UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(D) of The Securities Exchange
Act Of 1934
For the quarterly period ended December 31, 2011
[ ] Transition Report Under Section 13 or 15(D) of The Securities Exchange
Act Of 1934
For the transition period from _______________ to _______________
Commission File Number 333-168897
BERRY ONLY INC.
(Exact name of registrant as specified in its charter)
NEVADA 99-0360497
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
36 Mclean Street, Red Bank, NJ 07701
(Address of principal executive offices, including zip code)
732-865-4252
(Issuer's telephone number, including area code)
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 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 (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small 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 [ ] 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 [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 3,944,000 shares of common stock as
of February 6, 2012.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following consolidated interim unaudited financial statements of Berry Only
Inc. (the "Company") for the three month period ended December 31, 2011 are
included with this Quarterly Report on Form 10-Q:
(a) Consolidated Balance Sheets as at December 31, 2011 and June 30, 2011.
(b) Consolidated Statement of Operations and Comprehensive Loss for (i)
the three months ended December 31, 2011 and 2010, and (ii) the
cumulative period from inception (June 24, 2009) to December 31, 2011.
(c) Consolidated Statements of Cash Flows for (i) the three months ended
December 31, 2011 and 2010, and (ii) the cumulative period from
inception (June 24, 2009) to December 31, 2011.
(d) Notes to Financial Statements.
2
BERRY ONLY INC.
(A Development Stage Company)
Balance Sheet
As at December 31, 2010 (unaudited) and June 30, 2011
--------------------------------------------------------------------------------
December 31, June 30,
2011 2011
-------- --------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 805 $ 5,695
Accounts Receivable -- 5,000
-------- --------
TOTAL ASSETS $ 805 $ 10,695
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 2,500 $ --
Loan Payable 2,384 --
-------- --------
4,884 --
-------- --------
STOCKHOLDERS' EQUITY
Preferred Stock, $0.001 par value, 5,000,000 shares authorized,
none outstanding as at September 30 and June 30, 2010
Common Stock, $0.001 par value, 75,000,000 shares authorized,
3,944,000 issued and outstanding as at December 31, 2011,
5,950,000 issued and outstanding as at June 30, 2011 3,944 5,950
Additional paid-in capital 45,556 43,550
Accumulated other income (loss) (87) (87)
Deficit (53,492) (38,718)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (4,079) 10,695
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 805 $ 10,695
======== ========
See accompanying notes to interim financial statements.
3
BERRY ONLY INC.
(A Development Stage Company)
Statement of Operations and Comprehensive Loss
(Unaudited)
--------------------------------------------------------------------------------
For the period
For the 3 months ended For the 6 months ended June 24, 2009
December 31, December 31, (inception) to
-------------------------- -------------------------- December 31,
2011 2010 2011 2010 2011
---------- ---------- ---------- ---------- ----------
REVENUES $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Professional Fees 3,050 13,493 5,050 19,903 20,184
Consulting 3,676 -- 4,838 -- 4,838
Other Selling General & Administrative 4,190 1,075 4,886 2,575 28,470
---------- ---------- ---------- ---------- ----------
Total Expenses 10,916 14,568 14,774 22,478 53,492
---------- ---------- ---------- ---------- ----------
Operating Loss (10,916) (14,568) (14,774) (22,478) (53,492)
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) (10,916) (14,568) (14,774) (22,478) (53,492)
Currency translation adjustment -- (15) -- (15) (87)
---------- ---------- ---------- ---------- ----------
OMPREHENSIVE LOSS $ (10,916) $ (14,583) $ (14,774) $ (22,493) $ (53,579)
========== ========== ========== ========== ==========
NET INCOME (LOSS) PER SHARE,
BASIC AND DILUTED $ (0.00) $ (0.01) $ (0.00) $ (0.02)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING, BASIC AND DILUTED 4,467,304 2,000,000 5,208,652 1,380,434
---------- ---------- ---------- ----------
See accompanying notes to interim financial statements.
