Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended June 30, 2009
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 9, 2009, 13,705,000 shares of Common Stock, par value $0.0001 per share,
were outstanding.
Table of
Contents
Item
|
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 |
|
|
|
|
|
|
|
Item
4T
|
Controls
and Procedures
|
|
|
4 |
|
|
|
|
|
|
|
PART
II - OTHER INFORMATION
|
|
|
5 |
|
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
|
|
|
6 |
|
Exhibit
Index
|
|
|
|
|
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
INDEX
TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2009, AND 2008
(Unaudited)
|
|
|
|
Consolidated
Balance Sheets as of June 30, 2009, and December 31, 2008
|
F-2
|
|
|
Consolidated
Statements of Operations for the Three and Six Months
Ended
|
|
June
30, 2009, and 2008, and Cumulative from Inception
|
F-3
|
|
|
Consolidated
Statements of Cash Flows for the Six Months Ended
|
|
June
30, 2009, and 2008, and Cumulative from Inception
|
F-4
|
|
|
Notes
to Interim Consolidated Financial Statements June 30, 2009, and
2008
|
F-5
|
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
BALANCE SHEETS (NOTE 2)
AS
OF JUNE 30, 2009, AND DECEMBER 31, 2008
(Unaudited)
|
|
June
30,
|
|
|
December
31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
Cash
in bank
|
|
$ |
4,939 |
|
|
$ |
377 |
|
Total
current assets
|
|
|
4,939 |
|
|
|
377 |
|
Total
Assets
|
|
$ |
4,939 |
|
|
$ |
377 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable - Trade
|
|
$ |
4,349 |
|
|
$ |
2,439 |
|
Accrued
liabilities
|
|
|
4,000 |
|
|
|
8,910 |
|
Due
to related party - Stockholder
|
|
|
29,759 |
|
|
|
1,851 |
|
Total
current liabilities
|
|
|
38,108 |
|
|
|
13,200 |
|
Total
liabilities
|
|
|
38,108 |
|
|
|
13,200 |
|
Commitments
and Contingencies
|
|
|
|
|
|
|
|
|
Stockholders'
(Deficit):
|
|
|
|
|
|
|
|
|
Common
stock, par value $0.0001 per share, 100,000,000 shares authorized;
13,705,000 shares issued and outstanding
|
|
|
1,370 |
|
|
|
1,370 |
|
Additional
paid-in capital
|
|
|
274,688 |
|
|
|
274,688 |
|
(Deficit)
accumulated during the development stage
|
|
|
(309,227 |
) |
|
|
(288,881 |
) |
Total
stockholders' (deficit)
|
|
|
(33,169 |
) |
|
|
(12,823 |
) |
Total
Liabilities and Stockholders' (Deficit)
|
|
$ |
4,939 |
|
|
$ |
377 |
|
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 AND SIX MONTHS ENDED JUNE 30, 2009, AND 2008, AND
CUMULATIVE
FROM INCEPTION (MARCH 30, 2007) THROUGH JUNE 30, 2009
(Unaudited)
|
|
Three
Months Ended
|
|
|
Six
Months Ended
|
|
|
Cumulative
|
|
|
|
June
30,
|
|
|
June
30,
|
|
|
from
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
Inception
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting
fees
|
|
|
- |
|
|
|
6,000 |
|
|
|
- |
|
|
|
65,764 |
|
|
|
155,134 |
|
Accounting
and audit fees
|
|
|
4,250 |
|
|
|
4,250 |
|
|
|
9,250 |
|
|
|
14,127 |
|
|
|
56,877 |
|
Legal
fees
|
|
|
350 |
|
|
|
930 |
|
|
|
5,285 |
|
|
|
9,974 |
|
|
|
41,430 |
|
Transfer
agent fees
|
|
|
300 |
|
|
|
300 |
|
|
|
600 |
|
|
|
17,608 |
|
|
|
18,898 |
|
Other
professional fees
|
|
|
799 |
|
|
|
719 |
|
|
|
4,873 |
|
|
|
8,141 |
|
|
|
16,999 |
|
Other
|
|
|
235 |
|
|
|
360 |
|
|
|
338 |
|
|
|
3,593 |
|
|
|
14,160 |
|
Travel
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
6,438 |
|
|
|
5,236 |
|
Legal
- Incorporation fees
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
493 |
|
Total
general and administrative expenses
|
|
|
5,934 |
|
|
|
12,559 |
|
|
|
20,346 |
|
|
|
125,645 |
|
|
|
309,227 |
|
(Loss)
from Operations
|
|
|
(5,934 |
) |
|
|
(12,559 |
) |
|
|
(20,346 |
) |
|
|
