Sundance Strategies, Inc. - Quarter Report: 2012 December (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

  X .

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

For the quarterly period ended: December 31, 2012

      .

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

JAVA EXPRESS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-50547	88-0515333
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

4626 North 300 West, Suite 375

Provo, Utah 84604

(Address of principal executive offices) (Zip Code)

801-691-5955

(Registrant’s telephone number, including area code)

Check 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.   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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes   X .  No       . The Registrant does not have a web site.

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 filed       .	Non-accelerated filer       .	Smaller reporting company   X .

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock as of the latest practicable date.

As of February 12, 2013, the Registrant had 3,760,072 shares of common stock outstanding.

 

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TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	3
Item 1.  Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.  Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.  Controls and Procedures	13
PART II – OTHER INFORMATION	14
Item 1.  Legal Proceedings.	14
Item 1A.  Risk Factors	14
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.	14
Item 3.  Defaults Upon Senior Securities	14
Item 4.  Mine Safety Disclosures	14
Item 5.  Other Information.	14
Item 6.  Exhibits.	14
SIGNATURES	15

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UNAUDITED FINANCIAL STATEMENTS

December 31, 2012

Condensed Balance Sheets	4
Condensed Statements of Operations for the Three and Nine Month Periods Ended December 31, 2012 and 2011 and for the period December 14, 2001 (Inception of Development Stage) to December 31, 2012	5
Condensed Statements of Cash Flows for the Nine Month Periods Ended December 31, 2012 and 2011 and for the period December 14, 2001 (Inception of Development Stage) to December 31, 2012	6
Notes to Condensed Financial Statements	7

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JAVA EXPRESS, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
		December 31,		March 31,
		2012		2012
ASSETS		(Unaudited)
Current Assets
Cash & Cash Equivalents	$	356	$	247
Total Current Assets		356		247
Total Assets	$	356	$	247
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Current Liabilities
Accounts Payable	$	11,551	$	1,860
Advances		4,000		-
Advances from related parties		20,050		10,300
Notes Payable		750		750
Notes Payable - related party		2,500		2,500
Accrued Interest		616		421
Total Current Liabilities		39,467		15,831
Total Liabilities		39,467		15,831
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, par value $.001; 10,000,000 shares authorized; no shares issued and outstanding		-		-
Common Stock, par value $.001; 500,000,000 shares authorized; 3,760,072 shares issued and outstanding		3,760		3,760
Additional Paid-In Capital		485,236		485,236
Deficit Accumulated During Development Stage		(528,107)		(504,580)
Total Stockholders' Equity (Deficit)		(39,111)		(15,584)
Total Liabilities and Stockholders' Equity (Deficit)	$	356	$	247

The accompanying notes are an integral part of these condensed financial statements.

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The accompanying notes are an integral part of these condensed financial statements.

