UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A1
x
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
quarterly period ended March 31, 2008
OR
o
TRANSITIONAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
transition period from ___________ to _____________
Commission
file number 333-148346
CHERRY
TANKERS, INC.
A
Delaware Corporation
|
I.R.S.
Employer No. 98-0531496
|
78
Sokolov Street, Herzeliya, Israel
Phone:
011-972-9-958-3777
Facsimile:
011-972-9-951-9500
Check
whether the issuer (1) filed all reports required to be filed by Section
13 or
15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for
such shorter period that the registrant was required to file such reports),
and
(2) has been subject to such filing requirements for the past 90 days.
Yes
x
No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer o
|
Accelerated
filer o
|
|
|
Non-accelerated
filer o
|
Smaller
reporting company x
|
(Do
not
check if a smaller reporting company)
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x
No
o
As
of
July 24, 2008, 13,705,000 shares of Common Stock, par value $0.0001 per share,
were outstanding.
_______________________
1
This form amends and restates in its entirety our previously filed report
for
the first quarter of 2008, which was filed on May 15, 2008, to file on
Form
10-Q.
Table
of Contents
|
Description
|
|
Page
|
PART
I - FINANCIAL INFORMATION
|
|
1
|
Item
1.
|
Financial
Statements
|
|
F-1
|
Item
2.
|
Management's
Discussion and Analysis or Plan of Operation
|
|
2
|
|
|
|
4
|
Item
4T
|
Controls
and Procedures
|
|
4
|
|
|
|
4
|
PART
II - OTHER INFORMATION
|
|
4
|
Item
1.
|
Legal
Proceedings
|
|
5
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
|
5
|
Item
3.
|
Defaults
Upon Senior Securities
|
|
5
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
|
5
|
Item
5.
|
Other
Information
|
|
5
|
Item
6.
|
Exhibits
|
|
5
|
Signatures
|
|
5
|
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
INDEX
TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
MARCH
31, 2008
(Unaudited)
Consolidated
Interim Financial Statements-
|
|
|
|
|
|
Consolidated
Balance Sheets as of March 31, 2008, and December 31, 2007
|
|
F-2
|
|
|
|
Consolidated
Statements of Operations for the Three Months Ended March 31,
2008, and
Cumulative from Inception
|
|
F-3
|
|
|
|
Consolidated
Statements of Cash Flows for the Three Months Ended March 31,
2008, and
Cumulative from Inception
|
|
F-4
|
|
|
|
Notes
to Consolidated Financial Statements March 31, 2008
|
|
F-5
|
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
BALANCE SHEETS (NOTE 2)
AS
OF MARCH 31, 2008, AND DECEMBER 31, 2007
|
|
2008
|
|
2007
|
|
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
Cash
in bank
|
|
$
|
110,459
|
|
$
|
244,109
|
|
Total
current assets
|
|
|
110,459
|
|
|
244,109
|
|
Total
Assets
|
|
$
|
110,459
|
|
$
|
244,109
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
Accounts
payable - Trade
|
|
$
|
9,945
|
|
$
|
4,789
|
|
Accrued
liabilities
|
|
|
7,070
|
|
|
33,240
|
|
Due
to shareholder
|
|
|
450
|
|
|
-
|
|
Total
current liabilities
|
|
|
17,465
|
|
|
38,029
|
|
Total
liabilities
|
|
|
17,465
|
|
|
38,029
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity:
|
|
|
|
|
|
|
|
Common
stock, par value $0.0001 per share, 100,000,000 shares authorized;
13,705,000 shares issued and outstanding for 2008, and
2007
|
|
|
1,370
|
|
|
1,370
|
|
Additional
paid-in capital
|
|
|
274,688
|
|
|
274,688
|
|
(Deficit)
accumulated during the development stage
|
|
|
(183,064
|
)
|
|
(69,978
|
)
|
Total
stockholders' equity
|
|
|
92,994
|
|
|
206,080
|
|
Total
Liabilities and Stockholders' Equity
|
|
$
|
110,459
|
|
$
|
244,109
|
|
The
accompanying notes to consolidated financial statements are
an
integral part of these consolidated balance sheets.
