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 July 31, 2014

 

or

 

¨ 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 333-187669

 

FV PHARMA INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

 

Nevada		68-0682594
(State or other jurisdiction of  incorporation or organization)		(I.R.S. Employer Identification No.)

 

203 – 29 Gervais Drive Toronto, Ontario, Canada		M3C 1Y9
(Address of principal executive offices)		(Zip Code)

 

(416) 444-4427

(Registrant’s telephone number, including area code)

 

N/A

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

 

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 Website, 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 ¨

 

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 check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

 

APPLICABLE ONLY TO CORPORATE ISSURS:

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 250,800,000 as of February 12, 2015.

 

 

TABLE OF CONTENTS

 

			Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements		1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		4
Item 4.	Controls and Procedures		4
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		5
Item 1A.	Risk Factors		5
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		5
Item 3.	Defaults Upon Senior Securities		5
Item 4.	Mine Safety Disclosures		5
Item 5.	Other Information		5
Item 6.	Exhibits		6

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

FV PHARMA INTERNATIONAL CORP.

Condensed Financial Statements

(UNAUDITED)

 

TABLE OF CONTENTS

 

	Page
CONDENSED UNAUDITED FINANCIAL STATEMENTS
Condensed Balance Sheets at July 31, 2014 and January 31, 2014	F - 1
Condensed Statements of Operations for the three and six month periods ended July 31, 2014 and 2013	F - 2
Condensed Statements of Cash Flows for the six month periods ended July 31, 2014 and 2013	F - 3
Notes to Condensed Unaudited Financial Statements	F - 4

  

 

FV PHARMA INTERNATIONAL CORP.

CONDENSED BALANCE SHEETS

(UNAUDITED)

 

		July 31,  2014				January 31, 2014
		(unaudited)
ASSETS
Current Assets
Cash		$	-			$	3,919
Prepaid expenses			-				2,333
Income taxes receivable			264				264
Total current assets			264				6,516
Total assets		$	264			$	6,516
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Due to related party		$	22,243			$	-
Accounts payable			12,746				-
Total current liabilities			34,989				-
Total liabilities			34,989				-
Stockholders’ Equity (Deficit)
Common stock, $0.001 par value, 750,000,000 shares authorized; 250,800,000 shares issued and outstanding			250,800				250,800
Additional paid-in-capital			(215,400	)			(215,400	)
Accumulated deficit			(70,125	)			(28,884	)
Total stockholders’ equity (deficit)			(34,725	)			6,516
Total liabilities and stockholders’ equity (deficit)		$	264			$	6,516

 

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

 

 

FV PHARMA INTERNATIONAL CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		Three Months ended July 31, 2014				Three Months ended July 31, 2013				Six Months ended July 31, 2014				Six Months ended July 31, 2013
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Revenues			-				-				-				-
Operating expenses:
General and administrative			9,460				4,572				26,361				11,821
Legal fees			14,880								14,880
Total operating expenses			24,340				4,572				41,241				11,821
Net (loss)			(24,340	)			(4,572	)			(41,241	)			(11,821	)
Loss per share - Basic and Diluted			(0.00	)*			(0.00	)*			(0.00	)*			(0.00	)*
outstanding:
Weighted Average Shares - Basic and Diluted			250,800,000				8,360,000				250,800,000				8,360,000

 

* denotes a loss of less than $(0.01) per share

 

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

 

 

FV PHARMA INTERNATIONAL CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		For the six months ended  July 31, 2014				For the six months ended  July 31, 2013
		(unaudited)				(unaudited)
Operating Activities
Net loss		$	(41,241	)		$	(11,821	)
Changes in non-cash working capital items:
Prepaid expenses			2,333				(6,333	)
Income tax receivable			-				-
Due to related party			22,243				-
Accounts payable			12,746				-
Income tax payable			-				(264	)
Net cash provided by (used in) operating activities			(3,919	)			(18,418	)
Investing Activities
Net cash provided by (used in) investing activities			-				-
Financing Activities
Proceeds from issuance of common stock			-				-
Proceeds from loan from shareholder			-				-
Net cash provided by financing activities			-				-
Change in cash			(3,919	)			(18,418	)
Cash at beginning of the period			3,319				31,560
Cash at end of the period		$	-			$	13,142
Supplemental cash flow information:
Cash paid for:
Interest		$	-			$	-
Taxes		$	-			$	-

 

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

 

 

FV PHARMA INTERNATIONAL CORP.

