Healthier Choices Management Corp. - Quarter Report: 2010 September (Form 10-Q)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-19001

VAPOR CORP.

Nevada		84-1070932
(State or other jurisdiction		(I.R.S. Employer Identification No.)
of incorporation or organization)
3101 W. Hallandale Boulevard Suite 100
Hallandale, FL		33009
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 888-766-5351

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o 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 (§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). þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

o Large accelerated filer		o Accelerated filer		o Non-accelerated filer		þ Smaller reporting company
				(Do not check if a smaller reporting company)

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

The number of the Registrant’s voting and non-voting common units representing limited partner interests outstanding as of November 14, 2010 was 60,135,344

 

 

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Unaudited Financial Statements—September 30, 2010 and 2009:
Condensed Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009			3
Condensed Consolidated Statements of Operations for the Three and Six Months Ended September 30, 2010 and 2009			4
Condensed Consolidated Statements of Cash Flows for the Three and Six Months Ended September 30, 2010 and 2009			5
Notes to Condensed Consolidated Financial Statements			6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			7
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			10
ITEM 4. CONTROLS AND PROCEDURES			10
PART II OTHER INFORMATION			11
ITEM 1. LEGAL PROCEEDINGS			11
ITEM 1A. RISK FACTORS			11
ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS			11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES			11
ITEM 4. (REMOVED AND RESERVED)			11
ITEM 5. OTHER INFORMATION			11
ITEM 6. EXHIBITS			12
SIGNATURES			12
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1

VAPOR CORPORATION

F/K/A MILLER DIVERSIFIED CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

		September 30, 2010				December 31, 2009
		(Unaudited)				(Audited)
ASSETS
CURRENT ASSETS:
Cash		$	126,876			$	841
Due from merchant credit card processor, net of reserve for chargebacks of $60,000			341,774				361,623
Accounts receivable, net of allowance of $5,000			176,760				—
Vendor deposits			127,355				169,424
Inventories			555,342				827,412
Sundry current assets			2,048				—
TOTAL CURRENT ASSETS			1,330,155				1,359,300
TOTAL ASSETS		$	1,330,155			$	1,359,300
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	584,933			$	453,790
Income taxes payable			140,032				202,033
TOTAL CURRENT LIABILITIES			724,965				655,823
STOCKHOLDERS’ EQUITY:
Common stock, $.001 par value
250,000,000 shares authorized 60,135,000 & 60,000,000 shares issued and outstanding, respectively			60,135				60,000
Additional paid-in capital			347,115				325,500
Retained earnings			197,940				317,977
TOTAL STOCKHOLDERS’ EQUITY			605,190				703,477
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	1,330,155			$	1,359,300

See notes to financial statements

VAPOR CORPORATION
F/K/A MILLER DIVERSIFIED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		NINE MONTHS ENDED								THREE MONTHS ENDED
		SEPTEMBER 30,								SEPTEMBER 30,
		2010				2009				2010				2009
SALES		$	7,520,233			$	4,484,729			$	2,780,399			$	1,437,062
COSTS AND EXPENSES:
Cost of sales			4,161,503				2,173,618				1,657,485				548,829
Selling, general and administrative			3,540,767				1,642,334				1,243,611				945,776
TOTAL COSTS AND EXPENSES			7,702,270				3,815,952				2,901,096				1,494,605
(LOSS) INCOME BEFORE INCOME TAX (CREDIT) EXPENSE			(182,037	)			668,777				(120,697	)			(57,543	)
Income tax (credit) expense			(62,000	)			265,725				(51,826	)			(14,780	)
NET (LOSS) INCOME		$	(120,037	)		$	403,052			$	(68,871	)		$	(42,763	)
BASIC AND DILUTED NET (LOSS) INCOME PER COMMON SHARE		$	(0.00	)		$	4,030.52			$	0.00			$	(427.63	)
WEIGHTED AVERAGE NUMBER OF OUTSTANDING SHARES			60,005,301				100				60,005,301				100

