DNA BRANDS INC - Quarter Report: 2009 April (Form 10-Q)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
[Missing Graphic Reference]
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, 2009
[]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
[Missing Graphic Reference]
Commission
File No. 000-53086
FAMOUS PRODUCTS,
INC.
(Exact
Name of Small Business Issuer as specified in its charter)
|
Colorado
|
20-5566275
|
|
(State
or other jurisdiction
|
(IRS
Employer File Number)
|
|
of
incorporation)
|
|
10680
Hoyt Street
|
|
|
Westminster, Colorado
|
80021
|
|
(Address
of principal executive offices)
|
(zip
code)
|
(303)
998-8602
(Registrant'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(Section 232.405 of
this chapter) during the preceding 12 months(or 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.
|
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]
As of April 30, 2009, registrant had
outstanding 21,049,400 shares of the registrant's common
stock.
FORM
10-Q
FAMOUS
PRODUCTS, INC.
TABLE
OF CONTENTS
|
PART I FINANCIAL
INFORMATION
|
|
|
Item
1. Financial Statements for the period ended April 30,
2009
|
3
|
|
Balance
Sheet (Unaudited)
|
5
|
|
Statements
of Operations (Unaudited)
|
6
|
|
Statement
of Shareholder’s Equity
|
8
|
|
Statements
of Cash Flows (Unaudited)
|
9
|
|
Notes
to Financial Statements
|
10
|
|
Item
2. Management’s Discussion and Analysis and Plan of
Operation
|
11
|
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
14
|
|
Item
4. Controls and Procedures
|
14
|
|
Item
4T. Controls and Procedures
|
14
|
|
PART
II OTHER INFORMATION
|
|
|
Item
1. Legal Proceedings
|
14
|
|
Item
1A. Risk Factors
|
14
|
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
19
|
|
Item
3. Defaults Upon Senior Securities
|
19
|
|
Item
4. Submission of Matters to a Vote of Security Holders
|
19
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|
Item
5. Other Information
|
19
|
|
Item
6. Exhibits
|
20
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|
Signatures
|
20
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-
2 -
PART
I FINANCIAL INFORMATION
References
in this document to "us," "we," or "Company" refer to FAMOUS PRODUCTS, INC. and
our subsidiary, Fancy Face Promotions, Inc., a Colorado
corporation.
ITEM
1. FINANCIAL STATEMENTS
FAMOUS
PRODUCTS, INC.
CONSOLIDATED
FINANCIAL STATEMENTS
(Unaudited)
Quarter
Ended April 30, 2009
-
3 -
Famous
Products, Inc.
Consolidated
Financial Statements
(Unaudited)
TABLE
OF CONTENTS
|
Page
|
|
|
CONSOLIDATED
FINANCIAL STATEMENTS
|
|
|
Consolidated
balance sheet
|
5
|
|
Consolidated
statements of operation
|
6
|
|
Consolidated
statement of shareholder's equity
|
8
|
|
Consolidated
statements of cash flows
|
9
|
|
Notes
to consolidated financial statements
|
10
|
-
4 -
|
Famous
Products, Inc.
|
||||||||
|
Consolidated
Balance Sheet
|
||||||||
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(A
Development Stage Company)
|
||||||||
|
Unaudited
|
Audited
|
|||||||
|
April
|
October
|
|||||||
|
30, 2009
|
31, 2008
|
|||||||
|
ASSETS
|
||||||||
|
Current
Assets
|
||||||||
|
Cash
|
$ | 357 | $ | 5,302 | ||||
|
Accounts
receivable
|
3,576 | 7,640 | ||||||
|
Total
current assets
|
3,933 | 12,942 | ||||||
|
Property,
Plant, & Equipment
|
||||||||
|
Office
equipment
|
1,194 | 1,823 | ||||||
|
TOTAL
ASSETS
|
$ | 5,127 | $ | 14,765 | ||||
|
LIABILITIES
AND SHAREHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
LIABILITIES
|
||||||||
|
Bank
overdraft
|
$ | 339 | $ | - | ||||
|
Accounts
payable
|
6,436 | 1,635 | ||||||
|
Interest
payable
|
2,790 | 2,000 | ||||||
|
Due
to officer
|
4,881 | 3,475 | ||||||
|
Current
portion notes payable
|
27,000 | 25,000 | ||||||
|
Total
current liabilities
|
41,446 | 32,110 | ||||||
|
Long-Term
Liabilities
|
- | - | ||||||
|
TOTAL
LIABILITIES
|
$ | 41,446 | $ | 32,110 | ||||
|
SHAREHOLDERS'
EQUITY
|
||||||||
|
Preferred
stock, par value $.10 per share; Authorized
|
||||||||
|
1,000,000
shares; issued and outstanding -0- shares.
|
- | |||||||
|
Common
Stock, par value $.001 per share; Authorized
|
||||||||
|
50,000,000
shares; issued and outstanding 21,049,400 shares.
|
21,049 | 21,049 | ||||||
|
Capital
paid in excess of par value
|
28,449 | 28,449 | ||||||
|
Deficit
accumulated during the development stage
|
(85,817 | ) | (66,843 | ) | ||||
|
TOTAL
SHAREHOLDERS' EQUITY
|
(36,319 | ) | (17,345 | ) | ||||
|
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY
|
$ | 5,127 | $ | 14,765 | ||||
See
Accompanying Notes To These Unaudited Financial Statements.
