Item 1. BUSINESS
When used in this Form 10-K, the words “expects,” “anticipates,” “estimates” and similar expressions are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties, including those set forth below under “Risks and Uncertainties,” that could cause actual results to differ materially from those projected. These forward-looking statements speak only as of the date hereof. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. This discussion should be read together with the financial statements and other financial information included in this Form 10-K.
Background
On May 20, 2003, Pacific Land and Coffee Corporation, formerly known as Back Channel Investments, Inc., a publicly reporting Delaware corporation formed in April 1994 solely to seek for and make an acquisition, entered into an acquisition agreement whereby it acquired all of the common stock of Pacific Land and Coffee Corporation, a Hawaii corporation formed on February 14, 2003. There were two officers, directors and shareholders of the Hawaii Corporation. The acquisition was effected as a tax free share exchange, with the two shareholders of Pacific Land and Coffee Corporation (Hawaii) receiving 7,000,000 new shares of common stock and the existing shareholders of the Delaware parent retaining all of their 3,000,000 shares (after giving effect to a 3-for-1 forward stock split) of common stock, which were originally issued in April 1994 for total consideration of $1,015 ($.0003 per share). The stockholders of Pacific Land and Coffee Corporation (Hawaii) believed that the acquisition would enable their company to benefit from being part of a reporting company, that the combined entity would likely be able to become publicly trading, and that it would be better able to attract debt or equity financing for its business. No promoter or any other person was paid or compensated in connection with the acquisition. Jehu Hand, the founder and former President of Back Channel is currently Pacific Land’s counsel. There was no particular value assigned to the shares of either company since neither had any appreciable assets or history of operations. The Delaware Corporation subsequently changed its name from Back Channel Investments, Inc. to Pacific Land and Coffee Corporation. Unless we state otherwise, all references to Pacific Land and Coffee refer to the combined entity.
On November 6, 2006, Alfred Coscina, a director, officer and shareholder, contributed 100% of his interest in Coscina Brothers Coffee, LLC to the Company. Mr. Coscina did not receive any item of value in return for the capital contribution. Coscina Brothers Coffee, LLC was the Company’s principal supplier and is in the same principal business as the Company. The results of operations of the Company include the operations of Coscina Brothers Coffee LLC from November 6, 2006.
On December 18, 2007, we acquired 70.3% of the outstanding common stock of Integrated Coffee Technologies, Inc., a Delaware corporation herein as (“Integrated Coffee Technologies”). The acquisition was effected pursuant to an Agreement and Plan of Reorganization dated December 18, 2007. In connection with the acquisition, the Registrant issued 7,644,149 newly authorized shares of common stock, and reserved 4,355,850 additional shares for the acquisition of the remaining Integrated Coffee Technologies shares. Since December 18, 2007 through March 31, 2010, an additional 1,153,333 shares were issued to exchanging Integrated Coffee Technologies shareholders, bringing our ownership of Integrated Coffee Technologies up to 77.85%. The operations of Integrated Coffee Technologies have been suspended due to lack of capital to develop this business and we have written off the technology associated with this business.
The executive offices of the Company are located at 1818 Kahai St., Honolulu, Hawaii 96819. Its telephone number is (808) 847-3120.
Our Operations
Pacific Land and Coffee Corporation's products can be divided into these categories:
°
Branded Coffee;
°
Wholesale Green Coffee;
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Coffee dyed wearing apparel; Compact commercial espresso machines. Hot and cold coffee beverages, dried vanilla beans for coffee flavoring extracts, and other coffee products.
We strive to conduct wholesale coffee operations in accordance with strict freshness and quality standards. Our primary business focus is roasting, blending, packaging and distributing coffee for sale under private labels for companies throughout the world. We also sell unprocessed green coffee to specialty gourmet roasters, and to distribute the espresso machines and other coffee related products to cafes and specialty retail stores.
Industry Overview
Almost 79% of adult-aged Americans drink some type of coffee according to the Specialty Coffee Association of America. The United States coffee market consists of three distinct product categories:
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commercial ground roast, mass-merchandised coffee; and
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specialty coffees, which include gourmet coffees (premium grade arabica coffees sold in whole bean and ground form) and premium coffees (upscale coffees mass-marketed by the leading coffee companies).
°
instant or freeze dried coffee.
Specialty coffee, or what is sometimes called gourmet coffee, is coffee roasted using mainly high quality Arabica beans. The Arabica bean is widely considered in the industry to be superior to its counterpart, the Robusta bean, which is used mainly in non-specialty coffee. High quality Arabica beans usually grow at high elevations, absorb little moisture and mature slowly. These factors result in beans with a mild aroma and a bright, pleasing flavor that is suitable for specialty coffee.
Based on estimates supplied by the Specialty Coffee Association of America, sales of brewed, whole bean and ground specialty coffee totaled approximately $12.7 billion in 2006 as compared to 10.9 billion in 2002 and $7.5 billion in 1999. Aiding this growth has been the increase in the number of specialty coffee retail outlets, which grew from 1,650 units in 1991 to over 23,900 in 2006, as reported by the Specialty Coffee Association of America.
We believe that several factors have contributed to the increase in demand for gourmet and specialty coffee including:
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greater consumer awareness of gourmet and specialty coffee as a result of its increasing availability;
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increased quality differentiation over commercial grade coffees by consumers;
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increasing demand for all premium food products, including gourmet and specialty coffee, where the differential in price from the commercial brands is small compared to the perceived improvement in product quality and taste;
°
the overall low price of Arabica coffee beans, which has allowed consumers to afford higher end specialty 100% Arabica coffees; and
°
ease of preparation of gourmet and specialty coffees resulting from the increased
use of automatic drip coffee makers and home espresso machines.
Although the overall coffee industry is mature, the specialty green coffee market represents the fastest growing segment of the coffee industry, as the number of gourmet coffee houses have been increasing in all areas of the United States. According to the Specialty Coffee Association of America, the number of gourmet coffee houses has grown from 1,650 in 1991 to approximately 13,500 in 2001 and is projected to increase to 18,000 by 2015.
Products
Our products can be divided into four categories:
°
Branded Coffee;
°
°
Wholesale Green Coffee; and
°
Coffee machines, coffee apparel and other related beverages and products.
Branded Coffee. We roast, grind and blend coffee according to our own recipes and package the coffee at a roaster which is leased. The lease ends in 2011. We market coffee under the Coscina Brothers label. We plan to develop additional brands directed at different segments of the consumer coffee market. We plan to launch a brand under the name Kona Wave Hawaii Coffee and Coffee Works when we have sufficient funding.
Wholesale Green Coffee. The number of specialty coffee outlets, such as Starbucks, Deidrichs and Seattle’s Best have been increasing in the United States. Although we do not plan to sell to these large chains, the growth in specialty coffee sales has created a marketplace for higher quality and differentiated products which can be priced at a premium. As a roaster/dealer of green coffee located in Hawaii, we believe we will be favorably positioned for our specialty coffee sales of Hawaiian green coffee.