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JAVA EXPRESS, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
For the Nine Month Periods Ended December 31, 2012 and 2011
and the Cumulative Period from December 14, 2001 (Date of Inception
of the Development Stage) to December 31, 2012
(Unaudited)
							Cumulative
							From
							Dec. 14, 2001
							(Inception of
							Development
			For the Nine Months Ended				Stage) to
			December 31,				December 31,
			2012		2011		2012
Cash Flows From Operating Activities:
	Net Loss	$	(23,527)	$	(8,720)	$	(528,107)
	Adjustments to reconcile net loss to net cash used in operating activities:
	Net Cash Used In Operating Activities:
	Depreciation		-		-		26,606
	Stock issued for interest on note		-		-		98
	Gain on settlement of debt		-		-		(6,000)
	Gain on sale of equipment		-		-		(6,754)
	Loss on sale of investments		-		-		23,019
	Changes in Operating Assets and Liabilities:
	Increase (decrease) in accounts payable		9,691		710		11,551
	Decrease in accounts payable-related party-services		-		-		6,000
	Increase in accrued interest		195		195		36,378
	Net Cash Used In Operating Activities:		(13,641)		(7,815)		(437,209)
Cash Flows From Investing Activities:
	Cash acquired in acquisition		-		-		6,245
	Proceeds from sale of equipment		-		-		18,390
	Purchase of furniture and fixtures		-		-		(23,088)
	Purchase of equipment		-		-		(53,500)
	Net Cash Used In Investing Activities:		-		-		(51,953)
Cash Flows From Financing Activities:
	Proceeds from sale of common stock		-		-		208,566
	Capital contributed by shareholder-cash		-		-		12,942
	Proceeds from advances		4,000		-		4,000
	Proceeds from advances from related parties		9,750		7,800		20,050
	Proceeds from note payable		-		-		247,208
	Proceeds from notes payable-related party		-		-		2,500
	Payment of note		-		-		(5,748)
	Net Cash Provided By Financing Activities		13,750		7,800		489,518
Net (Decrease) Increase In Cash			109		(15)		356
Cash at Beginning of Period			247		878		-
Cash at the End of Period		$	356	$	863	$	356
Supplemental Disclosures of Cash Flow Information:
	Cash paid for interest	$	-	$	-	$	290
	Cash paid for income taxes	$	-	$	-	$	-
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
	Notes payable converted to common stock	$	-	$	-	$	240,055
	Stock issued in acquisition	$	-	$	-	$	27,433
	Fixed assets exchanged for services	$	-	$	-	$	5,345
	Fixed assets exchanged for investments	$	-	$	-	$	51,597
	Fixed assets exchanged for payment of notes	$	-	$	-	$	22,935
	Investments exchanged for notes	$	-	$	-	$	6,860

The accompanying notes are an integral part of these condensed financial statements.

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JAVA EXPRESS, INC.

(Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

December 31, 2012

(Unaudited)

1.  ORGANIZATION AND BASIS OF PRESENTATION

Organization

The Company was incorporated under the laws of the State of Nevada on December 14, 2001, with authorized 50,000,000 shares of $.001 par value common stock and 10,000,000 shares of $.001 par value preferred stock. On November 14, 2012, the Company and its Board of Directors increased the authorized common shares from 50,000,000 shares to 500,000,000 shares. There are no shares of the preferred stock issued and outstanding and the terms have not been defined. The Company’s fiscal year end is March 31.  Since December 14, 2001, the Company has been in the development stage. Initially, the Company developed a “turn key” retail coffee kiosk design with the intention of operating retail kiosk(s) in the Las Vegas, Nevada area, and elsewhere. Although the Company began marketing the concept, it was determined that this venture would not be successful the Company sought other business opportunities. In September, 2004, the Company entered into business coaching through the acquisition of K-Com Business Coaching Corp. The Company operated this business until January 30, 2006. There have been no operations since that time.

On September 29, 2004, the Company entered into a plan of reorganization whereby they acquired 100% ownership in K-Com Business Coaching Corp., a Utah Corporation, in exchange for 1,200,000 shares of common stock.

On January 30, 2006, the Company dissolved its wholly-owned subsidiary, K-Com Business Coaching Corp.  All of the assets and liabilities of K-Com were absorbed by the Company and are reflected in its financial statements for the year ended March 31, 2006, and are recorded at book value.

Basis of Presentation

The interim financial statements for the three and nine months ended December 31, 2012 and 2011 are unaudited. These financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America.

The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management’s opinion all adjustments necessary for a fair presentation of the Company’s financial statements are reflected in the interim periods included, and are of a normal recurring nature. These interim financial statements should be read in conjunction with the financial statements included in our annual report on Form 10-K for the year ended March 31, 2012, filed with the SEC.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

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JAVA EXPRESS, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2012

(Unaudited)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same. The Company has no dilutive shares outstanding.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles.  Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could vary from the estimates that were assumed in preparing these financial statements.

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short term maturities.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse.  An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.

Concentration of Credit Risk

There are no financial instruments that potentially subject the Company to significant concentration of credit risks.

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion of services provided.

Advertising and Market Development

The Company expenses advertising and market development costs as incurred.

Recent Accounting Pronouncements

The Company has reviewed recent accounting pronouncements and does not expect that the adoption of the recent accounting pronouncements will have a material impact on its financial statements.