-
5 -
|
Famous
Products, Inc.
|
||||||||
|
Unaudited
Statement Of Operations
|
||||||||
|
(A
Development Stage Company)
|
||||||||
|
3
Months Ended |
|
3
Months Ended |
||||||
|
Revenue:
|
$ | - | $ | 6,650 | ||||
|
General
& Administrative Expenses
|
||||||||
|
Accounting
|
2,000 | 2,270 | ||||||
|
Consulting
|
4,845 | 2,408 | ||||||
|
Depreciation
|
314 | 275 | ||||||
|
Legal
|
- | 200 | ||||||
|
Office
|
748 | 5,625 | ||||||
|
Stock
transfer
|
754 | 1,301 | ||||||
|
Total
G & A
|
8,661 | 12,079 | ||||||
|
Income
(Loss) from operations
|
(8,661 | ) | (5,429 | ) | ||||
|
Other
(Expenses) interest
|
(1,415 | ) | (375 | ) | ||||
|
Net
(Loss)
|
$ | (10,076 | ) | $ | (5,804 | ) | ||
|
Basic
(Loss) per common share
|
(0.00 | ) | (0.00 | ) | ||||
|
Weighted
Average Common Shares Outstanding
|
21,049,400 | 21,049,400 | ||||||
See
Accompanying Notes To These Unaudited Financial Statements.
-
6 -
|
Famous
Products, Inc.
|
||||||||||||
|
Unaudited
Consolidated Statement Of Operations
|
||||||||||||
|
(A
Development Stage Company)
|
||||||||||||
|
Unaudited
6
Months
Ended
April 30, 2009
|
Unaudited
6
Months Ended
April 30, 2008
|
Unaudited
May
23, 2007 (inception)
through
April 30, 2009
|
||||||||||
|
Revenue:
|
$ | 6,214 | $ | 15,770 | $ | 42,039 | ||||||
|
General
& Administrative Expenses
|
||||||||||||
|
Accounting
|
5,490 | 3,520 | 14,510 | |||||||||
|
Advertising
& promotion
|
- | 4,560 | 4,560 | |||||||||
|
Compensatory
stock issuances
|
- | - | 20,850 | |||||||||
|
Consulting
& contract labor
|
7,363 | 2,408 | 17,617 | |||||||||
|
Depreciation
|
629 | 550 | 1,755 | |||||||||
|
Legal
|
- | 200 | 32,200 | |||||||||
|
Office
|
7,252 | 11,723 | 24,706 | |||||||||
|
Stock
transfer
|
2,664 | 3,895 | 7,868 | |||||||||
|
Total
G & A
|
23,398 | 26,856 | 124,066 | |||||||||
|
Income
(Loss) from operations
|
(17,184 | ) | (11,086 | ) | (82,027 | ) | ||||||
|
Other
(Expenses) interest
|
(1,790 | ) | (745 | ) | (3,790 | ) | ||||||
|
Net
(Loss)
|
$ | (18,974 | ) | $ | (11,831 | ) | $ | (85,817 | ) | |||
|
Basic
(Loss) per common share
|
(0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||
|
Weighted
Average Common Shares Outstanding
|
21,049,400 | 21,049,400 | 21,049,400 | |||||||||
See
Accompanying Notes To These Unaudited Financial Statements.
-
7 -
|
Famous
Products, Inc.
|
||||||||||||||||||||
|
(A
Development Stage Company)
|
||||||||||||||||||||
|
Consolidated
Statement of Shareholders' Equity
|
||||||||||||||||||||
|
|
||||||||||||||||||||
|
|
||||||||||||||||||||
|
Number
of
Common
Shares Issued
|
Common
Stock
|
Capital
Paid
in
Excess
of Par Value
|
Retained
Earnings
(Deficit)
|
Total
|
||||||||||||||||
|
Balance
at May 23, 2007 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
|
May
24, 2007 issued 70,000
|
||||||||||||||||||||
|
shares
of par value $.001 common stock
|
||||||||||||||||||||
|
for
cash of $70 or $.001 per share.
