Viva Entertainment Group Inc. - Quarter Report: 2012 January (Form 10-Q)

farmacia10q013112.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED January 31, 2012

OR

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

COMMISSION FILE NUMBER: 333-163815

FARMACIA CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	5912	98-0642409
(State or other jurisdiction of organization)	(Primary Standard Industrial Classification Code)	(IRS Employer Identification #)

204/2 Alba Yulie Street. Suite 68

Kishineu, MD 2001, Moldova

Tel. 01137323523341

Fax (702)9385878

(Address, including zip code, and telephone number,

including area code, of registrants principal executive offices)

Business Filings Incorporated

6100 Neil Road, Suite 500

Reno, Nevada 89511

(608) 827-5300 (608) 827-5300

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

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 last 90 days. YES x NO o

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO o

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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	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 o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 6,000,000 as of March 15, 2012.

TABLE OF CONTENTS

PART I. Financial Information	Page

Item 1. Financial Statements (Unaudited)	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3. Quantitative and Qualitative Disclosures About Market Risk	7
Item 4. Controls and Procedures	7

PART II. Other Information

Item 1A. Risk Factors	8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 6. Exhibits	8

Signatures	9

Exhibit Index	10

ITEM 1. FINANCIAL STATEMENTS

Farmacia Corporation

(Unaudited)

January 31, 2012

Index

Balance Sheets (Unaudited)	F-1

Statements of Operations (Unaudited)	F-2

Statements of Cash Flows (Unaudited)	F-3

Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited)	F-4

Notes to the Unaudited Financial Statements (Unaudited)	F-5

Farmacia Corporation

(A Development Stage Company)

Balance Sheets

As of January 31, 2012 and October 31, 2011

(Unaudited)

	January 31, 2012			October 31, 2011

ASSETS

Current Assets

Cash	$	26,709		$	32,736

Total Assets	$	26,709		$	32,736


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable	$	-		$	1,330
Due to related parties		100			1,167
		100			2,497

Stockholders’ Equity (Deficit)

Common stock, 75,000,000 shares authorized, $.00001 par value, 6,000,000 shares issued and outstanding		60			60

Additional paid-in capital		68,830			67,330

Deficit accumulated during the development stage		(42,281	)		(37,151	)

Total Stockholders’ Equity (Deficit)		26,609			30,239

Total Liabilities and Stockholders’ Equity (Deficit)	$	26,709		$	32,736

See the accompanying summary of accounting policies and notes to the financial statements.

F-1

Farmacia Corporation

(A Development Stage Company)

Statements of Operations

For the Three Months Ended January 31, 2012 and 2011

and from October 1, 2009 (Inception) Through January 31, 2012

(Unaudited)

	For The Three Months Ended January 31, 2012			For The Three Months Ended January 31, 2011			From October 1, 2009 (Inception) through January 31, 2012

Operating Expenses

Consulting services	$	750		$	750		$	7,000
Rent		750			750			7,000
Legal and accounting		3,630			1,960			26,235
G&A expense		-			24			2,046

Total Expenses		5,130			3,484			42,281

Net Loss	$	(5,130	)	$	(3,484	)	$	(42,281	)


Net Loss Per Common Share – Basic and Diluted	$	(0.00	)	$	(0.00	)

Weighted Average Number of Common Shares Outstanding		6,000,000			5,000,000

See the accompanying summary of accounting policies and notes to the financial statements.

F-2

Farmacia Corporation

(A Development Stage Company)

Statements of Cash Flows

For the Three Months Ended January 31, 2012 and 2011

and from October 1, 2009 (Inception) Through January 31, 2012

(Unaudited)

	For The Three Months Ended January 31, 2012			For The Three Months Ended January 31, 2011			From October 1, 2009 (Inception) through January 31, 2012
Operating Activities

Net loss		(5,130	)		(3,484	)		(42,281	)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Donated Capital, consulting services and rent expense		1,500			1,500			28,840

Changes in operating assets and liabilities

Increase (decrease) in accounts payable		(1,330	)		1,960			-
Increase (decrease) in accounts payable – related party		(1,067	)		-			100

Net Cash Provided by (Used in) Operating Activities		(6,027	)		(24	)		(13,341	)

Financing Activities

Proceeds from the sale of common stock		-			-			40,050

Net Cash Provided by Financing Activities		-			-			40,050

Increase (decrease) in Cash		(6,027	)		(24	)		26,709

Cash – Beginning of Period		32,736			70			-

Cash – End of Period		26,709			46			26,709

Supplemental Disclosures:

Interest paid		–			–			–
Income taxes paid		–			–			–

See the accompanying summary of accounting policies and notes to the financial statements.