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

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JAVA EXPRESS, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2012

(Unaudited)

3.  NOTES PAYABLE

On June 3, 2010, the Company entered into a promissory note agreement for $750. The note was payable within eighteen months. The note has a stated interest rate of 8% per annum. As of December 31, 2012 the principal balance was $750 with accrued interest of $155. The note maturity date was December 3, 2011.

On August 30, 2010 and September 29, 2010, the Company entered into promissory note agreements with a related party for $1,500 and $1,000, respectively. The notes have a stated interest rate of 8% per annum. As of December 31, 2012 the principal balance was $2,500 with accrued interest of $461. The note maturity dates were February 28, 2012 and March 29, 2012, respectively.

4.  ADVANCES

On December 5, 2012, the Company received an advance from a non-related party for $4,000. The advance is non-interest bearing and has no maturity date.

On January 18, 2011, March 14, 2011, June 23, 2011, July 6, 2011, November 2, 2011, May 2, 2012, April 1, 2012 and August 3,2012 the Company received advances from a related party for $1,000, $1,500, $2,000, $3,300, $2,500, $4,500, $450 and $4,800, respectively. These advances are non-interest bearing and have no maturity dates.

5.  SIGNIFICANT RELATED PARTY TRANSACTIONS

As of December 31, 2012, all activities of the Company were conducted by the principal corporate officer from either his home or business office.

On August 30, 2010 and September 29, 2010, the Company entered into promissory note agreements with a related party for $1,500 and $1,000, respectively. The notes have a stated interest rate of 8% per annum. As of December 31, 2012 the principal balance was $2,500 with accrued interest of $461. The note maturity dates were February 28, 2012 and March 29, 2012, respectively.

On January 18, 2011, March 14, 2011, June 23, 2011, July 6, 2011, November 2, 2011, May 2, 2012, April 1, 2012 and August 3, 2012 the Company received advances from a related party for $1,000, $1,500, $2,000, $3,300, $2,500, $4,500, $450 and $4,800, respectively.

During the year ended March 31, 2008, Globe Energy Technologies, LLC became a majority shareholder (49.7%) of the Company through its purchase of shares from the Company, certain selling shareholders and conversion of a promissory note. Globe Energy Technologies, LLC’s Managing Member is Mark Burdge, a director of the Company.

6.  COMMON STOCK

On November 14, 2012, the Company and its Board of Directors increased the authorized common shares from 50,000,000 shares to 500,000,000 shares.  Furthermore, the Company authorized a 1 for 3 reverse stock split of its issued and outstanding common shares.  The effect of the reverse stock split decreased the number of issued and outstanding common shares from 11,280,140 common shares to 3,760,072 common shares. The effects of the reverse stock split have been applied retroactively since the Company’s date of inception.

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JAVA EXPRESS, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2012

(Unaudited)

7.  GOING CONCERN

Generally accepted accounting principles in the United States of America contemplate the continuation of the Company as a going concern. However, the Company had a net loss for the period ended December 31, 2012, of $23,527. Additionally it has accumulated operating losses since its inception and has limited business operations, which raises substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company is dependent upon the continuing financial support of investors and stockholders of the Company. The Company intends to attempt to acquire additional operating capital through private equity offerings to the public and existing investors to fund its business plan. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Safe Harbor for Forward-Looking Statements

When used in this Quarterly Report, the words “may,” “will,” “expect,” “anticipate,”  “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act and Section 21e of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding events, conditions, and financial trends that may affect the Java’s future plans of operations, business strategy, operating results, and financial position.  Persons reviewing this Quarterly Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, and that actual results may differ materially from those included within the forward-looking statements as a result of various factors.  Such factors include, but are not limited to, general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.

