UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange
Act Of 1934
For the quarterly period ended December 31, 2012
[ ] Transition Report Under Section 13 Or 15(D) Of The Securities Exchange
Act Of 1934
For the transition period from __________ to __________
Commission File Number 333-168897
BERRY ONLY INC.
(Exact name of registrant as specified in its charter)
NEVADA 99-0360497
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
36 Mclean Street, Red Bank, NJ 07701
(Address of principal executive offices, including zip code)
732-865-4252
(Issuer's telephone number, including area code)
Check whether the issuer (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 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 (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer," "accelerated filer,"
"non-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 [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 3,944,000 shares of common stock as
of January 18, 2013.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following consolidated interim unaudited financial statements of Berry Only
Inc. (the "Company") for the three and six month periods ended December 31, 2012
are included with this Quarterly Report on Form 10-Q:
(a) Consolidated Balance Sheets as at December 31, 2012 and June 30, 2012.
(b) Consolidated Statement of Operations and Comprehensive Loss for (i)
the three and six months ended December 31, 2012 and 2011, and (ii)
the cumulative period from inception (June 24, 2009) to December 31,
2012.
(c) Consolidated Statements of Cash Flows for (i) the six months ended
December 31, 2012 and 2011, and (ii) the cumulative period from
inception (June 24, 2009) to December 31, 2012.
(d) Condensed Notes to Financial Statements.
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BERRY ONLY INC.
(A Development Stage Company)
Balance Sheet
As at December 31, 2012 (unaudited) and June 30, 2012
--------------------------------------------------------------------------------
December 31, June 30,
2012 2012
-------- --------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 3,979 $ 1,794
Accounts Receivable -- --
-------- --------
TOTAL ASSETS $ 3,979 $ 1,794
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 4,120 $ 2,500
Due to Officer 15,454 7,484
-------- --------
19,574 9,984
-------- --------
STOCKHOLDERS' EQUITY
Preferred Stock, $0.001 par value, 5,000,000 shares authorized;
none outstanding as at December 31 and June 30, 2012
Common Stock, $0.001 par value, 200,000,000 shares authorized,
3,944,000 issued and outstanding as at December 31, 2012 and
June 30, 2012 3,944 3,944
Additional paid-in capital 45,556 45,556
Accumulated other income (loss) (87) (87)
Deficit (65,008) (57,603)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (15,595) (8,190)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,979 $ 1,794
======== ========
The accompanying notes are an integral part of these financial statements
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BERRY ONLY INC.
(A Development Stage Company)
Statement of Operations and Comprehensive Loss
(Unaudited)
--------------------------------------------------------------------------------
For the period
For the 3 months ended For the 6 months ended June 24, 2009
December 31, December 31, (inception) to
-------------------------- -------------------------- December 31,
2012 2011 2012 2011 2012
---------- ---------- ---------- ---------- ----------
REVENUES $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Professional Fees 3,250 6,726 7,030 9,888 33,742
Other Selling General & Administrative -- 4,190 375 4,886 31,266
---------- ---------- ---------- ---------- ----------
Total Expenses 3,250 10,916 7,405 14,774 65,008
---------- ---------- ---------- ---------- ----------
Operating Loss (3,250) (10,916) (7,405) (14,774) (65,008)
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) (3,250) (10,916) (7,405) (14,774) (65,008)
Currency translation adjustment -- -- -- -- (87)
---------- ---------- ---------- ---------- ----------
COMPREHENSIVE LOSS $ (3,250) $ (10,916) $ (7,405) $ (14,774) $ (65,095)
========== ========== ========== ========== ==========
NET INCOME (LOSS) PER SHARE,
BASIC AND DILUTED $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING, BASIC AND DILUTED 3,944,000 3,944,000 5,208,652 3,944,000
---------- ---------- ---------- ----------
The accompanying notes are an integral part of these financial statements
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BERRY ONLY INC.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------
For the period
For the 6 months ended June 24, 2009
December 31, (inception) to
--------------------------- December 31,
2012 2011 2012
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (7,405) $(14,774) $(65,008)
Adjustments to reconcile net loss to net cash
used by operating activities:
Changes in operating assets and liabilities
Accounts receivable -- 5,000 --
Accounts payable 1,620 2,500 4,120
-------- -------- --------
Net cash used in operating activities (5,785) (7,274) (60,888)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Subscriptions Received -- -- --
-------- -------- --------
Net cash provided by investing activities -- -- --
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of loan from officer 7,970 2,384 15,454
Sale of stock for cash 49,500
-------- -------- --------
Net cash provided by Financing Activities 7,970 2,384 64,954
-------- -------- --------
EFFECTS OF EXCHANGE RATES ON CASH -- -- (87)
-------- -------- --------
NET INCREASE/(DECREASE) IN CASH 2,185 (4,890) 3,979
Cash at beginning of period 1,794 5,695 --
-------- -------- --------
CASH AT END OF PERIOD $ 3,979 $ 805 $ 3,979
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ -- $ -- $ --
-------- -------- --------
Income Taxes paid $ -- $ -- $ --
-------- -------- --------
The accompanying notes are an integral part of these financial statements
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BERRY ONLY INC.