F-3

Farmacia Corporation

(A Development Stage Company)

Statement of Changes in Stockholders’ Equity (Deficit)

For the Period from October 1, 2009 (Inception) Through January 31, 2012

(Unaudited)

					Additional
	Common Stock				Paid-in			Accumulated
	Shares		Amount		Capital			Deficit			Total

Issuance of founder’s shares		5,000,000		50		(50	)		-			-
Donated services		-		-		500			-			500
Net loss		-		-		-			(775	)		(775	)
Balances at October 31, 2009		5,000,000	$	50	$	450		$	(775	)	$	(275	)
Donated services		-		-		6,150			-			6,150
Net loss		-		-		-			(17,685	)		(17,685	)
Balances at October 31, 2010		5,000,000	$	50	$	6,600		$	(18,460	)	$	(11,810	)
Shares issued for cash		1,000,000		10		39,990			-			40,000
Donated services		-		-		20,740			-			20,740
Net loss		-		-		-			(18,691	)		(18,691	)
Balances at October 31, 2011		6,000,000	$	60	$	67,330		$	(37,151	)	$	30,239

Donated services		-		-		1,500			-			1,500
Net loss		-		-		-			(5,130	)		(5,130	)
Balances at January 31, 2012		6,000,000	$	60	$	68,830		$	(42,281	)	$	26,609

See the accompanying summary of accounting policies and notes to the financial statements.

F-4

Farmacia Corporation

(A Development Stage Company)

Notes to the Financial Statements

(unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Farmacia Corporation have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with Farmacia’s audited 2011 annual financial statements and notes thereto filed with the SEC on form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the result of operations for the interim periods presented have

been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in Farmacia’s 2011 annual financial statements have been omitted.

NOTE 2 - GOING CONCERN

Farmacia Corporation’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $42,281 and has insufficient working capital to meet operating needs for the next twelve months as of January 31, 2012 all of which raise substantial doubt about Farmacia’s ability to continue as a going concern.

NOTE 3 - RELATED PARTY TRANSACTIONS

During the three months ended January 31, 2012 the Company recognized a total of $1,500 for donated services provided by the President and Director of the Company.

NOTE 4 - COMMON STOCK

The Company issued 5,000,000 shares of common stock as founder’s shares to the President and Director of the Company on October 30, 2009.

The Company issued 1,000,000 shares of common stock in 2011 at $0.04 per share for total proceeds of $40,000.

NOTE 5 – SUBSEQUENT EVENTS

None.

F-5

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

THIS 10-Q CONTAINS FORWARD-LOOKING STATEMENTS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE SET FORTH AS A RESULT OF GENERAL ECONOMIC CONDITIONS AND CHANGES IN THE ASSUMPTIONS USED IN MAKING SUCH FORWARD-LOOKING STATEMENTS. THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS SHOULD BE READ TOGETHER WITH THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND ACCOMPANYING NOTES AND THE OTHER FINANCIAL INFORMATION APPEARING ELSEWHERE IN THIS REPORT. THE ANALYSIS SET FORTH BELOW IS PROVIDED PURSUANT TO APPLICABLE SECURITIES AND EXCHANGE COMMISSION REGULATIONS AND IS NOT INTENDED TO SERVE AS A BASIS FOR PROJECTIONS OF FUTURE EVENTS. REFER ALSO TO "CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS" AND "RISK FACTORS" BELOW.

The following discussion and analysis provides information which management of FARMACIA CORPORATION (the "Company") believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report.

CAUTION ABOUT FORWARD-LOOKING STATEMENTS

This management's discussion and analysis or plan of operation should be read in conjunction with the financial statements and notes thereto of the Company for the quarter ended January 31, 2012. Because of the nature of a relatively new and growing company the reported results will not necessarily reflect the future.

This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

We are a start-up corporation and have not yet generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin our operations.

