x |
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the quarterly period ended March 31, 2012.
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or
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o |
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT.
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For the transition period from ____________ to ____________
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Nevada
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27-2553082
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(State or other jurisdiction ofincorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer o | Accelerated filer o | |
Non-accelerated filer o | Smaller reporting company x |
Part I. FINANCIAL INFORMATION
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3 |
Item 1. Financial Statements
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3 |
Balance Sheet as of March 31, 2012 and December 31, 2011
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3
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Statements of Operations for the Three Months Ended March 31, 2012 and 2011
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4
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Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011
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5
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Notes to Interim Statements
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6
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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10
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Item 4. Controls and Procedures
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12
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Part II. Other Information
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12
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Item 1. Legal Proceedings
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12
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Item 2. Recent Sales of Unregistered Securities
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12
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Item 3. Defaults Upon Senior Securities
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12
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Item 4. Submission of Matter to a Vote of Security Holders
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12
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Item 6. Exhibits
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12
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Signatures
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13
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March 31, 2012
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December 31, 2011
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|||||||
(unaudited)
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||||||||
ASSETS | ||||||||
Current Assets
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||||||||
Cash and cash equivalents
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$ | 37,896 | $ | 15,000 | ||||
Accounts receivable
|
647 | - | ||||||
Inventory
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9,632 | - | ||||||
Prepaid expenses
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5,020 | - | ||||||
Total current assets
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53,195 | 15,000 | ||||||
Other Assets
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||||||||
Goodwill
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86,985 | - | ||||||
Total assets
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$ | 140,180 | $ | 15,000 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)
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||||||||
Current Liabilities
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||||||||
Advance from shareholder
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$ | 37,938 | $ | 20,000 | ||||
Accounts payable
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43,192 | 17,097 | ||||||
Total liabilities
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81,130 | 37,097 | ||||||
Commitments and Contingencies
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- | - | ||||||
Stockholders' Equity/ (Deficit)
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||||||||
Preferred stock: 25,000,000 shares authorized ($0.001 par value)
none issued and outstanding
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- | - | ||||||
Class A Common stock, $.001 par value, 200,000,000 shares authorized
and 70,000,000 and 50,000,000 shares issued and outstanding at
March 31, 2012 and December 31, 2011, respectively
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70,000 | 50,000 | ||||||
Class B Common stock, $.001 par value, 675,000,000 shares authorized
67,475,000 and 15,000,000 shares issued and outstanding at
March 31, 2012 and December 31, 2011, respectively
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67,475 | 15,000 | ||||||
Additional paid in capital
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3,146,749 | 470,027 | ||||||
Accumulated deficit
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(3,225,174 | ) | (557,124 | ) | ||||
Total stockholders' equity / (deficit)
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59,050 | (22,097 | ) | |||||
Total liabilities and stockholders' equity / (deficit)
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$ | 140,180 | $ | 15,000 |
For the Three Months Ended
|
||||||||
March 31,
2012 |
March 31,
2011 |
|||||||
(unaudited)
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(unaudited)
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|||||||
Revenue
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||||||||
Net sales
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$ | 4,472 | $ | - | ||||
Cost of goods sold
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3,619 | - | ||||||
Gross margin
|
853 | - | ||||||
Expenses
|
||||||||