Green gourmet coffee beans are sold as markets for Hawaiian green coffee are growing rapidly, direct from warehouses to the small roasters and gourmet coffee shop operators which then roast the beans themselves.
Raw Materials
Coffee is a commodity traded on the Commodities and Futures Exchange. Coffee prices are subject to fluctuation. Over the past five years, the average price per pound of coffee beans ranged from approximately 1.40 to $3.96. The price for Columbian Mild Arabica coffee beans on the New York Exchange as of June 30,2010 was $1.60 per pound.
We intend to purchase our green coffee primarily from Hawaiian growers, but we may also purchase from dealers located within other parts of the United States or other parts of the world.
The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control. Supply and price can be affected by many factors such as weather, politics and economics in the coffee exporting countries. Increases in the cost of coffee beans can, to a certain extent, be passed on to our customers in the form of higher prices for coffee beans and processed coffee. However, there can be no assurance that we will be successful in passing coffee price increases to customers without losses in sales volume or margin. Drastic or prolonged increases in coffee prices could also adversely impact our business as it could lead to a decline in overall consumption of coffee.
Similarly, rapid decreases in the cost of coffee beans could force us to lower our sales prices before realizing cost reductions in our purchases. In addition, a worldwide supply shortage of gourmet coffee beans could have an adverse impact on us.
Gourmet green coffee, unlike most coffee, does not trade directly to commodities markets. Instead, it tends to trade on a negotiated basis at a substantial premium over commodity coffee pricing, depending on the origin, supply and demand at the time of purchase.
From time to time, we might engage in the purchase and sale of coffee futures and option contracts to guard against the effects of fluctuations in the price of green coffee beans and to supplement our supply of coffee, if necessary. Management has no experience in the coffee futures business.
Trademarks
We hold a license to the common law trademark Coscina Brothers Coffee. We believe that this brand is recognizable in the marketplace and that brand recognition will be important to the success of our branded coffee business.
Marketing
We market our private label and wholesale coffee through trade shows, industry publications, face to face contact and through the use of non-exclusive independent food and beverage sales brokers.
For our private label and brand coffees, we will, from time to time in conjunction with retailers and with wholesalers, conduct in-store promotions, such as product demonstrations, coupons, price reductions and two-for-one pricing.
We believe that our unique and specialized product mix will enable us to profitably grow and endure potential commodity price volatility inherent in the coffee futures market. We seek to achieve conservative growth by enhancing and developing long-term relationships with our customers by expanding our product lines to satisfy changing consumer tastes and preferences. We hope to capitalize on our commitment to quality and service and our personal contact with our customers. We do not intend to compete on price alone nor do we intend to grow sales at the expense of profitability. We will continue to evaluate opportunities for growth consistent with our business strategy.
Because we have only recently commenced operations and have limited sources of operating capital, we believe that unless we obtain substantial funding as set forth under “Plan of Operations” it will take a significant amount of time, at least several years, before we can meet our growth goals.
In the event we lose our current customers and do not obtain any other customers, we will cease business operations. We have not formulated any contingency plans to take effect in the event our business operations cease.
Competition
The coffee market is highly competitive. We will compete with other suppliers and distributors of green coffee beans and roasted coffees. Our products will compete directly against specialty coffees sold at retail through supermarkets and a growing number of specialty coffee stores. We believe, however, that we compete primarily across product lines and that competition in regions in which we do not currently have significant market presence does not differ significantly from competition in those markets in which we currently do business.
Brand Competition. Our proprietary brand coffees compete and will compete with many other branded coffees which are sold in supermarkets and specialty stores, primarily in the United States. The branded coffee is dominated by three large companies: Kraft General Foods, Inc., Proctor & Gamble Co. and Sara Lee, who also market gourmet coffee in addition to non-gourmet coffee. Our large competitors have greater access to capital than us and have a greater ability to conduct marketing and promotions.
Private Label Competition. There are approximately four major producers of coffee for private label sale in the United States. Many other companies produce coffee for sale on a regional basis. The principal competitors are E. Gavina & Sons, Kroger and the coffee division of Sara Lee. Both Kroger and Sara Lee are larger and have more financing and resources than we do and therefore are able to devote more resources to product development and marketing. However, because Kroger owns the stores in which it sells coffee and therefore competes directly with potential purchasers of its private label coffee, many customers will not purchase private label coffee from Kroger. Competition for the specialty types of coffees we will sell is at the same cost level as our larger competitors. Our ability to provide the special handling and meet the order size of customers that buy this product can be better served, in our opinion, by a company which in our opinion is more highly focused.
We believe that we can compete by providing a high level of quality and customer service. This service includes ensuring that the coffee produced for each label maintains a consistent taste and delivering the coffee on time in the proper quantities. We also intend to provide our private label customers with information on the coffee market on a regular basis. Private label coffee also competes with all of the branded coffee on the market. Sara Lee also produces branded coffees which compete directly with their private label products.
Wholesale Green Coffee Competition. There are many green coffee dealers throughout the United States. Many of these dealers have greater financial resources than us. However, we believe that our location in Hawaii will assist in locating good supply of Hawaiian beans. Because we are also a roaster and packaging facility as well as a seller of green coffee, we can provide our roasting facility as a value added service to our gourmet roaster customers. Because the gourmet green coffee beans are sold unroasted to small coffee shops and roasters that market their products to local gourmet customers, we do not believe that our gourmet green coffee customers compete with our private label or branded coffee lines of business. We believe it helps to have this type of business to increase the awareness level and maintain prices.
Government Regulation
Our coffee roasting operations will be subject to various governmental laws, regulations, and licenses relating to customs, health and safety, building and land use, and environmental protection. Our roasting facility is subject to state and local air-quality and emissions regulation. If we encounter difficulties in obtaining any necessary licenses or complying with these laws and regulations, then our product offerings could be limited.
We believe that we will be in compliance in all material respects with all such laws and regulations and that we have obtained all material licenses and permits that are required for the operation of our business. We are not aware of any environmental regulations that have or that we believe will have a material adverse effect on our operations.
Employees
We have no employees other than our officers. Upon receipt of funding we plan to hire two persons in marketing and one in administration. All of our employees are full time.
Item 1A.
Item 1A. RISK FACTORS.
The securities of Pacific Land and Coffee are highly speculative and very risky. Before you buy consider the following risk factors and the rest of this report.
We are still in the development stage and may never be successful.
Pacific Land and Coffee's activities have been limited. We have only a limited quantity of customers to date. Although our sales have grown, our cumulative losses since inception to March 31, 2010 are $1,567,742. There can be no assurance that Pacific Land and Coffee will be able to market its coffee and coffee related products, achieve a significant level of sales or attain profitability, although Pacific Land and Coffee can continue to exist indefinitely at its current level of sales if its officers continue to fund its operating deficit. If we do not increase our level of sales our common stock will not attain any value in any market that might develop, and investors will not be able to realize any value from their ownership of shares.
We need funding to implement our business plan.
Pacific Land and Coffee is in need of approximately $500,000 in funding to carry out its business plan for the next 12 months for marketing costs and general and administrative expenses. We have not identified any source for this required funding. If we do not receive funding we will not be able to market effectively to obtain new customers. If we do not obtain new customers, our sales will not increase. If our sales do not increase, our common stock will not attain any value in any market that might develop, and investors will not be able to realize any value from their ownership of shares.
