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 September 30, 2008
[
] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition
period from __________________ to __________________
Commission File Number 0-30595
PACIFIC LAND & COFFEE CORPORATION
(Exact
Name of small business issuer as specified in its charter)
Delaware
33-0619256
(State or other Jurisdiction
of
I.R.S. Employer Identification No.)
Incorporation or Organization
500 Alakawa Street, Suite 220C, Honolulu,
Hawaii
96817
(Address
of Principal Executive
Offices)
(Zip Code)
(808)
371-4266
(Issuer's Telephone Number, including Area Code)
Indicate by check mark whether the Registrant (i) 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 (of for such shorter period that the Registrant
was required to file such reports) and (ii) has been subject to such filing
requirements for the past 90 days. Yes
X
No
Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes
[
] No [ X ]
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. (Check one):
|
|
|
|
|
|
|
Large accelerated filer _
|
|
Accelerated filer _
|
|
Non-accelerated filer _
|
|
Smaller reporting company X
|
(Do not check if a smaller reporting
company)
|
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Common Stock, $.001 par value
12,760,433
Title of
Class Number
of Shares outstanding
at November 13, 2008
PACIFIC
LAND
AND COFFEE CORPORATION.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
Sept. 30,
March
31,
2008
2008
Unaudited
Audited
Current Assets
Cash in
bank
$
14,004
$
18,542
Accounts receivable, net of
allowance
for doubtful accounts of $2,560
and
$2,084 15,574
19,591
Other
Receivable
29,600
29,600
Income Tax
receivable
0
44,880
Total Current
Assets
59,178
112,613
Fixed
Assets
Equipment
189,157
191,689
Leasehold
Improvements
9,316
9,316
Less:
Accumulated
Depreciation
(123,857)
(110,910)
Total Fixed
Assets
74,616
90,095
Other
Assets
Rent
Deposit
12,908
12,908
Patents,
net of amortization
of
$ 512,529 and $
473,715
586,697
625,511
Research/License Agreement,
Net of
amortization of $70,632 and
$64,274
99,368
105,726
Total Other
Assets
698,973
744,145
TOTAL
ASSETS
$ 832,767
$ 946,853
The
accompanying notes are an integral part of the financial statements.
2
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts
Payable $
348,619
$ 299,868
Credit
Line 24,690
19,953
Payroll
& Excise Taxes
Payable
8,149
3,371
Accrued
Interest
63,258
63,258
Note
Payable related
Party
145,980
145,980
Current
Portion of Long Term Debt Note
5
13,160
13,177
Shareholder
Advances
141,500
0
Total Current
Liabilities
745,356
545,607
Long Term Liabilities
Note
Payable net of current portion -
Note 5
15,816
23,190
Total Long Term
Liabilities
15,816
23,190
TOTAL
LIABILITIES
761,172
568,797
Non-Controlling
Interest
90,903
103,304
Stockholders Equity (Deficit)
Preferred Stock - 1,000,000 shares
authorized;
Par value of $.001 per share;
900,000 shares
issued and
outstanding
900
900
Commo Stock - 50,000,000 shares
authorized;
Par value of $.001 per share;
12,760,433
shares issued and
outstanding
12,760
12,514
Capital in excess of par
value
623,519
659,226
Deficit accumulated during the
development
stage
(656,487
)
(397,888)
TOTAL
STOCKHOLDERS' EQUITY
(DEFICIT)
(19,308)
274,752
TOTAL LIABILITIES AND STOCKHOLDER'S
EQUITY
(DEFICIT)
$
832,767
$ 946,853
The
accompanying notes are an integral part of the financial statements.