CHERRY
TANKERS INC. AND SUBSIDIARY
|
(A
DEVELOPMENT STAGE COMPANY)
|
CONSOLIDATED
STATEMENTS OF OPERATIONS (NOTE 2)
|
FOR
THE THREE MONTHS ENDED MARCH 31, 2008, AND
|
CUMULATIVE
FROM INCEPTION (MARCH 30, 2007)
|
THROUGH
MARCH 31, 2008
|
(Unaudited)
|
|
|
|
Three
Months
|
|
|
|
|
|
Ended
|
|
Cumulative
|
|
|
|
March
31,
|
|
From
|
|
|
|
2008
|
|
Inception
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
General
and administrative-
|
|
|
|
|
|
|
|
Professional
fees
|
|
|
103,415
|
|
|
166,360
|
|
Travel
expense
|
|
|
6,438
|
|
|
11,674
|
|
Other
|
|
|
3,233
|
|
|
4,537
|
|
Legal
- Incorporation fees
|
|
|
-
|
|
|
493
|
|
Total
general and administrative expenses
|
|
|
113,086
|
|
|
183,064
|
|
|
|
|
|
|
|
|
|
(Loss)
from Operations
|
|
|
(113,086
|
)
|
|
(183,064
|
)
|
|
|
|
|
|
|
|
|
Other
Income (Expense)
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Provision
for Income Taxes
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Net
(Loss)
|
|
$
|
(113,086
|
)
|
$
|
(183,064
|
)
|
|
|
|
|
|
|
|
|
(Loss)
Per Common Share:
|
|
|
|
|
|
|
|
(Loss)
per common share - Basic and Diluted
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Number of Common Shares
|
|
|
|
|
|
|
|
Outstanding
- Basic and Diluted
|
|
|
13,705,000
|
|
|
|
|
The
accompanying notes to consolidated financial statements are
an
integral part of these consolidated statements.
CHERRY
TANKERS INC. AND SUBSIDIARY
|
|
(A
DEVELOPMENT STAGE COMPANY)
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS (NOTE 2)
|
|
FOR
THE THREE MONTHS ENDED MARCH 31, 2008, AND
|
|
CUMULATIVE
FROM INCEPTION (MARCH 30, 2007)
|
|
THROUGH
MARCH 31, 2008
|
|
(Unaudited)
|
|
|
|
|
|
Three
Months
|
|
|
|
|
|
Ended
|
|
Cumulative
|
|
|
|
March
31,
|
|
From
|
|
|
|
2008
|
|
Inception
|
|
|
|
|
|
|
|
Operating
Activities:
|
|
|
|
|
|
|
|
Net
(loss)
|
|
$
|
(113,086
|
)
|
$
|
(183,064
|
)
|
Adjustments
to reconcile net (loss) to net cash
|
|
|
|
|
|
|
|
(used
in) operating activities:
|
|
|
|
|
|
|
|
Changes
in assets and liabilities-
|
|
|
|
|
|
|
|
Accounts
payable - Trade
|
|
|
5,156
|
|
|
9,945
|
|
Accrued
liabilities
|
|
|
(26,170
|
)
|
|
7,070
|
|
Net
Cash (Used in) Operating Activities
|
|
|
(134,100
|
)
|
|
(166,049
|
)
|
Investing
Activities:
|
|
|
|
|
|
|
|
Investing
activities
|
|
|
-
|
|
|
-
|
|
Net
Cash (Used in) Investing Activities
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Financing
Activities:
|
|
|
|
|
|
|
|
Issuance
of common stock for cash
|
|
|
-
|
|
|
276,058
|
|
Due
to stockholder
|
|
|
450
|
|
|
450
|
|
Net
Cash Provided by Financing Activities
|
|
|
450
|
|
|
276,508
|
|
Net
Increase in Cash
|
|
|
(133,650
|
)
|
|
110,459
|
|
Cash
- Beginning of Period
|
|
|
244,109
|
|
|
-
|
|
Cash
- End of Period
|
|
$
|
110,459
|
|
$
|
110,459
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
Cash
paid during the period for:
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
$
|
-
|
|
Income
taxes
|
|
$
|
-
|
|
$
|
-
|
|
The
accompanying notes to consolidated financial statements are
an
integral part of these consolidated statements.
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2008
(Unaudited)
1.
|
Summary
of Significant Accounting
Policies
|
Basis
of Presentation and Organization
Cherry
Tankers Inc. (the “Company”) is a Delaware corporation in the development stage,
and has not commenced operations. The Company was incorporated under the
laws of
the State of Delaware on March 30, 2007. The proposed business plan of the
Company is to manufacture, market, and distribute orthopedic shoes based
on
licensed patented technology. The accompanying consolidated financial statements
of the Company and its wholly owned subsidiary were prepared from the accounts
of the Company under the accrual basis of accounting.
In
April
2007, the Company commenced a capital formation activity through a Private
Placement Offering (the “PPO”), exempt from registration under the Securities
Act of 1933, to raise up to $1,058 through the issuance 10,580,000 shares
of its
common stock to founders of the Company, par value $0.0001 per share, at
an
offering price of $0.0001 per share. As of June 18, 2007, the Company had
closed
the PPO and received proceeds of $1,000. The remaining $58 was received as
of
December 31, 2007.
On
November 27, 2007, the Company organized and incorporated a wholly owned
subsidiary under the name Cherry Tankers Ltd. (an Israeli corporation) for
the
purpose of research and development as well as manufacturing and marketing
for
its products and services in Israel. The Company currently owns all 10,000
shares issued and outstanding, each valued at 0.01 New Israeli
Shekels.
