UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
April 30, 2011
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________ to
____________________
Commission File Number
333-153574
BAKHU HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Nevada
|
26-2608821
|
(State or other jurisdiction of incorporation or
organization)
|
(IRS Employer Identification No.)
|
|
|
1300 Boblett Street, Unit A254, Blaine, Washington
|
98230
|
(Address of principal executive offices)
|
(Zip Code)
|
1-800-870-1242
(Registrants telephone number,
including area code)
N/A
(Former name, former address and
former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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.
[X] YES
[ ] NO
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
[ ] YES [ ] NO
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ]
|
|
Accelerated
filer [
]
|
Non-accelerated filer [ ]
|
(Do not check if a smaller reporting company)
|
Smaller reporting company [X]
|
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act.
[X]
YES [ ] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
[ ]
YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.
45,000,000
common shares issued and outstanding as of June 13, 2011
1
PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited interim financial statements for the three and
nine month periods ended April 30, 2011 form part of this quarterly report. They
are stated in United States Dollars (US$) and are prepared in accordance with
United States generally accepted accounting principles.
2
Bakhu
Holdings
-
Q3
Fiscal
2011
ASSETS
|
|
|
|
|
|
|
|
|
April 30, 2011
|
|
|
July 31, 2010
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
Current Assets
|
|
|
|
|
|
|
Cash
|
$
|
0
|
|
$
|
0
|
|
Total Assets
|
$
|
0
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & STOCKHOLDERS EQUITY
(DEFICIT)
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
Loans from Directors
|
$
|
36,442
|
|
$
|
24,142
|
|
Total Current Liabilities
|
|
36,442
|
|
|
24,142
|
|
|
|
|
|
|
|
|
Stockholders' Equity (deficit)
|
|
|
|
|
|
|
Common stock,
$0.001 par value, 150,000,000 shares
authorized
45,000,000 (2010) and
75,000,000 (2009)
Shares issued &
outstanding
|
|
45,000
|
|
|
45,000
|
|
Additional paid in-capital
|
|
2,000
|
|
|
2,000
|
|
Defect accumulated during the
development stage
|
|
(83,442
|
)
|
|
(71,142
|
)
|
|
|
|
|
|
|
|
Total stockholders' equity (deficit)
|
|
(36,442
|
)
|
|
(24,142
|
)
|
|
|
|
|
|
|
|
Total liabilities & stockholders'
equity (deficit)
|
$
|
0
|
|
$
|
0
|
|
The accompanying notes are an integral part of these
financial statements.
3
Bakhu
Holdings
-
Q3
Fiscal
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 Months Ended
|
|
|
3 Months Ended
|
|
|
9 Months Ended
|
|
|
9 Months Ended
|
|
|
From Inception on
|
|
|
|
April 30, 2011
|
|
|
April 30, 2010
|
|
|
April 30, 2011
|
|
|
April 30, 2010
|
|
|
April 24, 2008 to
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
April 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
Revenue
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General & Administrative
|
$
|
3,156
|
|
$
|
2,427
|
|
$
|
12,299
|
|
$
|
24,729
|
|
$
|
83,442
|
|
Net (loss) from Operations before Taxes
|
$
|
(3,156
|
)
|
$
|
(2,427
|
)
|
$
|
(12,299
|
)
|
$
|
(24,729
|
)
|
$
|
(83,442
|
)
|
Provision for Income Taxes
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
$
|
-
|
|
Net (loss)
|
$
|
(3,156
|
)
|
$
|
(2,427
|
)
|
$
|
(12,299
|
)
|
$
|
(24,729
|
)
|
$
|
(83,442
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) per common share -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic & diluted
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Number of
Common Shares
Outstanding
|
|
45,000,000
|
|
|
45,000,000
|
|
|
45,000,000
|
|
|
45,000,000
|
|
|
|
|
The accompanying notes are an integral part of these
financial statements.