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70,000 | 70 | - | 70 | ||||||||||||||||
|
May
24, 2007 issued 20,850,000
|
||||||||||||||||||||
|
shares
of par value $.001 common stock
|
||||||||||||||||||||
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for
services valued at $850 or $.001 per share
|
20,850,000 | 20,850 | - | 20,850 | ||||||||||||||||
|
September
20, 2007 issued 80,400
|
||||||||||||||||||||
|
shares
of par value $.001 common stock
|
||||||||||||||||||||
|
for
cash of $20,100 or $.25 per share
|
80,400 | 80 | 20,020 | 20,100 | ||||||||||||||||
|
September
28, 2007 issued 22,000
|
||||||||||||||||||||
|
shares
of par value $.001 common stock
|
||||||||||||||||||||
|
for
cash of $5,500 or $.25 per share
|
22,000 | 22 | 5,478 | 5,500 | ||||||||||||||||
|
October
11, 2007 issued 2,000
|
||||||||||||||||||||
|
shares
of par value $.001 common stock
|
||||||||||||||||||||
|
for
cash of $500 or $.25 per share
|
2,000 | 2 | 498 | 500 | ||||||||||||||||
|
October
18, 2007 issued 25,000 shares of
|
||||||||||||||||||||
|
par
value $.001 common stock to founder
|
||||||||||||||||||||
|
for
subsidiary 100% of outstanding shares in
|
||||||||||||||||||||
|
subsidiary
valued at $25 or $.001 per share
|
25,000 | 25 | 2,453 | 2,478 | ||||||||||||||||
|
Net
(Loss)
|
- | - | - | (48,355 | ) | (48,355 | ) | |||||||||||||
|
Balance
at October 31, 2007
|
21,049,400 | $ | 21,049 | $ | 28,449 | $ | (48,355 | ) | $ | 1,143 | ||||||||||
|
Net
(Loss)
|
- | - | - | (18,488 | ) | (18,488 | ) | |||||||||||||
|
Balance
at October 31, 2008
|
21,049,400 | $ | 21,049 | $ | 28,449 | $ | (66,843 | ) | $ | (17,345 | ) | |||||||||
|
Net
(Loss)
|
- | - | - | (18,974 | ) | (18,974 | ) | |||||||||||||
|
Balance
at April 30, 2009 (Unaudited)
|
21,049,400 | $ | 21,049 | $ | 28,449 | $ | (85,817 | ) | $ | (36,319 | ) | |||||||||
See
Accompanying Notes To These Unaudited Financial Statements.
-
8 -
|
Famous
Products, Inc.
|
|
(A
Development Stage Company)
|
|
Consolidated
Statement of Cash Flows
|
|
Unaudited
6
Months
Ended
April 30, 2009
|
Unaudited
6
Months Ended
April 30, 2008
|
Unaudited
May
23, 2007 (inception)
through
April 30, 2009
|
||||||||||
|
Net
(Loss)
|
$ | (18,974 | ) | $ | (11,831 | ) | $ | (85,817 | ) | |||
|
Adjustments
to reconcile decrease in net assets to net cash
|
||||||||||||
|
provided
by operating activities:
|
||||||||||||
|
Depreciation
|
629 | 550 | 1,755 | |||||||||
|
(
Increase) decrease in accounts receivable
|
4,064 | (1,200 | ) | (3,576 | ) | |||||||
|
Stock
issued for services
|
- | - | 20,850 | |||||||||
|
Increase
in accounts payable
|
4,801 | 1,359 | 6,436 | |||||||||
|
Increase
in bank overdraft
|
339 | 1,074 | 339 | |||||||||
|
Interest
acretion
|
1,000 | - | 1,000 | |||||||||
|
Increase
in interest payable
|
790 | 745 | 2,790 | |||||||||
|
Net
cash (used) in operation activities
|
(7,351 | ) | (9,303 | ) | (56,223 | ) | ||||||
|
Cash
flows from investing activities:
|
||||||||||||
|
Purchase
of equipment
|
- | - | (471 | ) | ||||||||
|
Net
cash (used) in investing activities
|
- | - | (471 | ) | ||||||||
|
Cash
flows from financing activities:
|
||||||||||||
|
Issuance
of common stock
|
- | - | 26,170 | |||||||||
|
Advances
from related party
|
1,406 | 100 | 4,881 | |||||||||
|
Notes
payable
|
1,000 | - | 26,000 | |||||||||
|
Net
cash provided from financing activities
|
2,406 | 100 | 57,051 | |||||||||
|
Net
increase (decrease) in cash
|
(4,945 | ) | (9,203 | ) | 357 | |||||||
|
Cash
at beginning of period
|
5,302 | 24,170 | - | |||||||||
|
Cash
at end of period
|
$ | 357 | $ | 14,967 | $ | 357 | ||||||
|
Supplemental
disclosure information:
|
||||||||||||
|
Stock
issued for services
|
$ | - | $ | - | $ | 20,850 | ||||||
|
Cash
paid for interest
|
$ | - | $ | - | $ | - | ||||||
|
Cash
paid for income taxes
|
$ | - | $ | - | $ | - | ||||||
See
Accompanying Notes To These Unaudited Financial Statements.
-
9 -
Famous
Products, Inc.
Notes To
Unaudited Consolidated Financial Statements
For The Three Month and Six
Month Periods Ended April 30, 2009
Note 1 - Unaudited Financial
Information
The
unaudited financial information included for the three month and six month
interim period ended April 30, 2009 were taken from the books and records
without audit. However, such information reflects all adjustments (consisting
only of normal recurring adjustments, which are of the opinion of management,
necessary to reflect properly the results of interim period presented). The
results of operations for the three month and six month period ended April 30,
2009 are not necessarily indicative of the results expected for the fiscal year
ended October 31, 2009.
