10-Q 1 tcof_10q.htm QUARTERLY REPORT 10Q

U.S. 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 October 31, 2014


[  ]  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. 333-190727


TOMICHI CREEK OUTFITTERS

(Exact name of small business issuer as specified in its charter)


Nevada

46-3052781

(State or other jurisdiction of incorporation

(I.R.S. Employer Identification No.)

Or organization)

 


68798 Highway 50, Sargents, Colorado 81248

(Address of Principal Executive Offices)


(719) 429-4042

(Issuer’s telephone number)


(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__


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


[ ]  Large accelerated filer

[ ]  Accelerated filer


[ ]  Non-accelerated filer

[X]  Smaller reporting company


APPLICABLE ONLY TO CORPORATE ISSUERS:


State the number of shares outstanding of each of the issuer’s classes of common equity, as of December 11, 2014:   13,000,000 shares of common stock.


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes __  No X


Transitional Small Business Disclosure Format (Check One) Yes ___ No X







PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements


Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Item 4.  Control and Procedures


PART II - OTHER INFORMATION


Item 1.  Legal Proceedings


Item 1A.  Risk Factors.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds


Item 3.  Defaults Upon Senior Securities


Item 4.  Mine Safety Disclosures


Item 5.  Other Information


Item 6.  Exhibits and Reports on Form 8-K


SIGNATURE





















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ITEM 1.  FINANCIAL STATEMENTS



TOMICHI CREEK OUTFITTERS

 Financial Statements


 

Page

Financial Statements:

 

   Condensed Balance Sheets, October 31, 2014 (unaudited)  and July 31, 2014 (audited)

5

   Condensed Statements of Operations (unaudited), for the three month period ended October 31, 2014 and 2013

6

   Condensed Statements of Cash Flows (unaudited), for the three months period ended October 31, 2014 and 2013

7

   Notes to Financial Statements (unaudited)

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Tomichi Creek Outfitters

CONDENSED BALANCE SHEETS




 

October 31, 2014

 

July 31, 2014

 

 

 

(Audited)

ASSETS

 

 

 

 

Current Assets

 

 

 

 

 

Cash

$

8,282

 

$

23,063

 

Total Current Assets

$

8,282

 

$

23,063

TOTAL ASSETS

$

8,282

 

$

23,063

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

Accounts Payable & Accrued Expenses

$

6,700

 

$

19,250

 

 

Due to Related Party

$

2,600

 

$

2,600

 

 

Total Current Liabilities

$

9,300

 

$

21,850

 

TOTAL LIABILITIES

$

9,300

 

$

21,850

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

Common Stock, $0.001 Par Value

 

 

 

 

 

 

 

Authorized Common Stock

 

 

 

 

 

 

 

200,000,000 shares at $0.001

 

 

 

 

 

 

 

Issued and Outstanding

 

 

 

 

 

 

 

13,000,000 Common Shares at October 31, 2014 & July 31, 2014

$

13,000

 

$

13,000

 

 

Additional Paid In Capital

$

27,000

 

$

27,000

 

Deficit Accumulated During the Development Stage

$

(41,018)

 

$

(38,787)

 

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)

$

(1,018)

 

$

1,213

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

$

8,282

 

$

23,063

















The auditors’ report and accompanying notes are an integral part of these financial statements



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Tomichi Creek Outfitters

CONDENSED STATEMENTS OF OPERATIONS

Unaudited




 

Three Months Ended

October 31,

 

2014

 

 2013

 

 

 

 

REVENUE

$

-

 

$

-

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

General & Admin

 

481

 

 

1,008

 

 

Professional Fees

 

1,750

 

 

1,750

 

Total Expenses

 

2,231

 

 

2,758

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

-

 

 

-

 

NET LOSS

$

(2,231)

 

$

(2,758)

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE

 

(0.00)

 

 

(0.00)

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

 

13,000,000

 

 

10,000,000























The auditors’ report and accompanying notes are an integral part of these financial statements.



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Tomichi Creek Outfitters

CONDENSED STATEMENTS OF CASH FLOWS

Unaudited




 

3-months ended October 31, 2014

 

3-months ended October 31, 2013

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

Net loss

$

(2,231)

 

$

(2,758)

 

Adjustments to reconcile Net Income to net cash

provided by operations:

 

 

 

 

 

 

 

Increase (decrease)in AP & Accrued Expenses

 

(12,550)

 

 

(1,386)

 

Net cash provided by Operating Activities

 

(14,781)

 

 

(4,144)

 

 

 

 

 

 

 

Net increase/decrease in Cash for period

 

(14,781)

 

 

(4,144)

 

Cash at beginning of period

 

23,063

 

 

4,621

 

Cash at end of period

$

8,282

 

$

477

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information and noncash

Financing Activities:

 

 

 

 

 

 

Cash Paid For:

 

 

 

 

 

 

 

Interest

$

-

 

$

-

 

 

Taxes

$

-

 

$

-

























The auditors’ report and accompanying notes are an integral part of these financial statements.