4
Bakhu
Holdings
-
Q3
Fiscal
2011
|
|
|
|
|
|
|
|
|
|
|
|
9
Months Ended
|
|
|
9
Months Ended
|
|
|
From
Inception on
|
|
|
|
April 30, 2011
|
|
|
April 30, 2010
|
|
|
April 24, 2008 to
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
April 30, 2011
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Operating Activities
|
|
|
|
|
|
|
|
|
|
Net (loss)
|
$
|
(12,299
|
)
|
$
|
(22,302
|
)
|
$
|
(83,442
|
)
|
Net Cash (used) for operating
activities
|
$
|
(12,299
|
)
|
$
|
(22,302
|
)
|
$
|
(83,442
|
)
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
Loans from Directors
|
$
|
12,298
|
|
$
|
8,419
|
|
$
|
36,442
|
|
Sale of common stock
|
|
|
|
$
|
-
|
|
$
|
47,000
|
|
Net cash provided by financing activities
|
$
|
12,298
|
|
$
|
8,419
|
|
$
|
83,442
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash & equivalents
|
$
|
(0
|
)
|
$
|
(13,883
|
)
|
$
|
(0
|
)
|
Cash & equivalents at beginning of the
period
|
$
|
-
|
|
$
|
13,883
|
|
$
|
-
|
|
Cash & equivalents at end of the period
|
$
|
(0
|
)
|
$
|
-
|
|
$
|
(0
|
)
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information
|
|
|
|
|
|
|
|
|
|
Cash paid for:
|
|
|
|
|
|
|
|
|
|
Interest
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Taxes
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Non-Cash Activities
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
The accompanying notes are an integral part of these
financial statements.
5
Bakhu
Holdings
-
Q3
Fiscal
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Common
|
|
|
Amount
|
|
|
Additional Paid in
|
|
|
Deficit
|
|
|
Total
|
|
|
|
Shares (1)
|
|
|
|
|
|
Capital
|
|
|
accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
development stage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at inception on April
24, 2008
|
|
0
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Common shares issued for cash at $0.00006
|
|
75,000,000
|
|
|
75,000
|
|
|
(70,000
|
)
|
|
-
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(Loss)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(497
|
)
|
|
(497
|
)
|
Balance as of July 31,
2008
|
|
75,000,000
|
|
$
|
75,000
|
|
$
|
(70,000
|
)
|
$
|
(497
|
)
|
$
|
4,503
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares issued for cash
at $0.002
|
|
21,000,000
|
|
|
21,000
|
|
|
21,000
|
|
|
|
|
|
42,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation of common shares
|
|
(51,000,000
|
)
|
|
(51,000
|
)
|
|
51,000
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(36,063
|
)
|
|
(36,063
|
)
|
Balance as of July 31, 2009
|
|
45,000,000
|
|
$
|
45,000
|
|
$
|
2,000
|
|
$
|
(36,560
|
)
|
$
|
10,440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
|
|
|
|
|
|
|
$
|
(34,582
|
)
|
$
|
(34,582
|
)
|
Balance as of July 31,
2010
|
|
45,000,000
|
|
$
|
45,000
|
|
$
|
2,000
|
|
$
|
(71,142
|
)
|
$
|
(24,142
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)
|
|
|
|
|
|
|
|
|
|
$
|
(9,143
|
)
|
$
|
(9,143
|
)
|
Balance as of January 31, 2011
|
|
45,000,000
|
|
$
|
45,000
|
|
$
|
2,000
|
|
$
|
(80,285
|
)
|
$
|
(33,285
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
|
|
|
|
|
|
|
$
|
(3,156
|
)
|
$
|
(3,156
|
)
|
Balance as of April 30, 2011
|
|
45,000,000
|
|
$
|
45,000
|
|
$
|
2,000
|
|
$
|
(83,442
|
)
|
$
|
(36,441
|
)
|
(1) As restated for a 15 for 1 forward stock split in May
2009
The accompanying notes are an integral part of these
financial statements.
6
BAKHU HOLDINGS, CORP.
(A Development Stage
Company)
Notes to the Financial Statements
April 30, 2011
1. ORGANIZATION AND BUSINESS OPERATIONS
Planet Resources, Corp (the Company) was incorporated under
the laws of the State of Nevada, U.S. on April 24, 2008. The Company is in the
development stage as defined under ASC 915 and its efforts are primarily in
exploration and extracting of fine, extra-fine and fine-dispersed gold from
tailings or refuse of mining and processing industry (technogenic deposits). In
May 2009 the Company also began to look for other types of business to pursue
that would benefit the shareholders. In order to pursue businesses that may not
be in the mining industry the name of the Company was changed with the approval
of the Directors and Shareholders to Bakhu Holdings, Corp. on May 4, 2009. The
Company has not generated any revenue to date and consequently its operations
are subject to all risks inherent in the establishment of a new business
enterprise. For the period from inception, April 24, 2008 through April 30, 2011
the Company has accumulated losses of $83,442.