The first $100,000 in funding will be used primarily for salaries.
If we receive less than all of the $500,000 in funding we require, most of the first $100,000 we receive will be used for salaries of sales associates or sales representatives, but not for management. The remainder of the first $100,000 will be used for other marketing expenses. As a result, we will be expending these amounts and not purchasing inventory which can be resold.
Pacific Land and Coffee has no long term or firm contracts with customers.
We have only a limited number of customers, to whom we ship as purchase orders are received. Customers are under no contractual obligation to purchase our products. We do not have a firm contract with any other customer. Because of our lack of history of operations and limited sales, lack of sales in a short period of time would cause us to suspend operations.
If our customers decided to no longer purchase from us, or significantly reduced the quantity or frequency of orders, we would have no sales. In that event, if we are unable to obtain one or more new customers, we will not have any sales. If we do not have any sales we cannot continue operations.
We have added a website but have not significantly benefitted from the internet for marketing.
We have established a website for informational and sales purposes. To date, it has not generated any significant sales. We believe that individual consumers as a whole are more interested in price at this time and specialty coffees appeal to only a limited market.
We presently lack full time management, which might result in a conflict of interest.
Until such time as we obtain $500,000 in funding, management is not devoting full time to Pacific Land and Coffee’s business. As a result, management is conducting only limited marketing of our products, and we only have a few customers. For so long as management is not full time, we cannot anticipate any significant increases in sales. In addition, because management is not receiving any salary, they are devoting most of their time to other business activities. Consequently, management may have a conflict of interest between their duties to Pacific Land and Coffee and their other business activities.
Fluctuating Coffee Prices Can Cause Losses
The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control. We intend to use short-term coffee futures and options contracts primarily for the purpose of partially hedging and minimizing the effects of changing green coffee prices once we have sufficient sales to justify the transaction costs of futures trading. In the meantime we will be exposed to potential losses in the event of unforeseen price increases in green coffee prices. The use of these derivative financial instruments can enable us to attempt to mitigate the effect of changing prices although it generally remains exposed to loss when prices decline significantly in a short period of time and remain at higher levels, preventing us from obtaining inventory at favorable prices. We expect to be able to pass green coffee price increases through to customers, thereby maintaining our gross profits. However, we cannot predict whether we will be able to pass inventory price increases through to our customers.
Item 1B.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2.
Item 2.
DESCRIPTION OF PROPERTY
We rent 3,800 square feet of office space under a lease expiring in October 2014.
Item 3.
Item 3.
LEGALPROCEEDINGS
Pacific Land and Coffee is not a party to any pending legal proceeding.
Item 4.
Item 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended March 31, 2010.
PART II
Item 5.
Item 5.
MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCK­HOLDER MATTERS
Our common stock commenced trading in the quarter ended June 30, 2005 under the symbol PLCF.OB on the OTC Bulletin Board. The symbol was changed to PLFF.OB in September 2007 in connection with a one-for-three reverse stock split effective September 25, 2007. In the three years ended March 31, 2010 the high and low trading prices were as follows:
Quarter Ended
High
Low
June 30, 2007
.90
.90
September 30, 2007 .90
.60
December 31, 2007 1.90
.60
March 31, 2008
1.82
1.01
June 30, 2008
1.75 1.55
September 30, 2008 1.55
1.55
December 31, 2008 1.55
1.55
March 31, 2009
1.55 .57
June 30, 2009
2.00 .57
September 30, 2009 2.00 2.00
December 31, 2009 2.00
2.00
March 31, 2010
2.00 2.00
These prices do not include retail mark up and mark down and may not represent actual transactions.
As of March 31, 2010, there were approximately 300 record holders of common stock.
Item 6.
Item 6. SELECTED FINANCIAL DATA
The Registrant is not required to supply this information because it is a smaller reporting company.
Item 7.
Item 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
We did not receive revenues from operations until the quarter ended September 30, 2003. Our initial product offered is a special roasted blend to one customer in Japan, commencing in September, 2003, and the brokerage of two green bean orders in the quarter ended December 31, 2003. With respect to coffee brokerage orders, we do not take ownership of the green beans, but only receive a commission on the sale. This contrasts with the sales of roasted blend, in which we purchase the materials and resell to the purchaser.
Management’s experience in the coffee industry is that as typical for coffee brokerage and small specialty coffee sales, we do not have long term sales contracts. We do not have any written contracts for the sale of our product. We produce and ship as purchase orders are received. We must wait for future purchase orders to make sales in the future. Because coffee prices are variable and demand can also be variable, we believe that selling under long term contracts would not be practicable in our industry. Our invoices are due net 30 days, but we primarily receive payment immediately on shipment. The sales in the year ended March 31, 2010 were $408,436, compared to $317,841 for the year ended March 31, 2009, due to increased unit sales as the Company held the line on price increases in order to build sales. Our general and administrative expenses decreased over 2009 levels primarily related reduced occupancy costs and increased attention to managing overhead expenses.
Our plan of operation for fiscal 2010-11 was to find a third party to acquire the public shell for the purpose of generating additional investment capital. As disclosed in the Subsequent Events notes in the Notes to the Financial Statements, such an investor was located and prior to June 30, 2010, a deal was consummated which includes the contribution of real estate which significantly increases the net assets and equity of the company. Additionally, the coffee company and research subsidiaries were sold to former Directors, which helped the company in eliminating a material amount of liabilities.
Information included in this report includes forward looking statements, which can be identified by the use of forward-looking terminology such as may, will, expect, anticipate, believe, estimate, or continue, or the negative thereof or other variations thereon or comparable terminology. The statements in "Risk Factors" and other statements and disclaimers in this report constitute cautionary statements identifying important factors, including risks and uncertainties, relating to the forward-looking statements that could cause actual results to differ materially from those reflected in the forward-looking statements.
Since we have not yet generated significant and consistent revenues, we are a development stage company as that term is defined Accounting Standards Codification Topic 915. Our activities to date have been limited to seeking capital; seeking supply contracts and development of a business plan. Our auditors have included an explanatory paragraph in their report on our financial statements, relating to the uncertainty of our business as a going concern, due to our lack of operating history or current revenues, its nature as a start up business, management's limited experience and limited funds. We do not believe that conventional financing, such as bank loans, is available to us due to these factors. Management believes that it will be able to raise the required funds for operations from one or more future offerings, in order to effect our business plan. No terms have been discussed, and we cannot predict the price or terms of any offering nor the amount of dilution existing shareholders may experience as a result of such offering.
Forward looking information
Due to the significant change in operations subsequent to our year end, forward looking information related to our current operations would not be useful. As the re-organization and revamping of operations of the public company appear to be favorable, the recent changes do not have adequate historical documentation to formulate a definitive plan of action beyond stating that the company’s intention is to acquire additional investment capital and purchase numerous other properties for improvement, restoration and development.