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2014

(UNAUDITED)

 

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

 

Organization and Description of Business

 

FV PHARMA INTERNATIONAL CORP. (the “Company”) was incorporated under the laws of the State of Nevada on February 9, 2012 (Inception) and plans to commence operation in the distribution of teeth whitening products. For the period from Inception on February 9, 2012 through July 31, 2014 the Company has accumulated losses of $70,125.

 

On July 10, 2014, Alphala Corp. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) with the State of Nevada to change its corporate name from “Alphala Corp” to “FV Pharma International Corp.” A copy of the Amendment was attached to the Report on Form 8-K as Exhibit 3.1 filed on August 12, 2014.

 

The Company informed the Financial Industry Regulatory Authority (“FINRA”) of such corporate name change and requested a symbol change from “ALPC” to “FVPI” corresponding to the corporate name change. On August 5, 2014, FINRA announced the corporate name change and symbol change and both corporate actions took effect on August 6, 2014.

 

On June 10, 2014, Alphala Corp. (the “Company”) entered into a non-binding letter of intent (the “LOI”) with FV Pharma Inc., a private Ontario, Canada corporation (“FV Pharma”), and all the holders of the Class B non-voting shares of FV Pharma (the “Shares”), pursuant to which the Company agreed to acquire 100% of the Shares from such holders in exchange for the allotment and issuance of 150,000,000 restricted shares of the Company’s common stock (the “Transaction”). The Transaction is expected to take the form of a share exchange with the result that FV Pharma will become a partially owned subsidiary of the Company, and is subject to certain closing conditions, including the completion of satisfactory due diligence by the parties, the negotiation of satisfactory transaction documentation, the approval of the Transaction by the respective boards of directors of FV Pharma and the Company and the delivery to the Company of audited financial statements of FV Pharma for its two most recent fiscal years.

 

The LOI also contemplates that upon the completion of the Transaction the management of FV Pharma will become the management of the Company and that the Company will change its name to more accurately reflect its new line of business.

  

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles as promulgated in the United States of America (“U.S. GAAP”) and the instructions from Regulation S-X and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim period(s), and to make the financial statements not misleading, have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim period(s) are not necessarily indicative of operations for a full year.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

 

The Company’s bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At July 31, 2014 and January 31, 2014, the Company’s bank deposits did not exceed the insured amounts.

 

Basic and Diluted Income (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. No potentially dilutive debt or equity instruments were issued of outstanding during the three month periods ended July 31, 2014 or 2013.

 

Income Taxes

 

The Company accounts for income taxes pursuant to ASC 740, “Income Taxes”. Under ASC 740, deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

FV PHARMA INTERNATIONAL CORP.

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2014

(UNAUDITED)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Income Taxes (continued)

 

ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At July 31, 2014 and January 31, 2014, there were no unrecognized tax benefits.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with ASC 605, “Revenue Recognition”. 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) collectibility 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 collectibility 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 Costs

 

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the three month periods ended July 31, 2014 and 2013.

 

Recent Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective, accounting standards, if adopted, will have a material effect on the Company’s condensed financial statements.

 

Fair Value of Financial Instruments

 

ASC 820, “Fair Value Measurements and Disclosures”, establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

 

These tiers include:

 

Level 1: defined as observable inputs such as quoted prices in active markets;

 

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

 

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

The carrying amounts of financial assets and liabilities, such as cash, prepaid expenses, income taxes receivable, accounts payable and due to related party approximate their fair values because of the short maturity of these instruments.

 

 

FV PHARMA INTERNATIONAL CORP.

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2014

(UNAUDITED)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. 

 

NOTE 3 – GOING CONCERN

 

The accompanying condensed unaudited 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 (February 9, 2012) resulting in an accumulated deficit of $70,125 as of July 31, 2014, and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s 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 obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

 

NOTE 4 – COMMON STOCK

 

Common Stock

 

The Company has 750,000,000 shares of common stock authorized with a par value of $0.001 per share.

 

On October 22, 2012, the Company issued 180,000,000 shares of its common stock for total proceeds of $6,000.

 

During the period from October 29, 2012 to December 4, 2012, the Company issued 70,800,000 shares of its common stock for total proceeds of $23,600.

