(Mark
one)
|
||
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
|
Nevada
|
98-0377768
|
|
(State
or Other Jurisdiction
of
Incorporation or
Organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
TITLE
OF CLASS
|
NUMBER
OF SHARES
OUTSTANDING
|
|
Common
Stock, $0.001 par value.
|
44,089,995
|
Consolidated
Financial Statements of Amish Naturals, Inc. and
Subsidiary:
|
|
Consolidated
Balance Sheet, June 30, 2007
|
F-1
|
Consolidated
Statements of Operations For the Three-Month and Nine-Month Periods
Ended
June 30, 2007, For the Three-Month Period Ended June 30, 2006,
For the
Period from January 1, 2006 (Commencement of Operations) to June
30, 2006,
and For the Period from January 1, 2006 (Commencement of Operations)
to
June 30, 2007
|
F-2
|
Consolidated
Statements of Cash Flows For the Three-Month and Nine-Month Periods
Ended
June 30, 2007, For the Three-Month Period Ended June 30, 2006,
For the
Period from January 1, 2006 (Commencement of Operations) to June
30, 2006,
and For the Period from January 1, 2006 (Commencement of Operations)
to
June 30, 2007
|
F-3
|
F-5
|
ASSETS
|
||||
Current
assets:
|
||||
Cash
|
$
|
299,456
|
||
Accounts
receivable
|
20,282
|
|||
Inventory
|
502,412
|
|||
Total
current assets
|
822,150
|
|||
Property
and equipment, net of accumulated depreciation of $73,702
|
2,358,515
|
|||
Deposits
|
8,478
|
|||
Total
assets
|
$
|
3,189,143
|
||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
||||
Current
liabilities:
|
||||
Accounts
payable - trade
|
$
|
279,719
|
||
Accrued
expenses
|
230,936
|
|||
Advances
payable –
related
party
|
60,526
|
|||
Note
payable
|
300,000
|
|||
Total
current liabilities
|
871,181
|
|||
Commitments
and contingencies
|
||||
Shareholders'
equity:
|
||||
Series
A convertible preferred, $0.001 par value, 20,000,000 shares authorized,
none issued
|
-
|
|||
Common
stock, $0.001 par value, 100,000,000 shares authorized, 44,089,995
shares
issued and outstanding
|
44,090
|
|||
Additional
paid-in capital
|
5,501,290
|
|||
Deficit
accumulated during the development stage
|
(3,227,418
|
)
|
||
Total
shareholders' deficit
|
2,317,962
|
|||
Total
liabilities and shareholders' deficit
|
$
|
3,189,143
|
For
the
|
For
the
|
|||||||||||||||
Period
From
|
Period
From
|
|||||||||||||||
For
the
|
For
the
|
For
the
|
January
1, 2006
|
January
1, 2006
|
||||||||||||
Three-Month
|
Three-Month
|
Nine-Month
|
(Commencement of
|
(Commencement of
|
||||||||||||
Period Ended
|
Period Ended
|
Period Ended
|
Operations)
to
|
Operations)
to
|
||||||||||||
June 30, 2007
|
June 30, 2006
|
June 30, 2007
|
June
30, 2006
|
June
30, 2007
|
||||||||||||
Gross
sales
|
$
|
33,012
|
-
|
$
|
33,012
|
-
|
$
|
33,012
|
||||||||
Less:
returns and allowance
|
(4,316
|
)
|
-
|
(4,316
|
)
|
-
|
(4,316
|
)
|
||||||||
Less:
commissions
|
(1,490
|
)
|
-
|
(1,490
|
)
|
-
|
(1,490
|
)
|
||||||||
Net
sales
|
27,206
|
-
|
27,206
|
-
|
27,206
|
|||||||||||
Cost
of sales
|
(16,533
|
)
|
-
|
(16,533
|
)
|
-
|
(16,533
|
)
|
||||||||
Gross
profit
|
10,673
|
-
|
10,673
|
-
|
10,673
|
|||||||||||
Operating
expenses:
|
||||||||||||||||
Marketing
|
207,000
|
$
|
3,892
|
462,301
|
$
|
3,892
|
637,515
|
|||||||||
General
and administrative
|
548,169
|
12,327
|
1,223,675
|
17,766
|
1,316,378
|
|||||||||||