(A Development Stage Company)
Condensed Notes to the Financial Statements
December 31, 2012
(Expressed in US Dollars)
--------------------------------------------------------------------------------
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Berry Only Inc. (the
"Company") have been prepared in accordance with accounting principles generally
accepted in the United States of America and the rules of the Securities and
Exchange Commission, and should be read in conjunction with the audited
financial statements and notes thereto contained in the Company's Form 10-K for
the year ended June 30, 2012. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim periods
presented have been reflected herein. The results of operations for interim
periods are not necessarily indicative of the results to be expected for the
full year. Notes to the financial statements which would substantially duplicate
the disclosure contained in the audited financial statements for fiscal 2012 as
reported in Form 10-K have been omitted.
NOTE 2. GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has not generated any revenue and has incurred an
accumulated loss of $65,008 since inception.
Management has taken the following steps to revise its operating and financial
requirements, which it believes are sufficient to provide the Company with the
ability to continue as a going concern. The Company pursued funding through sale
of stock. It has pursued a dealership agreement for its intended product, the
marketing and sales of which is anticipated to be profitable. Management
believes that the above actions will allow the Company to continue operations
through the next fiscal year. However management cannot provide any assurances
that the Company will be successful in its retail operation.
Recoverability of a major portion of the recorded asset amounts shown in the
accompanying balance sheets is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to raise
additional capital, obtain financing and to succeed in its future operations. If
the Company is unable to make it profitable, the Company could be forced to
discontinue operations.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
NOTE 3. RELATED PARTIES TRANSACTIONS
Lisa Guise is president, chief financial officer, and sole director of the Board
of Directors of the Company. She is the controlling shareholder of the Company,
having 50.42% of the outstanding voting shares.
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During the year ended June 30, 2011, the director loaned the company $7,487.
Further advances of $7,967 were made in the six months ended December 31, 2012.
There have been no repayments. The full amount of the loan at December 31, 2012
is $15,454. The loan does not bear interest, has no maturity date and is payable
on demand.
NOTE 4. CAPITAL
There was no stock issued in the six months ended December 31, 2012.
As of December 31, 2012 the Company had authorized 5,000,000 preferred shares of
par value $0.001, of which none was issued and outstanding.
As of December 31, 2012 the Company had authorized 200,000,000 shares of common
stock of par value $0.001, of which 3,944,000 shares were issued and
outstanding.
NOTE 5. SUBSEQUENT EVENTS
Events subsequent to December 31, 2012 have been evaluated through January 17,
2013, the date these statements were available to be issued, to determine
whether they should be disclosed to keep the financial statements from being
misleading. Management found no subsequent event to be disclosed.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL
CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE
NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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 our report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results and predictions. We are a development stage company and
have not yet generated or realized any revenues.
OVERVIEW
We were incorporated as Berry Only Inc. under the laws of Nevada on June 24,
2009. On July 8, 2010 the Company signed an exclusive dealership agreement with
Wireless Wipes, a New York corporation that manufactures a sanitizing wipe used
to clean cell phones and other mobile devices. The agreement granted the Company
the exclusive right to purchase, inventory, promote and resell the product
within Canada under certain minimum order rules. The agreement required an
annual distribution of 10,000 pouches of product. The Company was unable to
generate the required annual sales and the agreement lapsed. The Company is
seeking new business opportunities.
On November 30, 2011, David Guest voluntarily tendered his resignation as
President, Chief Executive Officer, Chief Financial Officer, Secretary and
Director of the Company. By resolution of the Board of Directors, dated November
30, 2011, pursuant to the bylaws of the Company, Lisa Guise was appointed
President, Chief Executive Officer, Chief Financial Officer, Secretary, and a
Director of the Company, effective on November 30, 2011.
