UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB
[X]
Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of
1934 For the quarterly period ended September 30, 2006
[
]
Transition report under Section 13 or 15(d) of the Exchange Act For the
transition period from ___to___
SOCKEYE
SEAFOOD GROUP INC.
(Name
of
Small Business Issuer In Its Charter)
Nevada
98-0400208
(State
or
other jurisdiction (I.R.S. Employer
of
incorporation or organization Identification No.)
Suite 400 - 601 W. Broadway
Vancouver,
B.C., Canada V5Z 4C2 (604) 675-6872
(Address
of principal executive offices) (Registrant's telephone number,
including
area code)
Former
Name, Address and Fiscal Year, If Changed Since Last Report
Check
whether the issuer: (1) filed all reports required to be filed by Section
13 or
15(d) of the Exchange Act 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
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
X No
We
had a
total of 2,000,000 shares of common stock, par value $.001, issued and
outstanding at September 30, 2006.
Transitional
Small Business Disclosure Format: Yes No X
TABLE
OF CONTENTS
PART
I:
FINANCIAL INFORMATION
Item
1.
Financial
Statements.............................................................................
2
Item
2.
Management's Discussion and Analysis or Plan of Operation …….... 9
Item
3.
Controls and
Procedures.....................................................................
10
PART
II:
OTHER INFORMATION
Item
1A.
Risk Factors…………….………………11
Item
6.
Exhibits..................................................... 11
Signatures...............................................................
11
Note
Regarding Forward-Looking Statements
The
statements contained in this Form 10-QSB that are not purely historical are
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 include statements about our expectations, beliefs, intentions
or strategies for the future, which are indicated by words or phrases such
as
anticipate, expect, intend, plan, will, the Company believes, management
believes and similar words or phrases. The forward-looking statements are
based
on our current expectations and are subject to certain risks, uncertainties
and
assumptions. Our actual results could differ materially from results anticipated
in these forward-looking statements. All forward-looking statements included
in
this document are based on information available to us on the date hereof,
and
we assume no obligation to update any such forward-looking
statements.
Part
I - FINANCIAL INFORMATION
Item
1. Financial Statements
The
interim financial statements included herein are unaudited but reflect, in
management's opinion, all adjustments, consisting only of normal recurring
adjustments, that are necessary for a fair presentation of Registrant's
financial position and the results of our operations for the interim periods
presented. Because of the nature of our business, the results of operations
for
the three and nine months ended September 30, 2006 are not necessarily
indicative of the results that may be expected for the full fiscal
year.
SOCKEYE
SEAFOOD GROUP, INC.
|
(A
Development Stage Company)
|
Balance
Sheets
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
As
of
Sept.
30,
|
|
As
of
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
Current
Assets
|
|
|
|
|
|
|
Cash
|
$
|
8,596
|
$
|
10,157
|
|
|
Accounts
receivable
|
|
26,915
|
|
26,915
|
|
|
|
|
|
|
|
|
|
Total
Current Assets
|
|
35,511
|
|
37,072
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
$
|
35,511
|
$
|
37,072
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
& STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
Accounts
payable
|
$
|
-
|
$
|
89
|
|
|
Loan
payable
|
|
5,900
|
|
3,900
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
5,900
|
|
3,989
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
5,900
|
|
3,989
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock, ($0.001 par value, 25,000,000 shares
|
|
|
|
|
|
|
authorized;
