|
Quotes & Info
|
| CWNM > SEC Filings for CWNM > Form 10-K on 2-Oct-2012 | All Recent SEC Filings |
2-Oct-2012
Annual Report
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Disclaimer Regarding Forward-Looking Statements
This Current Report on Form 10-K contains forward-looking statements within the
meaning of the federal securities laws. These include statements about our
expectations, beliefs, intentions or strategies for the future, which we
indicate by words or phrases such as "anticipate," "expect," "intend," "plan,"
"will," "we believe," "believes," "management believes" and similar language.
Except for the historical information contained herein, the matters discussed
in this "Management's Discussion and Analysis of Financial Condition and Results
of Operations," and elsewhere in this report are forward-looking statements that
involve risks and uncertainties. The factors listed in the section captioned
"Risk Factors," as well as any cautionary language in this report; provide
examples of risks, uncertainties and events that may cause our actual results to
differ materially from those projected. Except as may be required by law, we
undertake no obligation to update any forward-looking statement to reflect
events after the date of this Form 10-K.
Critical Accounting Policies and Estimates
Principles of consolidation. The condensed consolidated financial statements include the accounts of the Company and its subsidiary. All significant inter-company balances and transactions are eliminated on consolidation.
Use of estimates. In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These accounts and estimates include, but are not limited to, the valuation of accounts receivable, inventories, deferred income taxes and the estimation on useful lives of property, plant and equipment. Actual results could differ from those estimates.
Plan of Operations
We did not enjoy any revenues until the quarter ended December 31, 2011. We had
losses of $56,261 and $22,024 for the years ended June 30, 2012 and 2011. Our
operating expenses consist primarily of costs related to the purchase,
warehousing and transport of inventory, in addition to expenses associated with
the cost of being public of no more than $2,500 per month. However, management
has been able to hold costs much lower than this level in the past few months.
Our officer/shareholder is providing all of our working capital other than
those from warrant exercises and will continue to do so until at least June 30,
2013. We had limited sales of $4,500 in the December 31, 2011 quarter, to one
person, with a gross margin of $4,044. Since this was a disposal of inventory to
another wholesaler, this gross margin is not representative of future results,
which will likely be a lower gross margin as a percentage of sales. We are
seeking suppliers for inventory. We disposed of the inventory in October 2011
since we did not believe that it had consistent quality.
Our cash needs in the year ended June 30, 2012 were primarily met by extension of loans of $9,666 from a shareholder, and increase in accounts payable to another affiliated party of $40,972. As of June 30, 2012 we had minimal cash on hand, but we received $56,000 in August 2012 from the exercise of Class A Warrants. We believe we will be able to receive, prior to December 31, 2012, the remaining $112,000 due on promissory notes from warrants exercised in the quarter ended September 30, 2012, and that this amount will cover our operating expenses through that time. After December 31, 2012, we will need approximately $750,000 for marketing and development. Due to our limited operating history, we believe that we will need to sell common equity to raise the required funds. We have no arrangement or understanding pursuant to which we might obtain such funding.
Recent Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs". ASU No. 2011-4 does not require additional fair value measurements and is not intended to establish valuation standards or affect valuation practices outside of financial reporting. The ASU is effective for interim and annual periods beginning after December 15, 2011. The Company adopted ASU No. 2011-04 effective January 1, 2012 and it did not affect the Company's results of operations, financial condition or liquidity.
In June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income". The ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity, and instead requires consecutive presentation of the statement of net income and other comprehensive income either in a continuous statement of comprehensive income or in two separate but consecutive statements. ASU No. 2011-5 is effective for interim and annual periods beginning after December 15, 2011. The Company does not expect that the adoption of ASU 2011-05 will affect the Company's results of operations, financial condition or liquidity.
In December 2011, the FASB issued ASU No. 2011-11, "Balance Sheet (Topic 210):
Disclosures about Offsetting Assets and Liabilities." This ASU requires an
entity to disclose information about offsetting and related arrangements to
enable users of its financial statements to understand the effect of those
arrangements on its financial position. ASU No. 2011-11 will be applied
retrospectively and is effective for annual and interim reporting periods
beginning on or after January 1, 2013. The Company does not expect adoption of
this standard to have a material impact on its consolidated results of
operations, financial condition, or liquidity.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the "SEC") did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.
Information included in this report includes forward looking statements, which can be identified by the use of forward-looking terminology such as may, expect, anticipate, believe, estimate, or continue, or the negative thereof or other variations thereon or comparable terminology. The statements in "Risk Factors" and other statements and disclaimers in this report constitute cautionary statements identifying important factors, including risks and uncertainties, relating to the forward-looking statements that could cause actual results to differ materially from those reflected in the forward-looking statements.
Since we have not yet generated any revenues, we are a development stage company
as that term is defined in Section 915 - Development Stage Entities, of the FASB
Accounting Standards Codification. Our activities have mostly been devoted to
seeking capital; seeking supply contracts and development of a business plan.
Our auditors have included an explanatory paragraph in their report on our
financial statements, relating to the uncertainty of our business as a going
concern, due to our lack of operating history or current revenues, its nature as
a start up business, management's limited experience and limited funds. We do
not believe that conventional financing, such as bank loans, is available to us
due to these factors. We have no bank line of credit available to us.
Management believes that it will be able to raise the required funds for
operations from one or more future offerings, in order to effect our business
plan.
Our future operating results are subject to our attaining certain milestones, including:
o our success in entering into favorable arrangements with pharmaceutical licensees;
o the success of our develop and marketing efforts for our own products;
o our ability to obtain additional financing; and
o other risks which we identify in future filings with the SEC.
Any or all of our forward looking statements in this prospectus and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward looking statement can be guaranteed. In addition, we undertake no responsibility to update any forward-looking statement to reflect events or circumstances which occur after the date of this prospectus.
Contractual Obligations and Off-Balance Sheet Arrangements
We do not have any contractual obligations or off balance sheet arrangements.
Item 7A.
|
|