4
BERRY ONLY INC.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------
For the period
For the 6 months ended June 24, 2009
December 31, (inception) to
------------------------- December 31,
2011 2010 2011
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $(14,774) $(22,478) $(53,492)
Adjustments to reconcile net loss to net
cash used by operating activities:
Changes in operating assets and liabilities
Accounts receivable 5,000 -- --
Accounts payable 2,500 (652) 2,500
-------- -------- --------
Net cash used in operating activities (7,274) (23,130) (50,992)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Subscriptions Received -- -- --
-------- -------- --------
Net cash provided by investing activities -- -- --
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable 2,384 -- 2,384
Sale of stock for cash -- -- 49,500
-------- -------- --------
Net cash provided by Financing Activities 2,384 -- 51,884
-------- -------- --------
EFFECTS OF EXCHANGE RATES ON CASH -- (15) (87)
-------- -------- --------
NET DECREASE IN CASH (4,890) (23,145) 805
Cash at beginning of period 5,695 44,561 --
-------- -------- --------
CASH AT END OF PERIOD $ 805 $ 21,416 $ 805
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ -- $ -- $ --
-------- -------- --------
Income Taxes paid $ -- $ -- $ --
-------- -------- --------
See accompanying notes to interim financial statements.
5
BERRY ONLY INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2011
(Expressed in US Dollars)
(Unaudited)
--------------------------------------------------------------------------------
NOTE 1. BASIS OF PRESENTATION AND ORGANIZATION
These interim financial statements as of and for the six months ended December
31, 2011 reflect all adjustments which, in the opinion of management, are
necessary to fairly state the Company's financial position and the results of
its operations for the periods presented in accordance with the accounting
principles generally accepted in the United States of America. All adjustments
are of a normal recurring nature.
These interim financial statements should be read in conjunction with the
Company's financial statements and notes thereto included in the Company's
fiscal year end June 30, 2011 10 K report. The Company assumes that the users of
the interim financial information herein have read, or have access to, the
audited financial statements for the preceding period, and that the adequacy of
additional disclosure needed for a fair presentation may be determined in that
context. The results of operations for the six month period ended December 31,
2011 are not necessarily indicative of results for the entire year ending June
30, 2012.
Berry Only Inc. ("the Company") was incorporated in the State of Nevada on June
24, 2009. The Company was incorporated for the purpose of marketing and
distributing a sanitizing product for mobile phones and other mobile devices.
The Company chose June 30 as its fiscal year end. The Company was first
capitalized in August, 2009.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all liquid investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.
PROPERTY & EQUIPMENT
Capital assets are stated at cost. Depreciation of equipment is provided using
the straight-line method over the estimated useful lives of the assets.
Expenditures for maintenance and repairs are charged to expense as incurred. The
Company did not have any property & equipment at December 31, 2011.
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LONG-LIVED ASSETS
The Company accounts for long-lived assets under the FASB (Financial Accounting
Standards Board) ASC (Accounting Standard Codification) 340-10 OTHER ASSETS AND
DEFERRED COSTS, (SFAS 142 and 144: "ACCOUNTING FOR GOODWILL AND OTHER INTANGIBLE
ASSETS" and "ACCOUNTING FOR IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS") . In
accordance with ASC 340-10, long-lived assets, goodwill and certain identifiable
intangible assets held and used by the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset will not be recoverable. For purposes of evaluating the recoverability
of long-lived assets, goodwill and intangible assets, the recoverability test is
performed using undiscounted net cash flows related to the long-lived assets.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
INCOME TAXES
The Company utilizes FASB ACS 740, "INCOME TAXES," which requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax assets and liabilities are
determined based on the difference between the tax basis of assets and
liabilities and their financial reporting amounts based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.
The Company generated a deferred tax credit through net operating loss
carry-forward. However, a valuation allowance of 100% has been established.
Interest and penalties on tax deficiencies recognized in accordance with ASC
accounting standards are classified as income taxes in accordance with ASC Topic
740-10-50-19.