In
addition, in July 2007, the Company began a capital formation activity through
a
PPO, exempt from registration under the Securities Act of 1933, to raise
up to
$50,000 through the issuance of 2,000,000 shares of its common stock, par
value
$0.0001 per share, at an offering price of $0.025 per share. As of December
31,
2007, the Company had received $50,000 in proceeds from the PPO. In December
2007, the Company also submitted a Registration Statement on Form
SB-2 to
the
Securities and Exchange Commissions (“SEC”) to register 2,000,000 of its
outstanding shares of common stock on behalf of selling stockholders. This
Registration Statement on Form SB-2 went effective with the SEC on January
10,
2008. The Company will not receive any of the proceeds of this registration
activity once the shares of common stock are sold.
In
December 2007, the Company commenced a capital formation activity through
a PPO,
exempt from registration under the Securities Act of 1933, to raise up to
$225,000 through the issuance 1,125,000 shares of its common stock, par value
$0.0001 per share, at an offering price of $0.20 per share. As of December
9,
2007, the Company had closed the PPO and received proceeds of
$225,000.
Unaudited
Interim Financial Statements
The
interim financial statements of the Company as of March 31, 2008, and for
the
three months ended March 31, 2008, and cumulative from inception, are unaudited.
However, in the opinion of management, the interim financial statements include
all adjustments, consisting only of normal recurring adjustments, necessary
to
present fairly the Company’s financial position as of March 31, 2008, and the
results of its operations and its cash flows for the three months ended March
31, 2008 and cumulative from inception. These results are not necessarily
indicative of the results expected for the calendar year ending December
31,
2008. The accompanying financial statements and notes thereto do not reflect
all
disclosures required under accounting principles generally accepted in the
United States of America. Refer to Cherry Tankers, Inc’s audited financial
statements as of December 31, 2007, filed with the SEC for additional
information, including significant accounting policies.
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2008
(Unaudited)
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and
its
wholly owned subsidiary, Cherry Tankers Ltd. ("Subsidiary"), an Israeli
corporation. All significant intercompany accounts and transactions have
been
eliminated in consolidation.
Cash
and Cash Equivalents
For
purposes of reporting within the statement of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid debt instruments purchased with a maturity
of
three months or less to be cash and cash equivalents.
Revenue
Recognition
The
Company is in the development stage and has yet to realize revenues from
operations. Once the Company has commenced operations, it will recognize
revenues when delivery of goods or completion of services has occurred, provided
there is persuasive evidence of an agreement, acceptance has been approved
by
its customers; the fee is fixed or determinable based on the completion of
stated terms and conditions; and collection of any related receivable is
probable.
Loss
per Common Share
Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Diluted loss per share is computed similar
to
basic loss per share except that the denominator is increased to include
the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares
were
dilutive. There were no dilutive financial instruments issued or outstanding
for
the three months ended March 31, 2008.
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2008
(Unaudited)
Income
Taxes
The
Company accounts for income taxes pursuant to Statement of Financial Accounting
Standards (“SFAS”) No. 109, “Accounting
for Income Taxes” (“SFAS
No. 109”). Under SFAS No. 109, deferred tax assets and liabilities are
determined based on temporary differences between the bases of certain assets
and liabilities for income tax and financial reporting purposes. The deferred
tax assets and liabilities are classified according to the financial statement
classification of the assets and liabilities generating the
differences.
The
Company maintains a valuation allowance with respect to deferred tax assets.
The
Company establishes a valuation allowance based upon the potential likelihood
of
realizing the deferred tax asset, and taking into consideration the Company’s
financial position and results of operations for the current period. Future
realization of the deferred tax benefit depends on the existence of sufficient
taxable income within the carryforward period under the Federal tax
laws.
Changes
in circumstances, such as the Company generating taxable income, could cause
a
change in judgment about the realizability of the related deferred tax asset.
Any change in the valuation allowance will be included in income in the year
of
the change in estimate.
Fair
Value of Financial Instruments
The
Company estimates the fair value of financial instruments using the available
market information and valuation methods. Considerable judgment is required
in
estimating fair value. Accordingly, the estimates of fair value may not be
indicative of the amounts the Company could realize in a current market
exchange. As of March 31, 2008, the carrying value of accounts payable, accrued
liabilities, and due to stockholder approximated fair value due to the
short-term nature and maturity of these instruments.
Deferred
Offering Costs
The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed. At the time of the completion
of
the offering, the costs are charged against the capital raised. Should the
offering be terminated, deferred offering costs are charged to operations
during
the period in which the offering is terminated.
Concentration
of Risk
As
of
March 31, 2008, the Company maintained its cash account at one commercial
bank.
The balance in the account was subject to FDIC coverage.
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2008
(Unaudited)
Common
Stock Registration Expenses
The
Company considers incremental costs and expenses related to the registration
of
equity securities with the SEC, whether by contractual arrangement as of
a
certain date or by demand, to be unrelated to original issuance transactions.
As
such, subsequent registration costs and expenses are reflected in the
accompanying financial statements as general and administrative expenses,
and
are expensed as incurred.