(125,645 |
) |
|
|
(309,227 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Income (Expense)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for Income Taxes
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Net
(Loss)
|
|
$ |
(5,934 |
) |
|
$ |
(12,559 |
) |
|
$ |
(20,346 |
) |
|
$ |
(125,645 |
) |
|
$ |
(309,227 |
) |
(Loss)
Per Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)
per common share - Basic and Diluted
|
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.01 |
) |
|
|
|
|
Weighted
Average Number of Common Shares Outstanding - Basic and
Diluted
|
|
|
13,705,000 |
|
|
|
13,705,000 |
|
|
|
13,705,000 |
|
|
|
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 SIX MONTHS ENDED JUNE 30, 2009, AND 2008, AND
CUMULATIVE
FROM INCEPTION (MARCH 30, 2007) THROUGH JUNE 30, 2009
(Unaudited)
|
|
Six
Months Ended
|
|
|
Cumulative
|
|
|
|
June
30,
|
|
|
From
|
|
|
|
2009
|
|
|
2008
|
|
|
Inception
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Activities:
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
$ |
(20,346 |
) |
|
$ |
(125,645 |
) |
|
$ |
(309,227 |
) |
Adjustments
to reconcile net (loss) to net cash (used in) operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes
in assets and liabilities-
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable - Trade
|
|
|
1,910 |
|
|
|
(3,739 |
) |
|
|
4,349 |
|
Accrued
liabilities
|
|
|
(4,910 |
) |
|
|
(29,240 |
) |
|
|
4,000 |
|
Net
Cash (Used in) Operating Activities
|
|
|
(23,346 |
) |
|
|
(158,624 |
) |
|
|
(300,878 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing
activities
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Net
Cash (Used in) Investing Activities
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Financing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan
from stockholder
|
|
|
27,908 |
|
|
|
450 |
|
|
|
30,209 |
|
Repayment
of loan from stockholder
|
|
|
- |
|
|
|
(450 |
) |
|
|
(450 |
) |
Issuance
of common stock for cash
|
|
|
- |
|
|
|
- |
|
|
|
276,058 |
|
Net
Cash Provided by Financing Activities
|
|
|
27,908 |
|
|
|
- |
|
|
|
305,817 |
|
Net
(Decrease) Increase in Cash
|
|
|
4,562 |
|
|
|
(158,624 |
) |
|
|
4,939 |
|
Cash
- Beginning of Period
|
|
|
377 |
|
|
|
244,109 |
|
|
|
- |
|
Cash
- End of Period
|
|
$ |
4,939 |
|
|
$ |
85,485 |
|
|
$ |
4,939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
JUNE
30, 2009 AND 2008
(Unaudited)
1. Summary
of Significant Accounting Policies
Basis
of Presentation and Organization
Cherry
Tankers Inc. (“Cherry Tankers” or 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
business plan of Cherry Tankers was to manufacture, market, and distribute
orthopedic shoes based on licensed patented technology. On May
17, 2009, the Company canceled its technology license and left the shoe
business. The accompanying consolidated financial statements of
Cherry Tankers and its wholly owned subsidiary were prepared from the accounts
of the entities under the accrual basis of accounting.
In April
2007, Cherry Tankers commenced a capital formation activity through a Private
Placement Offering (the “PPO #1”), exempt from registration under the Securities
Act of 1933, to raise up to $1,058 through the issuance of 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 PPO #1 and received proceeds of $1,000. The remaining $58
was received as of December 31, 2007.
On
November 27, 2007, Cherry Tankers 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. Cherry Tankers currently owns
all of the 10,000 shares of capital stock issued and outstanding; each share
valued at 0.01 New Israeli Shekels.