FOREIGN CURRENCY TRANSLATION
In accordance with FASB ASC 830-20 FOREIGN CURRENCY TRANSACTIONS, (SFAS No. 52
"FOREIGN CURRENCY TRANSLATION"), the Company has determined that its functional
currency is the United States Dollar. Exchange differences since inception are
accumulated as a component of accumulated other comprehensive gain (loss).
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COMPREHENSIVE INCOME (LOSS)
Comprehensive income or loss encompasses net income or loss and "other
comprehensive income or loss", which includes all other non-owner transactions
and events that change shareholders' equity/deficiency. The Company's other
comprehensive gain reflects the effect of foreign currency translation
adjustments on the translation of the financial statements from the functional
currency of Canadian dollars into the reporting currency of U.S. dollars.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Financial Accounting Standards Board issued ASC (Accounting Standards
Codification) 820-10 (SFAS No. 157), "FAIR VALUE MEASUREMENTS AND DISCLOSURES"
for financial assets and liabilities. ASC 820-10 provides a framework for
measuring fair value and requires expanded disclosures regarding fair value
measurements. FASB ASC 820-10 defines fair value as the price that would be
received for an asset or the exit price that would be paid to transfer a
liability in the principal or most advantageous market in an orderly transaction
between market participants on the measurement date. FASB ASC 820-10 also
establishes a fair value hierarchy which requires an entity to maximize the use
of observable inputs, where available. The following summarizes the three levels
of inputs required by the standard that the Company uses to measure fair value:
- Level 1: Quoted prices in active markets for identical assets or
liabilities
- Level 2: Observable inputs other than Level 1 prices, such as quoted
prices for similar assets or liabilities; quoted prices in markets
that are not active, or other inputs that are observable or can be
corroborated by observable market data for substantially the full term
of the related assets or liabilities.
- Level 3: Unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the assets or
liabilities.
The Company had no financial instruments as December 31, 2011.
BASIC AND DILUTED EARNINGS PER SHARE
Net loss per share is calculated in accordance with FASB ASC 260, EARNINGS PER
SHARE, for the period presented. ASC 260 requires presentation of basic earnings
per share and diluted earnings per share. Basic income (loss) per share ("Basic
EPS") is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding during the period. Diluted
earnings per share ("Diluted EPS") is similarly calculated. Dilution is computed
by applying the treasury stock method. Under this method, options and warrants
are assumed to be exercised at the beginning of the period (or at the time of
issuance, if later), and as if funds obtained thereby were used to purchase
common stock at the average market price during the period. As at December 31,
2011, there were no potentially dilutive securities The following is a
8
reconciliation of the numerators and denominators of the basic and diluted
earnings per share computations for the six months ended December 31, 2011 and
2010:
2011 2010
---------- ----------
Basic and diluted net loss per share:
Numerator:
Comprehensive Loss $ (14,774) $ (22,478)
Denominator:
Basic and diluted weighted average
number of shares outstanding 5,208,652 5,950,000
Basic and Diluted Net Loss Per Share: $ (0.00) $ (0.00)
REVENUE RECOGNITION
The Company's revenue recognition policies are in compliance with ASC 605-13
(Staff accounting bulletin (SAB) 104). Sales revenue is recognized at the date
of shipment to customers when a formal arrangement exists, the price is fixed or
determinable, the delivery is completed, no other significant obligations of the
Company exist and collectability is reasonably assured. There were no sales in
the six months ended December 31, 2011.
DEVELOPMENT-STAGE COMPANY
The Company is considered a development-stage company, with no operating
revenues during the periods presented. Such companies report their operations,
shareholders deficit and cash flows since inception through the date that
revenues are generated from management's intended operations, among other
things. Management has defined inception as June 24, 2009. Since inception, the
Company has incurred an operating loss of $(53,492). The Company's working
capital has been generated through the sales of common stock. Management has
provided financial data since January June 24, 2009, "Inception" in the
financial statements, as a means to provide readers of the Company's financial
information to make informed investment decisions.