Note 2 - Financial
Statements
For a
complete set of footnotes, reference is made to the Company’s Report on Form
10K-SB for the year ended October 31, 2008 as filed with the Securities and
Exchange Commission and the audited financial statements included
therein.
-
10 -
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
The
following discussion of our financial condition and results of operations should
be read in conjunction with, and is qualified in its entirety by, the
consolidated financial statements and notes thereto included in, Item 1 in this
Quarterly Report on Form 10-Q. This item contains forward-looking statements
that involve risks and uncertainties. Actual results may differ materially from
those indicated in such forward-looking statements.
Forward-Looking
Statements
This
Quarterly Report on Form 10-Q and the documents incorporated herein by reference
contain forward-looking. Such forward-looking statements are based on current
expectations, estimates, and projections about our industry, management beliefs,
and certain assumptions made by our management. Words such as "anticipates",
"expects", "intends", "plans", "believes", "seeks", "estimates", variations of
such words, and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties, and assumptions
that are difficult to predict; therefore, actual results may differ materially
from those expressed or forecasted in any such forward-looking statements.
Unless required by law, we undertake no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events, or otherwise. However, readers should carefully review the risk factors
set forth herein and in other reports and documents that we file from time to
time with the Securities and Exchange Commission, particularly the Report on
Form 10-K, Form 10-Q and any Current Reports on Form 8-K.
Overview
and History
We are a
full service, brand marketing organization whose activities are centered around
our client's products, principally in the liquor industry. Brand marketing
builds the value of the brand by connecting it with target audiences to achieve
strategic marketing objectives. We are comprised of one corporation with a
wholly-owned subsidiary, Fancy Face Promotions, Inc., a Colorado corporation.
All of our operations are conducted through this subsidiary.
Our
efforts are organized into four operating segments, composed of promotional
products and marketing services. The marketing services segment includes
promotion marketing, brand strategy and identity, presence marketing and
consumer event marketing. Each one of the segments has similar products and
services, production processes, types of clients, distribution methods and
regulatory environments. We attempt to physically connect the brand with
identified target markets and individuals through repeated exposure to
merchandise that builds brand awareness, enhances brand recognition and creates
brand loyalty.
We were
incorporated under the laws of the State of Colorado on May 23, 2007. Our fiscal
year end is October31.
Our
principal business address is 10680 Hoyt Street Westminster, Colorado 80021. Our
phone number is (303) 988-8602.
Results
of Operations
The
following discussion involves our results of operations for the fiscal quarter
ending April 30, 2009 and 2008 and for the six months ended April 30, 2009 and
2008. For the fiscal quarter ended April 30, 2009 we had sales of $-0- compared
to $6,650 in sales for the fiscal quarter ended April
30, 2008. For the six months ended April 30, 2009 we had sales of $6,214,
compared to $15,770 in sales for the six months ended April 30,
2008.
The major
components of operating expenses include professional fees, salaries and
associated payroll costs, rent and telephone expenses.
Operating
expenses, which is comprised of general and administrative expenses for the
fiscal quarter ended April 30, 2009 was $8,661, compared to operating
expenses of $12,079 for the fiscal quarter ended April 30, 2008. Our
operating expenses for the six months ended April 30, 2009 was $23,398, compared
to operating expenses of $26,856 for the six months ended April 30,
2008.
-
11 -
The major
component of these general and administrative expenses were advertising and
promotion, payments to independent contractors, professional fees, and pre-paid
expenses, and accrued receivables. While our general and administrative expenses
will continue to be our largest expense item, we believe that this expense will
stabilize in the coming fiscal year as we reduce prepaid expenses.
We had a
net loss of $10,076 for the fiscal quarter ended April 30, 2009, compared to a
net loss of $5,804 for the fiscal quarter ended April 30, 2008. We had a
net loss for the six months ended April 30, 2009 was $18,974, compared to a net
loss of $11,831 for the six months ended April 30, 2008. We expect we
will operate at a profit, but cannot guarantee we will be able to do
so.
We
believe that overhead cost in current operations should remain fairly constant
as sales improve. Each additional sale and correspondingly the gross
profit of such sale have minimal offsetting overhead cost. If our sales continue
to grow at the same pace as last fiscal quarter, we could be profitable for
fiscal year 2009, although it is too early to predict
profitability.
Liquidity and Capital
Resources
As of
April 30, 2009, we had cash or cash equivalents of $357.
Net cash
used in operating activities was $7,351 for the six months ended April 30, 2009
compared to net cash used in operating activities of $9,303 for the six months
ended April 30, 2008. We anticipate that overhead costs in current operations
will remain fairly constant as sales improve.
Cash
flows used in investing activities were -0- for the six months ended April 30,
2009, compared to $-0- for the six months ended April 30, 2008. These activities
represent the purchase of office equipment for our operations.
Cash
flows from financing activities were $2,406 for the six months ended April 30,
2009, compared to $100 for the six months ended April 30, 2008. These cash
flows were principally related to loans to us for our operational
activities.
Over the
next twelve months we do not expect any material our capital costs to develop
operations. We plan to buy office equipment to be used in our
operations.