In
addition, in July 2007, the Company began a second capital formation activity
through a Private Placement Offering (“PPO #2”), 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, Cherry
Tankers had received $50,000 in proceeds from PPO #2 and closed the
offering. In December 2007, Cherry Tankers also submitted a
Registration Statement on Form SB-2 to the Securities and Exchange
Commission (“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 became 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. On
February 25, 2009, the Company’s post-effective amendment to its form SB-2, on
Form S-1, became effective.
In
December 2007, Cherry Tankers commenced a third capital formation activity
through a Private Placement Offering (“PPO #3”), exempt from registration under
the Securities Act of 1933, to raise up to $225,000 through the issuance of
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.
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2009 AND 2008
(Unaudited)
Unaudited Interim Financial
Statements
The
interim financial statements of Cherry Tankers as of June 30, 2009, and December
31, 2008, and for the three and six months ended June 30, 2009, and 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 financial
position of the Company as of June 30, 2009, and December 31, 2008, and the
results of its operations and its cash flows for the three and six months ended
June 30, 2009, and 2008, and cumulative from inception. These results
are not necessarily indicative of the results expected for the calendar year
ending December 31, 2009. 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 the Company’s audited financial statements as of December 31, 2008, filed
with the SEC for additional information, including significant accounting
policies.
Principles
of Consolidation
The
accompanying consolidated financial statements include the accounts of Cherry
Tankers and its wholly owned subsidiary, Cherry Tankers Ltd.
(“Subsidiary”). 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
Cherry
Tankers is in the development stage and has yet to realize revenues from
operations. At the time the Company commences 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 as of June 30, 2009, and December 31, 2008.
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2009 AND 2008
(Unaudited)
Income Taxes
Cherry
Tankers 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. Cherry Tankers establishes a valuation allowance based upon
the potential likelihood of realizing the deferred tax asset while 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 Federal tax laws.
Changes
in circumstances, such as Cherry Tankers 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 Cherry Tankers could realize in a
current market exchange. As of June 30, 2009, and December 31, 2008,
the carrying value of the Company’s financial instruments 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
June 30, 2009, and December 31, 2008, Cherry Tankers 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
JUNE
30, 2009 AND 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 consolidated 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
accompanying consolidated financial statements are prepared and presented 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 June 30, 2009, and December 31, 2008, and expenses for the
three and six months ended June 30, 2009, and 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 Cherry Tankers was to manufacture,
market, and distribute orthopedic shoes that will alleviate back, knee, and hip
pain resulting from walking abnormalities. On May
17, 2009, the Company canceled its licenses related to the shoe business and
exited that business. It is now seeking other business
opportunities.
During
the period from inception through June 30, 2009, Cherry Tankers 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 June 30, 2009, Cherry Tankers raised $276,058 in
proceeds from the PPO’s. Cherry Tankers 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 became effective with the SEC on January 10, 2008. No
proceeds will be received by the Company from the sale of common stock by
selling to stockholders. The Company also intends to conduct
additional capital formation activities through the issuance of its common stock
once it
determines its new field of operations and commences
operations.
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2009 AND 2008
(Unaudited)
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. Cherry Tankers 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 June 30, 2009, and December 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.
3. Common
Stock
In April
2007, the Company commenced a capital formation activity through PPO #1, exempt
from registration under the Securities Act of 1933, to raise up to $1,058
through the issuance of 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, Cherry Tankers had closed PPO #1 and
received proceeds of $1,000. The remaining $58 was received as of
December 31, 2007.
Additionally,
in July 2007, the Board of Directors of Cherry Tankers began PPO #2, 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 fully subscribed PPO #2, closed PPO #2, and received a
total of $50,000 in proceeds.
In
December 2007, Cherry Tankers commenced a capital formation activity through PPO
#3, exempt from registration under the Securities Act of 1933, to raise up to
$225,000 through the issuance of 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 PPO #3 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 became 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.
