x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Florida
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27-1933597
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company x
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(Do not check if smaller reporting company)
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31.1
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Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
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31.2
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Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer
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32.1
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Section 1350 Certification of principal executive officer and principal financial and accounting officer
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Extension Presentation Linkbase
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Elite Nutritional Brands, Inc.
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BY:
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/s/ Don Ptalis
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Don Ptalis
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President, Secretary, Treasurer,
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Principal Executive Officer,
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Principal Financial and Accounting
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Officer and Sole Director
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Dated: November 2, 2011
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November 2, 2011
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/s/ Don Ptalis
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Don Ptalis, President,
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Principal Executive Officer
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November 2, 2011
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/s/ Don Ptalis
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Don Ptalis, President, Principal
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Financial and Accounting Officer
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November 2, 2011
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/s/ Don Ptalis
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Don Ptalis, President, Principal
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Executive Officer, Principal Financial
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and Accounting officer
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Balance Sheets (Parenthetical) (USD $) | Aug. 31, 2011 | Feb. 28, 2011 |
---|---|---|
Capital Stock, authorized | 300,000,000 | 300,000,000 |
Capital Stock, par value | $ 0.0001 | $ 0.0001 |
Capital Stock, issued | 122,400,000 | 122,400,000 |
Capital Stock, outsanding | 122,400,000 | 122,400,000 |
Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | 18 Months Ended | ||
---|---|---|---|---|---|
Aug. 31, 2011 | Aug. 31, 2010 | Aug. 31, 2011 | Aug. 31, 2010 | Aug. 31, 2011 | |
REVENUES | |||||
EXPENSES | |||||
General & Administrative | 1,400 | 124 | 8,695 | 161 | 11,091 |
Professional Fees | 750 | 1,879 | 1,400 | 2,779 | 12,550 |
Costs and Expenses, Total | 2,150 | 2,003 | 10,095 | 2,949 | 23,641 |
Loss Before Income Taxes | (2,150) | (2,003) | (10,095) | (2,940) | (23,641) |
Provision for Income Taxes | |||||
Net Loss | $ (2,150) | $ (2,003) | $ (10,095) | $ (2,940) | $ (23,641) |
PER SHARE DATA: | |||||
Basic and diluted loss per common share | |||||
Basic and diluted weighted average common shares outstanding | 122,400,000 | 122,400,000 |
Document and Entity Information | 6 Months Ended | |
---|---|---|
Aug. 31, 2011 | Oct. 11, 2011 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Aug. 31, 2011 | |
Document Fiscal Year Focus | 2011 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | ELIT | |
Entity Registrant Name | ELITE NUTRITIONAL BRANDS, INC. | |
Entity Central Index Key | 0001487198 | |
Current Fiscal Year End Date | --02-28 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 122,400,000 |
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NAME CHANGE AND STOCK SPLIT; CHANGE IN CONTROL AND NEW OFFICER AND DIRECTOR | 6 Months Ended |
---|---|
Aug. 31, 2011 | |
NAME CHANGE AND STOCK SPLIT; CHANGE IN CONTROL AND NEW OFFICER AND DIRECTOR |
NOTE 3. NAME CHANGE AND STOCK SPLIT; CHANGE IN CONTROL
AND NEW OFFICER AND DIRECTOR
On
June 3, 2011 the Board of Directors and majority shareholder of
Hidden Ladder, Inc. approved Articles of Amendment to our Articles
of Incorporation which (a) effected a 12 for one forward stock
split of our issued and outstanding common stock, and (b) changed
the name of the company to “Elite Nutritional Brands,
Inc.”
In
conjunction therewith, we filed Articles of Amendment to our
Articles of Incorporation with the Secretary of State of Florida
which was effective at the close of business on June 21, 2011.
The forward stock split was distributed to all shareholders
of record on June 20, 2011. No cash will be paid or
distributed as a result of the forward stock split and no
fractional shares was issued. All fractional shares which
would otherwise be required to be issued as a result of the stock
split were rounded up to the nearest whole share. There was
no change in the par value of our common stock.
Our
common stock is quoted on the OTC Bulletin Board post
split under the symbol
“ELIT”. Our new CUSIP number is 28659B 100.