NOTE 3. DEALERSHIP CONTRACT
On July 8, 2010 the Company signed an exclusive dealership agreement with
Wireless Wipes, a New York corporation that manufactures a sanitizing wipe used
to clean cell phones and other mobile devices. The agreement granted the Company
the exclusive right to purchase, inventory, promote and resell the product
within Canada under certain minimum order rules. The agreement required an
annual distribution of 10,000 pouches of product. The Company was unable to
generate the required annual sales and the agreement lapsed. The Company is
seeking new business opportunities.
9
NOTE 4. UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has not generated any revenue and has incurred a
loss of $(53,492) since inception June 24, 2009.
Management has taken the following step to revise its operating and financial
requirements, which it believes are sufficient to provide the Company with the
ability to continue as a going concern. The Company pursued funding through sale
of stock.. Management believes that the above action will allow the Company to
continue operations through the next fiscal year. However management cannot
provide any assurances that the Company will be successful.
Recoverability of a major portion of the recorded asset amounts shown in the
accompanying balance sheets is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to raise
additional capital, obtain financing and to succeed in its future operations. If
the Company is unable to make it profitable, the Company could be forced to
discontinue operations.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
NOTE 5. CHANGE IN MANAGEMENT
On November 30, 2011, David Guest resigned as President, Chief Executive
Officer, Chief Financial Officer, Secretary and Director of the Company. The
Board appointed Lisa Guise in his place. On December 16, 2011, Lisa Guise
purchased 3,000,000 shares of the Company's common stock from David Guest.
NOTE 6. CAPITAL
On October 24, 2011, 33 stockholders returned 2,006,000 shares of common stock
to Treasury.
There was no stock issued in the six months ended December 31, 2011.
As of December 31, 2011 the Company had authorized 5,000,000 preferred shares of
par value $0.001, of which none was issued and outstanding.
As of December 31, 2011 the Company had authorized 75,000,000 shares of common
stock of par value $0.001, of which 3,944,000 shares were issued and
outstanding.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL
CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE
NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This section of this 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 our report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results and predictions. We are a development stage company and
have not yet generated or realized any revenues.
OVERVIEW
We were incorporated as Berry Only Inc. under the laws of Nevada on June 24,
2009. On July 8, 2010 the Company signed an exclusive dealership agreement with
Wireless Wipes, a New York corporation that manufactures a sanitizing wipe used
to clean cell phones and other mobile devices. The agreement granted the Company
the exclusive right to purchase, inventory, promote and resell the product
within Canada under certain minimum order rules. The agreement required an
annual distribution of 10,000 pouches of product. The Company was unable to
generate the required annual sales and the agreement lapsed. The Company is
seeking new business opportunities.
On November 30, 2011, David Guest voluntarily tendered his resignation as
President, Chief Executive Officer, Chief Financial Officer, Secretary and
Director of the Company. By resolution of the Board of Directors, dated November
30, 2011, pursuant to the bylaws of the Company, Lisa Guise was appointed
President, Chief Executive Officer, Chief Financial Officer, Secretary, and a
Director of the Company, effective on November 30, 2011.
Ms. Guise graduated Syracuse University. Ms. Guise received her Bachelor's of
science degree in speech communications in 1991. Over the past few years Ms.
Guise has been an independent business consultant. Her experience includes
working with management of privately-held companies to maximize productivity as
well as general corporate matters. Ms. Guise has experience in various
industries including fitness and transportation.
11
We are currently seeking business opportunities with established business
entities for the merger of a target business with our company. In certain
instances, a target business may wish to become a subsidiary of us or may wish
to contribute assets to us rather than merge. We are currently in negotiations
with several parties to enter into a business opportunity but we have not
entered into any definitive agreements to date and there can be no assurance
that we will be able to enter into any definitive agreements. We anticipate that
any new acquisition or business opportunities by our company will require
additional financing. There can be no assurance, however, that we will be able
to acquire the financing necessary to enable us to pursue our plan of operation.
If our company requires additional financing and we are unable to acquire such
funds, our business may fail.