Item 7.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Pacific Land and Coffee Corporation [a development stage company]:
We have audited the accompanying consolidated balance sheet of Pacific Land and Coffee Corporation [a development stage company] as of March 31, 2010 and 2009, and the related statements of operations, stockholders' deficit, and cash flows for the years ended March 31, 2010 and 2009 and for the period from inception [February 14, 2003] through March 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we exress no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pacific Land and Coffee Corporation [a development stage company] as of March 31, 2010 and 2009, and the results of its operations and cash flows for the years ended March 31, 2010 and 2009 and for the period from inception [February 14, 2003] to March 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Pacific Land and Coffee Corporation will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited operating capital with limited revenue from operations. Realization of a major portion of the assets is dependent upon the Company’s ability to meet its future financing requirements, and the success of future operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.
/s/ Mantyla McReynolds, LLC
Mantyla McReynolds, LLC
Salt Lake City, Utah
July 22, 2010
Pacific Land and Coffee Corporation
(A Development Stage Company)
Notes to Consolidated Financial Statements
March 31, 2010
Note 1
Organization and Summary of Significant Accounting Policies
(a)
Organization
Pacific Land and Coffee Corporation (the Company) is a Delaware corporation. The Company was organized for the purpose of the research and development of tropical plantation plants, to own and sell real and personal property and to sell products. Currently, the Company is selling coffee and/or coffee related products.
On May 20, 2003, the Company combined with Back Channel Investments, Inc., in a reverse merger pursuant to an Agreement and Plan of Reorganization. Back Channel acquired all the outstanding shares of common stock of the Company in exchange for 7,000,000 shares of Back Channel’s common stock. The surviving entity is Pacific Land and Coffee Corporation. Upon completion of the agreement, the combined Company essentially re-capitalized to have 10,000,000 shares outstanding. No change in net book value or goodwill was recognized. Subsequently, in August, 2007, these shares were reduced to 3,333,332 shares through a reverse stock split. The pre-merger financial statements of Pacific Land and Coffee are now the historical financial statements of the Company.
On November 6, 2006, Alfred Coscina, a director, officer and shareholder, contributed 100% of his interest in Coscina Brothers Coffee Company, LLC, to the Pacific Land and Coffee Corporation. Mr. Coscina did not receive any item of value in return for the capital contribution.
On December 18, 2007, the Company completed the acquisition of 70.3% of the outstanding shares of Integrated Coffee Technologies, Inc. common stock. Integrated Coffee Technologies, Inc. was organized under the laws of the State of Delaware on June 16,1995 for the purpose of researching and developing processes related to the coffee plant industry. The aggregate purchase price of $76,441 consisted of an aggregate of 7,644,150 shares of the Company’s common stock valued at $76,441 or $.001 per share. The Company has reserved 4,355,850 additional shares for the acquisition of the remaining Integrated Coffee Technologies shares. The Company expects that the majority, if not all, of the remaining Integrated Coffee Technologies shareholders will elect to exchange at the same exchange ratio of 3 Company shares for each 5 shares of Integrated Coffee Technologies. Through March 31, 2010, 1,922,015 shares of Integrated Coffee Technologies shares have been converted into 1,153,333 shares of Company stock. 3,141,647 shares of Integrated Coffee Technologies shares are owned by five investment partnerships that will be converted to Company shares at a conversion rate of 3 shares of Company Stock for every 5 shares of Integrated Coffee Technologies stock. Conversion of those shares will be recorded as of June 1, 2010.
Subsequent to the acquisition, Integrated Coffee Technologies sold 445,000 shares of Integrated Coffee Technologies, Inc stock for cash of $445,000. at a $1 per share. These Integrated Coffee Technologies shareholders may also in the future have the opportunity to exchange their shares for Company shares.
The financial statements have been presented to reflect activity from the 77.85% owned subsidiary, Integrated Coffee Technologies, Inc. from the date of transfer, December 18, 2007 through March 31, 2010 consolidated with operations of the Company for the year ended March 31, 2010.
The Company is considered a development stage company as defined in Accounting Standards Codification (“ASC”) Topic 915. 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.
(b)
Principles of Consolidation
The consolidated financial statements include the accounts of Pacific Land & Coffee, Inc. and its wholly-owned subsidiary Coscina Brothers Coffee Company and its majority-owned subsidiary Integrated Coffee Technologies, Inc. All intercompany accounts and transactions have been eliminated in consolidation.
(c)
Income Taxes
The Company applies the provisions of ASC Topic 740, Income Taxes. The provision requires an asset and liability approach for financial accounting and reporting for income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. Due to a loss from inception, the Company has no tax liability.
(d)
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles 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.
(e)
Basic Loss Per Common Share
Basic loss per common share has been calculated based on the weighted average number of shares outstanding. Basic loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share is computed using weighted average number of common shares plus dilutive common shares equivalents outstanding during the period using the treasury stock method. Because the Company incurred losses for the years ended March 31, 2010 and 2009, the effect of any equivalent shares for each year would be excluded from the loss per share computation since the impact would be antidilutive. There were 900,000 common stock equivalents outstanding as of March 31, 2010.
(f)
Revenue Recognition / Accounts Receivable
Revenue on coffee and accessory sales is recognized as products are delivered to the customer or retailer. That is, the arrangements of the sale are documented, the product is delivered to the customer or retailer, the pricing becomes final, and collectibility is reasonably assured. The Company may also recognize revenue from brokered coffee sales. This revenue is recognized when the transaction is completed based on the contract terms. Brokered coffee sales are recorded as the net commission recognizable to the Company.
The Company records accounts receivable for sales which have been delivered but for which money has not been collected. The balance uncollected as of March 31, 2010 was $22,626. At March 31, 2010, the Company had an allowance for uncollectible accounts of $3,248. The allowance for doubtful accounts, which is based upon management’s evaluation of numerous factors, including a predictive analysis of the outcome of the current portfolio and prior credit loss experience, is deemed adequate to cover reasonably expected losses inherent in the outstanding receivables. The Company charges off uncollectible accounts when management estimates no possibility of collecting the related receivable. For customer purchases paid in advance, the Company records a liability until products are shipped. There was no outstanding unearned revenue from product sales as of March 31, 2010 and 2009.
(g)
Property and Equipment
Property and equipment are stated at cost. Depreciation is provided using the straight-line method over the useful lives (5-7 years) of the related assets. Expenditures for maintenance and repairs are charged to expenses as incurred.
(h)
Impairment of Long-lived Assets
Long-lived tangible assets, including property, plant and equipment, and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset or asset groups may not be recoverable. The Company evaluates, regularly, whether events and circumstances have occurred that indicate possible impairment and relies on a number of factors, including operating results, business plans, economic projections, and anticipated future cash flows. The Company uses an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether the assets are recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value. See Note 4 for information regarding the asset impairment recorded as a result of specific events and changes in circumstances
. (i) Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.
(j) Line of Credit
The Company has a credit line with a commercial bank of $25,000 bearing a variable interest rate, which was 8.125% as of the balance sheet date, and has no stated maturity date. As of March 31, 2010, there was a balance due on the line in the amount of $24,690.