On April 14, 2010, Mr. Xinan Zeng resigned as a director and
the CEO and CFO of the Company. Mr Aidan Hwuang was appointed the CEO and CFO of
the Company on April 14, 2010
On April 14, 2010, Bakhu Holdings Corp. terminated the
Memorandum of Understanding signed with Shenzhen Xinhonglian Solar Energy Co
(SXSE) on August 4, 2009 because a satisfactory audit could not be completed
on SXSE. Bakhu Holdings Corp. will not pursue any other business dealings with
SXSE. The Company will continue to evaluate other business opportunities that
benefit shareholders.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a)
Basis of Presentation
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the United States of
America and are presented in US dollars.
b)
Going Concern
The financial statements have been prepared on a going concern
basis which assumes the Company will be able to realize its assets and discharge
its liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $83,442 as of April 30, 2011 and further losses are anticipated in the
development of its business raising substantial doubt about the Companys
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock.
7
BAKHU HOLDINGS CORP
(A Development Stage Company)
Notes To The Financial Statements
April 30, 2011
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
c)
Cash and Cash Equivalents
The Company considers all highly liquid instruments with a
maturity of three months or less at the time of issuance to be cash equivalents.
d)
Use of Estimates and Assumptions
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
e)
Foreign Currency Translation
The Company's functional currency and its reporting currency is
the United States dollar.
f)
Financial Instruments
The carrying value of the Company's financial instruments
approximates their fair value because of the short maturity of these
instruments.
g)
Stock-based Compensation
Stock-based compensation is accounted for at fair value in
accordance with ASC 718. To date, the Company has not adopted a stock option
plan and has not granted any stock options.
h)
Income Taxes
Income taxes are accounted for under the assets and liability
method. Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carry forwards. Deferred
tax assets and liabilities are measured using enacted tax rates in effect for
the year in which those temporary differences are expected to be recovered or
settled.
8
BAKHU HOLDINGS, CORP.
(A Development Stage Company)
Notes to the Financial Statements
April 30, 2011
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
i)
Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with ASC
105,"Earnings per Share". ASC 105 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement.
Basic EPS is computed by dividing net loss available to common
shareholders (numerator) by the weighted average number of shares outstanding
(denominator) during the period. Diluted EPS gives effect to all potentially
dilutive common shares outstanding during the period. Diluted EPS excludes all
potentially dilutive shares if their effect is anti-dilutive.
j)
Fiscal Periods
The Company's fiscal year end is July 31.
3. COMMON STOCK
The authorized capital of the Company is 150,000,000 common
shares with a par value of $ 0.001 per share.
In May 2008, the Company issued 75,000,000 shares of common
stock at a price of $0.001 per share for total cash proceeds of $5,000.
In November 2008 and December 2008, Company issued 21,000,000
shares of common stock at a price of $0.03 per share for total cash proceeds of
$42,000.
On May 1, 2009 the Directors and Shareholders approved the
cancellation of 51,000,000 common shares owned by Company President Alexander
Deshin and Corporate Secretary Maksim Selivanov. This left the Company with
45,000,000 common shares outstanding
On May 4, 2009 the Directors and Shareholders approved
increasing the authorized share capital of the Company from 75,000,000 to
150,000,000 common shares.
On May 4, 2009 the Directors and Shareholders approved a 15 for
1 forward split of the Company's common shares where the outstanding shares of
the Company went from 3,000,000 to 45,000,000. All share figures in the
financial statements have been restated to reflect the split.
4. INCOME TAXES
As of April 30, 2011, the Company had net operating loss carry
forwards of approximately $83,442 that may be available to reduce future years
taxable income through 2029. Future tax benefits which may arise as a result of
these losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
5. RELATED PARTY TRANSACTIONS
At April 30, 2011 the Company had related party loans
outstanding, made for working capital advances, of $36,442. The loans are
non-interest bearing, due upon demand and unsecured.
9
Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
Forward-Looking Statements
This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
"may", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors", that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. The following discussion should be read in
conjunction with our financial statements and the related notes that appear
elsewhere in this quarterly report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward
looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below and elsewhere in this
quarterly report, particularly in the section entitled "Risk Factors".