We have no revenues, have achieved losses since inception, have been issued a
going concern opinion by our auditors and rely upon the sale of our securities
to fund operations. Accordingly, we will be dependent on future additional
financing in order to maintain our operations and continue seeking new business
opportunities.
OUR CURRENT BUSINESS
We are currently seeking business opportunities with established business
entities for the merger of a target business with our company. In certain
instances, a target business may wish to become a subsidiary of us or may wish
to contribute assets to us rather than merge. We are currently in negotiations
with several parties to enter into a business opportunity but we have not
entered into any definitive agreements to date and there can be no assurance
that we will be able to enter into any definitive agreements. We anticipate that
any new acquisition or business opportunities by our company will require
additional financing. There can be no assurance, however, that we will be able
to acquire the financing necessary to enable us to pursue our plan of operation.
If our company requires additional financing and we are unable to acquire such
funds, our business may fail.
Management of our company believes that there are perceived benefits to being a
reporting company with a class of publicly-traded securities. These are commonly
thought to include: (i) the ability to use registered securities to acquire
assets or businesses; (ii) increased visibility in the financial community;
(iii) the facilitation of borrowing from financial institutions; (iv) improved
trading efficiency; (v) stockholder liquidity; (vi) greater ease in subsequently
raising capital; (vii) compensation of key employees through stock options;
(viii) enhanced corporate image; and (ix) a presence in the United States
capital market.
We may seek a business opportunity with entities that have recently commenced
operations, or entities who wish to utilize the public marketplace in order to
raise additional capital in order to expand business development activities, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.
12
In implementing a structure for a particular business acquisition or
opportunity, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. We may
also acquire stock or assets of an existing business. Upon the consummation of a
transaction, it is likely that our present management will no longer be in
control of our company. In addition, it is likely that our officer and director
will, as part of the terms of the acquisition transaction, resign and be
replaced by one or more new officers and directors.
As of the date hereof, management has not entered into any formal written
agreements for a business combination or opportunity. When any such agreement is
reached, we intend to disclose such an agreement by filing a current report on
Form 8-K with the Securities and Exchange Commission.
We anticipate that the selection of a business opportunity in which to
participate will be complex and without certainty of success. Management
believes that there are numerous firms in various industries seeking the
perceived benefits of being a publicly registered corporation. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. We can provide no assurance that we will be able to locate
compatible business opportunities.
As a development stage company, we are not able to fund our cash requirements
through our current operations. Historically, we have been able to raise a
limited amount of capital through private placements of our equity stock, but we
are uncertain about our continued ability to raise funds privately. Further, we
believe that our company may have difficulties raising capital until we locate a
prospective property through which we can pursue our plan of operation. If we
are unable to secure adequate capital to continue our acquisition efforts, our
shareholders may lose some or all of their investment and our business may fail.
RESULTS OF OPERATIONS
The following summary of our results of operations should be read in conjunction
with our financial statements included herein. Our operating results for the
three months ended December 31, 2011 and 2010 are summarized as follows:
Three Months Ended
December 31,
--------------------------------
2011 2010
-------- --------
Revenue $ -- $ --
Operating Expenses 10,916 14,568
Net Loss $ 10,916 $ 14,583
13
REVENUES
We have not earned any revenues to date. We are currently seeking business
opportunities with established business entities for the merger of a target
business with our company. We are presently in the development stage of our
business and we can provide no assurance that we begin earning revenues.
EXPENSES
Our expenses for the three months ended December 31, 2011 and 2010 are outlined
in the table below:
Three Months Ended
December 31,
--------------------------------
2011 2010
-------- --------
Marketing $ -- $ --
Professional Fees 3,050 13,493
Consulting 3,676 --
Other Selling General & Administrative 4,190 1,075
TOTAL EXPENSES $ 10,916 $ 14,568
PROFESSIONAL FEES
Professional fees include our accounting and auditing expenses incurred in
connection with the preparation of our financial statements and professional
fees that we pay to our legal counsel. The decrease in our professional fees is
associated with less business activity.