2,000,000 shares issued and outstanding
|
|
|
|
|
|
|
|
|
2,000
|
|
2,000
|
|
|
Additional
paid-in capital
|
|
43,000
|
|
43,000
|
|
|
Deficit
accumulated during exploration stage
|
|
(15,389)
|
|
(11,917)
|
|
|
|
|
|
|
|
|
|
Total
Stockholders' Equity
|
|
29,611
|
|
33,083
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES &
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
$
|
35,511
|
$
|
37,072
|
|
See
Note
to Financial Statements
|
(A
Development Stage Company)
|
Statements
of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine
Months
|
|
Nine
Months
|
|
Three
Months
|
|
Three
Months
|
|
(inception)
|
|
|
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
through
|
|
|
|
|
September
30,
|
|
September
30,
|
|
September
30,
|
|
September
30,
|
|
|
|
|
|
|
|
|
2005
|
|
2006
|
|
2005
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
3,822
|
$
|
7,577
|
$
|
-
|
$
|
-
|
$
|
68,434
|
|
|
Costs
of goods
|
|
(3,259)
|
|
(5,684)
|
|
-
|
|
-
|
|
(60,508)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Income
|
|
563
|
|
1,893
|
|
-
|
|
-
|
|
7,926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative
Fees
|
|
140
|
|
763
|
|
55
|
|
235
|
|
4,075
|
|
|
Professional
fees
|
|
4,200
|
|
6,500
|
|
2,200
|
|
-
|
|
19,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Operating Costs
|
|
(4,340)
|
|
(7,263)
|
|
(2,255)
|
|
(235)
|
|
(23,620)
|
|
|
Operating
income (loss)
|
|
(3,778)
|
|
(5,370)
|
|
(2,255)
|
|
(235)
|
|
(15,694)
|
|
|
Other
Income (expense)
|
|
305
|
|
-
|
|
305
|
|
-
|
|
305
|
|
|
Net
Income (Loss)
|
$
|
(3,473)
|
$
|
(5,370)
|
$
|
(1,950)
|
$
|
(235)
|
$
|
(15,389)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
earnings per share
|
$
|
(0.00)
|
$
|
(0.00)
|
$
|
(0.00)
|
$
|
(0.00)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of
|
|
|
|
|
|
|
|
|
|
|
common
shares outstanding
|
2,000,000
|
|
2,000,000
|
|
2,000,000
|
|
2,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
Notes
to Financial Statements
SOCKEYE
SEAFOOD GROUP, INC.
|
(A
Development Stage Company)
|
Statements
of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine
Months
|
|
Nine
Months
|
|
Three
Months
|
|
Three
Months
|
|
(inception)
|
|
|
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
through
|
|
|
|
|
September
30,
|
|
September
30,
|
|
September
30,
|
|
September
30,
|
|
|
|
|
|
|
|
|
2005
|
|
2006
|
|
2005
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
$
|
(3,473)
|
$
|
(5,370)
|
$
|
(1,950)
|
$
|
(235)
|
$
|
(15,389)
|
|
|
Adjustments
to reconcile net income to net
|
|
|
|
|
|
|
|
|
|
|
|
|
cash
provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in accounts receivable
|
|
-
|
|
(5,577)
|
|
-
|
|
-
|
|
(26,915)
|
|
|
(Increase)
decrease in deposits
|
|
-
|
|
250
|
|
-
|
|
-
|
|
-
|
|
|
(Increase)
decrease in inventory
|
|
-
|
|
2,316
|
|
-
|
|
-
|
|
-
|
|
|
Increase
(decrease) in accounts payable
|
|
(89)
|
|
(167)
|
|
(89)
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) operating
activities
|
(3,562)
|
|
(8,548)
|
|
(2,039)
|
|
(235)
|
|
(42,304)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) investing
activities
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from common stock
|
|
-
|
|
-
|
|
-
|
|
-
|
|
45,000
|
|
|
Proceeds
from loan payable
|
|
2,000
|
|
-
|
|
-
|
|
-
|
|
5,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) financing
activities
|
2,000
|
|
-
|
|
-
|
|
-
|
|
50,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash
|
|
(1,562)
|
|
(8,548)
|
|
(2,039)
|
|
(235)
|
|
8,596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at beginning of period
|
|
10,158
|
|
8,869
|
|
10,635
|
|
556
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at end of period
|
$
|
8,596
|
$
|
321
|
$
|
8,596
|
$
|
321
|
$
|
8,596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid during period for :
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
Taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
See
Notes
to Financial Statements
SOCKEYE
SEAFOOD GROUP, INC.