Lease
Obligations
All
noncancellable leases with an initial term greater than one year are categorized
as either capital leases or operating leases. Assets recorded under capital
leases are amortized according to the methods employed for property and
equipment or over the term of the related lease, if shorter.
Estimates
The
consolidated financial statements are prepared on the basis of accounting
principles generally accepted in the United States of America. The preparation
of consolidated financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that
affect the reported amounts of assets and liabilities as of March 31, 2008,
and
expenses for the three months ended March 31, 2008, and cumulative from
inception. Actual results could differ from those estimates made by
management.
2.
|
Development
Stage Activities and Going
Concern
|
The
Company is currently in the development stage, and has not commenced operations.
The business plan of the Company is to manufacture, market, and distribute
orthopedic shoes that will alleviate the back, knee, and hip pain resulting
from
walking abnormalities.
During
the period from inception through March 31, 2008, the Company was incorporated
and completed capital formation activities to raise up to $276,058 from the
sale
of 13,705,000 shares of common stock through PPO’s to various stockholders. As
of March 31, 2008, the Company had raised $276,058 in proceeds from the PPO’s.
The Company also submitted to the SEC a Registration Statement on Form
SB-2 to
register 2,000,000 shares of its common stock for selling stockholders. This
Registration Statement on Form SB-2 went effective with the SEC on January
10,
2008. No proceeds will be received by the Company from the sale of common
stock
by selling stockholders. The Company also intends to conduct additional capital
formation activities through the issuance of its common stock and to commence
operations.
The
accompanying consolidated financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern. The Company
has not established any source of revenues to cover its operating costs,
and as
such, has incurred an operating loss since inception. Further, as of March
31,
2008, the cash resources of the Company were insufficient to meet its current
business plan. These and other factors raise substantial doubt about the
Company’s ability to continue as a going concern. The accompanying consolidated
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the
amounts
and classification of liabilities that may result from the possible inability
of
the Company to continue as a going concern.
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2008
(Unaudited)
In
April
2007, the Company commenced a capital formation activity through a PPO exempt
from registration under the Securities Act of 1933, to raise up to $1,058
through the issuance 10,580,000 shares of its common stock to founders of
the
Company, par value $0.0001 per share, at an offering price of $0.0001 per
share.
As of June 18, 2007, the Company had closed the PPO and received proceeds
of
$1,000. The remaining $58 was received as of December 31, 2007.
In
addition, in July 2007, the Board of Directors of the Company resolved a
PPO,
exempt from registration under the Securities Act of 1933, to raise up to
$50,000 through the issuance of 2,000,000 shares of its common stock, par
value
$0.0001 per share, at an offering price of $0.025 per share. As of March
31,
2008, the Company had fully subscribed the PPO, closed the PPO, and received
a
total of $50,000 in proceeds.
In
December 2007, the Company commenced a capital formation activity through
a
Private Placement Offering (the “PPO”), exempt from registration under the
Securities Act of 1933, to raise up to $225,000 through the issuance 1,125,000
shares of its common stock, par value $0.0001 per share, at an offering price
of
$0.20 per share. As of December 9, 2007, the Company had closed the PPO and
received proceeds of $225,000.
The
Company also commenced an activity to submit a Registration Statement on
Form
SB-2 to
the
SEC to register 2,000,000 of its outstanding shares of common stock on behalf
of
selling stockholders. This Registration Statement on Form SB-2 went effective
with the SEC on January 10, 2008. The Company will not receive any of the
proceeds of this registration activity once the shares of common stock are
sold.
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2008
(Unaudited)
The
provision (benefit) for income taxes for the three months ended March 31,
2008,
is as follows (assuming a 23% effective tax rate):
|
|
2008
|
|
|
|
|
|
Current
Tax Provision:
|
|
|
|
|
Federal
and state-
|
|
|
|
|
Taxable
income
|
|
$
|
-
|
|
Total
current tax provision
|
|
$
|
-
|
|
|
|
|
|
|
Deferred
Tax Provision:
|
|
|
|
|
Federal
and state-
|
|
|
|
|
Loss
carryforwards
|
|
$
|
26,010
|
|
Change
in valuation allowance
|
|
|
(26,010
|
)
|
Total
deferred tax provision
|
|
$
|
-
|
|
The
Company had deferred income tax assets as of March 31, 2008, as
follows:
|
|
|
2008
|
|
|
|
|
|
|
Loss
carryforwards
|
|
$
|
42,105
|
|
Less
- Valuation allowance
|
|
|
(42,105
|
)
|
Total
net deferred tax assets
|
|
$
|
-
|
|
The
Company provided a valuation allowance equal to the deferred income tax assets
for the three months ended March 31, 2008, because it is not presently known
whether future taxable income will be sufficient to utilize the loss
carryforwards.
As
of
March 31, 2008, the Company had $183,064 in tax loss carryforwards that can
be
utilized in future periods to reduce taxable income, and expire in the year
2028.
