   
Paid-in
   
development
   
 
 
 
shares
   
Amount
   
Capital
   
stage
   
Total
 
 
 
   
   
   
   
 
Inception (October 25, 2012)
   
-
   
$
-
   
$
-
   
$
-
   
$
-
 
 
                                       
Founder's Shares issued for cash at $0.001
                                       
per share on October 31, 2012
   
10,000,000
     
10,000
     
-
     
-
     
10,000
 
 
                                       
Net loss, for the period
   
-
     
-
     
-
     
(2,717
)
   
(2,717
)
 
                                       
Balance, October 31, 2012 - audited
   
10,000,000
   
$
10,000
   
$
     
$
(2,717
)
 
$
7,283
 
 
                                       
Common shares issued for cash, at $0.02
                           
-
         
per share on July 22, 2013
   
206,000
     
206
     
3,914
             
4,120
 
 
                                       
Net loss for the year
   
-
             
-
     
(23,916
)
   
(23,916
)
 
                                       
Balance, October 31, 2013 - audited
   
10,206,000
   
$
10,206
   
$
3,914
   
$
(26,633
)
 
$
(12,513
)
 
                                       
Net loss, for the six months ended April 30, 2014 - unaudited
   
-
     
-
     
-
     
(6,625
)
   
(6,625
)
 
                                       
Balance, April 30, 2014 - unaudited
   
10,206,000
   
$
10,206
   
$
3,914
   
$
(33,258
)
 
$
(19,138
)

The accompanying notes are an integral part of these condensed unaudited financial statements
 

6


COLD CAM, INC.
 
(A Development Stage Company)
 
 
CONDENSED STATEMENTS OF CASH FLOWS
 
Unaudited
 
 
 
   
   
 
 
 
   
   
 
 
 
Six months ended
   
Six months ended
   
October 25, 2012
(date of inception) to
 
 
 
April 30, 2014
   
April 30, 2013
   
April 30, 2014
 
 OPERATING ACTIVITIES
 
   
   
 
Net loss
 
$
(6,625
)
 
$
(11,602
)
 
$
(33,258
)
Adjustment to reconcile net loss to net cash used in operating activities
                       
Changes in operating assets and liabilities:
                       
Increase (decrease) in accounts payable and accruals
   
(7,956
)
   
1,050
     
405
 
 
                       
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
                       
   
(14,581
)
   
(10,552
)
   
(32,853
)
 
                       
INVESTING ACTIVITIES
   
-
     
-
     
-
 
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES
   
-
     
-
     
-
 
 
                       
FINANCING ACTIVITIES
                       
Proceeds from sale of common stock
   
-
     
-
     
14,120
 
Loan from related party
   
13,740
     
1,576
     
18,733
 
NET CASH PROVIDED BY FINANCING ACTIVITIES
                       
   
13,740
     
1,576
     
32,853
 
 
                       
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS
   
(841
)
   
(8,976
)
   
-
 
 
                       
CASH AND CASH EQUIVALNTS,
BEGINNING OF PERIOD
   
841
     
9,000
     
-
 
 
                       
CASH AND CASH EQUIVALENTS, END
OF PERIOD
 
$
-
   
$
24
   
$
-
 
 
                       
Supplemental cash flow information and noncash financing activities:
         
Cash paid for:
                       
Interest
 
$
-
   
$
-
   
$
-
 
Income taxes
 
$
-
   
$
-
   
$
-
 



The accompanying notes are an integral part of these condensed unaudited financial statements
7


COLD CAM, INC.
(A Development Stage Company)
NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

For the three and six month periods ended April 30, 2014 and 2013 and the period from inception (October 25, 2012) to April 30, 2014

NOTE 1 – NATURE OF OPERATIONS

Cold Cam, Inc. ("Cold Cam", "the Company", "we", "us" or "our") was incorporated in the State of Nevada on October 25, 2012. We are a development-stage Company which intends to develop a camera system to be placed on the inside of refrigerator doors.
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q.  Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading.  The results of operations for such interim periods are not necessarily indicative of operations for a full year

Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments
The Company's financial instruments consist of cash and amounts due to its sole officer, director and major stockholder.  The carrying value of the Company's financial instruments approximates their fair value because of the short maturity of these instruments.
8

Revenue Recognition
The Company will recognize revenue in accordance with Accounting Standards Codification No. 605, "Revenue Recognition" ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Advertising
Advertising costs will be expensed as incurred.  No advertising costs were been incurred during the three month and six periods ended April 30, 2014 or 2013.