(A
Development Stage Company)
Notes
to Financial Statements
NOTE
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Sockeye
Seafood Group Inc. ("the Company") was incorporated under the laws of the
State
of Nevada on May 21, 2003. The Company was formed to engage in the business
of
procuring and marketing seafood products direct from Pacific Northwest First
Nations organizations to North American and International wholesalers,
distributors, and retailers. The company has a total of 25,000,000 authorized
shares with a par value of $0.001 per share and with 2,000,000 shares issued
and
outstanding as of September 30, 2006.
The
Company operations have been limited to general administrative operations,
purchasing a limited amount of sample inventory, minimal sales and establishing
its website. The Company is considered a development stage company in accordance
with Statement of Financial Accounting Standards No. 7.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a.
Basis
of Accounting
The
Company’s financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 year-end.
b.
Basic
Earnings per Share
In
February 1997, the FASB issued SFAS No. 128, “Earnings Per Share”, which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of
basic
earnings (loss) per share and diluted earnings (loss) per share. The Company
has
adopted the provisions of SFAS No. 128 effective May 21, 2003 (inception).
Basic
net
loss per share amounts is computed by dividing the net loss by the weighted
average number of common shares outstanding. Diluted earnings per share are
the
same as basic earnings per share due to the lack of dilutive items in the
Company.
c.
Cash
Equivalents
The
Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
SOCKEYE
SEAFOOD GROUP, INC.
(A
Development Stage Company)
Notes
to Financial Statements
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
d.
Use
of Estimates and Assumptions
The
preparation of 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 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. In accordance with FASB
16 all
adjustments are normal and recurring.
e.
Income
Taxes
Income
taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax
asset
or liability is recorded for all temporary differences between financial
and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of
enactment.
NEW
ACCOUNTING PRONOUNCEMENTS:
In
November 2004, the Financial Accounting Standards Board (FASB) issued SFAS
151,
Inventory Costs - an amendment of ARB No. 43, Chapter 4. This Statement amends
the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the
accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4,
previously stated that “… under some circumstances, items such as idle facility
expense, excessive spoilage, double freight, and rehandling costs may be
so
abnormal as to require treatment as current period charges…” This Statement
requires that those items be recognized as current-period charges regardless
of
whether they meet the criterion of “so abnormal.” In addition, this Statement
requires that allocation of fixed production overheads to the costs of
conversion be based on the normal capacity of the production facilities.
This
Statement is effective for inventory costs incurred during fiscal years
beginning after June 15, 2005. Management does not believe the adoption of
this
Statement will have any immediate material impact on the Company.
SOCKEYE
SEAFOOD GROUP, INC.
(A
Development Stage Company)
Notes
to Financial Statements
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
NEW
ACCOUNTING PRONOUNCEMENTS:
In
December 2004, the FASB issued SFAS No. 152, “Accounting for Real Estate
Time-Sharing Transactions—an amendment of FASB Statements No. 66 and 67” (“SFAS
152) The amendments made by Statement 152 This Statement amends FASB Statement
No. 66, Accounting for Sales of Real Estate, to reference the financial
accounting and reporting guidance for real estate time-sharing transactions
that
is provided in AICPA Statement of Position (SOP) 04-2, Accounting No. 67,
Accounting for Costs and Initial Rental Operations of Real Estate Projects,
to
state that the guidance for (a) incidental operations and (b) costs incurred
to
sell real estate projects does not apply to real estate time-sharing
transactions. The accounting for those operations and costs is subject to
the
guidance in SOP 04-2. This Statement is effective for financial statements
for
fiscal years beginning after June 15, 2005, with earlier application encouraged.