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Tomichi Creek Outfitters

Notes to the Unaudited Condensed Interim Financial Statements

October 31, 2014



NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION


Tomichi Creek Outfitters was formed in the state of Nevada on June 25, 2013 and its year-end is July 31.  We are a development stage company with a plan of operation to provide clients with a once in a lifetime experience to harvest a big game animal or to enjoy a guided scenic tour on the western slopes of the Rocky Mountains.  Our operations are located in Sargents, Colorado, which is approximately four hours southwest from Denver.  We are nestled just west of the continental divide surrounded by 12,000 to 14,000 foot mountain peaks.  This territory is remote yet accessible and rich with diverse wildlife which is adjacent to the 1.86 million acre Rio Grande National Forest.  Tomichi Creek Outfitters has access to over 500,000 acres of private land which is located adjacent to approximately 42 square miles of public land.


NOTE 2 - GOING CONCERN


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period ended October 31, 2014, the Company had no operations. As of October 31, 2014 the Company had not emerged from the development stage. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted 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 July 31, 2014 audited financial statements in Form 10-K.  


The accompanying unaudited condensed 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.



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In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading.  The results of operations for such interim periods are not necessarily indicative of operations for a full year.


Advertising

Advertising costs are expensed as incurred.  As of October 31, 2014 and July 31, 2014, no advertising costs have been incurred.


Property

The Company does not own or rent any property.  The office space is provided by the CEO at no charge.


Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.


Net Loss per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period.  Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.  Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.


Recent Accounting Pronouncements

The Company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.


NOTE 4 - RELATED  PARTY TRANSACTIONS


At October 31, 2014 and July 31, 2014, the President has loaned the Company $2,600 and $2,600, respectively.  The loans are payable on demand and carry no interest.


NOTE 5 - CAPITAL STOCK


The Company is authorized to issue an aggregate of 200,000,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.  At both October 31, 2014 and July 31, 2014, 13,000,000 common shares are issued and outstanding.


On June 27, 2013, the Company issued 8,000,000 Founder’s shares at $0.001 per share (par value) for total cash of $8,000.


On June 27, 2013, the Company issued 2,000,000 shares for services provided since inception.  These shares were issued at par value ($0.001 per share) for services valued at $2,000.



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During the quarter ended July 31, 2014, the Company issued 3,000,000 common shares to multiple shareholders for cash at $0.01 per share for total cash of $30,000.


As of October 31, 2014, there are no warrants or options outstanding to acquire any additional shares of common stock of the Company.


NOTE 6 - SUBSEQUENT EVENTS


Management has evaluated subsequent events through December 11, 2014, the date the financial statements were available to be issued. Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure.






































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Item 2. Management’s Discussion and Analysis of Financial Conditions and


Results of Operations


Note Regarding Forward Looking Statements.

 

This quarterly report on Form 10-Q of Tomichi Creek Outfitters for the period ended October 31, 2014 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby.  To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

 

The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the costs and effects of legal proceedings.

 

You should not rely on forward-looking statements in this quarterly report. This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by Tomichi Creek Outfitters, Financial information provided in this Form 10-Q, for periods subsequent to October 31, 2014, is preliminary and remains subject to audit.  As such, this information is not final or complete, and remains subject to change, possibly materially.


Plan of Operation


We are a development stage company with a plan of operation to provide clients with an opportunity to harvest a trophy size elk or deer or to enjoy a guided scenic tour on the western slopes of the Rocky Mountains.  Our operations are located in Sargents, Colorado which is approximately four hours southwest from Denver.  We are located just west of the continental divide surrounded by 12,000 to 14,000 foot mountain peaks.  This territory is remote yet accessible with diverse wildlife which is adjacent to the 1.86 million acre Rio Grande National Forest.  






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We plan to complete our milestones as of our offering closing date of July 3, 2014:


0- 3 MONTHS


We have budgeted $1,000 in the Website Development line item in the “Use of Proceeds” section to place an initial deposit with a web designer.   We have not yet identified a web designer for further developing our website.  We expect to complete our due diligence and place a deposit with a web designer to enhance our efforts to date.  The Company has budgeted $2,000 as a deposit for Sales and Marketing material including brochures and flyers that we plan to initiate during this timeframe.  We have budgeted $1,800 in Licensing Fees line item in the “Use of Proceeds” section for the Security Bond, liability insurance and the Commercial Recreation Permit fee.  The cost for the Company to keep in compliance is budgeted in the Accounting line item for $1,500.  Our overall goal for this timeframe is to finalize our corporate planned structure for the next twelve months.  During this timeframe we specifically want to direct efforts to upgrading the content of our website and tie in our planned marketing efforts.