3
PACIFIC LAND AND COFFEE CORPORATION.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
For the Periods Ended September 30, 2008 and
2007
And for the Period from Inception (February 14, 2003)
through September 30, 2008
(Unaudited)
CUMULATIVE
FOR
THE
FOR
THE
FROM INCEPTION
THREE MONTHS
SIX
MONTHS
(FEBRUARY
14, 2003)
ENDED SEPTEMBER 30, ENDED SEPTEMBER
30
TO
2008
2007
2008
2007
SEPT 30, 2008
Revenues
Sales
$ 70,189
$
59,737
$ 148,194
$
115,417
$
628,819
Total
Revenues
70,189
59,737
148,194
115,417
628,819
Cost of
Sales
47,312
30,618
91,873
56,600
409,078
Gross
Profit
22,877
29,119
56,321
58,817
219,741
General and Administrative
Expenses
198,540
121,094
360,902
173,290
998,183
Net Loss from
Operations
(175,663)
(91,975)
(304,581)
(114,473)
(778,442)
Other Income (Expense):
Interest
Expense
(649)
(3,573
)
(1,479
)
(6,415)
(26,162)
Total
Other Income (Expense)
(649)
(3,573)
(1,479)
(6,415)
( 26,162)
Net Loss before
Non-controlling
interest (176,312)
(95,548)
(306,060) (120,888) (804,604)
Non-Controlling
Interest
25,290
--
47,461
--
103,237
Loss before Income
Tax
(151,022)
(95,548)
(258,599)
(120,888)
(701,367)
Provision for Income Tax (Benefit)
--
--
--
--
(44,880)
Net
Loss
$(151,022) $
(95,548)
$ (258,599) $
(120,888)
$ (656,487)
====== ======
======
=====
=====
Net Loss per
Share
$
(0.01)
$
(0.03)
$
(0.02)
$
(0.04)
$
(0.14)
Weighted
Average Shares
Outstanding
12,677,540
3,532,276
12,596,44
3
3,433,348
4,601,653
See accompanying Notes to Financial
Statements.
4
PACIFIC LAND AND COFFEE CORPORATION.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
For the Period Ended September 30, 2008 and
2007
And for the Period from Inception (February 14, 2003)
Through September 30, 2008
(Unaudited)
CUMULATIVE
FROM INCEPTION
FOR THE SIX
FOR THE
SIX (FEBRUARY 14, 2003)
MONTHS
ENDED MONTHS
ENDED
TO
SEPT 30,
2008
SEPT 30, 2007
SEPT 30, 2008
Cash Flows from Operating
Activities
Net
Loss
$
(258,599)
$ (120,888)
$ (656,487)
Adjustments to reconcile net loss to net cash
provided
by operating activities
Non-controlling interest income
adjustment
(47,461)
-- (103,237)
Depreciation &
amortization
60,651
6,254
109,088
Bad
Debt
75
727
17,045
Stock Issed for payment of
fees
--
82,158
128,783
Contributed Capital non-cash fair
market
value of start-up and
organizational
services and
costs
--
--
1,000
(Increase) Decrease in accounts
Receivable
3,541
(3,900)
(1,380)
(Increase) Decrease in loans and
receivables
--
--
1,039
(Increase) Decrease in income tax
Receivables
44,880
--
--
(Increase) Decrease in rent
deposit
--
--
(2,252)
Increase (Decrease) in bank
overdraft
--
--
--
Increase (Decrease) in accounts
payable
48,751
9,745
(143,980)
Increase (Decrease) in payroll and excise
Tax payable
4,778
317
7,871
Increase (Decrease) in accrued
interest
--
1,100
4,648
Net Cash Used by Operating
Activities
$
(143,384)
$
(24,487)
$
(637,862)
Cash Flow from Investing Activities
Net Cash Used by Investing
Activities
--
--
--
Cash Flow from Financing Activities
Net Proceeds from Credit
line
4,737
--
222
Proceeds from sale of common stock/
contributed
cash
--
--
471,480
Proceeds from notes payable -
related
party
--
24,000
49,700
Proceeds from advances from officer
(net)
141,500
11,960
176,040
Repayments of long term note
payable
(7,391)
(4,812)
(21,838)
Repayments of note payable related
party
--
(6,400)
(328,278)
Net Cash Provided (Used) by
Financing
Activities
138,846
24,748
347,326
Net Increase (Decrease) in
Cash
$
(4,538)
$
261
$
(290,536)
Beginning Cash
Balance
$
18,542
$
1,401
$
--
Cash acquired in merger with Coscina
Brothers Coffee
Co.
