-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N/GJPrAX5lqC311Hkied5/bwx587ECiq/Ejwx8Hhvmt32e6DUt2n7X58NZ5GMiVY rBnXqGZzRvaEygQjmt/lxg== 0001164621-03-000097.txt : 20030501 0001164621-03-000097.hdr.sgml : 20030501 20030501144743 ACCESSION NUMBER: 0001164621-03-000097 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CACH FOODS INC CENTRAL INDEX KEY: 0001135264 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 820404220 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-61424 FILM NUMBER: 03676520 BUSINESS ADDRESS: STREET 1: PO BOX 4669 CITY: PECATELLO STATE: ID ZIP: 83205-4669 BUSINESS PHONE: 2082338001 MAIL ADDRESS: STREET 1: PO BOX 4669 CITY: PECATELLO STATE: ID ZIP: 83205-4669 10QSB 1 doc1.txt U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2003 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-61424 CACH FOODS, INC. (Exact name of small business issuer as specified in its charter) NEVADA 82-0505220 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 5555 NORTH STAR RIDGE WAY STAR, ID 83669 (Address of principal executive offices) (866) 922-8073 (Issuer's telephone number) Not Applicable (Former name, address and fiscal year, if changed since last report) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: State the number of shares outstanding of each of the issuer's classes of common equity, as of March 31, 2003: 12,152,000 shares of common stock, par value $0.001 Transitional Small Business Format: Yes [ ] No [ X ]
FORM 10-QSB CACH FOODS, INC. (A Development Stage Company) INDEX Page PART I. Financial Information Item 1. Unaudited Condensed Financial Statements 3 Unaudited Condensed Balance Sheets, March 31, 2003 and December 31, 2002 4 Unaudited Condensed Statements of Operations, for the three months ended March 31, 2003 and 2002 and for the period from inception on May 4, 1998 through March 31, 2003 5 Unaudited Condensed Statements of Cash Flows, for the three months ended March 31, 2003 and 2002 and for the period from inception on May 4, 1998 through March 31, 2003 6 Notes to Unaudited Condensed Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation 11 Item 3. Controls and Procedures 13 PART II. . Other Information Item 6. Exhibits and Reports on Form 8-K 13 Signatures 14
(Inapplicable items have been omitted) 2 PART I. FINANCIAL INFORMATION ITEM 1. UNAUDITED CONDENSED FINANCIAL STATEMENTS In the opinion of management, the accompanying unaudited financial statements included in this Form 10-QSB reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. 3
CACH FOODS, INC. [A Development Stage Company] UNAUDITED CONDENSED BALANCE SHEETS ASSETS March 31, December 31, 2003 2002 ------------- -------------- CURRENT ASSETS: Cash . . . . . . . . . . . . . . . $ 6,279 $ 14,137 ------------- -------------- Total Current Assets . . . . . . 6,279 14,137 ------------- -------------- $ 6,279 $ 14,137 ============= ============== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable . . . . . . . . . $ 1,405 $ 20 Accounts payable - related party . 2,226 1,835 ------------- -------------- Total Current Liabilities. . . 3,631 1,855 ------------- -------------- STOCKHOLDERS' EQUITY: Preferred stock $.001 par value, 5,000,000 shares authorized, no shares issued and outstanding - - Common stock, $.001 par value, 100,000,000 shares authorized, 12,152,000 shares issued and outstanding. . . . . . . . . . . 12,152 12,152 Capital in excess of par value . . 51,057 51,057 Deficit accumulated during the development stage. . . . . . . . (60,561) (50,927) ------------- -------------- Total Stockholders' Equity . . . 2,648 12,282 ------------- -------------- $ 6,279 $ 14,137 ============= ==============
Note: The balance sheet at December 31, 2002 was taken from the audited financial statements at that date and condensed. The accompanying notes are an integral part of these unaudited condensed financial statements. 4
CACH FOODS, INC. [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF OPERATIONS For the Three From Inception Months Ended on May 4, March 31, 1998 through ------------------------- March 31, 2003 2002 2003 ---------- ------------- -------------- REVENUE . . . . . . . . . . . $ - $ - $ - ---------- ------------- -------------- EXPENSES: Selling . . . . . . . . . . 255 - 3,160 General and administrative. 9,379 15,904 57,266 ---------- ------------- -------------- Total Expenses. . . . . . 9,634 15,904 60,426 ---------- ------------- -------------- LOSS FROM OPERATIONS. . . . . (9,634) (15,904) (60,426) ---------- ------------- -------------- OTHER INCOME (EXPENSE): Interest income . . . . . . - - 46 Interest expense - related party . . . . . . - (16) (181) ---------- ------------- -------------- Total Other Income (Expense) . . . . . . . - (16) (135) ---------- ------------- -------------- LOSS BEFORE INCOME TAXES . . . . . . . . . . . (9,634) (15,920) (60,561) CURRENT TAX EXPENSE . . . . . - - - DEFERRED TAX EXPENSE. . . . . - - - ---------- ------------- -------------- NET LOSS. . . . . . . . . . . $ (9,634) $ (15,920) $ (60,561) ========== ============= =============== LOSS PER COMMON SHARE . . . . . . . . . . . $ (.00) $ (.00) $ (.01) ========== ============= ===============