We
believe that we have sufficient capital in the short term for our current level
of operations. This is because we believe that we can attract sufficient product
sales and services within our present organizational structure and resources to
become profitable in our operations. Additional resources would be needed to
expand into additional locations, which we have no plans to do at this time. We
do not anticipate needing to raise additional capital resources in the next
twelve months In the event that we need additional capital, Mr. Quam has
agreed to loan such funds as may be necessary through December 31, 2009 for
working capital purposes.
Our
principal source of liquidity will be our operations. We expect variation in
revenues to account for the difference between a profit and a loss. Also
business activity is closely tied to the U.S. economy, particularly the economy
in Denver, Colorado. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon our ability to successfully develop a full
service, brand marketing organization and our ability to generate
revenues.
In any
case, we try to operate with minimal overhead. Our primary activity will be to
seek to develop clients for our services and, consequently, our sales. If we
succeed in developing clients for our services and generating sufficient sales,
we will become profitable. We cannot guarantee that this will ever occur. Our
plan is to build our company in any manner which will be
successful.
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements with any party.
-
12 -
Our plan
for the twelve months beginning January 1, 2009 is to operate at a profit
or at break even. Our plan is to attract sufficient additional product sales and
services within our present organizational structure and resources to become
profitable in our operations.
Currently,
we are conducting business in only one location in the Denver Metropolitan area.
We have no plans to expand into other locations or areas. The timing of the
completion of the milestones needed to become profitable are not directly
dependent on anything except our ability to develop sufficient revenues. We
believe that we can achieve profitability as we are presently organized with
sufficient business. Our principal cost will be marketing our product. At
this point, we do not know the scope of our potential marketing costs but will
use our existing resources to market our product. Our resources consist of our
available cash and advances from Mr. Quam, who has agreed to loan
such funds as may be necessary through December 31, 2009 for working capital
purposes.
If we are
not successful in our operations we will be faced with several
options:
|
1.
|
Cease
operations and go out of business;
|
|
2.
|
Continue
to seek alternative and acceptable sources of
capital;
|
|
3.
|
Bring
in additional capital that may result in a change of control;
or
|
|
4.
|
Identify
a candidate for acquisition that seeks access to the public marketplace
and its financing sources
|
Currently,
we believe that we have sufficient capital to implement our proposed business
operations or to sustain them through December 31, 2008. If we can become
profitable, we could operate at our present level indefinitely. To date, we have
never had any discussions with any possible acquisition candidate nor have we
any intention of doing so.
Proposed
Milestones to Implement Business Operations
At the
present time, we plan to operate from one location in the Denver Metropolitan
area. Our plan is to make our operation profitable by the end of our next fiscal
year. We estimate that we must generate approximately $50,000 in sales per year
to be profitable.
We
believe that we can be profitable or at break even by the end of the current
fiscal year, assuming sufficient sales. Based upon our current plans, we have
adjusted our operating expenses so that cash generated from operations and from
working capital financing is expected to be sufficient for the foreseeable
future to fund our operations at our currently forecasted levels. To try to
operate at a break-even level based upon our current level of anticipated
business activity, we believe that we must generate approximately $50,000 in
revenue per year. However, if our forecasts are inaccurate, we may need to raise
additional funds. Our resources consist of our available cash and advances from
Mr. Quam, who has agreed to loan such funds as may be necessary
through December 31, 2009 for working capital purposes. On the other hand, we
may choose to scale back our operations to operate at break-even with a smaller
level of business activity, while adjusting our overhead to meet the revenue
from current operations. In addition, we expect that we will need to raise
additional funds if we decide to pursue more rapid expansion, the development of
new or enhanced services and products, appropriate responses to competitive
pressures, or the acquisition of complementary businesses or technologies, or if
we must respond to unanticipated events that require us to make additional
investments. We cannot assure that additional financing will be available when
needed on favorable terms, or at all.
We expect
to incur operating losses in future periods because we will be incurring
expenses and not generating sufficient revenues. We expect approximately $50,000
in operating costs over the next twelve months. We cannot guarantee that we will
be successful in generating sufficient revenues or other funds in the future to
cover these operating costs. Failure to generate sufficient revenues or
additional financing when needed could cause us to go out of
business
-
13 -
Other
than advances from Mr. Quam, who has agreed to loan such funds as may
be necessary through December 31, 2008 for working capital purposes, there is no
assurance that additional funds will be made available to us on terms that will
be acceptable, or at all, if and when needed. We expect to generate and increase
sales, but there can be no assurance we will generate sales sufficient to
continue operations or to expand.
We also
are planning to rely on the possibility of referrals from clients and will
strive to satisfy our clients. We believe that referrals will be an effective
form of advertising because of the quality of service that we bring to clients.
We believe that satisfied clients will bring more and repeat
clients.
In the
next 12 months, we do not intend to spend any material funds on research and
development and do not intend to purchase any large equipment.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
None.
ITEM
4. CONTROLS AND PROCEDURES
Not
applicable
ITEM
4T. CONTROLS AND PROCEDURES
As of the
end of the period covered by this report, based on an evaluation of our
disclosure controls and procedures (as defined in Rules 13a -15(e) and
15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief
Financial Officer has concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in our
Exchange Act reports is recorded, processed, summarized, and reported within the
applicable time periods specified by the SEC’s rules and forms.