5.
|
Patent
Licensing Agreement
|
On
November 27, 2007, the Company entered into a patent licensing agreement
(the
“Patent Licensing Agreement”) with its wholly owned subsidiary Cherry Tankers,
Ltd. (the “Subsidiary”). The Patent Licensing Agreement grants the Company an
irrevocable, non-transferable, perpetual right, and license to make use of
certain technology and products in the Orthopedic Shoe Soles field (the
“Technology”) for the sole purpose of manufacturing, marketing, distributing,
and selling the products based on the Technology, on a worldwide basis, except
for in Israel. The Company is entitled to sub-License the Technology to
third-party strategic partners if agreed upon by both parties in advance.
The
Subsidiary retains all rights, title, and interest in and to the Technology,
including the design of the products, copyrights, trademarks, and trade secrets.
In consideration for the Technology, the Company is obligated to pay development
fees to the Subsidiary in the amount of $150,000 as well as royalties due
each
calendar quarter based on 4% of Net Revenues.
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2008
(Unaudited)
6.
|
Commitment
and Contingencies
|
As
discussed in Note 5, on November 27, 2007, the Company entered into a patent
licensing agreement (the “Patent Licensing Agreement”) with its Subsidiary. The
Patent Licensing Agreement grants the Company irrevocable, non-transferable,
perpetual right, and license to make use of certain technology and products
in
the Orthopedic Shoe Soles field (the “Technology”) for the sole purpose of
manufacturing, marketing, distributing, and selling the products based on
the
Technology, on a worldwide basis, except for in Israel. The Company is entitled
to sub-License the Technology to third-party strategic partners if agreed
upon
by both parties in advance. The Subsidiary retains all rights, title, and
interest in and to the Technology, including the design of the products,
copyrights, trademarks, and trade secrets. In consideration for the Technology,
the Company was obligated to pay development fees to the Subsidiary in
installments in the amount of $150,000. The first installment of $20,000
was due
on February 1, 2008. On February 1, 2008, the Company amended the agreement
rescheduling the installment due dates. The installments are now due as follows:
Installment
#1
|
|
|
July
15, 2008
|
|
$
|
20,000
|
|
Installment
#2
|
|
|
September
15, 2008
|
|
|
50,000
|
|
Installment
#3
|
|
|
November
15, 2008
|
|
|
50,000
|
|
Installment
#4
|
|
|
February
15, 2009
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
150,000
|
|
The
Company is also obligated to pay the Subsidiary royalties in the amount of
4% of
Net Revenues. This amount will be due on the fifth business day following
the
end of each calendar quarter.
On
July
15, 2008, the Company did not make the first development fee installment
payment, and was in default on the Patent Licensing Agreement. As of July
22, 2008, the Company and its Subsidiary had not determined the outcome of
the
default, the potential for the revision of the installment payment schedule,
or
the terms related to the possible cancellation of the Patent Licensing
Agreement.
On
November 22, 2007, the existing President, Secretary, Treasurer, Chief Executive
Officer, and Director notified the Company of his resignation. On the same
day,
the Company appointed an individual as President, Chief Executive Officer,
and
Director. The Company also appointed another individual as Secretary, Treasurer,
and Director. Both individuals accepted their positions on November 22,
2007.
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2008
(Unaudited)
8.
|
Related
Party Transactions
|
As
discussed in Note 5, the Subsidiary purchased the right, title, and interest
of
the Technology for $1 from a shareholder of the Company.
During
the three months ended March 31, 2008, a stockholder loaned the Company $450.
As
of March 31, 2008, the Company owed the stockholder $450.
9.
|
Recent
Accounting
Pronouncements
|
In
February 2007, the FASB issued SFAS No. 159, “The
Fair Value Option for Financial Assets and Financial Liabilities - Including
an
amendment of FASB Statement No. 115”
(“SFAS
No. 159”), which permits entities to measure many financial instruments and
certain other items at fair value that are not currently required to be measured
at fair value. An entity would report unrealized gains and losses on items
for
which the fair value option has been elected in earnings at each subsequent
reporting date. The objective is to improve financial reporting by providing
entities with the opportunity to mitigate volatility in reported earnings
caused
by measuring related assets and liabilities differently without having to
apply
complex hedge accounting provisions. The decision about whether to elect
the
fair value option is applied instrument by instrument, with a few exceptions;
the decision is irrevocable; and it is applied only to entire instruments
and
not to portions of instruments. SFAS No. 159 requires disclosures that
facilitate comparisons (a) between entities that choose different measurement
attributes for similar assets and liabilities and (b) between assets and
liabilities in the financial statements of an entity that selects different
measurement attributes for similar assets and liabilities. SFAS No. 159 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
year, provided the entity also elects to apply the provisions of SFAS No.
157.