Officer compensation
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$ | 2,569,697 | $ | - | ||||
Sales and marketing
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910 | - | ||||||
Professional fees
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86,571 | - | ||||||
Other general and adminstrative
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11,725 | - | ||||||
Total operating expenses
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2,668,903 | - | ||||||
Loss from operations
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(2,668,050 | ) | - | |||||
Net loss
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$ | (2,668,050 | ) | $ | - | |||
Net loss per share - basic and diluted
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$ | (0.04 | ) | $ | - | |||
Weighted average shares outstanding
|
70,190,278 | 15,000,000 |
For the Three Months Ended
|
||||||||
March 31,
2012 |
March 31,
2011 |
|||||||
(unaudited)
|
(unaudited)
|
|||||||
Cash Flows from Operating Activities
|
||||||||
Net loss
|
$ | (2,668,050 | ) | $ | - | |||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Stock based compensation
|
2,569,697 | |||||||
(Increase) in accounts receivable
|
(647 | ) | - | |||||
(Increase) in prepaid expenses
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(5,020 | ) | ||||||
Increase in accounts payable
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22,952 | - | ||||||
Decrease in inventories
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3,619 | - | ||||||
Net cash used in operating activities
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(77,449 | ) | - | |||||
Cash Flows from Investing Activities
|
||||||||
Cash received in subsidiary acquisition
|
$ | 2,907 | $ | |||||
Cash Flows from Financing Activities
|
||||||||
Proceeds from shareholder advances
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17,938 | - | ||||||
Proceeds from issuances of common stock
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79,500 | - | ||||||
Net cash provided by financing activities
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$ | 97,438 | $ | - | ||||
Net increase in cash and cash equivalents
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22,896 | - | ||||||
Cash and cash equivalents at beginning of the period
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$ | 15,000 | $ | 7,650 | ||||
Cash and cash equivalents at end of the period
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$ | 37,896 | $ | 7,650 |
For the
Three Months Ended
March 31, 2011 |
||||
Net Sales
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$ | 2,819 | ||
Cost of goods sold
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2,147 | |||
Gross Margin
|
672 | |||
Operating Expenses:
|
||||
Sales and marketing
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3,226 | |||
Other general and administrative
|
984 | |||
Total operating expenses
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4,210 | |||
Loss from operations / Net loss
|
$ | (3,538 | ) |
31.1
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Section 302 Certification of Principal Executive Officer
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31.2
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Section 302 Certification of Principal Accounting Officer
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32.1
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Section 906 Certification of Principal Executive Officer
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32.2
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Section 906 Certification of Principal Accounting Officer
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101.INS
|
XBRL Instance Document
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101.SCH
|
XBRL Schema Document
|
101.CAL
|
XBRL Calculation Linkbase Document
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101.DEF
|
XBRL Definition Linkbase Document
|
101.LAB
|
XBRL Label Linkbase Document
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101.PRE
|
XBRL Presentation Linkbase Document
|
VERSANT INTERNATIONAL, INC. | |||
Date: May 15, 2012
|
By:
|
/s/ Glen W. Carnes | |
Glen W. Carnes, Chairman and | |||
Principal Executive Officer | |||
VERSANT INTERNATIONAL, INC. | |||
|
By:
|
/s/ Stanley L. Teeple | |
Stanley L. Teeple, Interim Principal | |||
Accounting Officer and Director | |||
Note 4 - Stock Issuances
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Stockholders' Equity Note Disclosure [Text Block] |
Note
4 – Stock Issuances
On
March 12, 2012 we issued 10,000,000 shares of Class B common
stock valued at $100,000 in exchange for 100% of the
40,000,000 outstanding ownership units of Mamma’s Best,
LLC. For additional detail related to this stock
issuance see Note 5 – Business Acquisition.
On
March 27, 2012 we issued an aggregate of 20,000,000 shares of
Class A common stock and 40,000,000 shares of Class B common
stock to Glen W. Carnes (Chairman and Chief Executive
Officer) and Michael D. Young (President and Chief Operating
Officer) with each receiving 10,000,000 shares of Class A
common stock and 20,000,000 shares of Class B common stock
for related party compensation of $2,569,697.
During
March 2012 we issued an aggregate of 2,475,000 shares of
Class B common stock for total cash consideration of
$79,500.
|
Note 3 - Inventory
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Inventory Disclosure [Text Block] |
Note
3 – Inventory
Our
inventory is stated at the lower of cost or market using the
FIFO method. We have entered into third party
production agreements on an as need basis, correspondingly,
there are no purchase commitments related to
inventory. As of March 31, 2012 and December 31,
2011 we had finished goods inventory valued at $9,632 and
$13,251 (pre-acquisition inventory held by our wholly-owned
subsidiary Mamma’s Best LLC),
respectively. Periodic reviews for obsolescence
are performed and applicable reserves are
recognized. We have not recognized any reserves
for obsolete inventory through the period covered by this
report.