The Company does not anticipate that the implementation of this standard
will
have a material impact on its financial position, results of operations or
cash
flows.
On
December 16, 2004, the Financial Accounting Standards Board (“FASB”) published
Statement of Financial Accounting Standards No. 123 (Revised 2004), Shared-Based
Payment (“SFAS 123R). SFAS 123R requires that compensation cost related to
share-based payment transactions be recognized in the financial statements.
Share-based payment transactions within the scope of SFAS 123R include stock
options, restricted stock plans, performance-based awards, stock appreciation
rights, and employee share purchase plans. The provisions of SFAS 123R are
effective as of the first interim period that begins after June 15, 2005.
Accordingly, the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment transactions under the provisions of APB 25, which does not necessarily
require the recognition of compensation cost in the financial statements.
The
Company does not anticipate that the implementation of this standard will
have a
material impact on its financial position, results of operations or cash
flows.
On
December 16, 2004, FASB issued Statement of Financial Accounting Standards
No.
153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29,
Accounting for Nonmonetary transactions (“SFAS 153”). This statement amends APB
Opinion 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception of exchanges of
nonmonetary assets that do not have commercial substance. Under SFAS 153,
if a
nonmonetary exchange of similar productive assets meets a commercial-substance
criterion and fair value is determinable, the transaction must be accounted
for
at fair value resulting in recognition of any gain or loss. SFAS 153 is
effective for nonmonetary transactions in fiscal periods that begin after
June
15, 2005. The Company does not anticipate that the implementation of this
standard will have a material impact on its financial position, results of
operations or cash flows.
SOCKEYE
SEAFOOD GROUP, INC.
(A
Development Stage Company)
Notes
to Financial Statements
NOTE
3. GOING CONCERN
The
accompanying financial statements are presented on a going concern basis.
The
Company had limited operations during the period from May 21, 2003 (inception)
to September 30, 2006 and generated a net loss of $15,389. This condition
raises
substantial doubt about the Company’s ability to continue as a going concern.
Because the Company is currently in the development stage and has minimal
expenses, management believes that the company’s current cash of $8,596 is
sufficient to cover the expenses they will incur during the next twelve months
in a limited operations scenario or until they raise additional funding.
The
Company may seek additional sources of capital through the issuance of debt
or
equity financing, but there can be no assurance the Company will be successful
in accomplishing its objectives.
NOTE
4. WARRANTS AND OPTIONS
There
are
no warrants or options outstanding to acquire any additional shares of
common.
NOTE
5. RELATED PARTY TRANSACTIONS
NOTE
6. INCOME TAXES
|
|
|
|
Deferred
tax assets:
|
|
Net
operating tax carryforwards
|
$
2,308
|
Other
|
-0-
|
Gross
deferred tax assets
|
2,308
|
Valuation
allowance
|
(2,308)
|
|
|
Net
deferred tax assets
|
$
-0-
|
Realization
of deferred tax assets is dependent upon sufficient future taxable income
during
the period that deductible temporary differences and carryforwards are expected
to be available to reduce taxable income. As the achievement of required
future
taxable income is uncertain, the Company recorded a valuation
allowance.
SOCKEYE
SEAFOOD GROUP, INC.
(A
Development Stage Company)
Notes
to Financial Statements
NOTE
7. NET OPERATING LOSSES
As
of
September
30, 2006, the Company has a net operating loss carryforwards of approximately
$15,389. Net operating loss carryforward expires twenty years from the date
the
loss was incurred.
NOTE
8. STOCK TRANSACTIONS
Transactions,
other than employees’ stock issuance, are in accordance with paragraph 8 of SFAS
123. Thus, issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees’ stock issuance are in
accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the
fair
value of the equity instruments issued, or whichever is more readily
determinable.
In
May
2003, the company issued a total of 1,000,000 shares of $0.001 par value
common
stock as founder's shares to Sheldon Goldberg and David Knapfel, both of
whom
are officers and directors of our company. Each of these individuals received
500,000 shares. The shares were issued in exchange for cash in the aggregate
amount of $5,000.