Ms. Guise graduated Syracuse University. Ms. Guise received her Bachelor's of
science degree in speech communications in 1991. Over the past few years Ms.
Guise has been an independent business consultant. Her experience includes
working with management of privately-held companies to maximize productivity as
well as general corporate matters. Ms. Guise has experience in various
industries including fitness and transportation.
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We are currently in negotiations with an interested party to enter into a
business opportunity, although we have not yet entered into an definitive
agreement to date and there can be no assurance that we will be able to enter
into any definitive agreement.. In certain instances, a target business may wish
to become a subsidiary of us or may wish to contribute assets to us rather than
merge. We anticipate that any new acquisition or business opportunities by our
company will require additional financing. There can be no assurance, however,
that we will be able to acquire the financing necessary to enable us to pursue
our plan of operation. If our company requires additional financing and we are
unable to acquire such funds, our business may fail.
We have no revenues, have achieved losses since inception, have been issued a
going concern opinion by our auditors and rely upon the sale of our securities
to fund operations. Accordingly, we will be dependent on future additional
financing in order to maintain our operations and continue seeking new business
opportunities.
OUR CURRENT BUSINESS
We are currently seeking business opportunities with established business
entities for the merger of a target business with our company. In certain
instances, a target business may wish to become a subsidiary of us or may wish
to contribute assets to us rather than merge. We are currently in negotiations
with an interested party to enter into a business opportunity, although we have
not yet entered into a definitive agreement to date and there can be no
assurance that we will be able to enter into any definitive agreement. When
any such agreement is reached, we intend to disclose such an agreement by filing
a current report on Form 8-K with the Securities and Exchange Commission.
We anticipate that any new acquisition or business opportunities by our company
will require additional financing. There can be no assurance, however, that we
will be able to acquire the financing necessary to enable us to pursue our plan
of operation. If our company requires additional financing and we are unable to
acquire such funds, our business may fail.
Management of our company believes that there are perceived benefits to being a
reporting company with a class of publicly-traded securities. These are commonly
thought to include: (i) the ability to use registered securities to acquire
assets or businesses; (ii) increased visibility in the financial community;
(iii) the facilitation of borrowing from financial institutions; (iv) improved
trading efficiency; (v) stockholder liquidity; (vi) greater ease in subsequently
raising capital; (vii) compensation of key employees through stock options;
(viii) enhanced corporate image; and (ix) a presence in the United States
capital market.
In implementing a structure for a particular business acquisition or
opportunity, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. We may
also acquire stock or assets of an existing business. Upon the consummation of a
transaction, it is likely that our present management will no longer be in
control of our company. In addition, it is likely that our officer and director
9
will, as part of the terms of the acquisition transaction, resign and be
replaced by one or more new officers and directors.
We anticipate that the selection of a business opportunity in which to
participate will be complex and without certainty of success. Management
believes that there are numerous firms in various industries seeking the
perceived benefits of being a publicly registered corporation. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. We can provide no assurance that we will be able to locate
compatible business opportunities.
As a development stage company, we are not able to fund our cash requirements
through our current operations. Historically, we have been able to raise a
limited amount of capital through private placements of our equity stock, but we
are uncertain about our continued ability to raise funds privately. Further, we
believe that our company may have difficulties raising capital until we locate a
prospective property through which we can pursue our plan of operation. If we
are unable to secure adequate capital to continue our acquisition efforts, our
shareholders may lose some or all of their investment and our business may fail.
RESULTS OF OPERATIONS
The following summary of our results of operations should be read in conjunction
with our financial statements included herein. Our operating results for the
three months ended December 31, 2012 and 2011 are summarized as follows:
Three Months Ended
December 31,
-----------------------------
2012 2011
-------- --------
Revenue $ 0 $ 0
Operating Expenses 3,250 10,916
Net Loss $ 3,250 $ 10,916
REVENUES
We have not earned any revenues to date. We are currently seeking business
opportunities with established business entities for the merger of a target
business with our company. We are presently in the development stage of our
business and we can provide no assurance that we begin earning revenues.