Product
development
|
130,849
|
65,500
|
259,861
|
65,500
|
344,484
|
|||||||||||
Professional
fees
|
277,674
|
-
|
458,978
|
-
|
481,195
|
|||||||||||
Stock-based
charges
|
206,397
|
-
|
433,216
|
-
|
433,216
|
|||||||||||
Total
operating expenses
|
1,370,089
|
81,719
|
2,838,031
|
87,158
|
3,212,788
|
|||||||||||
Operating
loss
|
(1,359,416
|
)
|
(81,719
|
)
|
(2,827,358
|
)
|
(87,158
|
)
|
(3,202,115
|
)
|
||||||
Other
income (expense):
|
||||||||||||||||
Interest
income
|
4,447
|
1,136
|
13,796
|
1,136
|
17,346
|
|||||||||||
Interest
expense
|
(7,674
|
)
|
-
|
(12,813
|
)
|
-
|
(42,648
|
)
|
||||||||
Total
other income (expense)
|
(3,227
|
)
|
1,136
|
983
|
1,136
|
(25,302
|
)
|
|||||||||
Net
loss
|
$
|
(1,362,643
|
)
|
$
|
(80,583
|
)
|
$
|
(2,826,375
|
)
|
$
|
(86,022
|
)
|
$
|
(3,227,417
|
)
|
|
Net
loss per common share –
basic and
diluted
|
$
|
(0.03
|
)
|
$
|
(0.01
|
)
|
$
|
(0.07
|
)
|
$
|
(0.01
|
)
|
$
|
(0.10
|
)
|
|
Weighted
average number of shares outstanding –
basic and
diluted
|
43,622,153
|
10,416,667
|
41,966,834
|
10,416,667
|
33,483,417
|
For
the
|
For
the
|
|||||||||
Period
From
|
Period
From
|
|||||||||
For
the
|
January
1, 2006
|
January
1, 2006
|
||||||||
Nine-Month
|
(Commencement of
|
(Commencement of
|
||||||||
Period Ended
|
Operations)
to
|
Operations)
to
|
||||||||
June 30, 2007
|
June
30, 2006
|
June
30, 2007
|
||||||||
Cash
flows used in operating activities:
|
||||||||||
Net
loss
|
$
|
(2,826,375
|
)
|
$
|
(86,022
|
)
|
$
|
(3,227,417
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||
Depreciation
|
73,702
|
-
|
73,702
|
|||||||
Stock-based
charges
|
433,216
|
-
|
433,216
|
|||||||
Advances
payable - related party
|
-
|
-
|
60,526
|
|||||||
Accrued
interest cancelled in exchange for shares
|
29,835
|
-
|
29,835
|
|||||||
Changes
in operating assets and liabilities:
|
-
|
|||||||||
Increase
(decrease) in:
|
-
|
|||||||||
Accounts
receivable
|
(20,282
|
)
|
-
|
(20,282
|
)
|
|||||
Inventory
|
(502,412
|
)
|
-
|
(502,412
|
)
|
|||||
Accounts
payable - trade
|
179,139
|
-
|
279,719
|
|||||||
Accrued
payroll taxes
|
(9,101
|
)
|
-
|
|||||||
Accrued
interest
|
201,101
|
-
|
230,936
|
|||||||
Net
cash used in operating activities
|
(2,441,177
|
)
|
(86,022
|
)
|
(2,642,177
|
)
|
||||
Cash
flows used in investing activities:
|
||||||||||
Purchase
of equipment
|
(1,118,565
|
)
|
(781,406
|
)
|
(2,432,217
|
)
|
||||
Deposits
|
(8,358
|
)
|
-
|
(8,478
|
)
|
|||||
Net
cash used in investing activities
|
(1,126,923
|
)
|
(781,406
|
)
|
(2,440,695
|
)
|
||||
Cash
flows provided by financing activities:
|
||||||||||
Proceeds
from issuance of common stock
|
4,029,196
|
-
|
4,029,196
|
|||||||
Proceeds
from issuance of notes payable
|
-
|
1,052,888
|
1,699,930
|
|||||||
Redemption
of common shares
|
(249,782
|
)
|
-
|
(249,782
|
)
|
|||||
Proceeds
from exercise of warrants
|
1,301,814
|
-
|
1,301,814
|
|||||||
Repayment
of notes payable
|
(1,399,930
|
)
|
-
|
(1,399,930
|
)
|
|||||
Net
cash provided by financing activities
|
3,681,298
|
1,052,888
|
5,381,228
|
|||||||
Net
increase in cash
|
113,198
|
185,460
|
298,356
|
|||||||
Cash
- beginning of period
|
186,258
|
-
|
-
|
|||||||
Cash
- end of period
|
$
|
299,456
|
$
|
185,460
|
$
|
298,356
|
For
the
|
For
the