In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars and all references to
"common stock" refer to the common shares in our capital stock.
As used in this quarterly report, the terms we, us, our
and our company, mean Bakhu Holdings Corp., a Nevada corporation, unless
otherwise indicated.
Corporate History
We were incorporated pursuant to the laws of the State of
Nevada on April 24, 2008 under the name Planet Resources, Corp. Since our
incorporation, we intended to be in the business of re-processing tailings from
previous mining operations. To date we have not generated any revenues. Because
we were not successful in implementing our business plan, we considered various
alternatives to ensure the viability and solvency of our company.
On May 4, 2009, we filed a Certificate of Amendment with the
Secretary of State of Nevada, with an effective date of May 20, 2009, effecting
the following corporate changes:
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(1)
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changing our companys name to Bakhu Holdings,
Corp.;
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(2)
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increasing the authorized share capital of our company to
150,000,000 common shares, $0.001 par value; and
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(3)
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effecting a 15 for 1 forward-split of our companys
issued and outstanding common shares.
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The name change, share capital increase and forward split were
approved by a majority of our shareholders on May 4, 2009. Effective May 22,
2009, we began to trade on the Over-the-Counter Bulletin Board under our ticker
symbol BKUH, which reflects the name change and forward split.
Our address is 1300 Boblett Street, Unit A254, Blaine,
Washington, 98230. Our telephone number is 1-800-870-1242.
10
On August 4, 2009, we entered into a memorandum of
understanding with Shenzhen Xinhonglian Solar Energy Co. (SXSE) pursuant to
which SXSE would vend the shares and assets of SXSE into our company for
16,450,000 shares or a 35% interest upon the completion of successful due
diligence performed by our company.
On April 14, 2010 our company terminated the memorandum of
understanding signed with SXSE, dated August 4, 2009, because a satisfactory
audit could not be completed.
Our management is currently evaluating other potential business
opportunities that might be available to our company. Our management will begin
analyzing various alternatives available to our company to ensure our survival
and to preserve our shareholder's investment in our common shares. This analysis
will include sourcing additional forms of financing to engage in mergers and/or
acquisitions. At this stage in our operations, we believe either course is
acceptable, as our operations have not been profitable and our future prospects
for our original consulting business are not good.
Plan of Operation
We are a development stage company. We anticipate that the
acquisition of any new business opportunity by our company will require
additional financing. There can be no assurance, however, that we will be able
to acquire the financing necessary to enable us to pursue our plan of operation.
If our company requires additional financing and we are unable to acquire such
funds, our business may fail.
Even if we are able to acquire a business opportunity and
obtain the necessary funding, there is no assurance that any revenues would be
generated by us or that revenues generated would be sufficient to provide a
return to investors.
Our principal capital resources have been through the issuance
of common stock, although we may use shareholder loans, advances from related
parties, or borrowing in the future.
We anticipate that we will expend $25,000 during the
twelve-month period ending April 30, 2012. These expenditures are broken down as
follows:
Estimated Funding Required During the Twelve Month Period
Ending April 30, 2012
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Operating expenses
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Legal
fees, professional fees, management fees, office rents, etc
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$
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25,000
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Total
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$
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25,000
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At April 30, 2011, we had a cumulative working capital deficit
of $83,442. If necessary, we plan to raise additional capital required to meet
these immediate short-term needs and to meet the balance of our estimated
funding requirements for the twelve months, primarily through the private
placement of our securities.
There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, if and when it is needed, we will be forced to
scale down or perhaps even cease the operation of our business.
Capital Expenditures
We do not intend to invest in capital expenditures during the
twelve-month period ending April 30, 2012.
Purchase of Significant Equipment
Unless we acquire a new business, we do not intend to purchase
any significant equipment over the twelve months ending April 30, 2012.
11
Personnel Plan
We do not expect any material changes in the number of
employees over the next 12 month period (although we may enter into employment
or consulting agreements with our officers or directors). We do and will
continue to outsource contract employment as needed.
Results of Operations
The following summary of our results of operations should be
read in conjunction with our unaudited financial statements for the three months
ended April 30, 2011 and 2010.