--
--
1,418
Cash acquired in merger with Integrated
Coffee
Technologies
--
--
303,122
Ending Cash
Balance
$
14,004
$
1,662
$
14,004
5
Supplemental Disclosure of Cash Flow
Information:
Cash paid during the six months
for
interest
$
3,573
$
6,415
$
--
Cash paid during the six months for income
taxes
--
--
--
Supplemental Disclosure of non-Cash Investing
And Financing Activities:
Conversion of debt to equity, including
related party debt
forgiveness
$
--
$
--
$
177,763
Business Acquisitions
Fair value of assets
acquired
$
--
$
--
$ 1,275,343
Issuance of
debt/assumption of liabilities
--
--
(1,710,013)
Common Stock issued at
Acquisition
--
--
(76,441)
Non-controlling
Interest
--
--
(28,889)
See accompanying Notes to Financial
Statements.
6
PACIFICLANDAND COFFEE
CORPORATION
(A Development Stage
Company)
Notes to Condensed Financial
Statements
September
30, 2008
Note
1
Interim Financial
Statements
The accompanying financial statements
have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include normal recurring adjustments)
necessary to present fairly the financial position as of September 30, 2008, and
the results of operations and cash flows for the six ended September 30, 2008
and for the period from inception thru September 30, 2008.
Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or
omitted. It is suggested that these condensed financial statements be read
in conjunction with the financial statements and notes thereto included in the
Companys March 31, 2008 audited financial statements. The results of operations
for the six months ended September 30, 2008, are not necessarily indicative of
the results of operations to be expected for the full fiscal year.
Note
2
Going Concern
The Company has limited operating capital
with limited revenue from operations. Realization of a major portion of
the assets is dependent upon the Companys ability to meet its future financing
requirements, and the success of future operations. These factors raise
substantial doubt about the Companys ability to continue as a going
concern. The financial statements do not include any adjustment that might
result from the outcome of this uncertainty.
Note
3
Property and Equipment
Property and equipment is carried at cost less depreciation and summarized
as follows:
Accumulated
Cost
Depreciation
Net
Equipment
$
189,157
$
(114,541)
$ 74,616
Leasehold
Improvements
9,316 (
9,316) -0-
Total
$ 198,473
$
(123,857)
$ 74,616
For the six months
ended September 30, 2008 depreciation expense is $15,479. The equipment
was part of the assets consolidated into the Company and the current statements
only reflect a portion of the total depreciation expense on the equipment for
the current year. Equipment of $ 60,557 has been capitalized under a
capital lease. As of September 30, 2008 the total accumulated depreciation
associated with the capital lease was $ 35,554.
Note
4
Intangible Assets
Patents and licenses are carried at cost and summarized as follows:
Accumulated
Cost
Amortization
Net
Patents
$
1,099,226
$
(512,529)
$ 586,697
Research/License
Agreement
170,000
(70,632)
99,368
Total
$
1,269,226
$
(583,161)
$ 686,065
7
Note
5
Long Term Debt
The Company has a capital lease due to a finance
company with interest at 10% due in monthly installments of $1,289, through
October, 2010. This note is secured by the Companys equipment.
Maturities of long- term debt are as follows:
Year Ending
Sept. 30,
2009
$ 13,160
2010
14,538
2011
1,278
-----------
Total
$ 28,976
======
Note 6
Related Party Transactions
One officer of the Company
has advanced personal funds to the Company to assist in meeting operating cash
needs. There are no stated terms for these advances, and it is anticipated
at a future date that the advances will be converted to shares of common stock,
though the timing and amount of such conversion is indeterminable at this
time. At September 30, 2008, the Company owed him $
141,500.
Note
7
Recent Accounting
Pronouncements
In
December 2007, the FASB issued Statement of Financial Accounting Standards
No. 141 (revised 2007), Business Combinations (FAS 141R) and
Statement of Financial Accounting Standards No. 160, Noncontrolling
Interests in Consolidated Financial Statements, an Amendment of ARB No. 51
(FAS 160). These new standards are the U.S. GAAP outcome of a joint
project with the International Accounting Standards Board (IASB).
FAS 141R applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008 and will significantly
change the accounting for business combinations in a number of areas, including
the treatment of contingent consideration, acquisition costs, intellectual
property, research and development, and restructuring costs. FAS 160
establishes reporting requirements that clearly identify and distinguish between
the interests of the parent and the interests of the non-controlling owners. The
Company is currently evaluating the impact of adopting FAS 141R and
FAS 160 on its Consolidated Financial Statements which are effective for
the Company at the beginning of its fiscal year 2010.
