- Amended Quarterly Report (10-Q/A)

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, 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

CIK Number 0001092791

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)

1818 Kahai St., Honolulu, HI 96819

(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 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.

Large Accelerated Filer ¨ Accelerated Filer ¨

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 [ ] 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 December 31, 2009

PACIFIC LAND & COFFEE CORPORATION

(A Development Stage Company)

CONSOLIDATED BALANCE SHEET

(Unaudited)

DECEMBER 31

MARCH 31

2009

ASSETS

Unaudited

Audited

Current Assets

Cash in Bank

3,839

10,313

Accounts allowance for doubtful accounts

of $7,550 and $6,188

55,840

26,518

Other Receivable

1,064

Income Tax Receivable

30,494

Total Current Assets

59,679

68,389

Fixed Assets

Equipment

189,157

189,158

Less: Accumulated Depreciation

(147,047)

(130,559)

Total Fixed Assets

42,110

58,599

Other Assets

Rent Deposit

3,979

5,408

Total Other Assets

3,979

5,408

TOTAL ASSETS

105,768

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)

DECEMBER 31

MARCH 31

2009

Unaudited

Audited

LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts Payable

140,176

152,165

Credit Line

24,690

Deferred Revenue

23,517

Payroll & Excise Taxes Payable

21,312

15,657

Payable - Jones Day

552,505

Current Portion of Long Term Debt - Note

13,028

13,832

Shareholder Advances

323,868

227,150

Total Current Liabilities

1,099,096

985,999

Long Term Liabilities

Note Payable - net of current portion - Note

8,728

Total Long Term Liabilities

8,728

Stockholder's 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

631,067

Deficit accumulated during the development stage

(1,524,579)

(1,400,034)

Total Pacific Land and Coffee Stockholders'

Equity (Deficit)

(879,837)

(755.292)

Non-Controlling Interest

(113,491)

(107,039)

Total Stockholders' Deficit

(993,328)

(862,331)

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT

105,768

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 and Nine Months Ended December 31, 2009 and 2008

and for the period from Inception (February 14, 2003) Through December 31, 2009

For the Three For the Nine February 14, 2003

Months ended Months ended Through December 31 December 31 December 31

2009

2008

2009

2008

2009

Revenues

Sales

84,637

77,411

284,638

225,605

1,083,704

Total Revenues

84,637

77,411

284,638

225,605

1,083,704

Cost of Sales

49,800

46,111

185,518

137,985

701,096

Gross Profit

34,837

31,300

99,120

87,620

382,608

General & Administrative Expenses

57,587

121,555

230,750

481,093

1,612,293

Definite-lived Intangible Impairment Charges

640,893

Total Operating Expenses

58,857

121,555

230,750

481,093

2,253,186

Net Loss from Operations

(23,020)

(90,255)

(131,630)

(393,473)

(1,870,578)

Other Income (Expense):

Interest Expense

580

(101)

633

(1,580)

(36,500)

Total Other Income (Expense)

580

(101)

633

(1,580)

(36,500)

Net Loss Before Income Taxes

(22,440)

(90,356)

(130,997)

(393,473)

(1,907,078)

Provision for Income Tax (Benefit)

(75,374)

Net Income (Loss)

(22,440)

(90,356)

(130,997)

(393,473)

(1,982,452)

Net Loss Attributable to Non-Controlling Interest

18,475

6,452

65,936

307,125

Net Loss

(22,440)

(71,881)

(124,545)

(329,117)

(1,675,327)

Net Loss per Share

(0.01)

(.01)

(0.01)

(0.03)

(0.28)

Weighted Average Shares Outstanding

12,774,888

12,760,420

12,774,888

12,651,301

6,087,634

The accompanying notes are an integral part of the financial statements

PACIFIC LAND & COFFEE CORPORATION

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended December 31, 2009 and 2008

and for the Period from Inception (February 14, 2003) Through December 3, 2009

FOR T FEBRUARY 14, 2003

NINE MONTHS ENDED THROUGH

DECEMBER 31, DECEMBER 31,

2009 2008 2009

Cash Flows from Operating Activities

Net Loss $ (124,545) (329,117) $ (1,524,579)

Adjustments to reconcile net loss to net cash provided by

operating activities

D Depreciation & amortization 16,488 93,000 185,936

Net loss (gain) on disposal of leasehold improvements -- -- 809

Definite-lived intangible impairment charges -- -- 640,893

Non-controlling interest adjustment (6,452) (65,936) (307,125)

Common Stock issued for payment of fees -- 128,783

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

Accounts receivable, net (29,321) (4,769) (24,319)