Upon implementation, an entity shall report the effect of the first
re-measurement to fair value as a cumulative-effect adjustment to the opening
balance of retained earnings. Since the provisions of SFAS No. 159 are applied
prospectively, any potential impact will depend on the instruments selected
for
fair value measurement at the time of implementation. The management of the
Company does not believe that this new pronouncement will have a material
impact
on its financial statements.
In
December 2007, the FASB issued SFAS No. 141R, “Business
Combinations - Revised 2007”
(“SFAS
No. 141R”), which replaces FASB Statement No. 141, “Business
Combinations.”
SFAS
No. 141R establishes
principles and requirements intending to improve the relevance, representational
faithfulness, and comparability of information that a reporting entity provides
in its financial reports about a business combination and its effects. This
is
accomplished through requiring the acquirer to recognize assets acquired
and
liabilities assumed arising from contractual contingencies as of the acquisition
date, measured at their acquisition-date fair values. This includes contractual
contingencies only if it is more likely than not that they meet the definition
of an asset of a liability in FASB Concepts Statement No. 6, “Elements
of Financial Statements
-
a
replacement of FASB Concepts Statement No. 3.” This
statement also requires the acquirer to recognize goodwill as of the acquisition
date, measured as a residual. However, this statement improves the way in
which
an acquirer’s obligations to make payments conditioned on the outcome of future
events are recognized and measured, which in turn improves the measure of
goodwill. This statement also defines a bargain purchases as a business
combination in which the total acquisition-date fair value of the consideration
transferred plus any noncontrolling interest in the acquiree, and it requires
the acquirer to recognize that excess in earnings as a gain attributable
to the
acquirer. This, therefore, improves the representational faithfulness and
completeness of the information provided about both the acquirer’s earnings
during the period in which it makes a bargain purchase and the measures of
the
assets acquired in the bargain purchase. The Company does not expect the
adoption of this pronouncement to have a material impact on its financial
statements.
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2008
(Unaudited)
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling
Interests in Consolidated Financial Statements - an amendment of ARB No.
51”
(“SFAS
No. 160”), which
establishes accounting and reporting standards to improve the relevance,
comparability, and transparency of financial information in its consolidated
financial statements. This is accomplished by requiring all entities, except
not-for-profit organizations, that prepare consolidated financial statements
to
(a) clearly identify, label, and present ownership interests in subsidiaries
held by parties other than the parent in the consolidated statement of financial
position within equity, but separate from the parent’s equity; (b) clearly
identify and present both the parent’s and the noncontrolling interest’s
attributable consolidated net income on the face of the consolidated statement
of income; (c) consistently account for changes in parent’s ownership interest
while the parent retains it controlling financial interest in subsidiary
and for
all transactions that are economically similar to be accounted for similarly;
(d) measure of any gain, loss, or retained noncontrolling equity at fair
value
after a subsidiary is deconsolidated; and (e) provide sufficient disclosures
that clearly identify and distinguish between the interests of the parent
and
the interests of the noncontrolling owners. This Statement also clarifies
that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. SFAS No. 160 is effective for fiscal years and interim
periods on or after December 15, 2008. The management of the Company does
not
expect the adoption of this pronouncement to have a material impact on its
financial statements.
In
March
2008, the FASB issued FASB Statement No. 161, “Disclosures
about Derivative Instruments and Hedging Activities - an amendment of FASB
Statement 133”
(“SFAS
No. 161”). SFAS No. 161 enhances required disclosures regarding derivatives and
hedging activities, including enhanced disclosures regarding how: (a) an
entity
uses derivative instruments; (b) derivative instruments and related hedged
items
are accounted for under SFAS No. 133, “Accounting
for Derivative Instruments and Hedging Activities”;
and (c)
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. Specifically, SFAS No. 161
requires:
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2008
(Unaudited)
|
●
|
Disclosure
of the objectives for using derivative instruments be disclosed
in terms
of underlying risk and accounting
designation;
|
|
●
|
Disclosure
of the fair values of derivative instruments and their gains and
losses in
a tabular format;
|
|
●
|
Disclosure
of information about credit-risk-related contingent features;
and
|
|
●
|
Cross-reference
from the derivative footnote to other footnotes in which
derivative-related information is
disclosed.
|
SFAS
No.
161 is effective for fiscal years and interim periods beginning after November
15, 2008. Earlier application is encouraged. The management of the Company
does
not expect the adoption of this pronouncement to have a material impact on
its
financial statements.
In
May
2008, the FASB issued FASB Statement No. 162, “The
Hierarchy of Generally Accepted Accounting Principles”
(“SFAS
No. 162”). SFAS No. 162 identifies the sources of accounting principles and the
framework for selecting the principles used in the preparation of financial
statements of nongovernmental entities that are presented in conformity with
generally accepted accounting principles in the United States of America.