In March
2008, the FASB issued Statement of Financial Accounting Standards No. 161,
Disclosures about Derivative Instruments and Hedging Activities, an amendment
of FASB Statement No. 133 (FAS 161), which requires enhanced
disclosures about a companys derivative and hedging activities. The Company
currently is evaluating the impact of the adoption of the enhanced disclosures
required by FAS 161 which is effective for the Company at the beginning of
its fiscal year 2010.
In May
2008, the FASB issued Statement of Financial Accounting Standards No. 162,
The Hierarchy of Generally Accepted Accounting Principles (FAS 162). The
new standard is intended to improve financial reporting by identifying a
consistent framework, or hierarchy, for selecting accounting principles to be
used in preparing financial statements that are presented in conformity with
generally accepted accounting principles (GAAP) for nongovernmental entities
in the United States. FAS 162 is effective 60 days following SEC
approval of the Public Company Accounting Oversight Board Auditing amendments to
AU Section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles. The Company is currently evaluating the impact,
if any, of adopting FAS 162, on its Consolidated Financial Statement
In May
2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance
Contracts an Interpretation of FASB Statement No. 60 (SFAS 163). SFAS
163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of premium revenue and
claim liabilities. This Statement also requires expanded disclosures about
financial guarantee insurance contracts. SFAS 163 is effective for fiscal
years beginning on or after December 15, 2008, and interim periods within those
fiscal years. The Company does not expect that the adoption of SFAS 163
will have a material impact on its financial statements.
Note
8
Common stock
During the quarter, the Company issued 245,974
common shares in exchange for 409,957 shares of Integrated Coffee Technologies,
Inc. (ICTI) increasing the Companys controlling interest in ICTI to
approximately 78%.
Item
2 MANAGEMENTS DISCUSSION
AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
We did not receive revenues from operations in our specialty coffee segment until
the quarter ended September 30, 2003. We sell roasted blends to various customers
and we broker green bean orders as well. With respect to coffee brokerage orders,
we do not take ownership of the green beans, but only receive a commission on the sale.
This contrasts with the sales of roasted blend, in which we purchase the materials and
resell to the purchaser.
Managements experience in the coffee industry is that as typical for coffee brokerage and
small specialty coffee sales, we do not have long term sales contracts. We do not have any
written contracts for the sale of our product. We produce and ship as purchase orders are
received. We must wait for future purchase orders to make sales in the future. Because coffee
prices are variable and demand can also be variable, we believe that selling under long term
contracts would not be practicable in our industry. Our invoices are due net 30 days, but
currently we are receiving payment immediately on shipment. The sales in the quarter and six
months ended September 30 were $ 70,189 and $ 148,194, respectively, compared to $ 59,737 and
$ 115,417 for the same periods in 2007. The gross margin as a percentage of sales decreased
from 51% to 38% in the six months ended September 30, 2008 and 2007, respectively, and from
48.7% to 32.6% for the three months ended September 30, 2008 as compared to 2007, due to a
cost increases from suppliers not passed on. Our general and administrative expenses primarily
consisted of legal and professional fees related to our status as a public company. These
expenses increased in 2008 primarily due to higher costs associated with our public company
status.
Our tropical plant
segment has not yet realized significant revenues. Our nematode resistant
variety is ready for sales but the genetically modified coffee plants will not
be ready for sale during the next 12 months. We anticipate the need for
about $2 million in funding to complete development of the tropical plant
varieties and to increase marketing of our coffee blends. We received
$141,500 in advances from an officer during the six month period ended September
30, 2008.
We are seeking $2
million in funding for 12 months of our business plan as follows:
Marketing
$ 200,000
General and Administration $
400,000
Research and Development
$1,400,000
We do not have any
agreements or understandings with respect to sources of capital. We have
not identified any potential sources. Investors cannot expect that we will
be able to raise any funds whatsoever. Even if we are able to find one or more
sources of capital, its likely that we will not be able to raise the entire
amount required initially, in which case our development time will be extended
until such full amount can be obtained. Even if we are successful in
obtaining the required funding, we probably will need to raise additional funds
at the end of 12 months.