Related party receivable -- -- 1,039

Other receivable 1,064 -- 29,600

Income tax receivables 30,494 44,880 --

Rent Deposit 1,429 -- 6,677

Accounts payable (11,990) 70,352 (91,422)

Deferred Revenues 23,517 -- 23,517

J Jones-Day Revenues -- -- 82,266

Payroll and excise tax payable 5,656 5,241 21,035

Accrued interest -- -- 4,648

Net Cash Used by Operating Activities (93,660) (186,349) (814,446)

Cash Flow from Investing Activities

Net Cash Used by Investing Activities -- -- --

Cash Flow from Financing Activities

Net proceeds from credit line -- 4,737 221

Proceeds from the sale of stock/contributed cash -- -- 471,480

Proceeds from notes payable - related party -- -- 49,700

Proceeds from advances from officer (rent) 96,718 178,500 258,408

Repayments of long term note payable (9,532) (10,559) (37,786)

Repayments of note payable - related party -- -- (328,278)

Net Cash Provided (Used) by Financing Activities 87,186 172,678 513,745

N Net Increase (Decrease) in Cash (6,474) (13,671) 300,701)

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

E Ending Cash Balance $ 3,839 $ 4,871 $3,839

S Supplemental Disclosure of Cash Flow Information

Cash paid during the year of interest 962 -- --

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)

Non-Controlling Interest -- -- (28,889)

(28,889)

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

Pacific Land and Coffee Corporation

(A Development Stage Company)

Notes to Condensed Financial Statements

December 31, 2009

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 December 31, 2009, and the results of operations and cash flows for the nine months ended December 31, 2009 and for the period from inception thru December 31, 2009.

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 Company’s March 31, 2009 audited financial statements. The results of operations for the nine months ended December 31, 2009, 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 Company’s ability to meet its future financing requirements, and the success of future 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

(147,047)

$ 42,110

Total

$ 189,157

(147,047)

42,110

For the nine months ended December 31, 2009, depreciation expense is $ 16,488. Of the $189,157 property and equipment account $60,557 has been capitalized under a capital lease discussed below. As of December 31, 2009 the total accumulated depreciation associated with the capital lease was $ 53,469.

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 December 31, 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 November, 2010. This note is secured by the Company’s equipment.

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 December 31, 2009, the Company owed him $ 315,910.

A second officer advanced personal funds to the Company to assist in meeting immediate 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 December 31, 2009, the Company owed him $ 7,958.

Note 7 Recent Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162 ” (“SFAS 168”). The FASB Accounting Standards Codification TM , (“Codification”) became the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of SFAS 168, the Codification superseded all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative.

Following SFAS 168, the FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting Standards Updates (ASU’s). The FASB will not consider ASU’s as authoritative in their own right; rather these updates will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the Codification. SFAS No. 168 is incorporated in ASC Topic 105, Generally Accepted Accounting Principles. The Company adopted SFAS No. 168 in its financial statements for the quarter ended December 31, 2009, and the Company will provide reference to both the Codification topic reference and the previously authoritative references related to Codification topics and subtopics, as appropriate.

In May 2009, the FASB issued FASB ASC 855-10-25 ( Prior authoritative literature: FASB Statement 165, Subsequent Events) . FASB ASC 855-10-25 provides guidance on management’s assessment of subsequent events and incorporates this guidance into accounting literature. FASB ASC 855-10-25 is effective prospectively for interim and annual periods ending after June 15, 2009. The implementation of this standard did not have a material impact on the Company’s financial position and results of operations. The Company has evaluated subsequent events through February 16, 2010, the date of issuance of the Company’s financial position and results of operations.

Certain amounts for the nine months ended December 31, 2009, and at March 31, 2009, have been revised. The Company adopted FASB Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51” (“FAS 160”), which requires that the noncontrolling interests to be classified as a separate component of net income and stockholder’s equity. FAS 160 is effective for the Company’s fiscal year beginning April 1, 2009.

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. 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 for the nine months ended December 31, 2009 were $ 84,637 and $ 284,638, respectively, compared to $ 77,411 and $ 225,605 for the same periods in 2008. The gross margin as a percentage of sales decreased from 39% to 35% due to our roaster being out of service for two months due to wiring issues. Our general and administrative expenses primarily consisted of legal and professional fees related to our status as a public company.

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 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.

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 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 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.

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, based on their evaluation of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d -15 (e) as of June 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

Exhibits

31.

Certifications, John Hales and Tyrus C. Young, CEO and CFO respectively.

32.

Certification pursuant to 18 U.S.C. Section 1350 of John Hales 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:

February 16, 2010

By: /s/ Tyrus C. Young

Tyrus C. Young

Chief Financial Officer

(chief financial officer

and accounting officer and

duly authorized officer)