 

On April 11, 2014, the holders of a majority of the Company’s issued and outstanding common stock approved an increase in its authorized capital from 75,000,000 shares of common stock, par value $0.001, to 750,000,000 shares of common stock, par value $0.001 (the “Authorized Capital Increase”). The purpose of the Authorized Capital Increase was to reorganize the Company’s capital structure in connection with the stock dividend described below. The Company formally effected the Authorized Capital Increase on April 11, 2014 by filing a Certificate of Amendment with the Nevada Secretary of State.

 

On April 14, 2014, the Company’s sole director approved a stock dividend of 29 authorized but unissued shares of common stock on each one (1) pre-dividend issued and outstanding share of the Company’s common stock. On May 1, 2014, the Company received approval from the Financial Industry Regulatory Authority (FINRA) to effect the stock dividend by way of a forward split, and on the same date, the Company’s shareholders of record on April 25, 2014 received the dividend. As a result of the stock dividend, the Company’s issued and outstanding common stock increased from 8,360,000 (pre-dividend) shares to 250,800,000 (post-dividend) shares. All references to common stock have been reflected retroactively.

 

 

FV PHARMA INTERNATIONAL CORP.

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2014

(UNAUDITED)

 

NOTE 4 – COMMON STOCK (continued)

 

As at July 31, 2014 and January 31, 2014, 250,800,000 shares of common stock were issued and outstanding.

 

Additional paid in Capital

 

From February 9, 2012 (Inception) through January 31, 2014, the Company’s former sole director and principal shareholder loaned the Company a total of $5,800 to pay for incorporation costs and operating expenses. The loan was non-interest bearing, due upon demand and unsecured. Effective January 31, 2014, the Company’s former sole director and principal shareholder forgave repayment of the $5,800 outstanding loan balance which was credited to additional paid in capital at that time.

 

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. 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.

 

From February 9, 2012 (inception) through January 31, 2014, the Company’s former sole director and principal shareholder loaned the Company a total of $5,800 to pay for incorporation costs and operating expenses. The loan was non-interest bearing, due upon demand and unsecured. Effective January 31, 2014, the Company’s former sole director and principal shareholder forgave repayment of the $5,800 outstanding loan balance which was credited to additional paid in capital at that time.

 

As at July 31, 2014, the Company owed $22,243 to its sole director and principal shareholder for expense reimbursements. The loan is non-interest bearing, unsecured and has no specific repayment terms.

 

NOTE 6 – INCOME TAXES

 

During the period from February 9, 2012 (Inception) through January 31, 2013, the Company recognized a taxable profit of $1,760, accrued a tax liability of $352 and paid $264 tax in respect of this liability during the twelve months ended January 31, 2014.

 

During the twelve months ended January 31, 2014, the Company incurred taxable losses of $30,644. $1,760 of these losses can be carried back to offset the $1,760 taxable profits arising in the period from February 9, 2012 (Inception) through January 31, 2013 and accordingly the Company is entitled to a refund of the $264 of tax paid in respect of this period and to recognize a full credit for the $352 tax liability provided for in the prior period. The remaining balance of $28,884 unrelieved tax losses are potentially available to offset taxable profits the Company may generate in the future.

 

During the three months ended July 31, 2014 the Company incurred further tax losses of $24,340 increasing the total available tax losses potentially available to offset taxable profits the Company may generate in the future to $70,125. The net operating loss carry forward will expire between 2033 and 2034. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

 

 

FV PHARMA INTERNATIONAL CORP.

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2014

(UNAUDITED)

 

NOTE 6 – INCOME TAXES (continued)

 

When it is more likely than not that a tax asset cannot be realized through future income, the Company must record an allowance against any future potential future tax benefit. The Company provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that it will not earn income sufficient to realize the deferred tax assets during the carry forward periods.

 

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the three month periods ended July 31, 2014 and 2013 as defined under ASC 740, “Accounting for Income Taxes”. The Company did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of the accumulated deficit on the balance sheet.

 

NOTE 7 – SUBSEQUENT EVENT

 

The Company has evaluated all subsequent events through the date of issuance of the accompanying condensed unaudited financial statements and the Company does not have any material recognizable subsequent events. 

 

 

FORWARD-LOOKING STATEMENTS

 

This quarterly report contains forward-looking statements. All statements other than statements of historical fact are “forward-looking statements”, including any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by any forward-looking statements.

 

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion of our financial condition and results of operations is based upon our financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements, including the notes thereto, that appear elsewhere in this quarterly report. The discussion of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.

 

As used in this quarterly report, the terms “we”, “us” and “our” mean FV Pharma International Corp. and all dollar amounts refer to U.S. dollars, unless otherwise indicated.