|
Consolidated Balance Sheets (USD $)
|
Mar. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
ASSETS | ||
Cash and cash equivalents | $ 37,896 | $ 15,000 |
Accounts receivable | 647 | |
Inventory | 9,632 | |
Prepaid expenses | 5,020 | |
Total current assets | 53,195 | 15,000 |
Goodwill | 86,985 | |
Total assets | 140,180 | 15,000 |
Current Liabilities | ||
Advance from shareholder | 37,938 | 20,000 |
Accounts payable | 43,192 | 17,097 |
Total liabilities | 81,130 | 37,097 |
Commitments and Contingencies | ||
Preferred stock: 25,000,000 shares authorized ($0.001 par value) none issued and outstanding | ||
Common Class A [Member]
|
||
Current Liabilities | ||
Common Stock | 70,000 | 50,000 |
Common Class B [Member]
|
||
Current Liabilities | ||
Common Stock | 67,475 | 15,000 |
Additional paid in capital | 3,146,749 | 470,027 |
Accumulated deficit | (3,225,174) | (557,124) |
Total stockholders' equity / (deficit) | 59,050 | (22,097) |
Total liabilities and stockholders' equity / (deficit) | $ 140,180 | $ 15,000 |
Note 1 - Organization
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] |
Note
1 – Organization
Versant
International, Inc. (Company) was organized under the laws of
the State of Nevada in May 2010. The Company was
organized as a vehicle to investigate and, if such
investigation warrants, acquire a companies or businesses
seeking the perceived advantages of being a publicly held
corporation. One of our principal business objectives for the
next 12 months and beyond will be to achieve long-term growth
potential through acquisitions or combinations with other
businesses.
Through
our recently acquired, wholly-owned subsidiary, Mamma’s
Best, LLC we produce and sell food products. Our
products are available at well-known organic and natural food
retail outlets primarily in the Los Angeles and Orange County
locales. To date, our food products consist of a
total of four barbeque sauces and marinades.
Prior
to the acquisition of Mamma’s Best we were considered
to be in the development stage as defined by United States
generally accepted accounting principles.
|
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Note 2 - Summary of Significant Accounting Policies
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Significant Accounting Policies [Text Block] |
Note
2 – Summary of Significant Accounting Policies
Use
of Estimates
Management
makes estimates and assumptions that affect the reported
amount of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses
during the reporting periods. Actual results could
vary from these estimates.
Principles
of Consolidation
Our
consolidated financial statements consist of our legal
parent, Versant International, Inc. and our wholly-owned
subsidiary, Mamma’s Best, LLC. All
inter-company balances and transactions have been eliminated
upon consolidation.
Cash
and Cash Equivalents
We
maintain our cash at federally insured financial
institutions. Cash equivalents with maturity dates
less than 90 days from the date of origination are considered
to be cash equivalents for all financial reporting
purposes. We currently have no cash
equivalents.
Fair
Value
Cash
and other current assets and liabilities are carried at cost
which approximates their fair value in accordance with the
fair value hierarchy as established by US GAAP.
Receivables
Accounts
receivable consist of amounts due from our
distributors. Accounts receivable are current in
nature and we have not experienced any material collection
issues. Our reserve for bad debt is based on factors
including current sales amounts, historical charge-offs and
specific accounts identified as high risk. Uncollectible
accounts receivable are charged against the allowance for
doubtful accounts when reasonable efforts to collect the
amounts due have been exhausted.
Inventories
Inventories
are stated at the lower of cost or market using the first-in
first-out (“FIFO”) method. Inventory
is produced, bottled, and packed for shipment by a third
party manufacturer. We are not required to and
have not entered into any firm purchase commitments with our
manufacturer and we order inventory on a
“just-in-time” basis.
Revenue
Recognition
We
recognize revenues upon delivery of goods to a
customer. This is generally the point at which
title and risk of loss is transferred, and when payment has
either been received or collection is reasonably
assured. Revenues are recorded net of applicable
incentives and promotions and include all shipping and
handling costs passed to customers.