The
sources of accounting principles that are generally accepted are categorized
in
descending order as follows:
a) |
FASB
Statements of Financial Accounting Standards and Interpretations,
FASB
Statement 133 Implementation Issues, FASB Staff Positions, and
American
Institute of Certified Public Accountants (AICPA) Accounting Research
Bulletins and Accounting Principles Board Opinions that are not
superseded
by actions of the FASB.
|
b) |
FASB
Technical Bulletins and, if cleared by the FASB, AICPA Industry
Audit and
Accounting Guides and Statements of
Position.
|
c) |
AICPA
Accounting Standards Executive Committee Practice Bulletins that
have been
cleared by the FASB, consensus positions of the FASB Emerging Issues
Task
Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts
(EITF D-Topics).
|
d) |
Implementation
guides (Q&As) published by the FASB staff, AICPA Accounting
Interpretations, AICPA Industry Audit and Accounting Guides and
Statements
of Position not cleared by the FASB, and practices that are widely
recognized and prevalent either generally or in the
industry.
|
As
discussed in Note 6, on July 15, 2008, the Company did not make the first
development fee installment payment to its Subsidiary, and was in default
on the
Patent Licensing Agreement. As of July 22, 2008, the Company and its
Subsidiary had not determined the outcome of the default, the potential for
the
revision of the installment payment schedule, or the terms related to the
possible cancellation of the Patent Licensing Agreement.
Item
2. Management's Discussion and Analysis or Plan of
Operations
As
used
in this Form 10-Q, references to the “Company,” “Cherry Tankers,” “we,” “our” or
“us” refer to Cherry Tankers, Inc. unless the context otherwise
indicates.
This
Management’s Discussion and Analysis or Plan of Operations should be read in
conjunction with the financial statements and the notes thereto included
elsewhere in this report and with the Management's Discussion and Analysis
or
Plan of Operations and the financial statements and the notes thereto included
in our Annual Report on Form 10-KSB for the year ended December 31,
2007.
Forward-Looking
Statements
This
Management’s Discussion and Analysis or Plan of Operations contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934,
as amended. These forward-looking statements are based on current expectations,
estimates, forecasts and projections about us, our future performance, the
industry in which we operate, our beliefs and our management’s assumptions. In
addition, other written or oral statements that constitute forward-looking
statements may be made by us or on our behalf. Words such as “expects,”
“anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” variations of such words and similar expressions are
intended to identify such forward-looking statements. These statements are
not
guarantees of future performance and involve certain risks, uncertainties
and
assumptions that are difficult to assess. Therefore, actual outcomes and
results
may differ materially from what is expressed or forecasted in such
forward-looking statements.
For
a
description of such risks and uncertainties refer to our Registration Statement
on Form SB-2 (Registration No. 333-148346) filed with the Securities and
Exchange Commission on December 26, 2007. Except as required under the federal
securities laws and the rules and regulations of the Securities and Exchange
Commission, we do not have any intention or obligation to update publicly
any
forward-looking statements or risk factors included herein, whether as a
result
of new information, future events, changes in assumptions or
otherwise.
Recent
Events
On
November 27, 2007, we entered into a patent licensing agreement (the “Patent
Licensing Agreement”) with Cherry Tankers Ltd., our Israeli subsidiary (the
“Subsidiary”). The Patent Licensing Agreement grants us an irrevocable,
non-transferable, perpetual right and license to make use of certain technology
and products in the orthopedic shoe soles field (the “Technology”) for the sole
purpose of manufacturing, marketing, distributing and selling the products
based
on the Technology, on a worldwide basis, except in Israel. Under the
Patent Licensing Agreement, we are entitled to sub-license the Technology
to
third-party strategic partners if agreed upon by both parties in advance.
The Subsidiary retains all rights, title, and interest in and to the
Technology, including the design of the products, copyrights, trademarks,
and
trade secrets. In consideration for the Technology, the Company was
obligated to pay development fees to the Subsidiary in installments totaling
$150,000. The first installment of $20,000 was due on February 1, 2008.
On February 1, 2008, we amended the agreement with the Subsidiary to
reschedule the installment due dates. The first installment payment of
development fees was due on July 15, 2008. On that date, the Company did
not make the installment payment, and was in default on the Patent Licensing
Agreement. As of July 24, 2008, the Company and its Subsidiary have not
determined the outcome of the default, the potential for the revision of
the
installment payment schedule, or the terms related to the possible cancellation
of the Patent Licensing Agreement. The Company may choose to seek other business
opportunities rather than reschedule the installment payments under the Patent
Licensing Agreement.
Plan
of Operation
We
intend to continue to refine the technology we have licensed.
Our
license grants us worldwide marketing rights to the technology (except in
Israel) while allowing us to develop the technology further. Currently, our
technology employs an algorithm to measure a person’s center of gravity. We
intend to refine the measurement of this algorithm to better focus the center
of
gravity.
Create
an attractive design for our footwear
We
plan
to have footwear designs in both men’s and women’s models, but to date we have
designed only a simple unisex model. We are in discussions to hire shoe
designers in Israel and we are currently researching the coloring and styling
of
our shoes.