4. Income
Taxes
The
provision (benefit) for income taxes for the six months ended June 30, 2009, and
2008, are as follows (assuming a 23% effective tax rate):
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2009 AND 2008
(Unaudited)
|
|
Six
Months Ended
|
|
|
|
June
30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
Current
Tax Provision:
|
|
|
|
|
|
|
Federal
and state-
|
|
|
|
|
|
|
Taxable
income
|
|
$ |
- |
|
|
$ |
- |
|
Total
current tax provision
|
|
$ |
- |
|
|
$ |
- |
|
Deferred
Tax Provision:
|
|
|
|
|
|
|
|
|
Federal
and state-
|
|
|
|
|
|
|
|
|
Loss
carryforwards
|
|
$ |
4,679 |
|
|
$ |
28,899 |
|
Change
in valuation allowance
|
|
|
(4,679 |
) |
|
|
(28,899 |
) |
Total
deferred tax provision
|
|
$ |
- |
|
|
$ |
- |
|
The
Company had deferred income tax assets as of June 30, 2009, and December 31,
2008, as follows:
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
Loss
carryforwards
|
|
$ |
71,122 |
|
|
$ |
66,443 |
|
Less
- Valuation allowance
|
|
|
(71,122 |
) |
|
|
(66,443 |
) |
Total
net deferred tax assets
|
|
$ |
- |
|
|
$ |
- |
|
As of
June 30, 2009, and December 31, 2008, Cherry Tankers had approximately $309,227,
and $288,881, respectively, in tax loss carryforwards that can be utilized in
future periods to reduce taxable income, and expire in various periods over the
next twenty years.
The
Company provided a valuation allowance equal to the deferred income tax assets
for the three and six months ended June 30, 2009, and 2008, because it is not
presently known whether future taxable income will be sufficient to utilize the
loss carryforwards.
5. Patent
Licensing Agreement
On
November 27, 2007, Cherry Tankers entered into a patent licensing agreement (the
“Patent Licensing Agreement”) with its Subsidiary. The Patent
Licensing Agreement granted 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
was entitled to sub-License the Technology to third-party strategic partners if
agreed upon by both parties in advance. The Subsidiary retained 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 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
JUNE
30, 2009 AND 2008
(Unaudited)
On May
17, 2009, the Company and its Subsidiary terminated Patent Licensing Agreement
#1. As part of the termination, the Company ceased manufacturing,
promoting, distributions, sales, and marketing of the License and returned all
License information to its Subsidiary. The Company and its Subsidiary
waived any claim that they may have against the other.
On
January 11, 2009, Elya Orthopedics (“Elya”), a sole proprietorship owned by an
officer, Director, and stockholder of Cherry Tankers, entered into a patent
licensing agreement (the “Patent License Agreement #2”) with the Company’s
Subsidiary. The Patent Licensing Agreement #2 granted to Elya an
irrevocable, non-transferable, renewable right, and license to make use of
certain technology and products in the Orthopedic Shoe Soles field (the
“Technology #2”) for the sole purpose of manufacturing, marketing, distributing,
and selling the products based on the Technology in Israel. Elya was
entitled to sub-License the Technology to third-party strategic partners if
agreed upon by both parties in advance. The Subsidiary retained 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, Elya was obligated to pay royalties due each
calendar quarter based on 4% of Net Revenues.
On May
17, 2009, the Subsidiary
and Elya terminated Patent Licensing Agreement #2. As part of the
termination, Elya ceased manufacturing, promoting, distributions, sales, and
marketing of the License and returned all License information to the Company’s
Subsidiary. The Subsidiary
and Elya waived any claim that they may have against the other.
6. Commitment
and Contingencies
As
discussed in Note 5, on November 27, 2007, the Company entered into a Patent
Licensing Agreement with its Subsidiary. The Patent Licensing
Agreement granted the Company an irrevocable, non-transferable, perpetual right,
and license to make use of the Technology in the Orthopedic Shoe Soles field 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 was entitled to sub-License the Technology to
third-party strategic partners if agreed upon by both parties in
advance. The Subsidiary retained 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.
