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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Vitamin Blue Inc (CE) | USOTC:VTMB | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000003 | 0.00 | 01:00:00 |
Delaware
|
33-0858127 |
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
|
[ ]
|
Accelerated filer
|
[ ]
|
Non-accelerated filer
|
[ ]
|
Smaller reporting company
|
[X]
|
(Do not check if a smaller reporting company)
|
Class
|
Outstanding as of May 20, 2013
|
Common Stock, $0.0001 par value
|
628,405,000
|
Heading
|
Page
|
|
PART I — FINANCIAL INFORMATION
|
||
Item 1.
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Financial Statements
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3
|
Item 2.
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Management's Discussion and Analysis of Financial Condition and Results
of Operations
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10 |
Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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12
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Item 4(T).
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Controls and Procedures
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12
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PART II — OTHER INFORMATION
|
||
Item 1.
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Legal Proceedings
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12
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Item 1A.
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Risk Factors
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12
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Item 2
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Unregistered Sales of Equity Securities and Use of Proceeds
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13
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Item 3.
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Defaults Upon Senior Securities
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13
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Item 4.
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Mine Safety Disclosures
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13
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Item 5.
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Other Information
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13
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Item 6.
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Exhibits
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13
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Signatures
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14
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Three Months Ended
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||||||||
March 31,
2013
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March 31,
2012
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|||||||
REVENUE
|
$ | 27,181 | $ | 30,251 | ||||
COST OF SALES
|
15,543 | 17,035 | ||||||
GROSS PROFIT
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11,638 | 13,216 | ||||||
OPERATING EXPENSES
|
35,595 | 30,745 | ||||||
DEPRECIATION EXPENSE
|
478 | 391 | ||||||
TOTAL OPERATING EXPENSES
|
36,073 | 31,136 | ||||||
LOSS FROM OPERATIONS BEFORE OTHER EXPENSES
|
(24,435 | ) | (17,920 | ) | ||||
OTHER EXPENSES
|
||||||||
Penalties
|
(104 | ) | (99 | ) | ||||
Gain/(Loss) on change in derivative liability
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(153,082 | ) | 1,481 | |||||
Interest expense
|
(22,843 | ) | (25,470 | ) | ||||
TOTAL OTHER EXPENSES
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(176,029 | ) | (24,088 | ) | ||||
LOSS FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES
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(200,464 | ) | (42,008 | ) | ||||
Provision for income taxes
|
- | - | ||||||
NET LOSS
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$ | (200,464 | ) | $ | (42,008 | ) | ||
BASIC AND DILUTED LOSS PER SHARE
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$ | (0.00 | ) | $ | (0.00 | ) | ||
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
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||||||||
BASIC AND DILUTED
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575,445,000 | 526,525,000 |
Additional
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|||||||||||||
Preferred Stock
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Common stock
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Paid-in
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Accumulated
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||||||||||
Shares
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Amount
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Shares
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Amount
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Capital
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Defitcit
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Total
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|||||||
Balance at December 31, 2012 (Audited)
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-
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$ -
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575,445,000
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$ 57,545
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$ 215,474
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$ (762,146)
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$ (489,127)
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||||||
Contributed services
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-
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-
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-
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-
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6,815
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-
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6,815
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||||||
Net Loss for the three months ended March 31, 2013
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-
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-
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-
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-
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-
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(200,464)
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(200,464)
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||||||
Balance at March 31, 2013
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-
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$ -
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575,445,000
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$ 57,545
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$ 222,289
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$ (962,610)
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$ (682,776)
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Three Months Ended
|
||||||||
March 31,
2013
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March 31,
2012
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|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
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||||||||
Net loss
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$ | (200,464 | ) | $ | (42,008 | ) | ||
Adjustment to reconcile net loss to net cash
used in operating activities
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||||||||
Depreciation
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478 | 391 | ||||||
Bad debt expense
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(203 | ) | (1 | ) | ||||
Contributed services
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6,815 | 6,943 | ||||||
Common stock issued for services
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- | - | ||||||
Amortization of debt discounts recognized as interest expense | 15,000 | 19,906 | ||||||
(Gain)/loss on change in derivative liability
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153,082 | (1,481 | ) | |||||
Changes in Assets and Liabilities
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||||||||
(Increase) Decrease in:
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||||||||
Accounts receivable
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1,414 | (3,399 | ) | |||||
Prepaid expenses
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5,350 | - | ||||||
Inventory
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(372 | ) | 1,762 | |||||
Increase (Decrease) in:
|
||||||||
Accounts payable
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(5,571 | ) | (6,483 | ) | ||||
Accrued expenses
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6,785 | 6,075 | ||||||
NET CASH USED IN OPERATING ACTIVITIES
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(17,686 | ) | (18,295 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
- | - | ||||||
NET CASH USED IN INVESTING ACTIVITIES
|
- | - | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
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||||||||
Payments on related party loans payable
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- | (2,000 | ) | |||||
Proceeds from convertible promissory notes
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15,000 | 20,000 | ||||||
NET CASH PROVIDED IN FINANCING ACTIVITIES
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15,000 | 18,000 | ||||||
NET INCREASE/(DECREASE) IN CASH
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(2,686 | ) | (295 | ) | ||||
CASH, BEGINNING OF PERIOD
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3,940 | 1,416 | ||||||
- | ||||||||
CASH, END OF PERIOD
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$ | 1,254 | $ | 1,121 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
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||||||||
Interest paid
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$ | - | $ | - | ||||
Taxes paid
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$ | - | $ | - |
·
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Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
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·
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Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
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·
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Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
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Total
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(Level 1)
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(Level 2)
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(Level 3)
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|||||||||||||
Assets
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$ | - | $ | - | $ | - | $ | - | ||||||||
Total assets measured at fair value
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$ | - | $ | - | $ | - | $ | - | ||||||||
Derivative Liability
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$ | 226,644 | $ | - | $ | - | $ | 226,644 | ||||||||
Total liabilities measured at fair value
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$ | 226,644 | $ | - | $ | - | $ | 226,644 |
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Management reviewed accounting pronouncements issued during the three months ended March 31, 2013, and no new pronouncements were adopted during the period.