In
August
2004, the company completed an offering of shares of common stock in accordance
with Regulation D, Rule 504 of the Securities Act, and the registration by
qualification of the offering in the State of Nevada. The company sold 1,000,000
shares of common stock, par value, at a price of $0.04 per share to
approximately 29 investors. This offering was made in reliance upon an exemption
from the registration provisions of the Securities Act of 1933, as amended,
in
accordance with Regulation D, Rule 504 of the Act. The aggregate offering
price
for the offering closed in August 2004 was $40,000, all of which was collected
from the offering.
NOTE
9. STOCKHOLDERS’ EQUITY
· |
Common
stock, $ 0.001 par value: 25,000,000 shares authorized; 2,000,000
shares
issued and outstanding.
|
NOTE
10. SUBSEQUENT EVENTS
There
have been no subsequent events after September 30, 2006, which are material
to
operations.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.
The
following discussion should be read in conjunction with the information
contained in the audited financial statements and notes thereto set forth
in our
Form 10K-SB annual report for the year ended December 31, 2005, which can
be
found in its entirety on the SEC website at www.sec.gov, under our SEC File
Number 0-51197.
Overview
We
were
incorporated in the State of Nevada on May 21, 2003. We provide brokerage
and
consulting services in connection with the purchase and sale of seafood products
between Native American tribes located in the Pacific Northwest area of Canada
and regional and international wholesalers, distributors, and retailers.
Such
seafood products include frozen salmon, frozen groundfish (fish that dwell
at or
near the bottom the ocean), fresh shellfish, and miscellaneous seafood products.
Our brokerage and consulting services include assisting on-site, ensuring
the
seller has an accredited Canadian Department of Fisheries Buying Station
or
Plant License, pre-arranging the sale of a catch, arranging escrow services,
if
required, coordinating equipment and ice for packing and delivery, as well
as
planning and arranging for truck delivery, when required. We provide such
services to either buyers or sellers. We earn revenue by charging our clients
a
commission equal to a percentage of the sales price of each transaction,
which
usually ranges from 5% to 7%. We have developed and are currently managing
a
website at http://www.sockeyeseafood.com,
on
which we inform the public regarding our services, proposed products, quality,
quantity and pricing, and provide up-to-the-minute harvest information directly
from returning fishing boats.
We
are a
development stage company. Since our inception, our operations have been
limited
to general administrative operations, purchasing a limited amount of sample
inventory, minimal sales and establishing our website.
Plan
of Operation
As
of
September 30, 2006, the Company has $8,596 in cash on hand and current
liabilities of $5,900, all consisting of loans payable to related parties.
In
addition, the Company had $26,915 in outstanding accounts
receivable.
The
Company feels it will not be able to satisfy its cash requirements over the
next
twelve months from its current cash on hand and accounts receivable and will
likely be required to seek additional financing.
At
this
time, the Company plans to fund its financial needs through operating revenues
(which cannot be assured) and, if required, through equity private placements
of
its common stock. The Company currently has no plans, offers or candidates
for
any such stock sales/offerings and there can be no assurance that the Company
will be able to raise funds on terms favorable to the Company, or at all,
when
needed for operations.
Over
the
next 12 months, the Company anticipates continuing its efforts to penetrate
the
Chinese and Japanese markets by utilizing Mr. Goldberg’s contacts, providing the
Company has sufficient capital.
Results
of Operations
We
had no
revenues for the three months ended September 30, 2006 or 2005. For the period
from inception on May 21, 2003 to the nine months ended September 30, 2006,
we
have had total revenues of $68,434, less cost of goods sold in the amount
of
$60,508, for total revenues of $7,926 since inception.
