- Quarterly Report (10-Q)

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 June 30, 2009

[ ] 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 the charter)

Delaware 33-0619256

(State or other Jurisdiction of ( IRS Employer Identification No.)

Incorporation or Organization)

500 Alakawa St. #220C, Honolulu, HI 96817

(Address of Principal Executive Offices)

(808) 478-9894

(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 (or for 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 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 [ ] 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 o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company þ
(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). Yes [ ] No [X]

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 12,744,888

Title of Class Number of Shares outstanding

at June 30, 2009

PACIFIC LAND & COFFEE CORPORATION

(A Development Stage Company)

CONSOLIDATED BALANCE SHEET

(Unaudited)

ASSETS

June 30,

March 31,

2009

Unaudited

Audited

Current Assets

Cash in Bank

14,271

10,313

Accounts Receivable, less allowance for doubtful

Accounts of $4,033 and $6,188

10,975

26,518

Other Receivable

1,064

Income Tax Receivable

30,494

Total Current Assets

25,246

68,389

Fixed Assets

Equipment

189,157

189,158

Less: Accumulated Depreciation

(137,239)

(130,559)

Total Fixed Assets

51,918

58,599

Other Assets

Rent Deposit

5,408

Total Other Assets

5,408

TOTAL ASSETS

82,572

132,396

The accompanying notes are an integral part of the financial statements.

PACIFIC LAND & COFFEE CORPORATION

(A Development Stage Company)

CONSOLIDATED BALANCE SHEET

(Unaudited)

LIABILITIES & STOCKHOLDERS DEFICIT

June 30,

March 31,

2009

Unaudited

Audited

Current Liabilities

Accounts payable

138,408

152,165

Credit Line

24,690

24,960

Payroll & Excise Taxes Payable

10,709

15,657

Payable – Jones Day

552,505

Current Portion of Long Term Debt – Note 5

14,181

13,832

Shareholder Advances

264,422

227,150

Total Current Liabilities

1,004,915

985,999

Long Term Liabilities

Note Payable – net of current portion – Note 5

5,049

8,728

Total Long Term Liabilities

5,049

8,728

Stockholders’ Deficit

Preferred Stock – 1,000,000 shares authorized;

par value of $.001 per share; 900,000 shares

issued and outstanding

900

Common Stock – 50,000,000 shares authorized;

par value of $.001 per share; 12,774,888 shares

issued and outstanding

12,775

Capital in excess of par value

672,643

Deficit accumulated during the development stage

(1,613,710)

(1,548,649)

Total Stockholders’ Deficit

(927,392)

(862,331)

TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT

82,572

132,396

The accompanying notes are an integral part of the financial statements.

PACIFIC LAND & COFFEE CORPORATION

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2009 and 2008

And for the Period from Inception (February 14, 2003) Through June 30, 2009

February 14

For the Three Months Ended

2003

June 30

Through June 30

2009

2008

2009

Revenues

Sales

95,616

78,006

894,682

Total Revenues

95,616

78,006

894,682

Cost of Sales

72,295

44,562

587,873

Gross Profit

23,321

33,444

306,809

General & Administrative Expenses

87,803

162,362

1,469,346

Definite-lived Intangible Impairment Charges

640,893

Total Operating Expenses

87,803

162,362

2,110,239

Net Loss from Operations

(64,482)

(128,918)

(1,803,430)

Other Income (Expense):

Interest Expense

(579)

(831)

(37,712)

Total Other Income (Expense)

(579)

(831)

(37,712)

Net loss before Non-controlling interest

(65,061)

(129,749)

(1,841,142)

Non-Controlling Interest

22,172

152,058

Loss before Income Tax

(65,061)

(107,577)

(1,689,084)

Provision for Income Tax (Benefit)

(75,374)

Net Loss

(65,061)

(107,577)

(1,613,710)

Net Loss per Share

(0.01)

(0.29)

Weighted Average Shares Outstanding

12,774,888

12,514,455

5,558,981

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

PACIFIC LAND & COFFEE CORPORATION

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended June 30, 2009 and 2008

And for the Period from Inception (February 14, 2003) Through June 30, 2009

February 14

For the Three Months Ended

2003

June 30

Through June 30

2009

2008

2009

Cash Flows from Operating Activities

Net Loss

(65,061)

(107,577)

(1,613,710)

Adjustments to reconcile net loss to net cash provided

By operating activities

Depreciation & amortization

6,681

30,258

176,149

Net loss (gain) on disposal of leasehold improvements

809

Definite-lived intangible impairment charges

640,893

Non-controlling interest adjustment

(22,172)

(159,080)

Common Stock issued for payment of fees

128,783

Common Stock issued for conversion of subsidiary stock

6,881

Contribution of interest on advances by officer

6,796

Contributed Capital – noncash fair market value of start-up

and organization services and costs

1,000

Change in operating assets and liabilities:

(Increase) Decrease in Accounts receivable, net

15,543

4,277

20,666

(Increase) Decrease in Related party receivable

1,039

(Increase) Decrease in Income tax receivables

30,494

(Increase) Decrease in Rent deposit

5,248

(Increase) Decrease in Other receivable

1,064

29,600

Increase (Decrease) in Accounts payable

(13,757)

60,912

(93,189)

Increase (Decrease) in Jones-Day payable

82,266

Increase (Decrease) in Payroll and excise tax payable

(4,948)