(k) Basis of Presentation
Certain amounts for 2009 have been revised to conform to the 2010 presentation pursuant to the Company adoption of FASB Accounting Standards Codification (ASC) 810 which requires noncontrolling interests to be classified as a separate component of net income and stockholders’ equity. The adopted ASC 810 guidance is effective for the Company’s fiscal year beginning April 1, 2009.
(l) Recently Issued Accounting Standards
SFAS 166 Accounting for Transfers of Financial Assets - an amendment of SFAS 140 (June 2009)
SFAS 166, which has been codified into ASC Topic 860, is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets: the effects of a transfer on its financial position, financial performance , and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of FAS 166 to have an impact on the Company’s results of operations, financial condition or cash flows.
SFAS 167 Amendments to FASB Interpretation No. 46(R) (June 2009)
SFAS 167, which has been codified into ASC Topic 810, is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, as a result of the elimination of the qualifying special-purpose entity concept in SFAS 166, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of SFAS 167 to have an impact on the Company’s results of operations, financial condition or cash flows.
SFAS 168 The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (June 2009)
FAS 168, which has been codified into ASC Topic 105, will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.The Company does not expect the adoption of SFAS 168 to have an impact on the Company’s results of operations, financial condition or cash flows.
Accounting Standards Update No. 1010-06: Editorial and maintenance update 2010-06
In January 2010, the FASB issued authoritative guidance requiring new disclosures and clarifying some existing disclosure requirements about fair value measurement. Under the new guidance, a reporting entity should (a) disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers, and (b) present separately information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements using significant unobservable inputs. This guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The new guidance requires only enhanced disclosures and the Company does not expect this guidance to have a material impact on its consolidated financial statements.
Note 2
Going Concern
The Company has limited operating capital with limited revenue from operations. Realization of a major portion of the assets is dependent upon the Company’s ability to meet its future financing requirements, and the success of future operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.
See Note 14 (Subsequent Events) whereby the Company negotiated an agreement with an outside investor to invest into the Company and immediately spun off both Integrated Coffee Technology, Inc and Coscina Brothers Coffee Company operations. Future operating revenues will be obtained through real estate development and investment activities.
Note 3
Property and Equipment
Property and equipment is carried at cost and summarized as follows:
Accumulated
Cost
Depreciation
Net
Equipment
$
63,057
$ 56,194
$ 6,863
Leasehold Improvements 2,827 94 2,733
Total $ 65,884 $ 56,288 $9,596
For the consolidated statements presented current depreciation expense is $12,664. Of the $65,557 property and equipment account $ 60,557 has been capitalized under a capital lease discussed below. As of March 31, 2010 the total accumulated depreciation associated with the capital lease was $ 53,611.
Note 4 Intangible Assets
Intangible assets included trademarks that had been registered with the United States Patent and Trademarks office. Intangible assets also included the closing costs for refinancing a portion of the Company’s debt with a bank. The costs of obtaining trademarks and closing costs were capitalized as incurred and were amortized over their estimated useful lives. In the period ended March 31, 2009, the Company reviewed the these intangible assets to determine if impairment had occurred and whether the economic benefit of the asset (fair value for assets to be used and fair value less disposal costs for the assets) justified its continued carrying value. The Company determined that intangible assets totaling $1,269,226 less accumulated amortization of $628,333 did not meet these standards and have written down these assets. The loss of $640,893 is reflected in the Statement of Operations for the period ended March 31, 2009.
Note 5 Payable to Jones Day
Jones Day, our former attorneys who have been lead counsel on obtaining, registering and maintaining our patents, have accumulated billings of $552,505, including some that were converted to a note payable and interest ceased accruing as of December 18, 2007:
Accounts Payables through March 31, 2010 $ 343,267
Billings during the current fiscal year -0-
Note Payable 145,980
Accrued Interest 63,258
------------
$ 552,505
=======
Note 6
Long Term Debt
The Company has a capital lease due to a finance company with interest at 10% due in monthly installments of $1,289, through October, 2010. This note is secured by the Company’s equipment.
Maturities of long- term debt are as follows:
Year Ending
March 31
$ 9,934
Total $ 9,934
Note 7
Preferred Stock
On August 22,2007, the Company effected a one-for-three reverse stock split of its common stock, and authorized the issuance of a class of preferred stock (1,000,000 shares) of which 900,000 shares were issued in exchange for 900,000 shares of common stock. They are convertible to 1 share of common stock for each share of preferred. There are no stated dividend payments attributed at this time to those shares and they bear a par value of $ .001 each. Please see Note 14 - Subsequent Events regarding their having been converted to common stock effective June 28, 2010.
Note 8
Common Stock
The Company, at inception, issued 1,000 shares of common stock to two initial stockholders at approximately $1.00 per share for a total amount of $1,002.
On May 20, 2004, the Company combined with Back Channel Investments, Inc., in a reverse merger pursuant to an Agreement and Plan of Reorganization. Back Channel acquired all of the outstanding shares of common stock of the Company in exchange for 7,000,000 shares of Back Channel’s common stock. Prior to the combination, Back Channel had 1,000,000 shares of common stock outstanding which were forward split on the basis of three for one. The surviving entity is Pacific Land and Coffee Corporation. Upon completion of the agreement, the combined Company essentially re-capitalized to have 10,000,000 shares outstanding. In August, 2007, these shares were converted to 3,333,332 shares in a reverse stock split.
During the year ended March 31, 2007, two shareholders sold 7,000 shares at a price of $.50 per share and contributed the proceeds to the Company.
On August 22,2007, the Company effected a one-for-three reverse stock split of its common stock, and authorized the issuance of a class of preferred stock (1,000,000 shares) and to increase the number of authorized shares of common stock from 10,000,000 to 50,000,000.
Also, on August 22, 2007, the Company approved the issuance of Company stock to officers and directors in return for services rendered. In post-split shares, the officers and directors receiving shares were as follows:
Alfred Coscina (Director) 221,833 shares
Dale Nielsen (President/Director) 224,133
Dennis Nielsen (Director) 223,333
On March 24, 2008, the Company also issued 125,000 shares to Tyrus C Young (Chief Financial Officer/Corporate Secretary) for services rendered.
On August 22, 2007, the Company issued 700,000 shares for services rendered.
On December 18, 2007, the Company issued 7,644,149 shares of its common stock to a corporation holding 70.3% of the then outstanding shares of Integrated Coffee Technologies, Inc. (See Note 1)
The Company has issued 1,153,333 shares of common stock to non-controlling interest shareholders in exchange for 1,922,015 shares of Integrated Coffee Technologies stock cumulatively since December, 2007 through the Balance Sheet date.
Effective March 28, 2008, the Company issued 49,774 shares of common stock to extinguish all of the outstanding advances, loans and accrued interest owed to Directors and officers as of that date. Each share was issued for the extinguishment of $2.00 of debt.