Income Taxes
Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The Company accounts for income taxes under the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740, "Accounting for Income Taxes".  It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties.  The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company is subject to taxation in the United States.   All of the Company's tax years are subject to examination by Federal and state jurisdictions.

The Company classifies penalties and interest related to income taxes as income tax expense in the Statements of Operations.

Basic and Diluted Net Loss per Share
The Company computes loss per share in accordance with "ASC-260", "Earnings per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company had no potential dilutive debt or equity instruments issued and outstanding during the three and six month periods ended April 30, 2014 or 2013 and accordingly basic loss and diluted loss per share are the same.

Recent Accounting Pronouncements
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company's financial statements.
9


NOTE 3 – GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As at April 30, 2014, the Company has a working capital deficit of $19,138, an accumulated deficit of $33,258 and net loss from operations since Inception (October 25, 2012) of $33,258. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
NOTE 4 - CAPITAL STOCK

The Company's capitalization is 75,000,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.

On October 31, 2012 the Company issued 10,000,000 common shares for total cash proceeds of $10,000

On July 22, 2013 the Company issued 206,000 common shares for total cash proceeds of $4,120

The Company had 10,206,000 shares of common stock issued and outstanding as of April 30, 2014.

As of April 30, 2014, the Company has not granted any stock options and has not recorded any stock-based compensation.
 
NOTE 5 – RELATED PARTY TRANSACTIONS

In support of the Company's efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders or directors.  Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

As of April 30, 2014, our shareholder has advanced to us an amount of $18,733 by way of loan. The loan is non-interest bearing, due upon demand and unsecured.
 
NOTE 6 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued.  Based on our evaluation no events have occurred that require disclosure.
10


ITEM 2. MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events.  You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report.  These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Company History

Cold Cam, Inc. ("Cold Cam", "the Company", "we", "us" or "our") is a development stage company incorporated in the State of Nevada on October 25, 2012. We intend to develop a camera system to be placed on the inside of the refrigerator door. It will take pictures of the contents every time the door closes. Those pictures will appear on a touch screen, which can be seen on the outside of the refrigerator door, eliminating the need to search for items or keep the refrigerator door open for prolonged periods of time. This touch screen would also allow the user to upload pictures, write notations or messages and have a calendar for daily or weekly reminders.

We plan on generating revenue by licensing our product to refrigerator manufacturing companies. We expect to negotiate our compensation based on a percentage of the price of every refrigerator sold with our technology.

At this time, we have not developed our product or contacted any possible client or developer. The Company has not yet implemented its business model and to date, has generated no revenues.

Results of Operations for the Three and Six Months Ended April 30, 2014 Compared to the Three and Six Months Ended April 30, 2013

Revenue

We recognized no revenue in the three or six months ended April 30, 2014 or 2013 as we are a development stage company and have not commenced operations as of yet.

Operating Expenses

During the three months ended April 30, 2014 we incurred operating expenses of $1,905 compared to $3,900 in the three months ended April 30, 2013, a decrease of $1,995. The majority of our expenses were related to ongoing regulatory costs. During the six months ended April 30, 2014 we incurred operating expenses of $6,625 compared to $11,602 in the six months ended April 30, 2013, a decrease of $4,977. The majority of our expenses were related to ongoing regulatory costs.

Net Losses 

During the three months ended April 30, 2014 we incurred losses of $1,905 compared to $3,900 in the three months ended April 30, 2014, due to the factors discussed above.  During the six months ended April 30, 2014 we incurred losses of $6,625 compared to $11,602 in the six months ended April 30, 2013, due to the factors discussed above.

11


Capital resources and Liquidity

As of April 30, 2014 we had $0 in cash, and liabilities of $19,138 compared to $841 cash and $13,354 liabilities as at October 31, 2013.