 

Overview

 

We were incorporated under the laws of the State of Nevada on February 9, 2012 with plans to engage in the distribution of teeth whitening strips in Latvia. Our registration statement on Form S-1 was declared effective by the Securities and Exchange Commission on June 14, 2013. To date, our business operations have been primarily limited to the development of a business plan, the completion of private placements for the offer and sale of our common stock and the signing of the sales distribution agreement with Aldent LLC, a private Latvian company (“Aldent”), dated January 14, 2013 (the “Sales Distribution Agreement”). On January 23, 2013 we filled Aldent’s first orders and recognized $2,475 in gross profit from the sale transaction.

 

On June 10, 2014, Alphala Corp. (the “Company”) entered into a non-binding letter of intent (the “LOI”) with FV Pharma Inc., a private Ontario, Canada corporation (“FV Pharma”), and all the holders of the Class B non-voting shares of FV Pharma (the “Shares”), pursuant to which the Company agreed to acquire 100% of the Shares from such holders in exchange for the allotment and issuance of 150,000,000 restricted shares of the Company’s common stock (the “Transaction”). The Transaction is expected to take the form of a share exchange with the result that FV Pharma will become a partially owned subsidiary of the Company, and is subject to certain closing conditions, including the completion of satisfactory due diligence by the parties, the negotiation of satisfactory transaction documentation, the approval of the Transaction by the respective boards of directors of FV Pharma and the Company and the delivery to the Company of audited financial statements of FV Pharma for its two most recent fiscal years.

 

The LOI also contemplates that upon the completion of the Transaction the management of FV Pharma will become the management of the Company and that the Company will change its name to more accurately reflect its new line of business.

 

We cannot state with certainty whether we will successfully close the Transaction or achieve profitable operations. As of July 31, 2014 we had minimal assets and had generated limited revenues.

 

Our Corporate History

 

On April 11, 2014, the holders of a majority of our issued and outstanding common stock approved an increase in our authorized capital from 75,000,000 shares of common stock, par value $0.001, to 750,000,000 shares of common stock, par value $0.001 (the “Authorized Capital Increase”). The purpose of the Authorized Capital Increase was to reorganize our capital structure in connection with the stock dividend described below. We formally effected the Authorized Capital Increase on April 11, 2014 by filing a Certificate of Amendment with the Nevada Secretary of State.

 

On April 14, 2014, our sole director approved a stock dividend of 29 authorized but unissued shares of our common stock on each one (1) issued and outstanding share of our common stock. On May 1, 2014, we received approval from the Financial Industry Regulatory Authority (FINRA) to effect the stock dividend by way of a forward split, and on the same date, our shareholders of record on April 25, 2014 received the dividend. As a result of the stock dividend, our issued and outstanding common stock increased from 8,360,000 (pre-dividend) shares to 250,800,000 (post-dividend) shares. All references to our common stock in this quarterly report have been reflected retroactively.

 

 

Results of Operations

 

Revenues

 

We did not generate any revenues during the three months ended July 31, 2014 or 2013. Since our inception on February 2, 2009 we have generated $2,475 in revenues, all of which was attributable to a single purchase and sale transaction with Aldent. Our ability to generate any revenues during the next 12 months is uncertain.

 

Expenses

 

During the three months ended July 31, 2014, we incurred $24,340 in operating expenses, all of which were general and administrative in nature. These included $18,130 in professional fees, $3,626 in transfer agent fees and $2,584 in miscellaneous expenses and interest and bank charges. During the same period in the prior year, we incurred $4,572 in operating expenses, all of which were general and administrative in nature. The increase in our operating expenses between the two years was primarily attributable to our transition from a private to a public company and our associated reporting requirements under applicable securities laws.

 

Net Loss

 

During the three months ended July 31, 2014, we incurred a net loss of $24,340, whereas during the same period in the prior year we incurred a net loss of $4,572 due to the factors described above.

 

Six Month Period Ended July 31, 2013 Compared to the Six Month Period Ended July 31, 2014.

 

Our net loss for the six month period ended July 31, 2014 was $41,241 compared to a net loss of $11,821 during the six month period ended July 31, 2013. During the six month period ended July 31, 2014 and 2013, we did not generate any revenue.  ..

 

During the six month period ended July 31, 2014, we incurred general and administrative expenses of $41,241 compared to $$11,821 incurred during the six month period ended July 31, 2013. General and administrative expenses incurred during the six month period ended July 31, 2014 were related to legal, accounting and developmental costs.