We
recognize an allowance for sales returns based upon estimated
and known returns. Product returns are recorded as
a reduction of net revenues and as a reduction of the
accounts receivable balance. When all revenues are
collected within the same period, resulting in no outstanding
receivables at the balance sheet date, the allowance is
reclassified to current liabilities. Since
inception, we have had an immaterial amount of our products
returned.
Cost
of Goods Sold
Our
cost of goods sold includes all production and handling costs
to produce our products. We have not incurred material
shipping and handling costs to date.
Selling,
General, and Administrative Expenses
Marketing – We promote our
products with trade promotions and other product
demonstrations. These programs include in-store display
incentives and volume-based incentives. We expense
advertising costs either in the period the advertising first
takes place or as incurred. Consumer incentive and trade
promotion activities are recorded as a reduction to
revenues. All marketing costs are recorded as an
expense in the year incurred.
Goodwill
We
test goodwill for impairment at least annually. We assess
goodwill impairment risk by first performing a qualitative
review of entity-specific, industry, market and general
economic factors. If significant potential goodwill
impairment risk exists, we apply a two-step quantitative
test. The first step compares the estimated fair value with
its carrying value. If the carrying value exceeds its fair
value, the second step is applied to measure the difference
between the carrying value and implied fair value of
goodwill. If the carrying value of goodwill exceeds its
implied fair value, the goodwill is considered impaired and
reduced to its implied fair value.
Recent
Accounting Pronouncements
There
are no recently issued accounting pronouncements that the
Company expects to have a material impact on the financial
position, results of operations, or cash flows.
|
Consolidated Balance Sheets (Parentheticals) (USD $)
|
Mar. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 25,000,000 | 25,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member]
|
||
Par Value (in Dollars per share) | $ 0.001 | $ 0.001 |
Shares authorized | 200,000,000 | 200,000,000 |
Shares issued | 70,000,000 | 50,000,000 |
Shares outstanding | 70,000,000 | 50,000,000 |
Common Class B [Member]
|
||
Par Value (in Dollars per share) | $ 0.001 | $ 0.001 |
Shares authorized | 675,000,000 | 675,000,000 |
Shares issued | 67,475,000 | 15,000,000 |
Shares outstanding | 67,475,000 | 15,000,000 |
Document And Entity Information (USD $)
|
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2012
|
May 10, 2012
|
Dec. 31, 2011
|
|
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Versant International, Inc. | ||
Document Type | 10-Q | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 138,580,000 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001497120 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Mar. 31, 2012 | ||
Document Fiscal Year Focus | 2012 | ||
Document Fiscal Period Focus | Q1 |
Consolidated Statements of Operations (USD $)
|
3 Months Ended | |
---|---|---|
Mar. 31, 2012
|
Mar. 31, 2011
|
|
Revenue | ||
Net sales | $ 4,472 | |
Cost of goods sold | 3,619 | |
Gross margin | 853 | |
Expenses | ||
Officer compensation | 2,569,697 | |
Sales and marketing | 910 | |
Professional fees | 86,571 | |
Other general and adminstrative | 11,725 | |
Total operating expenses | 2,668,903 | |
Loss from operations | (2,668,050) | |
Net loss | $ (2,668,050) | |
Net loss per share - basic and diluted (in Dollars per share) | $ (0.04) | |
Weighted average shares outstanding (in Shares) | 70,190,278 | 15,000,000 |
Note 7 - Concentrations
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Concentration Risk Disclosure [Text Block] |
Note
7 – Concentrations
Customers
During
the quarter ended March 31, 2012 two customers accounted for
88% and 12% of revenue, respectively.
Vendor
Our
product line is produced, bottled, and packaged by one
vendor. The Company has alternatives for these services, and
no firm purchase commitments have been entered into with this
vendor.
|
Note 6 - Related Party Transactions
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Related Party Transactions Disclosure [Text Block] |
Note
6 – Related Party Transactions
During
the three months ended March 31, 2012 our officers and
directors advanced us a net of $17,938 in order to pay legal
and other general and administrative expenses. The
transactions occurred in the normal course of business and
will be repaid as funding permits. As of March 31,
2012 and December 31, 2011 we owed our officers and directors
a total of $37,938 and $20,000, respectively.