General

Java Express, Inc. was incorporated on December 14, 2001, under the laws of the State of Nevada for the purpose of selling coffee and other related items to the general public from retail coffee shop locations.  We commenced our operations and purchased both kiosk designs and equipment as well as conducted marketing studies. We began working with a contractor to design a “turn-key” kiosk” and we began negotiations with various casinos and mall spaces in the Las Vegas, Nevada area for placement of the kiosks. We continued to develop the “turn-key’ kiosk concept for further marketing in other geographical areas once our first kiosk was established. Our competition, however, especially from well known coffee companies such as Starbucks, increased during that time period and we were ultimately unsuccessful in establishing our retail coffee shop locations.  We began looking for other business opportunities. On September 29, 2004, we acquired 100% ownership in K-Com Business Coaching Corp., a Utah Corporation. We discontinued our efforts to establish a coffee shop business and began focusing on developing K-Com’s existing business coaching operations. K-Com provided us with over $200,000 in revenues in 2005 and 2006. On January 30, 2006, we dissolved K-Com Business Coaching Services and all of its assets and liabilities were absorbed Java Express and are reflected in our financial statements for the year ended March 31, 2006. Our revenues from our coaching services began decreasing during the last quarter of our 2006 fiscal year. We had no revenues from the coaching business in each of the last four fiscal years. We are now a “shell company.”

Plan of Operation

Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected.

During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing or to the payment of our Securities and Exchange Commission (the “SEC”) filing expenses and associated legal fees, accounting fees and costs incident to reviewing or verifying information about any potential business venture, any of which may be advanced by management or principal stockholders as loans to us.  There is no agreement that management will advance these funds.  We spent approximately $10,300 on accounting, legal and filing fees during our fiscal year ended March 31, 2012, to comply with our SEC filing requirements; in the prior year, we spent about $8,000 for legal, accounting and filing fees. We anticipate that expenses associated with our SEC filing requirements will be the same or more in the next 12 months, especially with the additional burden of XBRL filing requirements, which we began to comply with on our June 30, 2011, quarterly report; our XBRL requirements will cost us approximately $3,500 more during the next 12 months. At the end of December 31, 2012, we have $356 to satisfy all of our cash requirements for the coming year which is insufficient to fund our minimum operations.

Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective venture as of the date of this Quarterly Report, it is impossible to predict the amount of any such management or shareholder loans.  Any such loan will be on terms no less favorable to us than would be available from a commercial lender in an arm’s length transaction.  As of the date of this Quarterly Report, we have not actively begun to seek any such venture.  No advance or loan from any affiliate will be required to be repaid as a condition to any agreement with future acquisition partners.

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When and if a business is commenced or an acquisition is made is presently unknown, and will depend upon various factors, including but not limited to, funding and its availability; and if and when any potential acquisition may become available to us at terms acceptable to us.  The estimated costs associated with reviewing and verifying information about a potential business venture would be mainly for due diligence and the legal process, and could cost between $5,000 and $25,000.  These funds will either be required to be loaned by management or raised in private offerings; we cannot assure you that we can raise these funds, if needed.

Liquidity and Capital Resources

Balance Sheet Information

The following information is a summary of our balance sheet as of December 31, 2012:

Summary Balance Sheet as of December 31, 2012

Total Current Assets	$	356
Total Assets		356
Total Current Liabilities		39,467
Total Liabilities		39,467
Accumulated Deficit		(528,107)
Total Stockholders’ Equity (Deficit)	$	(39,111)

At December 31, 2012, our total current assets were $356 and consisted of cash and cash equivalents; we had no fixed assets.  Liabilities at that date totaled $39,467 and consisted of accounts payable of $11,551, advances from related parties of $20,050, and notes payables aggregating $3,250 with accrued interest of $616.

Acquisition of Subsidiary through Issuance of Common Stock

We funded the acquisition of our subsidiary through the issuance of common stock.  On September 29, 2004, the Company issued 1,200,000 shares of common stock for the 100% purchase of K-Com Business Coaching. The shares were issued in a private transaction without registration in reliance of the exemption provided by Section 4(2) of the Securities Act. No broker was involved and no commissions were paid on the transaction.

Funding Through Promissory Notes, and Advances

Between 2004 and 2008, we consistently funded operations through loans from both related and non-related parties through various convertible notes.  As of our year ended March 31, 2008, all of the convertible notes entered into between 2004 and 2008 were paid.

