10QSB 1 f07dec10qsbjava.htm QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTER ENDED DECEMBER 31, 2007 UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB


(Mark One)

þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended DECEMBER 31, 2007


¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

EXCHANGE ACT


For the transition period from ___________ to ______________



JAVA EXPRESS, INC.   

(Name of small business issuer in its charter)


Nevada

000-50547

88-0515333

(State or jurisdiction of incorporation)

(Commission file no.)

(I.R.S. Employer Identification No.)


5017 Wild Buffalo Avenue, Las Vegas, Nevada 89131

(Address of principal executive offices)


(702) 839-1098

(Issuer’s telephone number)


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 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.

Yes  þ    No  ¨


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  þ  No  ¨


APPLICABLE TO CORPORATE ISSUERS:


As of January 31, 2008 the issuer had 5,701,000 shares of common stock outstanding.  


Transitional Small Business Disclosure Format (Check one): YES ¨   NO þ



1



TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION

 

 

Item 1. Financial Statements

Item 2. Management’s Discussion and Analysis or Plan of Operation

12 

Item 3. Controls and Procedures

19 

 

 

PART II – OTHER INFORMATION

 

 

Item 1.  Legal Proceedings

20 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

20 

Item 3.  Defaults Upon Senior Securities

20 

Item 4.  Submission of Matters to a Vote of Security Holders

20 

Item 5.  Other Information

20 

Item 6.  Exhibits

20 

Signatures

21 








2




PART I – FINANCIAL INFORMATION



Item 1.  Financial Statements





JAVA EXPRESS, INC.

(A Development Stage Company)


Unaudited Financial Statements


DECEMBER 31, 2007



3




JAVA EXPRESS, INC.

(A Development Stage Company)

BALANCE SHEET

DECEMBER 31, 2007

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

      Current Assets

 

 

 

Cash & Cash Equivalents

$

          8,070 

 

           Total Current Assets

 

            8,070 

 

 

 

 

      Fixed Assets:

 

 

 

Equipment

 

           9,800 

 

Furniture & Fixtures

 

           8,100 

 

Less Accumulated Depreciation

 

       (12,555)

 

           Net Fixed Assets

 

           5,345 

 

 

 

 

 

           Total Assets

$

        13,415 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

LIABILITIES

 

 

     Accounts Payable

$

          9,866 

     Related Party Accounts Payable

 

         25,000 

     Related Parties Notes Payable and Accrued Interest

 

       229,704 

 

 

 

 

 

           Total Current Liabilities

 

       264,570 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

Preferred Stock, Par value $.001

 

 

 

   Authorized 10,000,000 shares

 

 

 

   No shares issued

 

                 - 

 

Common Stock, Par value $.001

 

 

 

   Authorized 50,000,000 shares,

 

 

 

   Issued 5,701,000 shares

 

           5,701 

 

Paid-In Capital

 

       202,039 

 

Deficit Accumulated During Development Stage

 

     (458,895)

 

 

 

 

 

            Total Shareholders' Deficit

 

     (251,155)

 

 

 

 

 

            Total Liabilities and Shareholders' Deficit

$

       13,415 

 

 

 

 

The accompanying notes are an integral part of these financial statements



4




       JAVA EXPRESS, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended December 31, 2007 and 2006 and the

Cumulative Period of December 14, 2001 (Date of Inception of the Development Stage) to December 31, 2007

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 Cumulative

 

 

 

 

 

 

 

 

 

 

 Since  

 

 

 

 

 

 

 

 

 

 

 Dec. 14, 2001

 

 

 

 

 

 

 

 

 

 

 (Inception of

 

 

For the Three

 

For the Nine

 

 Development

 

 

Months Ended

 

Months Ended

 

 Stage) to

 

 

Dec. 31,

 

Dec. 31,

 

 Dec. 31,

 

 

2007

 

2006

 

2007

 

2006

 

2007

 

 

 

 

 

 

 

 

 

 

 

Revenue

$

$

$

$

$

     204,463 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenue

 

 

 

 

 

       45,400 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

 

 

 

     159,063 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 General & Administrative

 

     2,141 

 

     14,346 

 

       9,476 

 

    49,344 

 

     413,992 

  Sales & Marketing

 

 

 

 

       4,312 

 

     153,321 

Total Operating Expenses

 

    2,141 

 

      14,346 

 

       9,476 

 

      53,656 

 

      567,313 

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

    (2,141)

 

    (14,346)

 

      (9,476)

 

  (53,656)

 

    (408,250)

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expenses):

 

 

 

 

 

 

 

 

 

 

   Interest

 

   (3,295)

 

     (2,916)

 

     (9,732)

 

    (8,174)