Results of Operations for the Three Months Ended April 30,
2011 and 2010
Our operating results for the three months ended April 30, 2011
and 2010 are summarized as follows:
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Three Months Ended
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Three Months Ended
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April 30,
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April 30,
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2011
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2010
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Revenue
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$
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Nil
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$
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Nil
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General and Administrative Expenses
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$
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$3,156
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$
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2,427
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Net Loss
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$
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($3,156
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)
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$
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(2,427
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)
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General and Administrative Expenses
General and administrative expenses for the three months ended
April 30, 2011, increased $729.00 by 30% as compared to the comparative period
in 2010 primarily as a result of increased filing costs.
Results of Operations for the Nine Months Ended April 30,
2011 and 2010
Our operating results for the nine months ended April 30, 2011
and 2010 are summarized as follows:
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Nine Months Ended
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Nine Months Ended
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April 30,
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|
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April 30,
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2011
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2010
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Revenue
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$
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Nil
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$
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Nil
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General and Administrative Expenses
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$
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$12,299
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$
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24,729
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Net Loss
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$
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($12,299
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)
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$
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(24,729
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)
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General and Administrative Expenses
General and administrative expenses for the nine months ended
April 30, 2011, declined by 50% as compared to the comparative period in 2010
primarily as a result of the company keeping its accounts payable current.
Revenues
We have not earned any revenues since our inception and we do
not anticipate earning revenues in the near future.
Liquidity and Financial Condition
As of April 30, 2011, our total current assets were $0 and our
total current liabilities were $0 and we had a cumulative working capital
deficit of, $83,442. Our financial statements report a net loss of $3,156 for
the three months ended April 30, 2011, and a cumulative loss of $83,442 for the
period from April 24, 2008 (date of inception) to April 30, 2011.
12
We have suffered recurring losses from operations. The
continuation of our company is dependent upon our company attaining and
maintaining profitable operations and raising additional capital as needed. In
this regard we have raised additional capital through equity offerings and loan
transactions.
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Cash Flows
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Nine Months
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Nine Months
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Ended
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Ended
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April 30,
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April 30,
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2011
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2010
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Net Cash (Used in) Operating
Activities
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$
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(12,299
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)
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$
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(24,729
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)
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Net Cash Provided by (Used In) Investing
Activities
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$
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Nil
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$
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Nil
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Net Cash Provided by
Financing Activities
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$
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12,299
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$
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10,846
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Net Increase (Decrease) In Cash During The
Period
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$
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Nil
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$
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(13,883
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)
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We had cash in the amount of $0 and a working capital deficit
of $83,442 as of April 30, 2011.
Our principal sources of funds have been from sales of our
common stock.
Critical Accounting Policies
Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles used in the United
States. Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and assumptions are affected by management's
application of accounting policies. We believe that understanding the basis and
nature of the estimates and assumptions involved with the following aspects of
our consolidated financial statements is critical to an understanding of our
financials.
Basis of Presentation
The financial statements of our company have been prepared in
accordance with generally accepted accounting principles in the United States of
America and are presented in US dollars.
Going Concern
The financial statements have been prepared on a going concern
basis which assumes our company will be able to realize its assets and discharge
its liabilities in the normal course of business for the foreseeable future. Our
company has incurred losses since inception resulting in an accumulated deficit
of $83,442 as of April 30, 2011and further losses are anticipated in the
development of its business raising substantial doubt about our companys
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon our company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock.
Cash and Cash Equivalents
Our company considers all highly liquid instruments with a
maturity of three months or less at the time of issuance to be cash equivalents.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
13
Foreign Currency Translation
Our company's functional currency and its reporting currency is
the United States dollar.
Financial Instruments
The carrying value of our company's financial instruments
approximates their fair value because of the short maturity of these
instruments.
Stock-based Compensation
Stock-based compensation is accounted for at fair value in
accordance with ASC 718. To date, our company has not adopted a stock option
plan and has not granted any stock options.
Income Taxes
Income taxes are accounted for under the assets and liability
method. Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carry forwards. Deferred
tax assets and liabilities are measured using enacted tax rates in effect for
the year in which those temporary differences are expected to be recovered or
settled.
Basic and Diluted Net Loss per Share
Our company computes net loss per share in accordance with ASC
105,"Earnings per Share". ASC 105 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement.
Basic EPS is computed by dividing net loss available to common
shareholders (numerator) by the weighted average number of shares outstanding
(denominator) during the period. Diluted EPS gives effect to all potentially
dilutive common shares outstanding during the period. Diluted EPS excludes all
potentially dilutive shares if their effect is anti-dilutive.