Operating Activities

During the six months ended April 30, 2014 we used $14,581 in our operating activities compared to $10,552 during the six months ended April 30, 2013. During the six months ended April 30, 2014 we incurred a net loss of $6,625 and paid accounts payable of $7,956. This compared to the six months ended April 30, 2013 when we incurred losses of $11,602 and increased our balance of accounts payable by $1,050.

Investing Activities

We neither generated funds, nor used funds, in investing activities during the six month periods ended April 30, 2014 or 2013, respectively.

Financing Activities

During the six months ended April 30, 2014 we received $13,740 by way of loan from our sole officer, director and principal shareholder compared to $1,576 during the six months ended April 30, 2013.

We have registered 10,206,000 of our common stock for sale to the public.  Our registration statement became effective on June 13, 2013 and we are in the process of seeking equity financing to fund our operations over the next 12 months.  The Company will fail if funds are not either raised in this offering or by loans, either from the President or from other interested parties. If we are unable to raise enough funds through this offering, the Company would have to seek additional capital through debt or equity.

As of the date of this report, the current funds available to the Company will not be sufficient to continue maintaining its reporting status. The Company's sole officer and director, Mr. Kato is committed to provide funds required to maintain the reporting status in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract in place or written agreement securing this agreement. Management believes if the Company cannot maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.

Should the Company fail to raise capital through this offering and Mr. Kato is unwilling or unable to loan the Company funds to proceed with its plans the Company will have to cease all business activities until such time further funds are raised.  As the Company does not currently have enough cash to fund its business plan and may not have enough to pay all of its liabilities; if the Company is unable to raise funds from this offering it may be able to issue restricted common shares to its creditors to satisfy their debts. The Company would only offer its creditors shares to settle debt if unable to raise equity financing. The Company would not settle any related party debt with this type of share offering.  The Company's current debts are to its transfer agenet, and EDGARizer, there is no assurance that any of the Company's creditors would accept restricted shares from the company in exchange for their debts.
12


Plan of Operation

Over the next 12 months, provided that we have raised enough funds, our Company expects to start generating revenue after completing the steps described below. If we do not raise enough cash through this offering, the following plan of operation below will take effect after we raise enough funds to do so.

The expenses referenced herein, including the costs for the materials and equipment, were estimated based on the President's personal expectations and it is not based in any market research or third party professional's opinion. For this reason, there is no certainty that the amounts disclosed will be sufficient to accomplish the objectives listed herein.

Further, we do not know how our prototype will look or operate or what materials and equipment will be needed, as we have not yet hired or contacted any possible developer. However, the Company's President has a vision for the products end use, look and feel.  The product, has essentially 3 major components, a camera, a computer pad and a specific software application. There are many manufactures of various tablet style computers in both China and Taiwan, these are readily available in small volume and at reasonable costs, as well as the camera. The Company intends to hire an overseas application developer to write our application, we will support only the Android operating system as it allows for the widest choice of compatible tablet technology.  The Company's President has done further research on the possibility of using bluetooth technology to eliminate the requirements of wires between the tablet and the camera allowing for easier installation and the possible installation for existing fridges.

1.
Searching for and hiring a developer (length 2 months): We plan on searching for a capable developer for our product. We intend to interview the prospected developers, negotiate payment according to our available funds and hire the most suitable one. The Company's President will be responsible for all the research, negotiations and hiring third party developer(s). We plan on searching for developers and meeting expenses. We plan on placing paid classified ads, on the internet and in newspapers.

2.
Product development and testing (length 9 months): After hiring a developer, we plan on purchasing the necessary materials and equipment according to the developer's needs (such as: tools, wires, touch screens and/or tablets, cameras, etc). The Company's President will be responsible for all the shopping and purchasing. We intend to allocate the costs to pay the developer and for purchasing materials and equipment.

We do not expect to rent space. We do not plan to manufacture products, such as the camera, connection wires or touch screens. We intend to develop specific software for our product needs.

Our goal is to assemble a functional prototype using existing components and technologies. For this reason, it is possible that there will be some costs related to intellectual property rights and/or licensing costs from the equipment and parts used in our prototype for large manufacturing.