There
were no changes in our internal controls over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
This
report does not include an attestation report of the company’s registered public
accounting firm regarding internal control over financial reporting. Identified
in connection with the evaluation required by paragraph (d) of Rule 240.13a-15
or Rule 240.15d-15 of this chapter that occurred during the registrant’s last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting.
PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
There are
no legal proceedings, to which we are a party, which could have a material
adverse effect on our business, financial condition or operating
results.
ITEM
1A. RISK FACTORS
You
should carefully consider the risks and uncertainties described below; and all
of the other information included in this document. Any of the following risks
could materially adversely affect our business, financial condition or operating
results and could negatively impact the value of your
investment.
-
14 -
You
should carefully consider the risks and uncertainties described below and the
other information in this document before deciding to invest in shares of our
common stock.
The
occurrence of any of the following risks could materially and adversely affect
our business, financial condition and operating result. In this case, the
trading price of our common stock could decline and you might lose all or part
of your investment.
Risks
Related to Our Business and Industry
RISKS
ASSOCIATED WITH OUR COMPANY:
We
have a limited operating history, and have never been profitable. As
a result, we may never become profitable, and, as a result, we could go out of
business.
We were
formed as a Colorado business entity in May, 2007. At the present time, we have
never been profitable. There can be no guarantee that we will ever be
profitable. From our inception on May 23, 2007 through April 30, 2009, we
generated $42,039 in revenue. We had a net loss of $85,817 for this period. Our
revenues depend upon the number of clients we can develop and
service. We cannot guarantee we will ever develop a substantial
number of clients. Even if we develop a substantial number of clients, there is
no assurance that we will become a profitable company. We may never become
profitable, and, as a result, we could go out of business.
Because
we had incurred operating losses from our inception, our accountants have
expressed doubts about our ability to continue as a going concern.
For the
period ended October 31, 2008, our accountants have expressed doubt about our
ability to continue as a going concern as a result of our continued net losses.
Our ability to achieve and maintain profitability and positive cash flow is
dependent upon:
|
•
|
our ability to begin active
operations;
|
|
•
|
our ability to locate clients who will purchase our services;
and
|
|
•
|
our ability to generate revenues.
|
Based
upon current plans, we may incur operating losses in future periods because we
may, from time to time, be incurring expenses but not generating sufficient
revenues. We expect approximately $50,000 in operating costs over the next
twelve months. We cannot guarantee that we will be successful in generating
sufficient revenues or other funds in the future to cover these operating costs.
Failure to generate sufficient revenues will cause us to go out of
business.
Our
lack of operating history makes it difficult for us to evaluate our future
business prospects and make decisions based on those estimates of our future
performance. If we make poor budgetary decisions as a result of unreliable
historical data, we could continue to incur losses, which may result in a
decline in our stock price.
We have
no operating history. This fact makes it difficult to evaluate our business on
the basis of historical operations. As a consequence, our past results may not
be indicative of future results. Although this is true for any business, it is
particularly true for us because of our limited operating history. Reliance on
historical results may hinder our ability to anticipate and timely adapt to
increases or decreases in sales, revenues or expenses. For example, if we
overestimate our future sales for a particular period or periods based on our
historical growth rate, we may increase our overhead and other operating
expenses to a greater degree than we would have if we correctly anticipated the
lower sales level for that period and reduced our controllable expenses
accordingly. If we make poor budgetary decisions as a result of unreliable
historical data, we could continue to incur losses, which may result in a
decline in our stock price.
-
15 -
As
a company with no operating history, we are inherently a risky investment. An
investor could lose his entire investment.
We have
no operating history. Because we are a company with no history, the operation in
which we engage in, brand marketing, is an extremely risky business. An investor
could lose his entire investment.
We
are implementing a strategy to grow our business, which is expensive and may not
generate increases in our revenues.
We intend
to grow our business, and we plan to incur expenses associated with our growth
and expansion. Although we recently raised funds through offerings to implement
our growth strategy, these funds may not be adequate to offset all of the
expenses we incur in expanding our business. We will need to generate revenues
to offset expenses associated with our growth, and we may be unsuccessful in
achieving revenues, despite our attempts to grow our business. If our growth
strategies do not result in significant revenues, we may have to abandon our
plans for further growth or may even cease our proposed operations.
Because
we are small and do not have much capital, we must limit our operations. A
company in our industry with limited operations has a smaller opportunity to be
successful. If we do not make a profit, we may have to suspend or cease
operations.
Because
we are small and do not have much capital, we must limit our operations. We must
limit our operations to the Denver, Colorado metropolitan area as the only
geographical area in which we operate. Because we may have to limit our
operations, we may not generate sufficient sales to make a profit. If we do not
make a profit, we may have to suspend or cease operations.
We
must effectively manage the growth of our operations, or we may outgrow our
current infrastructure.