See notes to financial statements

VAPOR CORPORATION
F/K/A MILLER DIVERSIFIED CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		NINE MONTHS ENDED								THREE MONTHS ENDED
		SEPTEMBER 30,								SEPTEMBER 30,
		2010				2009				2010				2009
OPERATING ACTIVITIES:
Net (loss) income		$	(120,037	)		$	403,052			$	(68,871	)		$	(42,763	)
Stock issued for services			21,750				—				21,750				—
Changes in operating assets and liabilities:
Due from merchant credit card processor			19,849				—				253,697				—
Accounts receivable			(176,760	)			—				69,034				—
Vendor deposits			42,069				(83,333	)			—				31,978
Inventories			272,070				(788,431	)			(53,378	)			(464,915	)
Sundry current assets			(2,048	)			4,755				(513	)			—
Accounts payable and accrued expenses			131,143				230,024				(270,869	)			191,282
Income taxes payable			(62,001	)			265,726				(51,826	)			(14,779	)
Customer deposits			—				(21,190	)			—				—
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			126,035				10,603				(100,976	)			(299,197	)
FINANCING ACTIVITIES:
Investment from stockholder			—				10,000				—				88,800
NET CASH PROVIDED BY FINANCING ACTIVITIES			—				10,000				—				88,800
INCREASE (DECREASE) IN CASH			126,035				20,603				(100,976	)			(210,397	)
CASH — BEGINNING OF PERIOD			841				311,762				227,852				542,762
CASH — END OF PERIOD		$	126,876			$	332,365			$	126,876			$	332,365

See notes to financial statements

VAPOR CORPORATION
F/K/A MILLER DIVERSIFIED CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010
(Unaudited)

1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business description

Vapor Corporation F/K/A Miller Diversified Corporation (the “Company”) is the holding company for its wholly-owned subsidiary Smoke Anywhere U.S.A., Inc. The Company markets and distributes personal vaporizers under the Fifty-One^TM, Krave^TM, EZ Smoker^TM, and Green Puffer^TM brands.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included, Operating results for the nine months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010. For further information, refer to the financial statements and footnotes thereto for the year ended December 31, 2009.

Recent accounting pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, Fair Value Measurements and Disclosures (topic 820) - Improving Disclosures about Fair Value Measurements. ASU 2010-06 requires new disclosures regarding transfers in and out of the Level l and 2 and activity within Level 3 fair value measurements. ASU 2010-06 also includes conforming amendments to employers’ disclosures about postretirement benefit plan assets. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosure of activity within Level 3 fair value measurements, which is effective for fiscal years beginning after December 15, 2010, and for interim periods within those years. There was no impact upon adoption of ASU 2010-06 on January 1, 2010 to the Company’s financial position or results of operations. The Company does not expect there will be an impact to its financial position or results of operations for the additional disclosure requirements in 2011.

In February 2010, the FASB issued ASU 2010-09, Subsequent Events (Topic 855) — Amendments to Certain Recognition and Disclosure Requirements. ASU 2010-09 requires an entity that is a Securities and Exchange Commission (“SEC”) filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement that an SEC filer disclose the date through which subsequent events have been evaluated. ASC 2010-09 was effective upon issuance. The adoption of this standard had no effect on the Company’s results of operation or its financial position.

2

RELATED PARTY TRANSACTIONS

The Company leases its office and warehouse space from a shareholder of the Company for $2,756 per month on a month-to-month basis.

The Company utilizes the services of an entity that is owned 50% of the CEO of the Company. The entity performs fulfillment services for the Company at a cost that is approximately equal to what these services would cost from an unrelated third party.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Our Management’s Discussion and Analysis should be read in conjunction with our financial statements included in this prospectus.

Forward-Looking Statements

This current report contains forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words “believe,” “anticipate,” “expect,” “estimate,” “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management’s current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: a general economic downturn; a downturn in the securities markets; federal or state laws or regulations having an adverse effect on proposed transactions that we desire to effect; Securities and Exchange Commission regulations which affect trading in the securities of “penny stocks,” and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. The accompanying information contained herein, including, without limitation, the information set forth under the heading “Management’s Discussion and Analysis and Plan of Operation” identifies important additional factors that could materially adversely affect actual results and performance. You are urged to carefully consider these factors. All forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statement. The terms “Vapor Corp,” “Vapor,” “we,” “us,” “our,” and the “Company” refer to Vapor Corporation and the terms “Smoke Anywhere USA,” and “Smoke” refer to our wholly owned subsidiary Smoke Anywhere USA, Inc.”

Recent Developments

Purchase Business Combination:

On September 1, 2009 Miller Diversified, Corp. (“we,” “Miller” or the “Company”) entered into a definitive agreement (the “Agreement”) with Smoke Anywhere USA, Inc., a Florida corporation (“Smoke”) to acquire 100% of the issued and outstanding shares of Smoke Anywhere USA, Inc., as a result of the transaction Smoke became a wholly-owned subsidiary of the Company. On November 5, 2009, Miller and Smoke, completed, subject to certain post closing undertakings, the transaction. The transaction contemplated by the Agreement was intended to be a “tax-free” reorganization pursuant to the provisions of Section 351 and 368 of the Internal Revenue Code of 1986, as amended. For accounting purposes, this transaction was being accounted for as a reverse merger, since the stockholders of Smoke own a majority of the issued and outstanding shares of common stock of the Company, and the directors and executive officers of Smoke now own and control in excess of eighty percent of the company’s outstanding stock.