Information included
in this report includes forward looking statements, which can be identified by
the use of forward-looking terminology such as may, will, expect, anticipate,
believe, estimate, or continue, or the negative thereof or other variations
thereon or comparable terminology. The statements in "Risk Factors" and other
statements and disclaimers in this report constitute cautionary statements
identifying important factors, including risks and uncertainties, relating to
the forward-looking statements that could cause actual results to differ
materially from those reflected in the forward-looking statements.
Since we have not yet
generated significant and consistent revenues, we are a development stage
company as that term is defined in paragraphs 8 and 9 of SFAS No. 7. Our
activities to date have been limited to seeking capital, seeking supply
contracts and development of a business plan. Our auditors have included
an explanatory paragraph in their report on our financial statements, relating
to the uncertainty of our business as a going concern, due to our lack of
operating history or current revenues, its nature as a start up business,
management's limited experience and limited funds. We do not believe that
conventional financing, such as bank loans, is available to us due to these
factors. Management believes that it will be able to raise the required
funds for operations from one or more future offerings, in order to effect our
business plan. No terms have been discussed, and we cannot predict
the price or terms of any offering nor the amount of dilution existing
shareholders may experience as a result of such offering.
9
Forward looking information
Our future operating results are subject to many factors, including:
·
our ability to complete development of our tropical plant varieties;
·
the impact of rapid and persistent fluctuations in the price of coffee
beans;
·
general economic conditions and conditions which affect the market for coffee
and coffee producers;
·
our success in implementing our business strategy or introducing new
products;
·
our ability to attract and retain customers;
·
the effects of competition from other coffee manufacturers and other beverage
alternatives;
· changes
in tastes and preferences for, or the consumption of, coffee;
our ability to obtain additional financing; and
·
other risks which we identify in future filings with the SEC.
In some cases, you can
identify forward-looking statements by terminology such as "may," "should,"
"could," "predict," "potential," "continue," "expect," "anticipate," "future,"
"intend," "plan," "believe," "estimate" and similar expressions (or the negative
of such expressions). Any or all of our forward looking statements in this
annual report and in any other public statements we make may turn out to be
wrong. They can be affected by inaccurate assumptions we might make or by known
or unknown risks and uncertainties. Consequently, no forward looking statement
can be guaranteed. In addition, we undertake no responsibility to update any
forward-looking statement to reflect events or circumstances which occur after
the date of this report.
Critical
Accounting Policies
Our discussion and
analysis of results of operations and financial condition 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
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. We evaluate our estimates on an ongoing basis, including those
related to provisions for uncollectible accounts receivable, inventories,
valuation of intangible
10
assets and contingencies and litigation. We base
our estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
The accounting policies that we follow are set
forth in Note 1 of our March 31, 2008 audited financial statements. These
accounting policies conform to accounting principles generally accepted in the
United States, and have been consistently applied in the preparation of the
financial statements.
Foreign Currency
Exchange
The Company has not
experienced unfavorable profit reductions due to currency exchange fluctuations
with its foreign customers. All sales transactions to date have been
denominated in U.S. Dollars.
Accounts Receivable
and Allowance for Doubtful Accounts
Trade and other
accounts receivable are reported at face value less any provisions for
uncollectible accounts considered necessary. The Company estimates doubtful
accounts on an item-to-item basis and includes over-aged accounts for any trade
receivable as part of allowance for doubtful accounts, which are generally
accounts that are ninety-days or more overdue. When accounts are deemed
uncollectible, the account receivable is charged off and the allowance account
is reduced accordingly.
Revenue Recognition
The Company recognizes
revenues in accordance with the Securities and Exchange Commission, Staff
Accounting Bulletin (SAB) number 104,
Revenue Recognition
. SAB 104
clarifies application of U.S. generally accepted accounting principles to
revenue transactions.
Revenue on coffee and
accessory sales is recognized as products are delivered to the customer or
retailer. That is, the arrangements of the sale are documented, the
product is delivered to the customer or retailer, the pricing becomes final, and
collectability is reasonably assured. The Company may also recognize
revenue from brokered coffee sales. This revenue is recognized when the
transaction is completed based on the contract terms. Brokered coffee
sales shall be recorded as the net commission recognizable to the Company.