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2009 AND 2008
(Unaudited)
The first
development fee installment of $20,000 was due on February 1,
2008. On February 1, 2008, the Company and Subsidiary amended the
Patent Licensing Agreement to rescheduling the installment due dates with the
first development fee installment payment of $20,000 due on July 15,
2008. On July 15, 2008, the Company did not make the first
development fee installment payment, and was in default on the Patent Licensing
Agreement. On September 15, 2008, and November 15, 2008,
respectively, the Company did not make the second or third
development fee installment payments of $50,000 each, and remained in default on
the Patent Licensing Agreement.
On
December 23, 2008, the Company and Subsidiary amended the Patent Licensing
Agreement to reschedule the installment payments and due dates as
follows:
Installment
#1 April 15, 2009
|
|
$ |
50,000 |
|
Installment
#2 July 15, 2009
|
|
|
100,000 |
|
|
|
$ |
150,000 |
|
The
Company was also obligated to pay the Subsidiary royalties in the amount of 4%
of Net Revenues. This amount was due on the fifth business day
following the end of each calendar quarter.
On May
17, 2009, the Company and its Subsidiary terminated Patent Licensing
Agreement. As part of the termination, the Company ceased
manufacturing, promoting, distributions, sales, and marketing of the License and
returned all License information to its Subsidiary. The Company and
its Subsidiary waived any claim that they may have against the
other.
7. Change
in Management
On
November 22, 2007, the existing President, Secretary, Treasurer, Chief Executive
Officer, and Director notified Cherry Tankers 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.
8. Related
Party Transactions
During
the year ended December 31, 2007, the Subsidiary purchased the right, title, and
interest of the Technology discussed in Note 5 for $1 from a stockholder of the
Company.
During
the year ended December 31, 2008, a stockholder loaned Cherry Tankers
$2,301. As of December 31, 2008, the Company repaid $450 of this
amount. The loan from the stockholder is unsecured, noninterest
bearing, and has no terms for repayment.
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2009 AND 2008
(Unaudited)
On
January 12, 2009, a stockholder loaned the Company $11,000 to pay for legal and
accounting fees. The loan from the stockholder is unsecured,
noninterest bearing, and was due in one payment on June 30, 2009, with a default
date of April 15, 2009. On April 15, 2009, the stockholder extended
the payment date for an additional 90 days from the due date.
During
2009, this stockholder continued to loan the Company money to pay for
professional fees. These loans had the same terms as the initial
loan. As of June 30, 2009, the Company owed this stockholder a total
of $29,759. On July 2, 2009, the stockholder extended the due
date on all
loans made by him to December 31, 2009.
On July
10, 2009, the stockholder loaned the Company $1,500, which is subject to the
same terms and conditions as the previous loans, and which is due in one payment
on December 31, 2009.
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 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 applied only to entire instruments – 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.
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2009 AND 2008
(Unaudited)
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 purchase 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 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
management of Cherry Tankers does not expect the adoption of this pronouncement
to have a material impact on its financial statements.
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 its 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 Cherry Tankers 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 No.
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
JUNE
30, 2009 AND 2008
(Unaudited)
|
●
|
Disclosure
of the objectives for using derivative instruments 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
|
|
●
|
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 Cherry Tankers 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.
|
On May
26, 2008, the FASB issued FASB Statement No. 163, “Accounting for Financial Guarantee
Insurance Contracts” (“SFAS No. 163”). SFAS No. 163 clarifies
how FASB Statement No. 60, “Accounting and Reporting by
Insurance Enterprises” (“SFAS No. 60”), applies to financial guarantee
insurance contracts issued by insurance enterprises including the recognition
and measurement of premium revenue and claim liabilities. It also
requires expanded disclosures about financial guarantee insurance
contracts.
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2009 AND 2008
(Unaudited)
The
accounting and disclosure requirements of SFAS No. 163 are intended to improve
the comparability and quality of information provided to users of financial
statements by creating consistency. Diversity exists in practice in
accounting for financial guarantee insurance contracts by insurance enterprises
under SFAS No. 60, “Accounting
and Reporting by Insurance Enterprises.” That diversity
results in inconsistencies in the recognition and measurement of claim
liabilities because of differing views about when a loss has been incurred under
FASB Statement No. 5, “Accounting for Contingencies”
(“SFAS No. 5”). SFAS No. 163 requires that an insurance enterprise
recognize a claim liability prior to an event of default when there is evidence
that credit deterioration has occurred in an insured financial
obligation. It also requires disclosure about (a) the risk-management
activities used by an insurance enterprise to evaluate credit deterioration in
its insured financial obligations and (b) the insurance enterprise’s
surveillance or watch list.