In connection with the Company’s acquisition of the common stock of Smoke, the Company issued 20,670,000 shares of common stock of Miller to the SMOKE Shareholders, of which 2,074,640 of the Miller shares of Common Stock were loaned to the Company by, the Company’s controlling shareholder. Pursuant to the Acquisition Agreement and Plan of Merger, the company issued an additional 50,000,000 shares, subsequent to certain corporate actions as set forth in the Acquisition Agreement and Plan of Merger.

Restricted Inventories

In early 2009 the FDA issued import alert 66-41, and subsequent thereto US Customs has from time to time temporarily and in some instances indefinitely detained products sent to us by our Chinese suppliers. If the FDA and or customs modifies the import alert from a its current form which allows US customs’ discretion to release our products to us to a mandatory and definitive hold we will no longer be able to ensure a supply of product for US sales. At present we have two shipments of product that are subject to regulatory holds, one shipment has been detained by customs and another shipment is in our possession but subject to an FDA hold. The value of these two lots of inventory is approximately $500,000.

Critical Accounting Policies

This discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make significant estimates and judgments that affect the amounts reported in the consolidated financial statements and the accompanying notes. These items are regularly monitored and analyzed by management for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. The estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from the estimates.

Revenue Recognition

We recognize revenue from product sales or services rendered when the persuasive evidence of an arrangement exists, delivery has occurred and collect-ability is reasonably assured. Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped and title passes to customers. Retail items sold to customers are made pursuant to sales contracts that generally provide for transfer of both title and risk of loss upon our delivery to the carrier. Return allowances, which reduce product revenue by our best estimate of expected product returns, are estimated using historical experience. Revenue from product sales and services rendered is recorded net of sales taxes.

Taxes

We record valuation allowances against our deferred tax assets. Realization of deferred tax assets (such as net operating loss carry-forwards) is dependent on future taxable earnings and is therefore uncertain. At least quarterly, we assess the likelihood that our deferred tax asset balance will be recovered from future taxable income. To the extent we believe that recovery is not likely, we establish a valuation allowance against our deferred tax asset, which increases our income tax expense in the period when such determination is made.

In addition, we do not plan to record U.S. income tax expense for foreign earnings that we have determined to be indefinitely reinvested offshore, thus reducing our overall income tax expense. The amount of earnings designated as indefinitely reinvested offshore is based upon the actual deployment of such earnings in our offshore assets and our expectations of the future cash needs of our U.S. and foreign entities. Income tax considerations are also a factor in determining the amount of foreign earnings to be indefinitely reinvested offshore.

We carefully review all factors that drive the ultimate disposition of foreign earnings determined to be reinvested offshore, and apply stringent standards to overcoming the presumption of repatriation. Despite this approach, because the determination involves our future plans and expectations of future events, the possibility exists that amounts declared as indefinitely reinvested offshore may ultimately be repatriated. For instance, the actual cash needs of our U.S. entities may exceed our current expectations, or the actual cash needs of our foreign entities may be less than our current expectations. This would result in additional income tax expense in the year we determined that amounts were no longer indefinitely reinvested offshore. Conversely, our approach may also result in a determination that accumulated foreign earnings (for which U.S. income taxes have been provided) will be indefinitely reinvested offshore. In this case, our income tax expense would be reduced in the year of such determination.

On an interim basis, we estimate what our effective tax rate will be for the full fiscal year. The estimated annual effective tax rate is then applied to the year-to-date pre-tax income excluding infrequently occurring or unusual items, to determine the year-to-date tax expense. The income tax effects of infrequent or unusual items are recognized in the interim period in which they occur. As the fiscal year progresses, we continually refine our estimate based upon actual events and earnings by jurisdiction during the year. This continual estimation process periodically results in a change to our expected effective tax rate for the fiscal year. When this occurs, we adjust the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision equals the expected annual rate.

We account for uncertain tax positions on a quarterly basis, we reevaluate the probability that a tax position will be effectively sustained and the appropriateness of the amount recognized for uncertain tax positions based on factors including changes in facts or circumstances, changes in tax law, settled audit issues and new audit activity. Changes in our assessment may result in the recognition of a tax benefit or an additional charge to the tax provision in the period our assessment changes. We recognize interest and penalties related to income tax matters in income tax expense.