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3.
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CAPITAL STOCK
|
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As of March 31, 2013, the Company has 900,000,000 shares of common stock authorized at par value of $0.0001 and 100,000,000 shares of preferred stock authorized at par value of $0.0001.
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4.
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LOANS PAYABLE
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5.
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RELATED PARTY
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6. CONVERTIBLE PROMISSORY NOTES
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As of March 31, 2013, the Company received loans in the form of convertible debentures from investors in varying amounts for a total of $195,000. The loans bear interest at 8% per annum on the unpaid balance until paid or until default. The convertible promissory note may be prepaid in full or in part at any time without penalty or premium. Partial prepayments shall be applied to installments due in reverse order of their maturity.
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The Holders of the debentures have the right to convert at any time amounts outstanding under the debentures into shares of common stock at a conversion price per share equal to sixty (60%) of the average bid and ask price of the common stock for the previous five (5) trading days or if the common stock has not traded in the last thirty (30) business days, then sixty percent (60%) of the price that the Maker’s common stock was last issued to a non-affiliated investor. The holders may elect payment of the principal of this note, before any repayment of interest. Through March 31, 2013, the holders of these notes have converted a total of $34,704 in outstanding principal into shares of the Company’s common stock. The total outstanding principal balance of convertible promissory notes at March 31, 2013 was $160,296.
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ASC Topic 815 provides applicable guidance to the convertible promissory notes issued by the Company in instances where the number into which a note can be converted is not fixed. For example, when a note converts at a discount to market based on the stock price on the date of conversion, ASC Topic 815 requires that the embedded conversion option of the convertible promissory notes be bifurcated from the host contract and recorded at their fair value. In accounting for derivatives under accounting standards, the Company recorded a liability representing the estimated present value of the conversion feature considering the historic volatility of the Company’s stock, and a discount representing the imputed interest associated with the embedded derivative. The discount is amortized over the life of the convertible promissory notes, which resulted in the recognition of $15,000 in interest expense for the three months ended March 31, 2013, and the derivative liability is adjusted periodically according to stock price fluctuations. At the time of conversion, the remaining derivative liability will be charged to additional paid-in capital. For purpose of determining the fair market value of the derivative liability, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows:
|
Stock price on the valuation date
|
$ | 0.0060 | ||
Conversion price for the loans
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$ | 0.0048 | ||
Years to Maturity
|
1 | |||
Risk free rate
|
0.14% - 0.15 | % | ||
Expected volatility
|
516.82% - 686.93 | % |
|
The value of the derivative liability at March 31, 2013 was $226,644.
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7. SUBSEQUENT EVENTS
|
Three Months Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Revenue
|
100 | % | 100 | % | ||||
Cost of sales
|
57 | % | 56 | % | ||||
Gross profit
|
43 | % | 44 | % | ||||
Total operating expenses
|
133 | % | 103 | % | ||||
Loss from operations before other expenses
|
(90 | %) | (59 | %) | ||||
Total other expenses
|
(648 | %) | (80 | %) | ||||
Net Loss
|
(738 | %) | ( 139 | %) |
Date: May 20, 2013
|
By:
/S/ Frank D. Ornelas
|
Frank D. Ornelas
|
|
Chief Executive Officer | |
(Principal Executive Officer)
|
|
Chief Financial Officer
|
|
(Principal Accounting Officer)
|
1 Year Vitamin Blue (CE) Chart |
1 Month Vitamin Blue (CE) Chart |
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