We incurred operating losses in the amount of $53,492 from inception on June 24,
2009 through the period ended December 31, 2011. These operating expenses were
composed of marketing expenses, professional fees, consulting, and other selling
and general and administrative expenses.
GOING CONCERN
We have not attained profitable operations and are dependent upon obtaining
financing to pursue any extensive development activities. For these reasons our
auditors stated in their report on our audited financial statements that they
have substantial doubt we will be able to continue as a going concern.
FINANCINGS AND SHARE ISSUANCE
Our operations to date have been funded by equity investment. All of our equity
funding has come from a private placement of our securities
14
We closed an issue of 2,000,000 shares of common stock on August 26, 2009 to our
sole officer and director, David Guest, at a price of $0.005 per share. The
total proceeds received from this offering were $10,000. These shares were
issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted
shares as defined in the Securities Act. We did not engage in any general
solicitation or advertising.
We closed an issue of 1,000,000 shares of common stock on April 29, 2010 to our
sole officer and director, David Guest, at a price of $0.01 per share. The total
proceeds received from this offering were $10,000. These shares were issued
pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares
as defined in the Securities Act. We did not engage in any general solicitation
or advertising.
On December 16, 2011 David Guest entered into an Agreement for the Purchase of
Common Stock with Lisa Guise, pursuant to which David Guest sold an aggregate of
3,000,000 shares of the Company's common stock to Lisa Guise. The purchase price
was $20,000. Lisa Guise acquired approximately 76% of the total outstanding
number of shares of common stock of the Company and the 3,000,000 shares
represent Lisa Guise's entire beneficial holdings in the Company.
We completed an offering of 2,950,000 shares of our common stock at a price of
$0.01 per share to a total of thirty three (33) purchasers on June 30, 2010. The
total amount we received from this offering was $29,500. We completed this
offering pursuant Rule 903(a) and conditions set forth in Category 3 (Rule
903(b)(3)) of Regulation S of the Securities Act of 1933.
On October 24, 2011, 33 shareholders surrendered 2,006,000 shares to the Company
for cancellation. The cancellation of the shares results in the Company having a
total of 3,944,000 shares issued and outstanding at December 31, 2011.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
N/A
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this Report, the Company's President, and
principal financial officer (the "Certifying Officer"), evaluated the
effectiveness of the Company's "disclosure controls and procedures," as defined
in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that
evaluation, the officer concluded that, as of the date of the evaluation, the
15
Company's disclosure controls and procedures were effective to provide
reasonable assurance that the information required to be disclosed in the
Company's periodic filings under the Securities Exchange Act of 1934 is
accumulated and communicated to management to allow timely decisions regarding
required disclosure.
The Certifying Officer has also indicated that there were no changes in internal
controls over financial reporting during the Company's last fiscal quarter, and
no significant changes in our internal controls or other factors that could
significantly affect such controls subsequent to the date of their evaluation
and there were no corrective actions with regard to significant deficiencies and
material weaknesses.
Our management, including the Certifying Officer, does not expect that our
disclosure controls or our internal controls will prevent all errors and 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. In addition, 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. Because of 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 a company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people or by management
override of the control. The design of any systems of controls also is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Because of these inherent limitations in
a cost-effective control system, misstatements due to error or fraud may occur
and not be detected.
ITEM 4(T). CONTROLS AND PROCEDURES
The information required pursuant to item 4(t) has been provided in Item 4.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1(A) RISK FACTORS
There have been no changes to our risk factors from those disclosed in our
Annual Report on Form 10-K filed September 28, 2011.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
We did not issue any securities without registration pursuant to the Securities
Act of 1933 during the three months ended December 31, 2011.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to our security holders for a vote during the quarter
ending December 31, 2011.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
31.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
101 Interactive Data Files pursuant to Rule 405 of Regulation S-T.
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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.
BERRY ONLY INC.
By: /s/ Lisa Guise
--------------------------------
Lisa Guise, President,
Chief Executive Officer and
Chief Financial Officer Director
Date: February 6, 2012
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