We have
two employees, our President, Mr. Quam and Ms. Kochis, our Secretary. If we
experience rapid growth of our operations, we could see a backlog of client
orders. We can resolve these capacity issues by hiring additional personnel and
upgrading our infrastructure. However, we cannot guarantee that sufficient
additional personnel will be available or that we will find suitable personnel
to aid our growth. In any case, we will continue pursuing additional sales
growth for our company. Expanding our infrastructure will be expensive, and will
require us to train our workforce, and improve our financial and managerial
controls to keep pace with the growth of our operations.
We have a lack of liquidity and will
need additional financing in the future. Additional financing may not be
available when needed, which could delay our development or indefinitely
postponed. Our investors could lose
some or all of their investment.
We are
only minimally capitalized. Because we are only minimally capitalized, we expect
to experience a lack of liquidity for the foreseeable future in our proposed
operations. We will adjust our expenses as necessary to prevent cash flow or
liquidity problems. However, we expect we will need additional financing of some
type, which we do not now possess, to fully develop our operations. We expect to
rely principally upon our ability to raise additional financing, the success of
which cannot be guaranteed. We will look at both equity and debt financing,
including loans from our principal shareholder. However, at the present time, we
have no definitive plans for financing in place, other than the funds which may
be loaned to us by Mr. Quam, our President. In the event that we need
additional capital, Mr. Quam has agreed to loan such funds as may be
necessary through December 31, 2009 for working capital purposes. To the extent
that we experience a substantial lack of liquidity, our development in
accordance with our proposed plan may be delayed or indefinitely postponed, our
operations could be impaired, we may never become profitable, fail as an
organization, and our investors could lose some or all of their
investment.
-
16 -
We have no experience as a public
company. Our
inability to operate as a public company could be the basis of your losing your
entire investment in us.
We have
never operated as a public company. We have no experience in complying with the
various rules and regulations which are required of a public company. As a
result, we may not be able to operate successfully as a public company, even if
our operations are successful. We plan to comply with all of the various rules
and regulations which are required of a public company. However, if we cannot
operate successfully as a public company, your investment may be materially
adversely affected. Our inability to operate as a public company could be the
basis of your losing your entire investment in us.
There
are factors beyond our control which may adversely affect us. An investor could
lose his entire investment.
Our
operations may also be affected by factors which are beyond our control,
principally general market conditions and changing client
preferences. Any of these problems, or a combination thereof, could
have affect on our viability as an entity. We may never become profitable, fail
as an organization, and our investors could lose some or all of their
investment.
Our
ability to grow our business depends on relationships with others. We have no
established relationships at this time. We may never develop such
relationships. Further, if we were to lose those relationships, we could lose
our ability to sell certain of our promotional products and marketing services.
If we lose enough clients, we could go out of business.
All of
our revenue and gross profit are expected to come from the sale of promotional
products and marketing services. While our relationships will change from time
to time, we must rely upon our clients for our success. At the present time, we
do not have a limited number of clients and cannot guarantee we will ever
develop sufficient numbers of clients to be profitable. If we do develop such
clients, we risk that a given client will change its marketing strategy and
de-emphasize its use of our products and services. Our ability to generate
revenue from the sale of promotional products and marketing services would
diminish. If we lose enough clients, we could go out of business.
We
are a relatively small company with limited resources compared to some of our
current and potential competitors, which may hinder our ability to compete
effectively.
Some of
our current and potential competitors have longer operating histories,
significantly greater resources, broader name recognition, and a larger
installed base of clients than we have. As a result, these competitors may have
greater credibility with our existing and potential clients. They also may be
able to adopt more aggressive pricing policies and devote greater resources to
the development, promotion and sale of their products than we can to ours, which
would allow them to respond more quickly than us to new or emerging changes in
client requirements. In addition, some of our current and potential competitors
have already established supplier or joint development relationships with
decision makers at our potential clients.
We
may need to substantially invest in marketing efforts in order to grow our
business, which will be expensive.
In order
to grow our business, we will need to develop and maintain widespread
recognition and acceptance of our company, our business model, our services and
our products. We have not presented our service and product offering to the
potential market. We plan to rely primarily on word of mouth from our existing
contacts we develop personally through industry events to promote and market
ourselves. In order to successfully grow our company, we may need to
significantly increase our financial commitment to creating awareness and
acceptance of our company among potential clients, which would be expensive. To
date, marketing and advertising expenses have been negligible. If we fail to
successfully market and promote our business, we could lose potential clients to
our competitors, or our growth efforts may be ineffective. If we incur
significant expenses promoting and marketing ourselves, it could delay or
completely forestall our profitability.
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17 -
Our business is not diversified,
which could result in significant fluctuations in our operating
results. A downturn
in that sector may reduce our stock price, even if our business is
successful.
We are a
full service, brand marketing organization, and, accordingly, dependent upon
trends in that business sector. Downturns in that sector could adversely effect
on our business. A downturn in that sector may reduce our stock price, even if
our business is successful.
Our
success will be dependent upon our management’s efforts. We cannot sustain
profitability without the efforts of our management. An investor could lose
his entire investment.