We
are searching for a manufacturer for our shoes.
We
have
held discussions with footwear manufacturers in Israel to reach an agreement
by
which they would manufacture our footwear. We hope to reach an agreement
with an
orthopedic shoe manufacturer in mid-2008.
Actively
seek strategic partners for the marketing of the device
Because
our products require a pedometer at the sales location, we are in discussions
with the largest manufacturer of pedometers in Israel about installing our
algorithm in its pedometers. The manufacturer’s products are currently installed
in over 5,000 locations in the United States.
Establish
a reputation and credibility in medical field in the major target
markets.
Our
President, a renowned spinal surgeon, has been in discussions with his
professional counterparts in Israel and the United States in order to further
academic research into the benefits our footwear.
Additional
Capital Formation Activities
On
December 9, 2007, we raised $225,000 by selling 1,125,000 shares of our common
stock to two investors in a transaction that was exempt from registration
pursuant to the exemption from the registration requirements of the Securities
Act provided by Regulation S. We anticipate that the monies we have raised
will
be used to finalize shoe production in Israel, allowing the Company to begin
marketing the product in the United States, and to pay some of the expenses
listed below.
Despite
this, we still do not have sufficient resources to effectuate our business.
As
of May 14, 2008, we had approximately $95,779 in cash. We expect to incur
a
minimum of $371,000 in expenses during the next twelve months of operations.
We
estimate that this will be comprised of the following expenses:
Category
|
|
Planned
Expenditures Over The Next 12 Months (US$)
|
|
Legal
and Accounting Fees
|
|
$
|
50,000
|
|
Advertising
|
|
|
30,000
|
|
Marketing
Materials
|
|
|
15,000
|
|
Travel
Expenses
|
|
|
36,000
|
|
Shoe
Design Expenses
|
|
|
10,000
|
|
Office
Expenses
|
|
|
30,000
|
|
Development
/ Licensing
|
|
|
150,000
|
|
Professional
Fees
|
|
|
50,000
|
|
TOTAL
|
|
$
|
371,000
|
|
Additionally,
$50,000 will be needed for general working capital.
Accordingly,
we will have to raise the funds to pay for these expenses. We may have to
borrow
money from our officers or issue debt or equity securities or seek to enter
into
a strategic arrangement with a third party. There can be no assurance that
additional capital will be available to us. We currently have no agreements,
arrangements or understandings with any person to obtain funds through bank
loans, lines of credit or any other sources. Unless we are able to make
arrangements to raise additional funds, our inability to raise funds will
have a
severe negative impact on our ability to remain a viable company.
Going
Concern Consideration
Our
registered independent auditors included an explanatory paragraph in their
report on our consolidated financial statements as of and for the
period ended December 31, 2007, regarding concerns about our ability to continue
as a going concern. Our interim consolidated financial statements included
herein contain additional note disclosures describing the circumstances that
lead to this disclosure.
Off-Balance
Sheet Arrangements
We
have
no off-balance sheet arrangements.
Evaluation
of Disclosure Controls and Procedures
Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within
the
time periods specified in the rules and forms of the United States Securities
and Exchange Commission. Our principal executive officer and principal financial
officer have reviewed the effectiveness of our “disclosure controls and
procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c)
and 15d-14(c)) as of the end of the period covered by this report and have
concluded that the disclosure controls and procedures are effective to ensure
that material information relating to the Company is recorded, processed,
summarized, and reported in a timely manner. There were no significant changes
in our internal controls or in other factors that could significantly affect
these controls subsequent to the last day they were evaluated by our principal
executive officer and principal financial officer.
Changes
in Internal Controls
There
have been no changes in the Company's internal control over financial reporting
during the last quarterly period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
OTHER
INFORMATION
There
are
no pending legal proceedings to which the Company is a party or in which
any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s property is not the subject of any pending
legal proceedings.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
None.
Item
3. Defaults upon Senior Securities
None.
Item
4. Submission of Mattes to a Vote of Security Holders
There
was
no matter submitted to a vote of security holders during the fiscal quarter
ended March 31, 2008.
Item
5. Other Information
None.
Item
6. Exhibits
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
*10.4
|
|
Amendment
to Licensing Agreement between Cherry Tankers Inc. and Cherry Tankers
Ltd.
|
|
|
|
31.1
|
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
*
Filed
previously
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this quarterly report on Form 10-Q to be signed on its behalf
by the
undersigned thereunto duly authorized.
|
|
|
|
CHERRY
TANKERS,
INC. |
|
|
|
Date: July
27, 2008 |
By: |
/s/ Reuven
Gepstein |
|
Name:
Reuven Gepstein |
|
Title:
President, Chief Executive Officer, and
Director
(Principal Executive Officer)
|
|
|
|
Date: July
27, 2008 |
By: |
/s/
Yael
Alush |
|
Name:
Yael Alush |
|
Title:
Secretary, Treasurer and Director
(Principal
Financial and Accounting
Officer)
|