We do not expect to have to pay for licensing or to intellectual property rights costs because we will not manufacture this product in large scale. Having to pay for licensing and to intellectual property rights would be the responsibility of the refrigerator manufacturing company to which we would license our products.

3.
Selling/Licensing process (length 1 month): Once we have our prototype developed, our goal is to present it to refrigerator manufacturing companies. We intend to develop our website and produce printing material with professional photos. The initial contact would be made via mail, email and phone calls. The company's President will be responsible for having professional photo-shoots. He would also be in charge of the mailing, emailing and phone calls to prospected buyers. The website would be developed by a contracted company or individual, according to the President's decision and based on the funds available.

We expect to start generating revenue after the successful accomplishment of this step and the steps described above, considering that we can find and close a deal with a possible client.

4.
Office supplies and related costs (length 12 months): Funds to be used for office supplies, internet and telephone bills. We plan on reserving following the amounts to pay for office costs.

13


Capital Resources

If the Company is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in the Company having to seek capital from other sources such as debt financing, which may not even be available to the company. However, if such financing were available, because the Company is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If the Company cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in the Company's common stock would lose all of their investment. 

Off Balance Sheet Arrangement

The Company is dependent upon the sale of its common shares to obtain the funding necessary to carry its business plan.  Our President, Yonekatsu Kato has undertaken to provide the Company with operating capital to sustain its business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing these agreements.  Investors should be aware that Mr. Kato's undertaking is neither under a contract nor agreement between him and the Company.

Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a Smaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act and in Item 10 (f) (1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information  requested by this Item.
 
Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based upon an evaluation of the effectiveness of disclosure controls and procedures, our principal executive and financial officer  has concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective.  

The material weaknesses in our disclosure control procedures are as follows:

1.           Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

2.            Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:

 
 Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company's corporate legal counsel.

 
 Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.

Changes in Internal Controls over Financial Reporting

As reported in our Report on Form 10-Q for the quarter ended April 30, 2014, management is aware that there a significant deficiency and a material weakness in our internal control over financial reporting and therefore has concluded that the Company's internal controls over financial reporting were not effective as of April 30, 2014. The significant deficiency relates to a lack of segregation of duties due to the small number of employees involvement with general administrative and financial matters.  The material weakness relates to a lack of formal policies and procedures necessary to adequately review significant accounting transactions. 

There have not been any changes in the Company's internal control over financial reporting during the quarter ended April 30, 2014 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
14



PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

        No equity securities were sold during the three and six months ended April 30, 2014 or 2013.
 
Item 3. Defaults Upon Senior Securities

No senior securities were issued or outstanding during the three and six months ended April 30, 2014 or 2013.

Item 4. Mining Safety Disclosures

Not applicable.

Item 5. Other Information

    None

Item 6. Exhibits

Exhibit No.
 
Document Description
3.1
 
Articles of Incorporation [1]
 
 
 
3.2
 
By-Laws [1]
 
 
 
10.1 LAB
 
XBRL Taxonomy Extension Label Linkbase***
 
 
 
10.1 PRE
 
XBRL Taxonomy Extension Presentation Linkbase***
 
 
 
10.1 INS
 
XBRL Instance Document***
 
 
 
10.1 SCH
 
XBRL Taxonomy Extension Schema***
 
 
 
10.1 CAL
 
XBRL Taxonomy Extension Calculation Linkbase***
 
 
 
10.1 DEF
 
XBRL Taxonomy Extension Definition Linkbase***
 
 
 
31.1
 
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
 
 
 
31.2
 
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
 
 
 
32.1
 
Section 1350 Certification of Chief Executive Officer
 
 
 
32.2
 
Section 1350 Certification of Chief Financial Officer **

[1]     Incorporated by reference from the Company's filing with the Commission on January 25, 2013.
*     Included in Exhibit 31.1
**    Included in Exhibit 32.1
15


SIGNATURES

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


Cold Cam, Inc.


BY:      /s/ Yonekatsu Kato
 ----------------------
Yonekatsu Kato
President, Secretary Treasurer,
Principal Executive Officer, Principal Financial Officer

Dated:  June 9, 2014