8,788

10,431

Increase (Decrease) in Accrued interest

4,648

Net Cash Used by Operating Activities

(29,984)

(25,514)

(750,770)

Cash Flow from Investing Activities

Net Cash Used by Investing Activities

Cash Flow from Financing Activities

Net proceeds from credit line

4,800

221

Proceeds from the sale of stock/contributed cash

471,480

Proceeds from notes payable – related party

49,700

Proceeds from advances from officer (net)

37,272

20,000

298,962

Repayments of long term note payable

(3,330)

(4,297)

(31,584)

Repayments of note payable – related party

(328,278)

Net Cash Provided (Used) by Financing Activities

33,942

20,503

460,501

Net Increase (Decrease) in Cash

3,958

(5,011)

(290,269)

Beginning Cash Balance

10,313

18,542

Cash acquired in merger with Coscina Brothers Coffee Co.

1,418

Cash acquired in merger with Integrated Coffee Technologies

303,122

Ending Cash Balance

14,271

13,531

14,271

Supplemental Disclosure of Cash Flow Information

Cash paid during the year for interest

579

114,822

Cash paid during the year for income taxes

Business Acquisitions

Fair value of assets acquired

1,275,343

Issuance of debt assumption of liabilities

(1,170,013)

Common stock issued at acquisition

(76,441)

Non-Controlling interest

(28,889)

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

Pacific Land and Coffee Corporation

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2009

Note 1 Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. The results of operations for the three months ended June 30, 2009 are not necessarily indicative of results that may be expected for the full year ending March 31, 2010. For further information, refer to the consolidated financial statements and footnotes thereto including the Pacific Land and Coffee Corporation Annual Report on Form 10-K for the year ended March 31, 2009 as filed with the U.S. Securities and Exchange Commission (“SEC”).

Note 2 Going Concern

The Company has limited operating capital with limited revenue from operations. These factors raise substantial doubt about the Company’s 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 and summarized as follows:

Accumulated

Cost

Depreciation

Net

Equipment

189,157

(137,239)

51,918

Total

$ 189,157

(137,239)

51,918

For the three months ended June 30, 2009, depreciation expense is $ 6,681. 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. Of the $189,157 property and equipment account $60,557 has been capitalized under a capital lease discussed below. As of June 30, 2009 the total accumulated depreciation associated with the capital lease was $ 44,687.

Note 4 Payable – Jones Day

Jones Day, our attorneys who have been lead counsel on obtaining, registering and maintaining our patents, have accumulated billings of $552,505, including some that were converted to a note payable and accrued interest through December 18, 2007:

Accounts Payables through June 30, 2009 $ 343,267

Note Payable 145,980

Accrued Interest 63,258

------------

$ 552,505

=======

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 Company’s equipment.

Maturities of long- term debt are as follows:

Year Ending

June 30,

2009 $ 14,181

2010 5,049

2011 -0-

------------

Total $ 19,230

=======

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. At June 30, 2009, the Company owed him $ 264,422.

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 company’s 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.

In May 2009, the FASB issued Statement No. 165, “Subsequent Events” (“SFAS 165”), which establishes general standards of accounting for, and requires disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 is effective for fiscal years and interim periods ending after June 15, 2009. We adopted the provisions of SFAS 165 for the quarter ended June 30, 2009 and have evaluated any subsequent events through the date of this filing. We do not believe there are any material subsequent events which would require further disclosure.

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 168, The “FASB Accounting Standards Codification” and the Hierarchy of Generally Accepted Accounting Principles. This standard replaces SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, and establishes only two levels of U.S. generally accepted accounting principles (“GAAP”), authoritative and nonauthoritative. The FASB Accounting Standards Codification (the “Codification”) will become the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the SEC, which are sources of authoritative GAAP for SEC registrants. All other nongrandfathered, non-SEC accounting literature not included in the Codification will become nonauthoritative. This standard is effective for financial statements for interim or annual reporting periods ending after September 15, 2009. We will begin to use the new guidelines and numbering system prescribed by the Codification when referring to GAAP in the fourth quarter of fiscal 2009. As the Codification was not intended to change or alter existing GAAP, it will not have any impact on our financial statements

Item 2 MANAGEMENT’S 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.

Management’s experience in the coffee industry is that as typical of coffee brokerage and small specialty coffee operations; 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. 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. The sales in the quarter ended June 30, 2009 were $ 95,616, compared to $ 78,006 for the same period in 2008. The gross margin as a percentage of sales decreased from 43% to 24% due to cost increases from suppliers not passed on to customers as well as an increase in sales of products with lower margins.

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, it’s 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.

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 may not be currently aware of.

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 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 to our audited financial statements as of March 31, 2009. 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.

Off-Balance Sheet Arrangements

We have no off balance sheet arrangements.

Effect of Inflation and Foreign Currency Exchange

The Company has not experienced any effect of inflation in the price of its products. Nor has it experienced unfavorable profit reductions due to currency exchange fluctuations or inflation 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.

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 conducted an evaluation of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d -14 (c) as of June 30, 2009. 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 1A. RISK FACTORS – Not applicable

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

Exhibits

31. Certifications, John Hales 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: August 13, 2009 By: /s/ Tyrus C. Young

Tyrus C. Young

Chief Financial Officer

(chief financial officer

and accounting officer and

duly authorized officer)

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