The accompanying notes are an integral part of these unaudited condensed financial statements. 5
CACH FOODS, INC. [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS For the Three From Inception Months Ended on May 4, March 31, 1998 through ------------------------- March 31, 2003 2002 2003 ---------- ------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . $ (9,634) $ (15,920) $(60,561) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Stock issued for services rendered. . . . . . . . . . . . - - 1,000 Changes in assets and liabilities: Increase (decrease) in accounts payable . . . . . . . . 1,385 (15,670) 1,405 Increase (decrease) in accounts payable - related party 391 - 2,226 Increase (decrease) in accrued interest payable - related party . . . . . . . . . . . . . . . . . . . . - (165) - ---------- ------------- -------------- Net Cash (Used) by Operating Activities . . . . . . (7,858) (31,755) (55,930) ---------- ------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES. . . . . . . . . . . . . - - - ---------- ------------- -------------- Net Cash Provided (Used) by Investing Activities. . - - - ---------- ------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock. . . . . . . . . . . - 75,000 81,000 Payments for stock offering costs . . . . . . . . . . . . . - - (18,791) Proceeds from note payable - related party. . . . . . . . . - - 2,000 Payments on note payable - related party. . . . . . . . . . - (2,000) (2,000) Advances from related party . . . . . . . . . . . . . . . . - - 1,404 Repayments to related party . . . . . . . . . . . . . . . . - (1,404) (1,404) ---------- ------------- -------------- Net Cash Provided (Used) by Financing Activities. . - 71,596 62,209 ---------- ------------- -------------- NET INCREASE (DECREASE) IN CASH . . . . . . . . . . . . . . . (7,858) 39,841 6,279 CASH AT BEGINNING OF THE PERIOD . . . . . . . . . . . . . . . 14,137 1,749 - ---------- ------------- -------------- CASH AT END OF THE PERIOD . . . . . . . . . . . . . . . . . . $ 6,279 $ 41,590 $ 6,279 ---------- ------------- -------------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest. . . . . . . . . . . . . . . . . . . . . . . . . $ - $ - $ - Income taxes. . . . . . . . . . . . . . . . . . . . . . . $ - $ - $ -
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: For the period from inception on May 4, 1998 through March 31, 2003: In April 2001, the Company issued 2,000 shares of common stock for director's services valued at $1,000 or $.50 per share. The accompanying notes are an integral part of these unaudited condensed financial statements. 6 CACH FOODS, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION - Cach Foods, Inc. ("the Company") was organized under the laws of the State of Nevada on May 4, 1998 as Llebpmac, Inc. Effective November 2, 2000, the Company changed its name from Llebpmac, Inc. to Cach Foods, Inc. The Company plans to be a merchandiser of wholesale snack foods. The Company has not commenced planned principal operations and is considered a development stage company as defined in Statement of Financial Accounting Standards No. 7. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors. CONDENSED FINANCIAL STATEMENTS - The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2003 and 2002 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America 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 December 31, 2002 audited financial statements. The results of operations for the periods ended March 31, 2003 and 2002 are not necessarily indicative of the operating results for the full year. CASH AND CASH EQUIVALENTS - The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents. ADVERTISING COSTS - Advertising costs, except for costs associated with direct-response advertising, are charged to operations when incurred. The costs of direct-response advertising are capitalized and amortized over the period during which future benefits are expected to be received. During the three months ended March 31, 2003 and 2002, advertising costs amounted to $255 and $0, respectively. LOSS PER SHARE - The computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share". ACCOUNTING ESTIMATES - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimated. RECENTLY ENACTED ACCOUNTING STANDARDS - Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations", SFAS No. 142, "Goodwill and Other Intangible Assets", SFAS No. 143, "Accounting for Asset Retirement Obligations", SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections", SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities", SFAS No. 147, "Acquisitions of Certain Financial Institutions - an Amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9", and SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an Amendment of FASB Statement No. 123", were recently issued. SFAS No. 141, 142, 143, 144, 145, 146, 147 and 148 have no current applicability to the Company or their effect on the financial statements would not have been significant. 