Our
success will be dependent upon the decision making of our directors and
executive officers. These individuals intend to commit as much time as necessary
to our business, but this commitment is no assurance of success. The loss of any
or all of these individuals, particularly Mr. Quam, our President, and Ms.
Kochis, our Secretary, could have a material, adverse impact on our operations.
We have no written employment agreements with any officers and directors,
including Mr. Quam and Ms. Kochis. We have not obtained key man life insurance
on the lives of any of our officers or directors.
Our
stock has no public trading market and there is no guarantee a trading market
will ever develop for our securities. You may not able to sell your shares when
you want to do so, if at all.
There has
been, and continues to be, no public market for our common stock. An active
trading market for our shares has not, and may never develop or be
sustained. If you purchase shares of common stock, you may not be able to resell
those shares at or above the initial price you paid. The market price of our
common stock may fluctuate significantly in response to numerous factors, some
of which are beyond our control, including the following:
|
*
|
actual
or anticipated fluctuations in our operating results;
|
|
*
|
changes
in financial estimates by securities analysts or our failure to perform in
line with such estimates;
|
|
*
|
changes
in market valuations of other companies, particularly those that market
services such as ours;
|
|
*
|
announcements
by us or our competitors of significant
innovations, acquisitions, strategic partnerships, joint
ventures or capital commitments;
|
|
*
|
introduction
of product enhancements that reduce the need for our
products;
|
|
*
|
departures
of key personnel.
|
Of our
total outstanding shares as of May 1, 2009, a total of 19,849,800, or
approximately 94.3%, will be restricted from immediate resale but may be sold
into the market in the near future. This could cause the market price of our
common stock to drop significantly, even if our business is doing
well.
As
restrictions on resale end, the market price of our stock could drop
significantly if the holders of restricted shares sell them or are perceived by
the market as intending to sell them.
Applicable
SEC rules governing the trading of “Penny Stocks” limit the liquidity of our
common stock, which may affect the trading price of our common stock. You may
not able to sell your shares when you want to do so, if at all.
Our
common stock is currently not quoted in any market. If our common stock becomes
quoted, we anticipate that it will trade well below $5.00 per share. As a
result, our common stock is considered a “penny stock” and is subject to SEC
rules and regulations that impose limitations upon the manner in which our
shares can be publicly traded. These regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock and the associated risks. Under
these regulations, certain brokers who recommend such securities to persons
other than established customers or certain accredited investors must make a
special written suitability determination for the purchaser and receive the
written purchaser’s agreement to a transaction prior to
purchase. These regulations have the effect of
limiting the trading activity of our common stock and reducing the liquidity of
an investment in our common stock.
-
18 -
The
over-the-counter market for stock such as ours is subject to extreme price and
volume fluctuations. You may not able to sell your shares when you want to do
so, at the price you want, or at all.
The
securities of companies such as ours have historically experienced extreme price
and volume fluctuations during certain periods. These broad market fluctuations
and other factors, such as new product developments and trends in the our
industry and in the investment markets generally, as well as economic conditions
and quarterly variations in our operational results, may have a negative effect
on the market price of our common stock.
Buying
low-priced penny stocks is very risky and speculative. You may not able to sell
your shares when you want to do so, if at all.
The
shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, and rules of the Commission. The Exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other than
certain accredited investors who are, generally, institutions with assets in
excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000, or $300,000 jointly with spouse, or in
transactions not recommended by the broker-dealer. For transactions covered by
the penny stock rules, a broker-dealer must make a suitability determination for
each purchaser and receive the purchaser's written agreement prior to the sale.
In addition, the broker-dealer must make certain mandated disclosures in penny
stock transactions, including the actual sale or purchase price and actual bid
and offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may affect the ability of
broker-dealers to make a market in or trade our common stock and may also affect
your ability to resell any shares you may purchase in the public
markets.
We
do not expect to pay dividends on common stock.
We have
not paid any cash dividends with respect to our common stock, and it is unlikely
that we will pay any dividends on our common stock in the foreseeable future.
Earnings, if any, that we may realize will be retained in the business for
further development and expansion.
ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS.
None
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM
5. OTHER INFORMATION
None
-
19 -
ITEM
6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
The
following financial information is filed as part of this report:
(a) (1)
FINANCIAL STATEMENTS
(2)
SCHEDULES
(3)
EXHIBITS. The following exhibits required by Item 601 to be filed herewith are
incorporated by reference to previously filed documents:
|
Exhibit
Number
|
Description
|
|
3.1*
|
Articles
of Incorporation
|
|
3.2*
|
Bylaws
|
|
21.1*
|
List
of Subsidiaries
|
|
31.1
|
Certification
of CEO/CFO pursuant to Sec. 302
|
|
32.1
|
Certification
of CEO/CFO pursuant to Sec.
906
|
*
Previously filed with Form SB-2 Registration Statement, January 22,
2008.
(b) The
Company filed no reports on Form 8-K during the three months ended April 30,
2009.
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.
|
Famous
Products, Inc.
|
||
|
Date June
15, 2009
|
By:
|
/s/ John Quam
|
|
John
Quam, President,
Chief
Executive Officer
and
Chief Financial Officer
|
||
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