 

      (36,680)

   Misc. Income

 

 

 

 

 

         2,300 

  Loss on Sale of Investments

 

 

 

 

 

     (23,019)

  Gain on Sale of Equipment

 

 

 

 

 

         6,754 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

$

     (5,436)

$

    (17,262)

$

   (19,208)

$

   (61,830)

$

       (458,895)

 

 

 

 

 

 

 

 

 

 

 

Loss Per Share

 

 

 

 

 

 

 

 

 

 

     Basic and Diluted

$

        (0.00)

$

       (0.00)

$

      (0.00)

$

      (0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares

 

 

 

 

 

 

 

 

 

 

     Basic

 

5,701,000 

 

5,701,000 

 

5,701,000 

 

5,701,000 

 

 

     Diluted

 

7,541,310 

 

7,351,640 

 

7,541,310 

 

7,351,640 

 

 



The accompanying notes are an integral part of these financial statements



5





JAVA EXPRESS, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the Nine Months Ended December 31, 2007 and 2006

and the Cumulative Period of December 14, 2001 (Date of Inception

of the Development Stage) to December 31, 2007

(Unaudited)

 

 

 

 

 

 

 

 Cumulative

 

 

 

 

 

 

 

 Since  

 

 

 

 

 

 

 

 Dec. 14, 2001

 

 

 

 

 

 

 

 (Inception of

 

 

 

 

 

 

 

 Development

 

 

 

For the Nine Months Ended

 

 Stage) to

 

 

 

Dec. 31,

 

 Dec. 31,

 

 

 

2007

 

2006

 

2007

Cash Flows From Operating Activities:

 

 

 

 

 

 

 

Net Loss

$

    (19,208)

$

    (61,830)

$

    (458,895)

 

Adjustments to reconcile net loss to

 

 

 

 

 

 

 

   net cash used by operating activities:

 

 

 

 

 

 

 

Net Cash Used In Operating Activities:

 

 

 

 

 

 

 

   Depreciation

 

        2,190 

 

        2,574 

 

        26,606 

 

   Stock Issued for Interest on Note

 

 

 

        98 

 

   Gain on Sale of Equipment

 

 

 

 (6,754)

 

   Loss on Sale of Investments

 

 

 

 23,019 

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

 

 

   Decrease in Prepaid Expenses

 

 

           661 

 

               - 

 

   Increase in Accounts Payable

 

        7,284 

 

           650 

 

          9,864 

 

   Increase in Accounts Payable-Related Party-Services

 

 

 

        25,000 

 

   Increase in Accrued Interest

 

        9,732 

 

        8,174 

 

        35,763 

 

         Net Cash Used In Operating Activities:

 

            (2)

 

    (49,771)

 

      (345,299)

Cash Flows From Investing Activities:

 

 

 

 

 

 

 

Cash Acquired in Acquisition

 

 

 

          6,245 

 

Proceeds from Sale of Equipment

 

 

 

        13,045 

 

Purchase of Furniture & Fixtures

 

 

 

       (23,088)

 

Purchase of Equipment

 

 

 

       (53,500)

 

         Net Cash Used In Investing Activities:

 

 

 

       (57,298)

Cash Flows From Financing Activities:

 

 

 

 

 

 

 

Proceeds from Sale of Common Stock

 

 

 

       153,566 

 

Capital Contributed by Shareholder-Cash

 

 

           980 

 

        10,643 

 

Proceeds from Note Payable

 

        8,051 

 

      25,275 

 

       246,458 

 

       Net Cash Provided By Financing Activities

 

       8,051 

 

      26,255 

 

       410,667 

Net (Decrease) Increase In Cash

 

       8,049 

 

    (23,516)

 

          8,070 

Cash at Beginning of Period

 

             21 

 

      23,536 

 

Cash at the End of Period

$

        8,070 

$

             20 

$

        8,070 


[Continued]



6




JAVA EXPRESS, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the Nine Months Ended December 31, 2007 and 2006

and the Cumulative Period of December 14, 2001 (Date of Inception

of the Development Stage) to December 31, 2007

[Continued]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Cumulative

 

 

 

 

 

 

 

 Since  

 

 

 

 

 

 

 

 Dec. 14, 2001

 

 

 

 

 

 

 

 (Inception of

 

 

 

 

 

 

 

 Development

 

 

 

For the Nine Months Ended

 

 Stage) to

 

 

 

Dec. 31,

 

 Dec. 31,

 

 

 

2007

 

2006

 

2007

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

  Interest

$

$

$

 

  Income taxes

$

$

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Converted note payable to common stock

$

$

$

      16,098 

 

Stock issued in acquisition

$

$

$

      27,433 

 

Fixed assets exchanged for investments

$

$

$

      51,597 

 

Fixed assets exchanged for payment of notes

$

$

$

      22,935 

 

Investments exchanged for notes

$

$

$

       6,860 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements







7




JAVA EXPRESS, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2007


1.  ORGANIZATION


The Company was incorporated under the laws of the State of Nevada on December 14, 2001 with authorized 50,000,000 shares of $.001 par value common stock and 10,000,000 shares of $.001 par value preferred stock. There are no shares of the preferred stock issued and outstanding and the terms have not been defined. The Company’s fiscal year end is March 31.  Since December 14, 2001, the Company has been in the development stage, and has not commenced planned principal operations.