|
|||||||||
Period
From
|
Period
From
|
|||||||||
For
the
|
January
1, 2006
|
January
1, 2006
|
||||||||
Nine-Month
|
(Commencement of
|
(Commencement of
|
||||||||
Period Ended
|
Operations) to
|
Operations) to
|
||||||||
June 30, 2007
|
June
30, 2006
|
June
30, 2007
|
||||||||
Interest
paid
|
-
|
-
|
-
|
|||||||
Income
taxes paid
|
-
|
-
|
-
|
Finished
goods
|
$
|
170,726
|
||
Raw
materials
|
112,130
|
|||
Total
inventory
|
$
|
282,856
|
Buildings
and improvements
|
$
|
340,727
|
||
Office
equipment
|
65,472
|
|||
Equipment,
including deposits of $439,689
|
2,026,018
|
|||
Total
property and equipment
|
2,432,217
|
|||
Less:
accumulated depreciation
|
(73,702
|
)
|
||
Total
property and equipment
|
$
|
2,358,515
|
2008
|
$
|
79,790
|
||
2009
|
16,200
|
|||
2010
|
16,200
|
|||
2011
|
10,950
|
|||
Total
minimum lease payments
|
$
|
123,140
|
For
the
|
|||
Period
From
|
|||
For
the
|
January
1, 2006,
|
||
Nine-Month
|
(Commencement of
|
||
Period Ended
|
Operations)
to
|
||
June 30, 2007
|
June
30, 2007
|
||
Risk-free
interest rate
|
4.23% to 4.35%
|
4.23%%
to 4.35%
|
|
Expected
volatility of common stock
|
68%
to 98%
|
68%
to 98%
|
|
Dividend
yield
|
$0.00
|
$0.00
|
|
Expected
life of options
|
5
years
|
5
years
|
|
Weighted
average fair market value of options granted
|
$0.65
|
$0.65
|
Marketing
plan
|
$
|
53,500
|
||
Rent
|
5,150
|
|||
Equipment
|
1,360
|
|||
Travel
expenses
|
516
|
|||
Total
|
$
|
60,526
|
Exhibit Number
|
Description
|
|
2.1
|
Agreement
and Plan of Merger by and among FII International, Inc., Amish Pasta
Company, Inc., and APC Acquisition Corp., dated October 27, 2006
(incorporated by reference to Exhibit 2.1 of the Registrant’s Current
Report on Form 8-K, filed October 31, 2006)
|
|
3.1
|
Corporate
Charter (incorporated by reference to Exhibit 3.1 to FII’s Registration
Statement on Form SB-2, filed on August 15, 2002)
|
|
3.2
|
Articles
of Incorporation (incorporated by reference to FII’s Registration
Statement on Form SB-2, filed August 15, 2002)
|
|
3.3
|
Certificate
of Amendment to Articles of Incorporation as filed with the Secretary
of
State of the State of Nevada on October 30, 2006 (incorporated by
reference to Exhibit 3.3 of the Registrant’s Current Report on Form 8-K,
filed October 31, 2006)
|
|
3.4
|
Certificate
of Change in number of authorized shares as filed with the Secretary
of
State of the State of Nevada on October 30, 2006 (incorporated by
reference to Exhibit 3.4 of the Registrant’s Current Report on Form 8-K,
filed October 31, 2006)
|
|
3.5
|
Articles
of Merger as filed with the Secretary of State of the State of Nevada
on
October 30, 2006 (incorporated by reference to Exhibit 3.5 of the
Registrant’s Current Report on Form 8-K, filed October 31,
2006)
|
|
3.6
|
Bylaws
of the Registrant (incorporated by reference to Exhibit 3.6 of the
Registrant’s Current Report on Form 8-K, filed October 31,
2006)
|
|
4.1
|
Form
of Common Stock Certificate (incorporated by reference to Exhibit
4.1 of
the Registrant’s Registration Statement on Form SB-2, filed April 30,
2007)
|
|
4.2
|
Form
of Warrant granted in October 2006 (incorporated by reference to
Exhibit
4.2 of the Registrant’s Registration Statement on Form SB-2, filed April
30, 2007)
|
|
10.1
|
Lease