 

The weighted average number of shares outstanding was 250,800,000 for the six month period ended July 31, 2014.

 

Liquidity and Capital Resources

 

As of July 31, 2014, we had $0 in cash, $264 in total assets, $34,989 in total liabilities, a working capital deficit of $34,725.

 

During the three months ended July 31, 2014, we used $3,859 in net cash on operating activities as we incurred a loss of $24,340, which was largely offset for cash flow purposes by an increase in our accounts payable of $1,628, an increase in the balance due to related party of $18,250 and a decrease in prepaid expenses of $333. During the same period in the prior year, we used $7,513 in net cash on operating activities, substantially all of which was attributable to our net loss for the period.

 

We did not generate or use any funds in investing activities during the six months ended July 31, 2014 or 2013.

 

We did not engage in any financing activities during either of the six month periods ended July 31, 2014 or 2013.

 

Our plans for the next 12 months are uncertain due to our current financial condition; however, we intend to raise additional funds through public or private placement offerings. If we are unsuccessful in raising enough money through such efforts, we may review other financing possibilities such as bank loans. At this time we do not have a commitment from any broker-dealer to provide us with financing. There is no assurance that any financing will be available to us or if available, on terms that will be acceptable to us. In the absence of such financing, we may be forced to cease or significantly curtail our operations.

 

Going Concern

 

Our financial statements have been prepared on a going concern basis, which contemplates, among other things, that we will continue to realize our assets and satisfy our liabilities in the normal course of business. As at July 31, 2014, we had a working capital deficit of $34,725 and an accumulated deficit of $70,125. We intend to fund our operations through equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital and other cash requirements for the next 12 months.

 

 

Our ability to obtain additional financing to continue our operations and the attainment of profitable operations are factors that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Critical Accounting Policies

 

In June 2014, the FASB issued ASU No. 2014-10, which amended Accounting Standards Codification (ASC) Topic 915 Development Stage Entities. The amendment eliminates certain financial reporting requirements surrounding development stage entities, including an amendment to the variable interest entities guidance in ASC Topic 810, Consolidation. The amendment removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other entities from U.S. GAAP. Consequently, the amendment eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

 

This amendment is effective for fiscal years beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. The Company has made the election to early adopt this amendment effective June 30, 2014 and, as a result, the Company is no longer presenting or disclosing the information previously required under Topic 915. The early adoption was made to reduce data maintenance by removing all incremental financial reporting requirements for development stage entities. The adoption of this amendment alters the disclosure requirements of the Company, but it does not have any material impact on the Company’s financial position or results of operations for the current or any prior reporting periods.

 

Advertising Costs

 

Our policy regarding advertising is to expense advertising when incurred. We incurred advertising expense of $0 during the three months periods ended July 31, 2014 and 2013.

 

Off-Balance Sheet Arrangements

 

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.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not required.

 

Item 4. Controls and Procedures

 

Disclosure 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 rules and forms of the SEC. 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 issuer’s 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 July 31, 2014. 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 rules and forms of the SEC.

 

 

Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) during our most recent fiscal quarter that have materially affected, or are 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 annual report, none of our directors, officers or affiliates 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.

 

Item 1A. Risk Factors

 

Not applicable.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

 

Item 6. Exhibits

 

The following documents are filed as a part of this quarterly report.

 

Exhibit  Number		Exhibit Description
3.1		Articles of Incorporation filed with the Nevada Secretary of State on February 9, 2012 (1)
3.2		Bylaws (1)
3.3		Certificate of Amendment filed with the Nevada Secretary of State on April 11, 2014 (2)
3.4		Certificate of Amendment filed with the Nevada Secretary of State on July 10, 2014 (3)
10.1		Sales Distribution Agreement with Aldent LLC dated January 14, 2013 (1)
31.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Presentation Linkbase

 

(1)	Included as an exhibit to our registration statement on Form S-1 filed with the SEC on April 2, 2013.
(2)	Included as an exhibit to our current report on Form 8-K filed with the SEC on April 15, 2014.
(3)	Included as an exhibit to our current report on Form 8-K filed with the SEC on July 10, 2014.

 

 

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.

 

Date: February 12, 2015	FV PHARMA INTERNATIONAL CORP.
	By:	/s/ Shaikh M. Shami
		Shaikh M. Shami
		President, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Secretary, Treasurer, Director