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TTHX > SEC Filings for TTHX > Form 10-K on 14-Apr-2014All Recent SEC Filings

Show all filings for VANELL, CORP.

Form 10-K for VANELL, CORP.


Annual Report

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.


This annual report on Form 10-K and other reports filed by VANELL CORP. ("VANELL", " we," "us," "our," or the "Company") from time to time with the U.S. Securities and Exchange Commission (collectively, the "Filings") contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company's management as well as estimates and assumptions made by Company's management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words "anticipate," "believe," "estimate," "expect," "future," "intend," "plan," or the negative of these terms and similar expressions as they relate to the Company or the Company's management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in elsewhere in this report, relating to the Company's industry, the Company's operations and results of operations, and any businesses that the Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. The Company was incorporated under the laws of the State of Nevada on September 7, 2012. Our registration statement has been filed with the Securities and Exchange Commission on January 30, 2013 and has been declared effective on July 5, 2013.



Through December 31, 2013, and the date of the Agreement (January 23, 2014), we were an El Salvador based corporation that provided consulting services in commercial cultivation and processing of coffee in El Salvador.

We are a development stage company. From inception through December 2013 our business operations were limited primarily to, the development of a business plan, the completion of private placements for the offer and sale of our common stock, discussing the offers of consulting services with potential customers, and the signing of the service agreement with Finca La Esmeralda, a private El-Salvadorian company. From inception through December 31, 2013, the Company realized $8,870.00 in consulting fees pursuant to the signed service agreement. We discontinued our coffee business on January 23, 2014.


Commencing January 23, 2014, our business changed to the acquisition and operation of Entertainment Train companies. We also manage and provide consulting services to Entertainment Train companies. We believe that there are several Entertainment Train companies that may be targeted for acquisition. Any acquisition will be contingent on our ability to obtain the necessary funding for such acquisition, as well as the acquisition candidate having audited financial statements.


We are a development stage company with limited operations since Inception on September 7, 2012 through December 31, 2013. As of December 31, 2013, we had total assets of $2,178 and total liabilities of $2,204.We anticipate that we will continue to incur losses in the next 12 months while we acquire entertainment trains and they generate positive cash flow. We expect we will require additional capital to meet our short term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Year Ended December 31, 2013 Compared to the period from Inception (September 7, 2012) to December 31, 2012


During the twelve month period ended December 31, 2013, we generated revenues of $6,470 as well as $2,400 during the period from Inception (September 7, 2012) to December 31, 2012.

Operating Expenses

During the twelve month period ended December 31, 2013, we incurred general and administrative expenses and professional fees of $29,885 compared to $1,211 incurred during the period from inception (September 7, 2012) to December 31, 2012. General and administrative and professional fee expenses incurred during the twelve month period ended December 31, 2013 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

Net Losses

Our net loss for the year ended December 31, 2013 was $23,177 compared to a net loss of $951 during the period from Inception (September 7, 2012) to December 31, 2012.


As of December 31, 2013

As of December 31, 2013 our current assets were $2,178 compared to $23,663 in current assets at December 31, 2012. As of December 31, 2013, our current liabilities were $2,204 compared to $512 in current liabilities at December 31, 2012. Current assets comprised another receivable and prepaid expenses at December 31, 2013 and cash as at December 31, 2012. Current liabilities an advance from former director and a bank overdraft at December 31, 2013 and income tax payable and an advance from a former director at December 31, 2012.

As at December 31, 2013 the Company had no cash on hand, has incurred losses since Inception of $22,226 and further losses are anticipated in the development of its business raising 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, to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that these events will be satisfactorily completed.

Stockholders' equity decreased from $23,151 as of December 31, 2012 to ($26) as of December 31, 2013.

Cash Flows from Operating Activities

For the twelve months ended December 31, 2013, net cash flows used in operating activities was $25,593 compared to $1,189 cash flow generated by operating activities in the period from Inception (September 7, 2012) to December 31, 2012.

Cash Flows from Investing Activities

We neither generated nor used funds in investing activities during the twelve months ended December 31, 2013 or the period from Inception (September 7, 2012) to December 31, 2012

Cash Flows from Financing Activities

We have financed our operations primarily from the sale of shares of our common stock and advances from our then sole director, officer and majority shareholder. For the twelve month period ended December 31, 2013, net cash flows from financing activities totaled $1,930. For the period from inception (September 7, 2012) to December 31, 2012, net cash provided by financing activities was $22,474 received from proceeds from issuance of common stock and advances from former director.


We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities for the short term until acquisition are identified and in place generating positive cash flow. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses (iv) acquiring existing entertainment train operations.. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet short-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.


As a result of our net loss from operations, net cash used in operations, deficit accumulated as of December 31, 2013, our ability to continue as a going concern is in substantial doubt. Our ability to continue as a going concern is subject to the ability of the Company to generate profits from operations and/or obtaining the necessary funding from outside sources. Management's plan to address the Company's ability to continue as a going concern includes (i) obtaining funding from private placement sources; (ii) obtaining additional funding from the sale of the Company's securities; and (iii) obtaining loans from shareholders as necessary, (iv) acquiring existing entertainment trains to generate cash flow from operations.. Although management believes that it will be able to obtain the necessary funding and acquisitions to allow the Company to remain a going concern, and to pursue its' acquisition strategy through the methods discussed above, there can be no assurances that such methods will prove successful.


The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or results of its operations as reported in its financial statements



The preparation of financial statements in conformity with generally accepted accounting principles 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.


The Company followed the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin No. 104 for revenue recognition. The Company records revenue when all of the following have occurred; (1) persuasive evidence of an arrangement exists, (2) product delivery has occurred, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured. Revenue is recognized at point of sale.

The Company reported revenue net of sales and use taxes collected from customers and are remitted to governmental taxing authorities.


Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards' grant date, and based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense.


As of the date of this report, 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 that are material to investors.

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