SFAS No.
163 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and all interim periods within those fiscal years
except for disclosures about the insurance enterprise’s risk-management
activities. Disclosures about the insurance enterprise’s
risk-management activities are effective the first period beginning after
issuance of SFAS No. 163. Except for those disclosures, earlier
application is not permitted. The management of the Company does not
expect the adoption of this pronouncement to have material impact on its
financial statements.
On May
22, 2009, the FASB issued FASB Statement No. 164, “Not-for-Profit Entities: Mergers and
Acquisitions” (“SFAS No. 164”). Statement 164 is intended to
improve the relevance, representational faithfulness, and comparability of the
information that a not-for-profit entity provides in its financial reports about
a combination with one or more other not-for-profit entities, businesses, or
nonprofit activities. To accomplish that, this Statement establishes
principles and requirements for how a not-for-profit entity:
|
a.
|
Determines
whether a combination is a merger for an
acquisition.
|
|
b.
|
Applies
the carryover method in accounting for a
merger.
|
|
c.
|
Applies
the acquisition method in accounting for an acquisition, including
determining which of the combining entities is the
acquirer.
|
|
d.
|
Determines
what information to disclose to enable users of financial statements to
evaluate the nature and financial effects of a merger or an
acquisition.
|
This
Statement also improves the information a not-for-profit entity provides about
goodwill and other intangible assets after an acquisition by amending FASB
Statement No. 142, Goodwill
and Other Intangible Assets, to make it fully applicable to
not-for-profit entities.
Statement
164 is effective for mergers occurring on or after December 15, 2009, and
acquisitions for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2009. Early application is prohibited. Management of
Cherry Tankers does not expect the adoption of this pronouncement to have
material impact on its financial statements.
CHERRY
TANKERS INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2009 AND 2008
(Unaudited)
On May
28, 2009, the FASB issued FASB Statement No. 165, “Subsequent Events” (“SFAS No.
165”). Statement 165 establishes general standards of accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be
issued. Specifically, Statement 165 provides:
|
1.
|
The
period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential
recognition or disclosure in the financial
statements.
|
|
2.
|
The
circumstances under which an entity should recognize events or
transactions occurring after the balance sheet date in its financial
statements.
|
|
3.
|
The
disclosures that an entity should make about events or transactions that
occurred after the balance sheet
date.
|
In
accordance with this Statement, an entity should apply the requirements to
interim or annual financial periods ending after June 15,
2009. Management of Cherry Tankers does not expect the adoption of
this pronouncement to have material impact on its financial
statements.
10. Subsequent
Events
On July
2, 2009, a stockholder extended the payment date of the $29,759 loans to the
Company to December 31, 2009.
On July
10, 2009, the stockholder loaned the Company $1,500, which is subject to the
same terms and conditions as the previous loans, and which is due in one payment
on December 31, 2009.
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-K for the year ended December 31, 2008 and our
quarterly report on Form 10-Q for the period ended June 30, 2009.
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, as amended by the Post-Effective
Amendment filed with the Securities and Exchange Commission on February 25,
2009. 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, we were 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, we did not make the installment
payment, and we were in default on the Patent Licensing Agreement. On September 15, 2008, we did
not make the second development fee installment payment, and we were in default
on the Patent Licensing Agreement. On November 15, 2008, we did not make
the third development fee installment payment, and we were in default on the
Patent Licensing Agreement. On December 23, 2008, we amended the Patent
Licensing Agreement with our Subsidiary to reschedule the due dates of the
installment payments to April 15, 2009 ($50,000) and July 15, 2009 ($100,000).
As part of the same amendment, we also granted the Subsidiary the right to
sublicense our technology in the Israeli market only.