Total
operating costs for the three months ended September 30, 2006 were $4,340,
as
compared to total operating costs of $7,263 for the three months ended September
30, 2005, both mainly attributed to professional fees incurred in connection
with the preparation and filing of our periodic reports with the U.S. Securities
and Exchange commission.
Net
loss
for the three months ended September 30, 2006 was $3,473, or $0.00 (nil)
per
share, as compared to a net loss of $5,370 or $0.00 (nil) per share, for
the
three months ended September 30, 2005. We have incurred total net losses
of
$15,389 for the period from inception on May 21, 2003 to September 30, 2006.
Liquidity
and Capital Resources
At
September 30, 2006, our sources of liquidity were $8,596 in cash in the bank
and
outstanding accounts receivable for good sold and collectible in the amount
of
$26,915.
There
were no cash flows from investing or financing activities for the three month
period ended September 30, 2006.
The
Company does not feel that current cash on hand will be sufficient to satisfy
cash requirements and, if it Is unable to develop and implement a profitable
business plan, the Company will be required to seek additional avenues to
obtain
funds necessary to sustain operations. The
Company’s auditors have expressed the opinion that in its current state, there
is substantial doubt about its ability to continue as a going
concern.
In
the
next 12 months, The Company does not intend to spend any substantial funds
on
research and development and does not intend to purchase any major
equipment.
The
Company does not intend to hire any new employees during the ensuing year,
unless business operations expand sufficiently to warrant additional
staff.
There
are
no warrants or options outstanding to acquire any additional shares of common
stock.
The
Company does not anticipate any material commitments for capital expenditures
in
the near term. The Company is not aware of any trend in its industry or capital
resources which may have a negative impact on future income or
revenues.
Off-Balance
Sheet Arrangements
The
Company has no off-balance sheet arrangements or contractual or commercial
commitments.
ITEM
3. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Under
the
supervision and with the participation of our management, including our
principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation
of
our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as of the end of the period covered
by this report. Based on this evaluation, our principal executive officer
and
principal financial officer concluded as of the evaluation date that our
disclosure controls and procedures were effective
such
that
the material information required to be included in our Securities and Exchange
Commission reports is recorded, processed, summarized and reported within
the
time periods specified in SEC rules and forms relating to our company, including
any consolidating subsidiaries, and was made known to us by others within
those
entities, particularly during the period when this report was being prepared.
Additionally,
there were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the evaluation
date. We have not identified any significant deficiencies or material weaknesses
in our internal controls, and therefore there were no corrective actions
taken.
PART
II - OTHER INFORMATION
ITEM
1A. RISK FACTORS
In
addition to the other information set forth in this report, you should carefully
consider the risk factors discussed in "Item 6 - Risk Factors" in our Annual
Report on Form 10-K for the year ended December 31, 2005, which could materially
affect our business, financial condition or future results. These risks have
not
materially changed and are, therefore, included herein. The risks described
in
our Annual Report on Form 10-K are not the only risks facing our Company.
Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial also may materially adversely affect our
business, financial condition and/or operating results.
ITEM
6. EXHIBITS AND REPORTS ON FORM 8-K
*
3(i) Articles
of Incorporation
31.1 Sec.
302
Certification of Chief Executive Officer
31.2 Sec.
302
Certification of Principal Accounting Officer
32.1 Sec.
906
Certification of Chief Executive Officer
32.2 Sec.
906
Certification of Principal Accounting Officer
B)
One
report on Form 8-K was filed during the period ended September 30, 2006 to
report our change in accounting firms and was amended subsequent to the period.
The Form 8-K and amended 8-K/A can be found in their entirety on the SEC
website
under our SEC File Number 0-51197.
SIGNATURES
Pursuant
to the requirements 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.
SEAFOOD
GROUP INC., Registrant
By:
Sheldon Goldberg, President, Chief Executive Officer and Director
By:
David
F. Knapfel, Treasurer, Chief Financial Officer, Treasurer and Principal
Accounting
Officer, Secretary and Director