EXPENSES
Our expenses for the three months ended December 31, 2012 and 2011 are outlined
in the table below:
10
Three Months Ended
December 31,
-----------------------------
2012 2011
-------- --------
Professional Fees $ 3,250 $ 6,726
Other Selling General & Administrative 0 4,190
TOTAL EXPENSES $ 3,250 $ 10,916
PROFESSIONAL FEES
Professional fees include our accounting and auditing expenses incurred in
connection with the preparation of our financial statements and professional
fees that we pay to our legal counsel. The decrease in our professional fees is
associated with less business activity.
We incurred operating losses in the amount of $65,008 from inception on June 24,
2009 through the period ended December 31, 2012. These operating expenses were
composed of professional fees and other selling and general and administrative
expenses.
GOING CONCERN
We have not attained profitable operations and are dependent upon obtaining
financing to pursue any extensive development activities. For these reasons our
auditors stated in their report on our audited financial statements that they
have substantial doubt we will be able to continue as a going concern.
FINANCINGS AND SHARE ISSUANCE
Our operations to date have been funded by equity investment. All of our equity
funding has come from a private placement of our securities.
We closed an issue of 2,000,000 shares of common stock on August 26, 2009 to our
sole officer and director, David Guest, at a price of $0.005 per share. The
total proceeds received from this offering were $10,000. These shares were
issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted
shares as defined in the Securities Act. We did not engage in any general
solicitation or advertising.
We closed an issue of 1,000,000 shares of common stock on April 29, 2010 to our
sole officer and director, David Guest, at a price of $0.01 per share. The total
proceeds received from this offering were $10,000. These shares were issued
pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares
as defined in the Securities Act. We did not engage in any general solicitation
or advertising.
11
On December 16, 2011 David Guest entered into an Agreement for the Purchase of
Common Stock with Lisa Guise, pursuant to which David Guest sold an aggregate of
3,000,000 shares of the Company's common stock to Lisa Guise. The purchase price
was $20,000. Lisa Guise acquired approximately 76% of the total outstanding
number of shares of common stock of the Company and the 3,000,000 shares
represent Lisa Guise's entire beneficial holdings in the Company.
We completed an offering of 2,950,000 shares of our common stock at a price of
$0.01 per share to a total of thirty three (33) purchasers on June 30, 2010. The
total amount we received from this offering was $29,500. We completed this
offering pursuant Rule 903(a) and conditions set forth in Category 3 (Rule
903(b)(3)) of Regulation S of the Securities Act of 1933.
On October 24, 2011, 33 shareholders surrendered 2,006,000 shares to the Company
for cancellation. The cancellation of the shares results in the Company having a
total of 3,944,000 shares issued and outstanding at December 31, 2012.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
N/A
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this Report, the Company's President, and
principal financial officer (the "Certifying Officer"), evaluated the
effectiveness of the Company's "disclosure controls and procedures," as defined
in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that
evaluation, the officer concluded that, as of the date of the evaluation, the
Company's disclosure controls and procedures were effective to provide
reasonable assurance that the information required to be disclosed in the
Company's periodic filings under the Securities Exchange Act of 1934 is
accumulated and communicated to management to allow timely decisions regarding
required disclosure.
The Certifying Officer has also indicated that there were no changes in internal
controls over financial reporting during the Company's last fiscal quarter, and
no significant changes in our internal controls or other factors that could
significantly affect such controls subsequent to the date of their evaluation
and there were no corrective actions with regard to significant deficiencies and
material weaknesses.
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Our management, including the Certifying Officer, does not expect that our
disclosure controls or our internal controls will prevent all errors and fraud.
A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. In addition, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people or by management
override of the control. The design of any systems of controls also is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Because of these inherent limitations in
a cost-effective control system, misstatements due to error or fraud may occur
and not be detected.
ITEM 4(T). CONTROLS AND PROCEDURES
The information required pursuant to item 4(t) has been provided in Item 4.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1(A) RISK FACTORS
There have been no changes to our risk factors from those disclosed in our
Annual Report on Form 10-K filed October 15, 2012.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
We did not issue any securities without registration pursuant to the Securities
Act of 1933 during the three months ended December 31, 2012.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
N/A
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
31 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
101 Interactive data files pursuant to Rule 405 of Regulation S-T
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BERRY ONLY INC.
By: /s/ Lisa Guise
--------------------------------
Lisa Guise, President,
Chief Executive Officer and
Chief Financial Officer Director
Date: January 18, 2013
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