Going Concern
We have not yet achieved profitable operations and are
dependent on our ability to raise capital from stockholders or other sources to
meet our obligations and repay our liabilities arising from normal business
operations when they become due. In their report on our audited financial
statements for the year ended July 31, 2010, our independent auditors included
an explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosure
describing the circumstances that lead to this disclosure by our independent
auditors.
Contractual Obligations
As a smaller reporting company, we are not required to
provide tabular disclosure obligations.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to stockholders.
14
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
As a smaller reporting company, we are not required to
provide the information required by this Item.
Item 4. Controls and Procedures
Managements Report on Disclosure Controls and
Procedures
We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our chief executive
officer and chief financial officer (our principal executive officer, principal
financial officer and principle accounting officer) to allow for timely
decisions regarding required disclosure.
As of the end of our quarter covered by this report, we carried
out an evaluation, under the supervision and with the participation of our chief
executive officer and chief financial officer (our principal executive officer,
principal financial officer and principle accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our chief executive officer and chief
financial officer (our principal executive officer, principal financial officer
and principle accounting officer) concluded that our disclosure controls and
procedures were effective in providing reasonable assurance in the reliability
of our reports as of the end of the period covered by this quarterly report.
Changes in Internal Control over Financial
Reporting
There have been no changes in our internal controls over
financial reporting that occurred during the quarter ended April 30, 2011 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We know of no material, active or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceedings or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder are an
adverse party or has a material interest adverse to us.
Item 1A. Risk Factors
Much of the information included in this quarterly report
includes or is based upon estimates, projections or other forward looking
statements. Such forward looking statements include any projections and
estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein.
Such estimates, projections or other forward looking
statements involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other forward looking statements.
15
Because our auditors have issued a going concern opinion,
there is substantial uncertainty we will continue activities in which case you
could lose your investment.
Our auditors have issued a going concern opinion. This means
that there is substantial doubt that we can continue as an ongoing business for
the next twelve months. As such we may have to cease activities and you could
lose your investment.
Our management is currently seeking out potential business
opportunities and there are numerous risks associated with any potential
business opportunity.
We intend to use reasonable efforts to acquire or complete
potential business opportunities that our management determines is in the best
interests of our shareholders. Such combinations will be accompanied by risks
commonly encountered in acquisitions. Failure to manage and successfully
integrate acquisitions we make could harm our business, our strategy and our
operating results in a material way.
Trading in our common shares on the OTC Bulletin Board is
limited and sporadic making it difficult for our shareholders to sell their
shares or liquidate their investments.
Our common shares are currently listed for public trading on
the OTC Bulletin Board. The trading price of our common shares has been subject
to wide fluctuations. Trading prices of our common shares may fluctuate in
response to a number of factors, many of which will be beyond our control. The
stock market has generally experienced extreme price and volume fluctuations
that have often been unrelated or disproportionate to the operating performance
of companies with no current business operation. There can be no assurance that
trading prices and price earnings ratios previously experienced by our common
shares will be matched or maintained. These broad market and industry factors
may adversely affect the market price of our common shares, regardless of our
operating performance.
In the past, following periods of volatility in the market
price of a companys securities, securities class-action litigation has often
been instituted. Such litigation, if instituted, could result in substantial
costs for us and a diversion of managements attention and resources.
Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations which may limit a stockholders
ability to buy and sell our stock.
Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock.
16
The Financial Industry Regulatory Authority, or FINRA, has
adopted sales practice requirements which may also limit a stockholder's ability
to buy and sell our stock.
In addition to the "penny stock" rules described above, FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares.
Trends, Risks and Uncertainties
We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common shares.
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. [Removed and Reserved]
Item 5. Other Information
None.
17
Item 6. Exhibits
* Filed herewith.
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
|
BAKHU HOLDINGS CORP.
|
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(Registrant)
|
|
|
|
|
Dated: June 14, 2011
|
/s/
Cho (Ray) Lun Fung
|
|
Cho (Ray) Lun Fung
|
|
Director
|
|
(Principal Executive Officer, Principal
Financial Officer
|
|
and Principal Accounting Officer)
|
19
Bakhu (PK) (USOTC:BKUH)
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De May 2024 a Jun 2024
Bakhu (PK) (USOTC:BKUH)
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De Jun 2023 a Jun 2024