See
Note 4 for a discussion of the stock based compensation
issued to our officers.
|
Note 8 - Operating Lease
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Leases of Lessee Disclosure [Text Block] |
Note
8 – Operating Lease
During
March 2012 we entered into an operating lease for our
corporate office. The lease commences on April 2,
2012 and expires on March 31, 2013. The lease
calls for monthly payments of $1,391.
|
Note 9 - Subsequent Events
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Subsequent Events [Text Block] |
Note
9 – Subsequent Events
In
April 2012 we issued an aggregate of 555,000 shares of Class
B common stock for total cash consideration of
$30,500. We also issued 550,000 shares of Class B
common stock in exchange for services valued at
$53,500.
|
Consolidated Statements of Cash Flows (USD $)
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Cash Flows from Operating Activities | |
Net loss | $ (2,668,050) |
Adjustments to reconcile net income to net cash provided by operating activities: | |
Stock based compensation | 2,569,697 |
(Increase) in accounts receivable | (647) |
(Increase) in prepaid expenses | (5,020) |
Increase in accounts payable | 22,952 |
Decrease in inventories | 3,619 |
Net cash used in operating activities | (77,449) |
Cash Flows from Investing Activities | |
Cash received in subsidiary acquisition | 2,907 |
Cash Flows from Financing Activities | |
Proceeds from shareholder advances | 17,938 |
Proceeds from issuances of common stock | 79,500 |
Net cash provided by financing activities | 97,438 |
Net increase in cash and cash equivalents | 22,896 |
Cash and cash equivalents at beginning of the period | 15,000 |
Cash and cash equivalents at end of the period | $ 37,896 |
Note 5 - Business Acquisition
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2012
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mergers, Acquisitions and Dispositions Disclosures [Text Block] |
Note
5 – Business Acquisition
On
March 12, 2012 we acquired 100% of the 40,000,000 outstanding
ownership units of Mamma’s Best, LLC in exchange for
10,000,000 shares of Class B common stock. We
accounted for the transaction as a business combination by
applying the acquisition method in which the fair value of
the consideration given, $100,000, was allocated to the
identifiable assets acquired of $16,158; the liabilities
assumed of $3,143; and the goodwill acquired of
$86,985. Subsequent to the completion of the
acquisition, Mamma’s Best LLC became a wholly-owned
operating subsidiary of Versant International, Inc.
Since
the fair value of the consideration given exceeded the fair
value of the identifiable assets acquired and liabilities
assumed, we recognized goodwill in accordance with ASC
805-30-30-1. Correspondingly, we performed a
preliminary impairment analysis of the goodwill acquired in
accordance with the applicable US GAAP and our corresponding
accounting policies. Based on the results of Step
1 of our impairment test we determined the fair value of the
acquired reporting unit (Mamma’s Best) inclusive of
goodwill exceeds its carrying amount, thus no impairment was
recognized.
Subsequent
to the issuance of the Class B common stock related to the
acquisition of Mamma’s Best, our officers and
affiliates maintained the controlling interest in our
consolidated Company.
Prior
to the acquisition of Mamma’s Best, LLC we were
considered and exploration stage shell company as defined by
US GAAP and the applicable Securities and Exchange Commission
Rules and Regulations, therefore, we are providing the
following unaudited pro forma statement of operations for the
three months ended March 31, 2011 for informational
purposes.
MAMMA’S
BEST, LLC – PRO FORMA STATEMENT OF OPERATIONS
(Unaudited)
For
additional information related to the acquisition, including
the prior two years of audited financial statements for
Mamma’s Best, LLC and pro-forma financial statements as
of and for the year ended December 31, 2011, see our Current
Reports on Form 8-K and 8-K/A as filed on March 16, 2012 and
April 26, 2012, respectively.
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