and Purchase Option Agreement between David C. Skinner, Sr., and
Ronald
Sparkman and Amish Pasta Company, dated October 27, 2006 (incorporated
by
reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K,
filed October 31, 2006)
|
|
10.2
|
Assignment
of Lease and Purchase Agreement between David C. Skinner, Sr., and
Ronald
Sparkman and Amish Pasta Company, dated October 27, 2006 (incorporated
by
reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K,
filed October 31, 2006)
|
|
10.3
|
Employment
Agreement with David C. Skinner, Sr., dated as of October 27, 2006
(incorporated by reference to Exhibit 10.3 of the Registrant’s Current
Report on Form 8-K, filed October 31, 2006)
|
|
10.4
|
Employment
Agreement with Donald G. Alarie, dated as of October 27, 2006
(incorporated by reference to Exhibit 10.4 of the Registrant’s Current
Report on Form 8-K, filed October 31, 2006)
|
|
10.5
|
Consulting
Agreement with Dale Paisley, dated as of October 27, 2006 (incorporated
by
reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K,
filed October 31, 2006)
|
|
10.5a
|
Consulting
Agreement with Dale Paisley, dated as of January 1, 2007 (incorporated
by
reference to Exhibit 10.5a of the Registrant’s Registration Statement on
Form SB-2, filed April 30, 2007)
|
|
10.6
|
2006
Incentive Plan (incorporated by reference to Exhibit 10.6 of the
Registrant’s Current Report on Form 8-K, filed October 31,
2006)
|
|
10.7
|
Form
of Nonqualified Stock Option Award Agreement under the 2006 Incentive
Plan
(incorporated by reference to Exhibit 10.7 of the Registrant’s Current
Report on Form 8-K, filed October 31, 2006)
|
|
10.8
|
Agreement
with Natural Specialty Sales, LLC (incorporated by reference to Exhibit
10.8 of the Registrant’s Quarterly Report on Form 10-QSB for the period
ended December 31, 2006, as filed on February 16, 2007) [Confidential
treatment was requested for section 9 of such Agreement, when
filed]
|
|
10.9
|
Asset
Purchase Agreement, dated April 2, 2007, by and among Amish Co-op,
Inc.,
Ronald Sparkman, Kimberly A. Skinner, and Amish Natural Sub, Inc.
(incorporated by reference to Exhibit 10.9 of the Registrant’s
Registration Statement on Form SB-2, filed April 30,
2007)
|
10.9a
|
Addendum
to Asset Purchase Agreement, dated April 2, 2007, by and among Amish
Co-op, Inc., Ronald Sparkman, Kimberly A. Skinner, Amish Natural
Sub,
Inc., and in respect of Section 1 thereof, the registrant (incorporated
by
reference to Exhibit 10.9a of the Registrant’s Registration Statement on
Form SB-2, filed April 30, 2007)
|
|
10.10
|
Employment
Agreement with Troy Treangen, dated December 11, 2006 (incorporated
by
reference to Exhibit 10.10 of the Registrant’s Amended Registration
Statement on Form SB-2/A, filed June 6, 2007)
|
|
16.1
|
Letter
of Former Accountant (incorporated by reference to Exhibit 16.1 of
the
Registrant’s Current Report on Form 8-K, filed May 29,
2007)
|
|
31.1*
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
31.2*
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
32.1*
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002.
|
|
Amish
Naturals, Inc.
|
||
(Registrant)
|
||
August
14, 2007
|
/s/
David
C. Skinner, Sr.
|
|
David
C. Skinner, Sr.
|
||
President,
Chief Executive Officer, and Director
|