On May 19, 2011, the Securities and Exchange Commission declared our Form S-1 Registration Statement effective, file number 333-163815, permitting us to offer up to 5,000,000 shares of common stock at $0.04 per share.

On July 8, 2011 we closed our offering and sold 1,000,000 shares at $0.04 per share to 30 people raising $40,000 USD.

On July 21, 2011 we hired West Coast Stock Transfer Corp. of 2010 Hancock Street Ste. A, San Diego, CA 92110 to be our transfer agent.

Our goal is to commence our operations. We intend to accomplish the foregoing through the following milestones:

1.	Complete our public offering. We believe that we will raise sufficient capital to begin our operations, and we believe that this could take up to 270 days from the date the Securities and Exchange Commission declares our offering effective. We will not begin operations until we have closed this offering. We intend to concentrate all of our efforts on raising as much capital as we can during this period.

2.	After completion of the offering, we will lease a retail space, hire a pharmacist, obtain a business license and begin to develop our website. We have reserved the domain name www.farmaciacorp.md for our website. We believe that our website can be fully operational within 90 days. We also intend to design and develop our “Farmacia Catalogue” which would advertise our product and our prices. In the beginning of our business operations we plan to advertise our business on the local billboards .

3.	After our website is established, we intend to begin to market our business to potential customers and investors through our website, our catalogue, billboard advertisement and by personal contacts through Ms. Cudina, our president. Our catalogue would be designed and we will start delivering it to the mailboxes of the residents in the area of the city of Kishineu. After basic marketing is completed, we plan to lease the retail space in the city of Kishineu, Moldova.

	Within 120 days after we complete our public offering, we should be in the position to establish our first pharmacy in Kishineu, Moldova.

If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in development stage operations and have not yet generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available to us on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to our existing shareholders.

Results of operations

From Inception on October 26, 2009 to January 31, 2012

During this period we incorporated the company, hired an attorney, and hired an auditor for the preparation of the registration statement. We also prepared an internal business plan. Our loss since inception is $42,281 of which $7,000 is for rent, $7,000 is for consulting services, $2,046 is for G & A expense, and $26,235 is for legal and accounting expenses. For the 3 months ended January 31, 2012 our loss is $5,130 of which $750 is for rent, $750 is for consulting services and $3,630 is for legal and accounting expenses. For the 3 months ended January 31, 2011 our loss is $3,484 of which $750 is for rent, $750 is for consulting services, $24 is for G & A expense, and $1,960 is for legal and accounting expenses.

Since inception, we have issued 5,000,000 shares of common stock to our sole officer and director as founder’s shares. In addition we issued 1,000,000 as a result of our Initial Public Offering.

Liquidity and capital resources

To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to begin operations but we cannot guarantee that once we begin operations we will stay in business after operations have commenced. If we are unable to successfully attract customers to utilize our pharmacy operation, we may use up the proceeds from this offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to continue our operations. At present, we have not made any arrangements to raise additional capital, other than through this offering.

Our sole officer and director is willing to loan us money for our operations until this offering has been completed or until the offering period has expired. If we need additional capital and cannot raise it we will either have to suspend operations until we do raise the capital or cease operations entirely. If we raise the minimum amount of money from this offering, it will last one year. Other than as described in this paragraph, we have no other financing plans.

As of the date of this filing, we have yet to generate any revenues from our business operations.

We issued 6,000,000 shares of common stock pursuant to an exemption from registration contained in Section 4(2) of the Securities Act of 1933. This was accounted for as a sale of common stock.

As of January 31, 2012, our total assets were $ 26,709 and our total liabilities were $ 1,050.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived 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. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended January 31, 2009 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 8, 2011 we closed our offering and sold 1,000,000 shares at $0.04 per share raising $40,000 USD.

ITEM 6. EXHIBITS.

The following documents are included herein:

Exhibit No.		Document Description

31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 15 day of March , 2012.

	FARMACIA CORPORATION (Registrant)

	By:	/s/ Irina Cudina
		Irina Cudina
		President, Chief Executive Officer, Treasurer, Chief Financial Officer, Principal Accounting Officer and sole member of the Board of Directors

EXHIBIT INDEX

Exhibit No.		Document Description

31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document