Effective July 27, 2011, David Johnson sold 103,000,000 shares of
the Company’s common stock to Don Ptalis, the Company’s
new CEO and Director for a purchase price of $5,000, which source
was his own funds. Taking into account the June 21, 2011
12:1 forward split of the Company’s common stock, the
percentage of voting securities of the Company now beneficially
owned directly or indirectly by Mr. Ptalis is
84.12%.
On July 29, 2011, David Johnson resigned as the President, CEO and
Sole Director of the Company, and Daniel McKelvy
resigned as the Assistant Secretary of the Company to pursue other
business interests.
Effective July 29, 2011, Don Ptalis was appointed as the
Company’s new CEO and Director. Mr. Ptalis is the
founder and currently a consultant to Plaza Promotions Inc., a
company he founded in 2004. Plaza Promotions is a promotional
company that provides premiums, POP printing, direct mail, and
event marketing to companies
in need of these services. Plaza Promotions clientele to this
day include many fortune 500 companies. From 1987-1993, Mr. Ptalis
was the president and chief financial officer of Desk, Inc., a
steelcase dealership with over $31,000,000 in sales, where he was
responsible for the daily oversight of the company's operations.
Mr. Ptalis received a Bachelor in Mechanical Engineering from the
City College of New York in 1964.
|
GENERAL ORGANIZATION AND BUSINESS | 6 Months Ended |
---|---|
Aug. 31, 2011 | |
GENERAL ORGANIZATION AND BUSINESS |
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
Hidden Ladder, Inc. is a development stage company, incorporated in
the State of Florida on, February 23, 2010, to design a safety
product for homeowners. The Company was never able to execute upon
its business plan and on June 21, 2011 changed its name to Elite
Nutritional Brands, Inc. On June 21, 2011 the Company
effected a 12 for one forward stock split of our issued and
outstanding common stock. All numbers shown herein for
shares of our common stock reflect the adjusted numbers after
giving effect to the 12 for one stock split. Effective
July 27, 2011, David Johnson sold 103,000,000 shares of the
Company’s common stock to Don Ptalis, the Company’s new
CEO and Director for a purchase price of $5,000, which source was
his own funds. Taking into account the June 21, 2011
12:1 forward split of the Company’s common stock, the
percentage of voting securities of the Company now beneficially
owned directly or indirectly by Mr. Ptalis is
84.12%.
On July 29, 2011, David Johnson resigned as the President, CEO and
Sole Director of the Company, and Daniel McKelvy
resigned as the Assistant Secretary of the Company to pursue other
business interests. Effective July 29, 2011, Don Ptalis
was appointed as the Company’s new CEO and Director.
Through August 31, 2011 the Company was in the development stage
and has not carried on any significant operations and has generated
minimal revenues. The Company has incurred losses since inception
aggregating $23,641. The accompanying financial statements have
been prepared assuming that the Company will continue as a going
concern. These matters, among others, raise substantial doubt about
the ability of the Company to continue as a going concern. These
financial statements do not include any adjustments to the amounts
and classification of assets and liabilities that may be necessary
should the Company be unable to continue as a going
concern.
|
SUBSEQUENT EVENTS | 6 Months Ended |
---|---|
Aug. 31, 2011 | |
SUBSEQUENT EVENTS |
NOTE 4. SUBSEQUENT EVENTS
We have evaluated events and transactions that occurred subsequent
to August 31, 2011 through October 11, 2011, the date the financial
statements were issued, for potential recognition or disclosure in
the accompanying financial statements.
Other than the disclosures above, we did not identify any events or
transactions that should be recognized or disclosed in the
accompanying financial statements.