Other Contingencies

In the ordinary course of business, we are involved in legal proceedings regarding contractual and employment relationships, product liability claims, trademark rights, and a variety of other matters. We record contingent liabilities resulting from claims against us, including related legal costs, when a loss is assessed to be probable and the amount of the loss is reasonably estimable. Assessing probability of loss and estimating probable losses requires analysis of multiple factors, including in some cases judgments about the potential actions of third party claimants and courts. Recorded contingent liabilities are based on the best information available and actual losses in any future period are inherently uncertain. If future adjustments to estimated probable future losses or actual losses exceed our recorded liability for such claims, we would record additional charges as other (income) expense, net during the period in which the actual loss or change in estimate occurred. In addition to contingent liabilities recorded for probable losses, we disclose contingent liabilities when there is a reasonable possibility that the ultimate loss will materially exceed the recorded liability. Currently, we do not believe that any of our pending legal proceedings or claims will have a material impact on our financial position or results of operations.

Results of Operations for the Nine Months Ended September 30, 2010 Compared to the Nine Months Ended September 30, 2009

During the nine months ended September 30, 2010 we had $7,520,233 in revenues. This was an increase of $3,035,504 or approximately 68% for the nine months ended September 30, 2009.

Our cost of sales increased by $1,987,885 to $4,161,503 for the nine months ended September 30, 2010. This was an increase of 91%, as compared to cost of sales of $2,173,618 for the nine months ended September 30, 2009. Our operating expenses for the nine months ended September 30, 2010 consisted of selling, general and administrative expenses of $3,519,017 compared to selling, general and administrative expenses of $1,642,334 for the nine months ended September 30, 2009. This was an increase of $1,876,683 or approximately 114% for the nine months ended September 30, 2009.

During the nine months ended September 30, 2010 we had $0 in research and development costs. This was unchanged from the nine months ended September 30, 2009.

We had net loss of $125,887 for the nine months ended September 30, 2010, as compared to net income of $403,052 for the nine months ended September 30, 2009.

Liquidity and Capital Resources

During the nine months ended September 30, 2010 we had total assets of $1,330,155.

During the nine months ended September 30, 2010 we had total liabilities of $724,965.

We had retained earnings of $197,940 and total stockholders’ equity of $577,590 as of September 30, 2010.

Our net cash provided by operating activities was $126,035 for the nine months ended September 30, 2010 which included net loss of $120,037, and accounts payable and other accrued liabilities of $131,143. Net cash provided by operating activities for the nine months ended September 30, 2009 was $10,603, which included a net income of $403,052, the acquisition and purchase of inventories in the amount of $788,431 and accounts payable and other accrued liabilities of $230,024.

Cash flows from operations were sufficient to fund our requirements during this period.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of September 30, 2010 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Inherent Limitations Over Internal Controls

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s internal control over financial reporting includes those policies and procedures that:

	(i)		pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;
	(ii)		provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and
	(iii)		provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, 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 internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act. Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based and has concluded that its internal control over financial reporting was effective as of September 30, 2010 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the first quarter of fiscal 2010, which were identified in connection with management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

As of September 30, 2010, the end of the quarterly period covered by this report, the Company was subject to the various legal proceedings and claims discussed below, as well as certain other legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business. In the opinion of management, the Company does not have a potential liability related to any current legal proceedings and claims that would individually or in the aggregate materially adversely affect its financial condition or operating results. However, the results of legal proceedings cannot be predicted with certainty. Should the Company fail to prevail in any of these legal matters or should several of these legal matters be resolved against the Company in the same reporting period, the operating results of a particular reporting period could be materially adversely affected.

Smoke Anywhere USA, Inc. v. TransFirst

On February 23, 2010 Smoke Anywhere USA, Inc., our wholly owned subsidiary, filed an arbitration against TransFirst, a company providing us credit card transaction processing services, as required, in the event of a dispute under the services contract by and between the parties. TransFirst refused arbitration in the forum the company selected and filed Complaint to Compel Arbitration and for Related Declaratory Relief in the state of Colorado. We have retained the law firm of Greenberg Traurig to represent us. We are seeking to have certain fees and fines related to our credit card processing activities reversed, in addition to demanding that certain monies held by TransFirst, be released to the Company.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item

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

On September 14, 2010 the Company issued a total of 125,000 shares of stock as compensation pursuant to several sponsorship agreements with certain professional poker players for marketing services rendered during the World Series of Poker, poker tournament in Las Vegas, Nevada.

The unregistered shares were issued as follows:

Michael Mizrachi 60,000; Robert Mizrachi 45,000; Eric Mizrachi 5,000; Daniel Mizrachi 5,000; David Rheem 5,000; Noah Boeken 5,000.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved).

Item 5. Other Information.

None.

Item 6. Exhibits.

					Incorporated by Reference
Exhibit							Filing Date/
Number			Exhibit Description		Form		Period End Date
3.1	*		Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of Nevada on January 4, 2010.		DEF-14C		12/10/09
3.2	*		By-Laws of the Registrant, as amended.		8-K		01/10/86
31.1	**		Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2	**		Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
32.1	**		Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, this 15th day of Novmeber 2010.