Note 9
Income Taxes
The provision for income taxes consists of the following:
2010 2009
Federal
Current $ -- $ --
Deferred -- --
State
Current -- --
Deferred -- --
_______ ______
Total Provision (Benefit) $ -- $ --
======= ======
The following is a summary of deferred tax balances as of March 31, 2010 and 2009 with an assumed combined federal and state tax rate of 40.4%:
2010 2009
Deferred Tax Asset:
Net Operating Loss Carryforwards $ 645,880 $ 420,217
Definite-lived Intangibles -- 159,766
Accrued Rent
_________ _______
Gross Deferred Tax Asset 645,880 579,983
Less: Valuation allowance (645,880) (579,983)
Net Deferred Tax Asset -0- . -0-
Deferred Tax Liabilities
Property & Equipment, due to differences in
Depreciation
Definite-lived Intangibles
_________ _______
Deferred Tax Liability -0- -0-
_________ _______
Net Deferred Tax Asset (Liability) $ -0- $ -0-
Reconciliation between income taxes at the statutory rate (40.4%) and the actual income tax provision for continuing operations follows:
2010 2009
Statutory Income Tax Provision/(Benefit)
$ ( 65,993) $ (417,187)
Effect of:
Other, net
96 (14,182)
State Refundable Credit -0- (30,494)
Increase in Valuation Allowance
65,897 431,369
Loss discontinued operations
30,494
Provision for Income Taxes
$ -0- $ -0-
The Company has net operating losses totaling $510,485, which expire through March 31, 2030. The Company’s subsidiary, Integrated Coffee Technologies, Inc. has net operating losses totaling $1,088,228 which expire through March 31, 2030.
We have not made any adjustments to deferred tax assets or liabilities. We did not identify any material uncertain tax position of the Company on returns that have been filed or that will be filed. The Company has not had operations and is carrying a large Net Operating Loss as disclosed above. Since it is not thought that this Net Operating Loss will ever produce a tax benefit, even if examined by taxing authorities and disallowed entirely, there would be no effect on the financial statements. A reconciliation of our unrecognized tax benefits for 2008 is presented in the table below:
2010 2009
Beginning balance $ -0- $ -0-
Additions based on tax positions related to
the current year -0- -0-
Reductions based on tax positions related to
prior years -0- -0-
Settlements with taxing authorities -0- -0-
Ending balance $ -0- -0-
The Company has filed income tax returns in the U.S. All years prior to 2006 are closed by expiration of the statute of limitations. The years ended March 31, 2007, 2008, 2009, and 2010 are open for examination.
The Company’s policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expenses. For the year ended March 31, 2010 and 2009, we did not recognize any interest or penalties, nor did we have any interest or penalties accrued as of March 31, 2010 and 2009 relating to unrecognized benefits.
Note 10
Related Party Transactions
During the year ended March 31, 2010, an officer and director advanced a total of $91,135 to the Company. During the year ended March 31, 2010, the officer exchanged debt for equipment with a net value of $32,057 and contributed to equity $269,097 in debt As of March 31, 2010, the net advances still owed to the officer/director were $14415. These advances did not accrue any interest and will be fully repaid within 120 days of the balance sheet date.
Another officer advanced $ 8,509 to assist with meeting operating expenses. This advance did not accrue any interest
and will be repaid within the subsequent year.
Another officer advanced $3,326 to assist with meeting operating expenses during the prior operating year. The advance did not
Accrue interest and is expected to be converted into stock in June, 2010.
Note 11 Significant Concentration of Credit Risk
The Company’s concentration of activities is primarily in the State of Hawaii. The Company sells a significant amount of coffee acquired from Hawaiian suppliers. Accordingly, should the Company’s suppliers in this region experience economic difficulties; it would be detrimental to the Company.
As of March 31, 2010 and 2009, the 5 largest customers in the aggregate accounted for 54% and 45%, respectively, of
total revenues. If one or more of the Company’s significant customers were to become insolvent or were otherwise
unable to pay for the coffee products provided, it would have a material adverse effect on the Company’s financial
condition and results of operations.
Note 12 Lease Obligation
The lease agreement was part of the liabilities associated with the consolidation of Coscina Brothers Coffee, LLC that took place on November 6, 2006. The office lease expired on November 3, 2009. Office rent expense paid on this lease for the year ending March 31, 2010 and 2009 was $ 54,923 and $65,152, respectively.
A lease agreement for warehouse and office space was entered into on October 23, 2009, and will continue in effect until October 31, 2014, and includes an option to renew for two (2) additional five year terms. The base lease amount for the first year is $3,800 per month with 4.0% increases annually. Rent expense on this lease for the year ending March 31, 2010, was $15,916. Future minimum lease payments required by operating leases that have remaining non-cancellable lease terms extending beyond March 31, 2010, are limited to the period from April 1, 2010 through June 30, 2010 of which the minimum lease payments due total $ 11,937 as the lease was assumed with the sale of the coffee-related businesses on June 30, 2010. See Note # 14 - Subsequent events.
Note 13 Discontinued Operations
In accordance with ASC 205-20, the Company has classified all results from operations of its former business of coffee research into discontinued operations line items within the Company’s statements of operations and statements of cash flow.
Net Loss from discontinued operations for the years ended March 31, 2010 and 2009 consisted of the following:
Note 14 Subsequent Events
On June 01, 2010, Pacific Land and Coffee Corporation issued 1,884,988 shares to the ICTI investment partnership for outstanding exchange shares related to the original Integrated Coffee Technologies acquisition.
On June 28, 2010, the Board of Directors approved a one-for-twenty reverse stock split, which must be submitted for shareholder approval and notification of non-consenting shareholders. The financials have been retroactively revised for this change in the capital structure.
On June 28, 2010, the outstanding 900,000 shares of Series A Convertible Preferred Stock have been converted into 900,000 (45,000 Post-Split) shares of common stock in accordance with their terms.
On June 28, 2010, Pacific Land and Coffee Corporation (the "Registrant") established Series B Preferred Stock, authorizing 43,000 shares. Each Series B Preferred share is convertible into 2,000 shares of Common Stock at the option of the holder. The Series B Preferred Stock has dividend, liquidation and voting provisions as if the shares were converted into Common Stock the day immediately prior to such instance.
On June 28, 2010, Pacific Land and Coffee Corporation (the "Registrant") acquired 129 University Place LLC, which owns the Orpheum Theatre located in the New Orleans business district. The purchase price was 42,260 shares of Series B Preferred Stock. The Series B Preferred stock is convertible into 84,520,000 shares of common stock. The Registrant obtained 100% ownership and voting interest in 129 University Place LLC.
The Orpheum Theater is listed in the National Register of Historic Places. Flood damaged in Hurricane Katrina, this historic venue will be refurbished by the Company's subsidiary, 129 University Place LLC. 129 University Place has recently purchased the Orpheum Theatre for an agreed price of $8.1 million, including a mortgage of approximately $2.6 million and $5.5 million worth of Rampant Leon Corporation, LLC Convertible Preferred Stock. The Company is still determining the initial accounting for this purchase and has not yet evaluated the carrying value of this asset to determine impairment, if any. The Company plans to renovate the theater. Pacific Land and Coffee intends to change its name to "Orpheum Property, Inc."