4-6 MONTHS


The Company plans to finalize the web site development and implementation at an additional cost of $500.  This amount is allocated for in the Website Development line item in the “Use of Proceeds” section.  The Company also plans to finalize the marketing and promotional material and we have budgeted $2,000 in the Sales and Marketing line item for this cost.  During this timeframe we plan to have our due diligence complete for the outdoor shows and expositions we plan to attend during the next nine months.  We plan to place deposits for booth space to attend the shows and we have budgeted $1,500 in the Convention and Exposition Fees line item in the “Use of Proceeds” section.  During this period we expect to incur $1,500 in accounting and audit fees to remain in compliance with governmental and regulatory agencies.  In addition, we have budgeted $750 in the Legal and Professional line item for any legal issues we may incur.  Our overall goal for this timeframe is to initiate our overall marketing strategy as each component we plan to have finalized including our website, marketing material, and the conventions and expositions we plan to attend.  


7-9 MONTHS


We have budgeted $1,500 in the Convention and Exposition Fees line item in the “Use of Proceeds” section as we plan to start attending the outdoor shows previously booked.  An amount of $1,500 is budgeted in the Sales and Marketing line item in the “Use of Proceeds” section for additional marketing efforts which may include search engines or direct marketing efforts.  During this period we expect to incur $1,500 in accounting and audit fees to remain in compliance with governmental and regulatory agencies.   During this quarter we plan to start generating revenue from our services.







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10-12 MONTHS


By the fourth quarter of operations, we hope to have generated sufficient revenues to sustain operations.  During this timeframe, we plan to analyze our past nine months of operations including our web sites lead/revenue generating effectiveness.  This review of our operations to date will allow the Company to make the necessary adjustments and changes to further the growth of the Company.  In addition, this review will provide valuable information for finalizing our two-year overall business plan with emphasis on expanding our services.  The Company has budgeted $2,060 in the Sales and Marketing line item for continuing our marketing and promoting efforts.  During this period we expect to incur $3,500 in accounting and audit fees to remain in compliance with governmental and regulatory agencies. In addition, we have budgeted $750 in the Legal and Professional line item for any legal expense we may incur.


Results of Operations


The three months period ended October 31, 2014 and 2013


The Company did not have any operating revenue for quarter ended October 31, 2014 and 2013. The Company incurred operating expenses of $2,231 and $2,758 for quarter ended October 31, 2014 and 2013, respectively. Expenses for the periods presented were comprised of costs mainly associated with legal, accounting and office, primarily for the continued regulatory reporting requirements.


Liquidity and Capital Resources


The Company has financed its expenses and costs thus far through an equity investment by one of its shareholders.  Tomichi Creek Outfitters’ received a Notice of Effectiveness on its filing Form S-1 from the Securities and Exchange Commission on February 3, 2014 to offer on a best-efforts basis 3,000,000 shares of its common stock at a fixed price of $0.01 per share.


Tomichi Creek Outfitters closed its offering on July 3, 2014 and raised $30,000 by placing 3,000,000 common shares through its offering.   


Management has been successful in raising $30,000 in funds from its offering and which is budgeted to sustain operations for a twelve-month period.  If we begin to generate profits, we will increase our marketing and sales activity accordingly.  


The Company as a whole may continue to operate at a loss for an indeterminate period thereafter, depending upon the performance of its business. In the process of carrying out its business plan, the Company will continue to identify new financial partners and investors.  However, it may determine that it cannot raise sufficient capital in the future to support its business on acceptable terms, or at all.  Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to the Company or at all. The company is authorized to issue 75,000,000 shares of common stock.




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We have no known demands or commitments and are not aware of any events or uncertainties as of December 11, 2014 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.


Critical Accounting Policies


We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions.  On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our financial statements.  


While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.


For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2014 Annual Report on Form 10-K.


Item 3. Quantitative and Qualitative Disclosures About Market Risk


As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.


Item 4. Controls and Procedures


Evaluation of disclosure controls and procedures: The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15 (f) and 15d-15(f)) as of December 11, 2014, have concluded that as of such date the Company’s disclosure controls and procedures are ineffective.  Material weaknesses noted are lack of an audit committee, lack of a majority of outside directors on the board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and management is dominated by a single individual, without adequate compensating controls.


Changes in internal control over financial reporting: There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the nine months ended December 11, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



 

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PART II - OTHER INFORMATION


Item 1. Legal Proceedings


None


Item 1A. Risk Factors.


The Company is a smaller reporting company and is not required to provide this information.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.


None.


Item 3. Defaults Upon Senior Securities.


None.


Item 4. Mine Safety Disclosures.


Not Applicable.


Item 5. Other Information.


None.


Item 6.  Exhibits and Reports on Form 8-K



(a)  Exhibits


      31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002


      31.2 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002


      101 Interactive Data files pursuant to Regulation S-T



(b)  Reports on Form 8-K


       None.










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SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



TOMICHI CREEK OUTFITTERS



Date: December 15, 2014


/s/ Jeremy Gindro

Jeremy Gindro

President, Chief Executive Officer,

Secretary, Chief Financial Officer,

Treasurer, Director






























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