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Statements of Cash Flow (USD $) | 6 Months Ended | 18 Months Ended | |
---|---|---|---|
Aug. 31, 2011 | Aug. 31, 2010 | Aug. 31, 2011 | |
OPERATING ACTIVITIES | |||
Net Loss | $ (10,095) | $ (2,940) | $ (23,641) |
Changes in Operating Assets and Liabilities: | |||
Increase (decrease) in accounts payable and accrued liabilities | (2,000) | (2,950) | 2,150 |
Net cash used in operating activities | (12,095) | (5,890) | (21,491) |
FINANCING ACTIVITIES | |||
Loan from shareholder | 491 | 491 | |
Common stock issued for cash | 21,000 | ||
Net cash provided by financing activities | 491 | 21,491 | |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (11,604) | (5,890) | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 11,604 | 9,000 | 9,000 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 3,110 | ||
Cash paid for: | |||
Interest expense | |||
Income taxes |
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES | 6 Months Ended |
---|---|
Aug. 31, 2011 | |
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
PRACTICES
Accounting Basis
The Company is currently a development stage enterprise reporting
under the provisions of Accounting Standards Codification ("ASC")
915 "Development Stage Enties", which was previously Statement of
Financial Accounting Standards ("SFAS") No. 7.
The accompanying unaudited financial statements have been prepared
in accordance with generally accepted accounting principles in the
United States of America for interim financial information and with
the instructions to Form 10-Q and Regulation S-X. Accordingly, the
financial statements do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been
included and such adjustments are of a normal recurring nature.
These financial statements should be read in conjunction with the
financial statements for the year ended February 28, 2011 and notes
thereto and other pertinent information contained in our Form S-1/A
the Company has filed with the Securities and Exchange Commission
(the "SEC").
The results of operations for the three month period ending August
31, 2011 are not necessarily indicative of the results for the full
fiscal year ending February 28, 2012.
Cash and Cash Equivalents
For the purpose of the financial statements cash equivalents
include all highly liquid investments with maturity of three months
or less.
Earnings (Loss) per Share
The basic earnings (loss) per share are calculated by dividing the
Company's net income available to common shareholders by the
weighted average number of common shares outstanding during the
year. The diluted earnings (loss) per share are calculated by
dividing the Company's net income (loss) available to common
shareholders by the diluted weighted average number of shares
outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted
as of the first of the year for any potentially dilutive debt or
equity. There are no diluted shares outstanding for any periods
reported.
Dividends
The Company has not adopted any policy regarding payment of
dividends. No dividends have been paid during the periods shown,
and none are contemplated in the near future.
Income Taxes
The Company adopted FASB ASC 740, Income Taxes, at its inception
deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets, including tax loss
and credit carryforwards, and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that
includes the enactment date. Deferred income tax expense represents
the change during the period in the deferred tax assets and
deferred tax liabilities. The components of the deferred tax assets
and liabilities are individually classified as current and
non-current based on their characteristics. 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. No deferred tax
assets or liabilities were recognized as of August 31,
2011.
Advertising
The Company will expense advertising as incurred. The advertising
since inception has been $0.00.
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America 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 revenue and
expenses during the reporting period. Actual results could differ
from those estimates.
Revenue and Cost Recognition
The Company has no current source of revenue; therefore the Company
has not yet adopted any policy regarding the recognition of revenue
or cost.
Property
The company does not own any real estate or other properties. The
business office is located at the home of Don Ptalis, the CEO of
the company at no charge to the company.
Recently Issued Accounting Pronouncements
The Company has adopted all recently issued accounting
pronouncements. The adoption of the accounting pronouncements,
including those not yet effective, is not anticipated to have a
material effect on the financial position or results of operations
of the Company.
|
Balance Sheets (USD $) | Aug. 31, 2011 | Feb. 28, 2011 |
---|---|---|
CURRENT ASSETS | ||
Cash and cash equivalents | $ 11,604 | |
Total current assets | 11,604 | |
TOTAL ASSETS | 0 | 11,604 |
CURRENT LIABILITIES | ||
Accounts payable & Accrued liabilities | 2,150 | 4,150 |
LONG TERM LIABILITIES | ||
Shareholder loan | 491 | |
Total liabilities | 2,641 | 4,150 |
STOCKHOLDERS' EQUITY | ||
Capital Stock Authorized: 300,000,000 common shares, $0.0001 par value Issued and outstanding shares: 122,400,000 shares issued and outstanding at August 31, 2011 and February 28, 2011 | 12,240 | 12,240 |
Additional paid-in capital | 8,760 | 8,760 |
Deficit accumulated during the development stage | (23,641) | (13,546) |
Total Stockholders' Equity | (2,641) | 7,454 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 0 | $ 11,604 |