The Registrant issued 42,260 shares of Series B Preferred Stock in connection with the above described acquisition to one accredited investor, Rampant Leon Financial Corporation. The offer and sale was made without any public offering or solicitation, and was exempt under Section 4(6) of the Securities Act.
A change of control took place on June 28, 2010 as a result of the acquisition of 129 University Place LLC. In connection with the acquisition, Mr. John L. Hales and Alfred Coscina resigned as directors and officers. In connection with the acquisition, Andrew Reid was elected as a director and Rod Solow was elected as President. Rampant Leon Financial Corporation, the owner of 129 University Place LLC, received a majority of the voting rights in the Registrant; Rampant Leon Financial Corporation designated the majority of the members of the Board of Directors; and 129 University LLC’s management prior to the acquisition dominate the Registrant’s senior management post-acquisition.
On June 30, 2010, the new Board of Directors reviewed the Registrant's other business operations and determined to dispose of the existing coffee-related businesses and focus on building a real estate portfolio. Accordingly the coffee related businesses, which had a negative net worth and losses in the year ended March 31, 2010 were sold to Alfred Coscina and John Hales. Coscina Brothers Coffee Company was sold to Alfred Coscina for $100,000. The Registrant sold its shares in Integrated Coffee Technologies, Inc. to John Hales for $10,000. John Hales contributed his residual loan balance.
Item 8.
Item 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNT­ING AND FINANCIAL DISCLOSURE
None; Not applicable.
Item 8A.
CONTROLS AND PROCEDURES.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this Annual
Report on Form 10-KSB our disclosure controls and procedures were effective to enable us to accurately record, process, summarize and report certain information required to be included in the Company’s periodic SEC filings within the required time periods, and to accumulate and communicate to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
There were no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 8B.
OTHER INFORMATION. Not Applicable.
PART III
Item 9.
Item 9.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Directors and Executive Officers
The members of the Board of Directors of Pacific Land and Coffee serve until the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the Board of Directors. The following are the directors and executive officers of Pacific Land and Coffee since its inception on February 14, 2003. They devote substantial time to Pacific Land and Coffee.
John L. Hales Chief Executive Officer and Director
Tyrus C. Young
Chief Financial Officer and Secretary
John L. Hales, 58, has founded, managed and directed several international companies. He has been active with Integrated Coffee Technologies for the past 11 years.
Tyrus C. Young, 52, formerly owned and operated a Certified Public Accounting firm specializing in audits of companies in regulated industries and currently heads a business management firm in Honolulu, HI and an accounting and tax practice in Mableton, GA.
Code of Ethics
Pacific Land and Coffee has not adopted a code of ethics which applies to the chief executive officer, or principal financial and accounting officer, because of our level of operations at this time.
Audit Committee Financial Expert
Pacific Land and Coffee does not have an audit committee. The entire board of directors functions as the audit committee. Pacific Land and Coffee does not have a financial expert on its audit committee, because of the difficulty encountered by all small public companies in obtaining outside board members. We cannot predict when, if ever, we will be able to attract a person to the board of directors who is a financial expert.
Item 10.
Item 10. EXECUTIVE COMPENSATION
The following table sets forth the cash and all other compensation of Pacific Land and Coffee's executive officers and directors during each of the last three fiscal years. The remuneration described in the table includes the cost to Pacific Land and Coffee of any benefits which may be furnished to the named executive officers, including premiums for health insurance and other benefits provided to such individual that are extended in connection with the conduct of Pacific Land and Coffee's business. The executive officers named below did not receive any manner of compensation in the years set forth below.
Until we obtain funding, officers are devoting most of their time to other employment and are serving without compensation. Following funding we expect that the aggregate monthly compensation for management will be $100,000.
Summary Compensation Table
ANNUALCOMPENSATION
LONG TERM COMPENSATION
Name and
Other Annual
Awards
Payouts
All
Principal Position Year
Salary
Bonus
Compensation
Other
Restricted
Securities
LTIP
Compensation
Stock
Underlying
Payouts ($)
Awards ($)
Options SARs(#)
Dale G. Nielsen
$
President/Director
Alfred Coscina
$
Director
0 0
John L. Hales 2009 0 0 0 0 0 0 0
Chief Executive Officer/Director 2008 0 0 0 0 0 0 0
2007 0 0 0 0 0 0 0
Tyrus C. Young 2009 32,375 0 0 0 0 0 0
Chief Financial Officer 2008 4,200 0 0 0 0 0 0
2007 0 0 0 0 0 0 0
Back Channel Investments, which later acquired Pacific Land & Coffee Corporation, by resolution of its Board of Directors and stockholders, adopted a 1994 Stock Option Plan (the "Plan") on April 20, 1994. The Plan enables the Company to offer an incentive based compensation system to employees, officers and directors and to employees of companies who do business with the Company.
In the discretion of a committee comprised of non-employee directors (the "Committee"), directors, officers, and key employees or employees of companies with which we do business become participants in the Plan upon receiving grants in the form of stock options or restricted stock. A total of 2,000,000 shares are authorized for issuance under the Plan, of which no shares are issued. The Company may increase the number of shares authorized for issuance under the Plan or may make other material modifications to the Plan without shareholder approval. However, no amendment may change the existing rights of any option holder.
Any shares which are subject to an award but are not used because the terms and conditions of the award are not met, or any shares which are used by participants to pay all or part of the purchase price of any option may again be used for awards under the Plan. However, shares with respect to which a stock appreciation right has been exercised may not again be made subject to an award.
Stock options may be granted as non-qualified stock options or incentive stock options, but incentive stock options may not be granted at a price less than 100% of the fair market value of the stock as of the date of grant (110% as to any 10% shareholder at the time of grant); non-qualified stock options may not be granted at a price less than 85% of fair market value of the stock as of the date of grant. Restricted stock may not be granted under the Plan in connection with incentive stock options.
Stock options may be exercised during a period of time fixed by the Committee except that no stock option may be exercised more than ten years after the date of grant or three years after death or disability, whichever is later. In the discretion of the Committee, payment of the purchase price for the shares of stock acquired through the exercise of a stock option may be made in cash, shares of Common Stock or by delivery or recourse promissory notes or a combination of notes, cash and shares of the Company's common stock or a combination thereof. Incentive stock options may only be issued to directors, officers and employees.
Stock options may be granted under the Plan may include the right to acquire an Accelerated Ownership Non-Qualified Stock Option ("AO"). If an option grant contains the AO feature and if a participant pays all or part of the purchase price of the option with shares of common stock, then upon exercise of the option the participant is granted an AO to purchase, at the fair market value as of the date of the AO grant, the number of shares of common stock equal to the sum of the number of whole shares used by the participant in payment of the purchase price and the number of whole shares, if any, withheld as payment for withholding taxes. An AO may be exercised between the date of grant and the date of expiration, which will be the same as the date of expiration of the option to which the AO is related.