On April 15, 2009, we did not
make the first development fee installment payment under the amended Patent
Licensing Agreement. On May 17, 2009 we terminated the Patent Licensing
Agreement with the Subsidiary by mutual consent. As part of the termination, we
ceased manufacturing, promoting, distribution, sales and marketing of the
License, and returned all License Information to the Subsidiary. We
and the Subsidiary waived any claims we may have against each
other.
On January 11, 2009, the
Subsidiary granted a renewable,
non-transferable,
sub-licensable license to make use of our technology for the sole purpose of
manufacturing, marketing, distributing and selling the shoes and otherwise
exploiting our technology in Israel to Elya Orthopedics (“Elya”). Elya is a sole
proprietorship owned by Yael Alush, our Secretary, Treasurer and Director. On May
17, 2009, the Subsidiary and Elya terminated the license by mutual consent.
The
Subsidiary and Elya waived any claims that they may have against each
other.
We are looking at other
business opportunities, including seeking an acquirer.
Plan
of Operation
We
are seeking other opportunities.
We are
seeking other business opportunities to maximize value for our
shareholders.
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.
During
the year ended December 31, 2008, a stockholder loaned Cherry Tankers $2,301. As
of December 31, 2008, the Company repaid $450 of this amount. The loan from the
stockholder is unsecured, non-interest bearing, and has no terms for
repayment.
On
January 12, 2009, a stockholder loaned the Company $11,000 to pay for legal and
accounting fees. The loan from the stockholder is unsecured, non-interest
bearing, and was due in one payment on March 31, 2009, with a default date of
April 15, 2009. On April 15, 2009, the stockholder extended the payment date for
an additional 90 days from the due date. On July 2, 2009, the stockholder
extended the payment date until December 31, 2009.
During 2009, this stockholder
continued to loan money to us to pay for professional fees, printing fees, and
transfer agent fees. These loans had the same terms as the initial loan. As of
June 30, 2009, we owed this stockholder a total of $29,759. On July 2, 2009, the
stockholder extended the due date for all the loans to December 31, 2009
On July
10, 2009, the stockholder loaned us an additional $1,500, which is subject to
the same terms and conditions as the previous loans, and which is due in one
payment on December 31, 2009.
Despite
this, we still do not have sufficient resources to effectuate our business. As
of June 30, 2009, we had approximately $4,939 in cash. We expect to incur a
minimum of $52,000 in expenses during the next twelve months of operations. We
estimate that this will be comprised of the following
expenses:
Category
|
|
Planned Expenditures Over The Next 12
Months (US$)
|
|
|
|
|
|
|
Legal
and Accounting Fees
|
|
$ |
36,000 |
|
Marketing
Costs
|
|
|
4,000 |
|
Operating
Costs
|
|
|
10,000 |
|
Miscellaneous
|
|
|
2,000 |
|
TOTAL
|
|
$ |
52,000 |
|
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.
We are
still pursuing this plan but to date we have not been able to raise additional
funds through either debt or equity offerings. Without this additional cash we
have been unable to pursue our plan of operations and commence generating
revenue. We believe that we may not be able to raise the necessary funds to
continue to pursue our business operations. As a result of the foregoing, we are
exploring our options regarding the development of a new business plan and
direction. At this stage, no definitive decisions have been made.
Going
Concern Consideration
Our
registered independent auditors included an explanatory paragraph in their
report on our audited consolidated financial statements as of December
31, 2008 regarding concerns about our ability to continue as a going
concern. Our consolidated financial statements as of June 30, 2009 contain
additional note disclosures describing the circumstances that lead to this
disclosure by our registered independent auditors.
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements.
Item
4T. Controls and Procedures
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.
PART
II
OTHER
INFORMATION
Item
1. Legal Proceedings
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 June 30, 2009.
Item
5. Other Information
None.
Item
6. Exhibits
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
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
|
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
13, 2009
|
By:
|
/s/ Reuven
Gepstein
|
|
|
Name:
Reuven Gepstein
Title:
President, Chief Executive Officer, and Director (Principal Executive
Officer)
|
|
|
Date: July
13, 2009
|
By: /s/
Yael Alush
|
|
Name:
Yael Alush
Title:
Secretary, Treasurer and Director (Principal Financial and Accounting
Officer)
|