Off-Balance Sheet Arrangements
We have no off balance sheet arrangements.
11
Recently Enacted
Accounting Pronouncements
In
December 2007, the FASB issued Statement of Financial Accounting Standards
No. 141 (revised 2007), Business Combinations (FAS 141R) and
Statement of Financial Accounting Standards No. 160, Noncontrolling
Interests in Consolidated Financial Statements, an Amendment of ARB No. 51
(FAS 160). These new standards are the U.S. GAAP outcome of a joint
project with the International Accounting Standards Board (IASB).
FAS 141R applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008 and will significantly
change the accounting for business combinations in a number of areas, including
the treatment of contingent consideration, acquisition costs, intellectual
property, research and development, and restructuring costs. FAS 160
establishes reporting requirements that clearly identify and distinguish between
the interests of the parent and the interests of the non-controlling owners. The
Company is currently evaluating the impact of adopting FAS 141R and
FAS 160 on its Consolidated Financial Statements which are effective for
the Company at the beginning of its fiscal year 2010.
In March
2008, the FASB issued Statement of Financial Accounting Standards No. 161,
Disclosures about Derivative Instruments and Hedging Activities, an amendment
of FASB Statement No. 133 (FAS 161), which requires enhanced
disclosures about a companys derivative and hedging activities. The Company
currently is evaluating the impact of the adoption of the enhanced disclosures
required by FAS 161 which is effective for the Company at the beginning of
its fiscal year 2010.
In May
2008, the FASB issued Statement of Financial Accounting Standards No. 162,
The Hierarchy of Generally Accepted Accounting Principles (FAS 162). The
new standard is intended to improve financial reporting by identifying a
consistent framework, or hierarchy, for selecting accounting principles to be
used in preparing financial statements that are presented in conformity with
generally accepted accounting principles (GAAP) for nongovernmental entities
in the United States. FAS 162 is effective 60 days following SEC
approval of the Public Company Accounting Oversight Board Auditing amendments to
AU Section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles. The Company is currently evaluating the impact,
if any, of adopting FAS 162, on its Consolidated Financial Statements
In May
2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance
Contracts an Interpretation of FASB Statement No. 60 (SFAS 163). SFAS
163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of premium revenue and
claim liabilities. This Statement also requires expanded disclosures about
financial guarantee insurance contracts. SFAS 163 is effective for fiscal
years beginning on or after December 15, 2008, and interim periods within those
fiscal years. The Company does not expect that the adoption of SFAS 163
will have a material impact on its financial statements.
11
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
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 4T
.
Controls and
Procedures. Disclosure Controls and Procedures Evaluation of
disclosure controls and procedures.
The Company's
principal executive officer and its principal financial officer, based on their
evaluation of the Company's disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14(c) and 15d -14 (c) as of September 30, 2008. Based on
this evaluation, our principal executive officer and principal financial officer
concluded as of the Evaluation Date that our disclosure controls and procedures
were effective such that the information relating to the Company, including our
consolidated subsidiaries, required to be disclosed in our SEC reports (i) is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms and (ii) is accumulated and communicated to management,
including our principal executive officer/principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure. Our
management, including our chief executive officer and chief financial officer,
does not expect that our disclosure controls and procedures or our internal
controls will prevent all error and all 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, within the Company have been
detected.
Changes in internal
controls
. There were no significant changes in the Company's internal
controls or in other factors that could significantly affect the Company's
internal controls subsequent to the date of their
evaluation.
PART II. OTHER INFORMATION
Item 1.
LEGAL
PROCEEDINGS
- None
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
Item 6.
EXHIBITS
12
Exhibits
31. Certifications, Dennis Nielsen and
Tyrus C. Young, Chairman of
the
Board and CFO
respectively.
32.
Certification pursuant to 18 U.S.C. Section 1350 of Dennis Nielsen and Tyrus C.
Young
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.
PACIFIC LAND AND
COFFEE CORPORATION
Date:
November 13,
2008
By:
/s/ Tyrus C.
Young
Tyrus C. Young
Chief Financial Officer
(chief financial officer
and accounting officer)
By:
/s/ Dennis P.
Nielsen
Dennis P. Nielsen
Chairman of the Board
(duly authorized officer)
13
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