Stock appreciation rights and/or restricted stock may be granted in conjunction with, or may be unrelated to stock options. A stock appreciation right entitles a participant to receive a payment, in cash or common stock or a combination thereof, in an amount equal to the excess of the fair market value of the stock at the time of exercise over the fair market value as of the date of grant. Stock appreciation rights may be exercised during a period of time fixed by the Committee not to exceed ten years after the date of grant or three years after death or disability, whichever is later. Restricted stock requires the recipient to continue in service as an officer, director, employee or consultant for a fixed period of time for ownership of the shares to vest. If restricted shares or stock appreciation rights are issued in tandem with options, the restricted stock or stock appreciation right is canceled upon exercise of the option and the option will likewise terminate upon vesting of the restricted shares.
Item 11.
Item 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information relating to the beneficial ownership of Company common stock as of March 31, 2010 by (i) each person known by Pacific Land and Coffee to be the beneficial owner of more than 5% of the outstanding shares of common stock and (ii) each of Pacific Land and Coffee's directors and executive officers. Unless otherwise noted below, Pacific Land and Coffee believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. For purposes hereof, a person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from the date hereof upon the exercise of warrants or options or the conversion of convertible securities. Each beneficial owner's percentage ownership is determined by assuming that any warrants, options or convertible securities that are held by such person (but not those held by any other person) and which are exercisable within 60 days from the date hereof, have been exercised.
Name and Address
Preferred Stock Percentage
Common Stock Percentage
Dennis Nielsen, Chairman -- -- 1,500,000 11.74%
Dale G. Nielsen 450,000 50 %
568,600 4.5 %
Albert Coscina
450,000 50 %
568,600 4.5 %
John L. Hales (1) 514,733 4.0 %
Tyrus C. Young (1)
125,000 .98%
All officers and directors
as a group (4 persons) 900,000 100%
3,276,933
25.71%
Tahoe Investments -- 7,644,149 59.84%
Except as otherwise noted, shares are owned beneficially and of record, and such record shareholder has sole voting, investment, and dispositive power.
Each share of Preferred Stock has ten voting rights but is convertible into one share of common stock.
Shares owned by Dennis Nielsen include 1,000,000 shares owned by Dennis Nielsen and 500,000 shares held by World Link, LLC, which is controlled by him. Dennis and Dale Nielsen are brothers.
Shares owned by John L. Hales include 414,425 shares held of record by Sorbus Associates, SA, a corporation controlled by Mr. Hales.
Item 12.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Back Channel Investments, Inc. was organized as a Delaware corporation on April 21, 1994 to seek out an advantageous acquisition. On May 20, 2003, Back Channel Investments, Inc. acquired all of the capital stock of Pacific Land and Coffee Corporation, a Hawaii corporation, in exchange for 7,000,000 shares of newly issued common stock of Back Channel Investments, Inc.. Prior to the exchange Back Channel Investments, Inc. had 3,000,000 shares outstanding (after giving effect to a three-for-one forward stock split). As a result, there are 10,000,000 shares outstanding. In August, 2007, these shares were converted to 3,333,332 shares in a reverse stock split.
Back Channel Investments, Inc. has subsequently changed its name to Pacific Land & Coffee Corporation, the same name as its Hawaii subsidiary. References to Pacific Land and Coffee Corporation in this report are to the combined entity unless otherwise noted. Prior to the exchange, Back Channel Investments, Inc.
and Pacific Land and Coffee Corporation had no affiliation or prior relationship. The terms of the share exchange were negotiated at arm's length.
We subleased a roaster facility in Hawaii from Coscina Brothers Coffee, LLC, a limited liability company owned by Alfred
Coscina, an officer and director. No usage occurred under this lease. The sublease was terminated in November, 2006 upon the
acquisition of Coscina Brothers. The acquisition was effected as a contribution to capital by Mr. Coscina, no additional
consideration being paid therefor.
During the year ended March 31, 2007, Dale Nielsen and Alfred Coscina sold 7,000 shares at a price of $.50 per share and
contributed the proceeds to the Company.
On March 31, 2008, we issued restricted shares of common stock at $2.00 per share to the following persons: 10,000 shares to Sorbus Associates, SA, an entity controlled by Mr. Hales, for $20,000 cash; 13,450 shares to Mr. Coscina for advances on his credit card of $26,900; 22,160 and 4,160 to Dale Nielsen and Alfred Coscina, respectively, for notes payable of $44,324 and $8,324 including accrued interest. On March 24, 2008, we issued 125,000 shares to Mr. Young for services rendered valued at $9,375. These shares are believed to be exempt under Section 4(2) in private transactions and not a public offering because they were effected without any public solicitation and were offered and sold exclusively to officers and directors and/or their affiliates.
PART IV
Item 13.
Item 13.
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following exhibits of the Company are included herein.
Exhibit No.
Document Description
2.
Agreement and Plan of Reorganization between Back Channel Investments, Inc. and Pacific Land and Coffee Corporation (2)
2.2
Board Resolution accepting the assets as a contribution to capital. (5)
3.
Certificate of Incorporation and Bylaws
3.1.
Articles of Incorporation(1)
3.2
Articles of Amendment(2)
3.3
Bylaws(1)
10.
Material Contracts
10.1 Stock Option Plan.(1)
10.2 Sublease of Roaster Facilities(4)
16.1
Letter regarding change in certifying accountant(3)
21.
Subsidiaries. The Company has two subsidiaries, Pacific Land and Coffee Corporation, a Hawaii corporation, and Coscina Brothers Coffee, LLC, a Hawaiian LLC. No trade names are employed.
31. Chief Executive Officer and Chief Financial Officer - Rule 13a-15(e) Certification. Filed herewith.
32. Chief Executive Officer and Chief Financial Officer - Sarbanes-Oxley Act Section 906 Certification. Filed herewith
(1)
Filed with the Company's original Form 10-SB.
(2)
Filed with Registration Statement on Form SB-2, file no. 333-105564 and incorporated by reference.
(3)
Incorporated by reference to the Current Report on Form 8-K dated September 8, 2003.
(4)
Filed with Amendment No. 1 to Registration Statement 333-105564 and incorporated by reference
(5)
Incorporated by reference to the Current Report on Form 8-K dated November 6, 2006.
(b)
Reports on Form 8-K.- None
Item 14.
Item 14. Principal Accountant Fees and Services.
Audit Fees
Our principal accountants, Mantyla, McReynolds LLC, billed us $ 44,645 and $68,204 for audit fees and review of quarterly filings in the fiscal years ended March 31, 2010 and 2009, respectively.
Audit Committees pre-approval policies and procedures.
We do not have an audit committee. Our engagement of Mantyla McReynolds LLC was approved by the Board of Directors. No services described in Item 9(e)(2) through 9(e)(4) of Schedule 14A were performed by our auditors.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on July 22, 2010.
PACIFIC LAND AND COFFEE CORPORATION
By:
/s/ Rod Solow
Rod Solow
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on July 22, 2010.
By:
/s/ Row Solow
President
Rod Solow
(principal executive officer)
By:
/s/ Andrew Reid
Director
Andrew Reid
By:
/s/ Dennis P. Nielsen
Director
Dennis P. Nielsen
By:
/s/ Tyrus C. Young
Chief Financial Officer
Tyrus C. Young
(principal financial and accounting officer)