On June 3, 2010, the Company entered into a promissory note agreement for $750. The note is payable within eighteen months. The note has a stated interest rate of 8% per annum. As of December 31, 2012 the principal balance was $750 with accrued interest of $155. The note maturity date was December 3, 2011.

On August 30, 2010 and September 29, 2010, the Company entered into promissory note agreements with a related party for $1,500 and $1,000, respectively. The notes have a stated interest rate of 8% per annum. As of December 31, 2012 the principal balance was $2,500 with accrued interest of $461. The note maturity dates were February 28, 2012 and March 29, 2012, respectively.

Since January 18, 2011, the Company has received advances from a related party totaling $20,050.

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Funding through Private Placement

On March 11, 2008, we authorized the private offering of a maximum of 1,100,000 shares of our common stock that are “restricted securities.” These shares were sold to Globe Energy Technologies LLC at $0.05 per share, for proceeds of $55,000. No commissions were paid. Globe Energy Technologies, LLC, is now a 49.7% shareholder and is controlled by Mark Burdge, a former director and executive officer of the Company. A $25,000 debt to our previous former President was satisfied for $19,000 with these funds, as well as a $5,458 convertible note.  The balance of the proceeds were held in escrow and used to pay legal fees associated with the offering of $5,000 and as working capital.

 

Funding Future Acquisitions and Operations

Our ability to fund our operations and future acquisitions is discussed above under “Plan of Operations.”

Off-Balance Sheet Arrangements

None.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.  Controls and Procedures

Evaluation of disclosure controls and procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2012, our disclosure controls and procedures were, subject to the limitations noted above, effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in internal control over financial reporting

 

Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

None.  

Item 1A.  Risk Factors

Not required.

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

During the period covered by this Quarterly Report, no unregistered securities were sold; and no proceeds from the sale of registered securities were received.  

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Item 5.  Other Information

On or about October 15, 2012, the Company informed Madsen & Associates CPAs, Inc. of their dismissal as the Company’s independent registered public accounting firm.  Sadler, Gibb & Associates, L.L.C. was engaged as our current independent registered public accounting firm on or about the same date.

On or about October 16, 2012, Mark C. Burdge resigned as the President, Chief Executive Officer, and a director of the Company.  Pursuant to the Unanimous Written Consent of the Board of Directors, Jonathan Craig Moffitt was elected to service on the Board of Directors and to the positions of President and Chief Executive Officer, to fill the vacancies created by the resignations of Mr. Burdge.  There were no disagreements between Mr. Burdge and the Company related to his resignations or otherwise.

Additional information regarding these matters can be found in the Company’s 8-KA Current Report dated October 15, 2012, and filed with the Securities and Exchange Commission on October 18, 2012.

Item 6.  Exhibits

No.		Description
2.1		Agreement and Plan of Reorganization, dated September 29, 2004 between Java Express, Inc. and K-Com Business Coaching Corp. (2)
3.1		Articles of Incorporation as amended (1)
3.2		Bylaws (1)
20.1		Form 8-K - Current Report filed on or about November 12, 2012 regarding the reverse split of our outstanding common stock on a basis of one for three (3)
20.2		Form 8-K - Current Report filed on or about November 12, 2012 regarding the CUSIP change in accordance with the reverse split of our outstanding common stock (3)
31.1		Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (3)
31.2		Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (3)
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)

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Item 6.  Exhibits (continued)

No.		Description
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Label Linkbase Document.
101.PRE		XBRL Taxonomy Presentation Linkbase Document.

(1)Filed with our initial Form 10SB Registration Statement on January 12, 2004.

(2)Filed as Exhibit 2.0 to Form 8-K filed with the SEC on October 5, 2006.

(3)Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

JAVA EXPRESS, INC.

(Registrant)

Dated:	February 12, 2013		By:	/s/ Jonathan Moffitt
				Jonathan Moffitt, President, Chief Executive Officer Director

Dated:	February 12, 2013		By:	/s/ Del Higginson
				Del Higginson, Chief Financial Officer, Treasurer Secretary and Director

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