7 CACH FOODS, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [CONTINUED] RESTATEMENT - In October 2000, the Company effected a 2-for-1 forward stock split. The financial statements have been restated, for all periods presented, to reflect this stock split [See Note 2]. RECLASSIFICATION - The financial statements for periods prior to March 31, 2003 have been reclassified to conform to the headings and classifications used in the March 31, 2003 financial statements. NOTE 2 - CAPITAL STOCK PREFERRED STOCK - The Company has authorized 5,000,000 shares of preferred stock, $.001 par value, with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors. No shares were issued at March 31, 2003 and December 31, 2002. COMMON STOCK - In May 1998, in connection with its organization, the Company issued 2,000,000 shares of its previously authorized, but unissued common stock. The shares were issued for cash of $1,000 or $.0005 per share. In September 2000, the Company issued 10,000,000 shares of its previously authorized but unissued common stock. The shares were issued for cash of $5,000 or $.0005 per share. In April 2001, the Company issued 2,000 shares of its previously authorized but unissued common stock. The shares were issued for director services valued at $1,000 or $.50 per share. In January 2002, the Company issued 150,000 shares of its previously authorized but unissued common stock. The shares were issued for cash of $75,000 or $.50 per share. Stock offering costs of $18,791 were offset against the proceeds in capital in excess of par value. STOCK SPLIT - On October 2, 2000, the Company effected a 2-for-1 forward stock split. The financial statements for all periods presented have been restated to reflect the stock split. NOTE 3 - INCOME TAXES The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes". SFAS No. 109 requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. The Company has available at March 31, 2003, unused operating loss carryforwards of approximately $60,600 which may be applied against future taxable income and which expire in various years through 2023. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryforwards and, therefore, no deferred tax asset has been recognized for the loss carryforwards. The net deferred tax assets are approximately $9,100 and $7,600 as of March 31, 2003 and December 31, 2002, respectively, with an offsetting valuation allowance of the same amount, resulting in a change in the valuation allowance of approximately $1,500 during the three months ended March 31, 2003. 8 CACH FOODS, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 4 - RELATED PARTY TRANSACTIONS ADVANCE PAYABLE - An officer/shareholder of the Company directly paid expenses totaling $1,404 on behalf of the Company. During January, February and March 2002, the Company repaid the advances. NOTE PAYABLE - In March 2001, an officer/shareholder of the Company advanced $2,000 to the Company as a note payable. The note was due March 5, 2002 and accrued interest at 10% per annum. In January 2002, the Company repaid the note payable and the related accrued interest of $181. LICENSING AGREEMENT - On October 10, 2000, the Company entered into a licensing agreement with an officer/shareholder of the Company for exclusive rights to use the brand name "Idaho Chips". The agreement is cancelable after April 10, 2003 by either party giving three months written notice to the other. The agreement requires payment of 5% of gross revenues produced from use of the brand name to the officer/shareholder for 30 months. At that point, if total gross revenues from use of the brand name are at least $500,000, the agreement will be renewed for an additional 12 months. The agreement will then be renewed for 12-month terms for each successive 12-month period of $300,000 in gross revenues from use of the brand name. The agreement is assignable only with prior written consent of the licensor and the agreement states that selling or transferring more than 50% of the outstanding stock constitutes an assignment. MANAGEMENT COMPENSATION - On April 20, 2001, the Company issued 2,000 shares of common stock to directors for services valued at $1,000 or $.50 per share. During the three months ended March 31, 2003 and 2002, respectively, the Company paid $6,572 and $3,188 to officers, directors or entities controlled by them for services rendered. At March 31, 2003 and December 31, 2002, respectively, the Company owed $1,626 and $1,835 to officers, directors or entities controlled by them for services rendered. OFFICE SPACE - On January 1, 2002, the Company signed a lease agreement with an officer/shareholder of the Company. The Company leases office space and equipment on a month-to-month basis for $200 per month. Total lease costs for the three months ended March 31, 2003 and 2002 were $600 and $600, respectively. At March 31, 2003 and December 31, 2002, respectively, the Company owed $600 and $0 to the officer/shareholder for use of the leased property. NOTE 5 - GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception and has not yet generated any revenues. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. 9 CACH FOODS, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 6 - LOSS PER SHARE The following data shows the amounts used in computing loss per share:
For the Three From Inception Months Ended on May 4, March 31, 1998 through --------------------------- March 31, 2003 2002 2003 ------------ ------------- -------------- Loss from operations available to common shareholders (numerator) . . . . . . . . . . $ (9,634) $ (15,920) $ (60,561) ------------ ------------- -------------- Weighted average number of common shares outstanding (denominator) . . . . . . . . . 12,152,000 12,110,333 7,049,063 ------------ ------------- --------------
Dilutive loss per share was not presented, as the Company had no common stock equivalent shares for all periods presented that would affect the computation of diluted loss per share. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION FORWARD-LOOKING STATEMENT NOTICE When used in this report, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company's future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. These factors include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or results of operations. Such factors are discussed under Part I, Item 2, Management's Discussion and Analysis of Financial Condition or Plan of Operations. OUR HISTORY AND BUSINESS We were formed as a Nevada corporation under the name Llebpmac, Inc. on May 4, 1998. We originally incorporated to open and operate a restaurant. From 1998 through early 2000 we conducted initial research but ultimately did not open the restaurant. On October 2, 2000, our shareholders approved a two for one forward split of our outstanding common stock and we changed our purpose to be a wholesale snack food merchandiser. On November 1, 2000, we changed our name to Cach Foods, Inc. to reflect our change in purpose. Our current business plan is to market potato chips in Japan and other Asian markets under the Idaho Chips trademark. We do not own the Idaho Chips trademark. On October 10, 2000, we entered into a license agreement with the owner of the Idaho Chips trademark, Mr. Cornelius A. Hofman, our president and director. The license gives us the exclusive worldwide use of the brand name Idaho Chips(TM) for a 30-month period through April 10, 2003. In return for the use of the trademark, we will pay five percent of our gross revenue to Mr. Hofman. We have been engaged in negotiations to extend the license agreement, however, an extension has not been finalized at the date of this report. Cach Foods, Inc. became a public company on October 17, 2001. Since our initial public offering, we have conducted research and explored design possibilities for Idaho Chips(TM). We have also began the process of determining who will manufacture and package our products, what products will be offered, how prices will be set, which Japanese convenience stores to target and how to promote our products to importers and distributors. Our initial focus will be on selling Idaho Chips(TM) in the Japanese market through convenience stores. If demand permits, we will expand production and sell Idaho Chips(TM) to larger supermarkets as well other Asian countries. We intend to act as a wholesale merchandiser by subcontracting the actual manufacturing, packaging, exporting and selling of Idaho Chips(TM). If successful in the Japanese market, we will increase the variety of snack foods we offer and expand to other Asian markets. PLAN OF OPERATION We will use a distribution channel comprised of intermediaries such as suppliers, manufacturers, wholesalers, importers and distributors to bring our products to market. During the past year, we have devoted a substantial potion of our time and resources to identifying and establishing contacts with potential manufacturers, suppliers and packagers. We have also been actively engaged in establishing the Idaho Chips trademark in Asia through attending 11 trade shows and conventions and establishing relationships with international importers and distributors. During the next 12 months, our officers and directors will continue to allocate a substantial portion of their time to developing contacts with suppliers, manufacturers, importers and distributors in the United States and in Asia. During the past 90 days, we have: - Performed additional research on popcorn and potato chip manufacturing opportunities in the United States. - Performed additional research on packaging and design for our proposed products. - Continued to explore the possibility of developing a market in China by gathering market data and arranging to have sample products available to potential Chinese clients during the Chinese New Year holiday. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 We have not generated any revenue since inception. We do not anticipate generating any revenue until we begin producing potato chips and our marketing and distribution networks are established. During the past 90 days we have continued to implement our business plan by identifying and developing relationships with manufacturers, importers, distributors and retailers. Expenses for the three months ended March 31, 2003 were $9,634 consisting of $255 in selling costs and $9,379 in general and administrative expenses. General and administrative expenses primarily consisted of legal, accounting and consulting fees. Operating expenses for the three months ended March 31, 2002 were $15,904 consisting entirely of general and administrative expenses. We also had interest expense of $16 during the first three months of 2002. As a result of our ongoing lack of revenue and continued operating expenses, we realized a net loss of $9,634 during the three months ended March 31, 2003 compared to a net loss of $15,920 during the first three months of 2002. Cumulative net loss from inception on May 4, 1998 through March 31, 2003 is $60,561. LIQUIDITY AND CAPITAL RESOURCES At March 31, 2003 total current assets consisted of $6,279 in cash. Total current liabilities during the same period were $3,631 consisting of $1,405 in accounts payable to unrelated parties and $2,226 in accounts payable to officers and directors or entities controlled by them for prior services. At December 31, 2002 our assets consisted of $14,137 in cash with liabilities $1,855 consisting of $20 in accounts payable to unrelated parties and $1,835 due to officers and directors for services rendered. We have no significant material commitments for capital expenditures during the next twelve months and believe that we have sufficient cash on hand to meet our anticipated expenses. Since we have not yet generated any revenues and have a history of losses, our auditors have expressed substantial doubt about our ability to continue as a going concern. We intend to continue implementing our business plan, however, we cannot guarantee that we will be able to produce and distribute any products or generate any revenue during the next twelve months. If we require additional capital, we may sell common stock, seek advances from officers or shareholders, or explore other debt financing strategies. 12 ITEM 3. CONTROLS AND PROCEDURES Within the 90-day period prior to the date of this report, we evaluated the effectiveness and operation of our disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective. There have been no significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date we carried out our evaluation. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
EXHIBIT NUMBER TITLE LOCATION 99.1 Certification of Chief Executive Officer pursuant to Attached Section 302 of the Sarbanes- Oxley Act of 2002 99.2 Certification of Chief Financial Officer pursuant to Attached Section 302 of the Sarbanes- Oxley Act of 2002 99.3 Certification of Chief Executive Officer pursuant to Attached Section 906 of the Sarbanes- Oxley Act of 2002 99.4 Certification of Chief Financial Officer pursuant to Attached Section 906 of the Sarbanes- Oxley Act of 2002
Reports on Form 8-K: No reports on Form 8-K were filed by the Company during the quarter ended March 31, 2003 13 SIGNATURES In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CACH FOODS, INC. Date: April 30, 2003 /s/Cornelius A. Hofman ------------------------- Cornelius A. Hofman Chief Executive Officer Date: April 30, 2003 /s/Kelly McBride ------------------------- Kelly McBride Chief Financial Officer 14 EX-99.1 3 doc2.txt CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Cornelius A. Hofman, the Chief Executive Officer of Cach Foods, Inc. (the "Company"), certify that: 1. I have reviewed this quarterly report on Form 10-QSB of the Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. April 30, 2003 /s/Cornelius A. Hofman ------------------------- Cornelius A. Hofman Chief Executive Officer EX-99.2 4 doc3.txt CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Kelly McBride, the Chief Financial Officer of Cach Foods, Inc. (the "Company"), certify that: 1. I have reviewed this quarterly report on Form 10-QSB of the Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. April 30, 2003 /s/Kelly McBride ------------------------- Kelly McBride Chief Financial Officer EX-99.3 5 doc4.txt CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Cach Foods, Inc. (the "Company") on Form 10-QSB for the period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Cornelius A. Hofman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/Cornelius A. Hofman ------------------------- Cornelius A. Hofman Chief Executive Officer April 30, 2003 EX-99.4 6 doc5.txt CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Cach Foods, Inc. (the "Company") on Form 10-QSB for the period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kelly McBride, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/Kelly McBride ------------------------- Kelly McBride Chief Financial Officer April 30, 2003 -----END PRIVACY-ENHANCED MESSAGE-----