On September 29, 2004, the Company entered into a plan of reorganization whereby they acquired 100% ownership in K-Com Business Coaching Corp., a Utah Corporation in exchange for 1,200,000 shares of common stock.


On January 30, 2006, the Company dissolved its wholly-owned subsidiary, K-Com Business Coaching Corp.  All of the assets and liabilities of K-Com were absorbed by the Company and are reflected in its financial statements for the year ended March 31, 2006 and are recorded at book value.


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Accounting Methods


The Company recognizes income and expenses based on the accrual method of accounting.


Dividend Policy


The Company has not yet adopted a policy regarding payment of dividends.


Basic and Diluted Net Income (Loss) Per Share


Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common  share rights unless the  exercise becomes antidilutive and then only the basic per share amounts are shown in the report.


Estimates and Assumptions


Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles.  Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could vary from the estimates that were assumed in preparing these financial statements.


Financial Instruments


The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short term maturities.


Property and Equipment


Property and equipment are stated at cost. Depreciation is provided for amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives, principally on a straight-line basis for 3 to 7 years. Depreciation expense for the periods ended December 31, 2007 and 2006 was $2,190 and $2,574 respectively.




8



JAVA EXPRESS, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS - continued

December 31, 2007


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued


Income Taxes


The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse.  An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.


On December 31, 2007, the Company had a net operating loss available for carry forward of $458,895.  The tax benefit of approximately $139,668 from the loss carryforward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the Company has been unable to project an estimated future operating profit.  The loss carryforward expires beginning in the years 2024 through 2028.


Concentration of Credit Risk


There are no financial instruments that potentially subject the Company to significant concentration of credit risks.


Revenue Recognition


Revenue is recognized on the sale and delivery of a product or the completion of services provided.


Advertising and Market Development


The company expenses advertising and market development costs as incurred.


Recent Accounting Pronouncements


The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.


3.  NOTES PAYABLE


The Company has entered into several note payable agreements. The notes are payable on demand and are convertible at the option of the holder within time parameters shown in the following table. The holder must give notice of conversion during the conversion period, absent such notice, the conversion rights expire as shown on the table.  At the date the notes were entered into there was no determinable value of the Company’s stock, thus there is no determinable value for the conversion options. Two of the notes have a stated interest rate of 6%. Interest has been imputed at 6% on all of the other notes.




9



JAVA EXPRESS, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS - continued

December 31, 2007



3.  NOTES PAYABLE - continued


Notes Payable as of December 31, 2007

 

 

 

 

 

 

 

 

 

Noteholder

 

Note

Amount

 

Accrued

Interest

Due Date

Conversion

Start Date

Conversion

End Date

Conversion

Shares

 

 

 

 

 

 

 

 

 

Shannon Kirch

$

143,700

$

32,135

12/31/05*

12/31/05

12/31/07

1,437,000

 

 

 

 

 

 

 

 

 

Kelly Trimble

$

6,000

 

 

12/31/05*

12/31/05

12/31/07

60,000

 

 

5,825

 

 

12/31/06*

12/31/06

12/31/07

58,000

 

 

5,324

 

 

12/31/06*

12/31/06

12/31/08

53,240

 

 

11,086

 

 

12/31/06*

12/31/06

12/31/07

12,000

 

 

3,040

 

 

12/31/08

12/31/07

12/31/08

30,400

 

 

5,458

 

 

12/31/07

12/31/07

12/31/08

54,580

 

 

8051

 

 

12/31/08

12/31/08

12/31/09

80,510

 

$

44,784

$

3,338

 

 

 

 

 

 

 

 

 

 

 

 

 

Chris Kirch

$

5,458

$

290

12/31/07

12/31/07

12/31/08

54,580

 

 

 

 

 

 

 

 

 

Totals

$

193,942

$

35,763

 

 

 

 


*   Notes that are past due as of the date of this report.


4.  CAPITAL STOCK


Since inception the Company completed private placement offerings of 4,201,000 common shares for $153,266.


5.  SIGNIFICANT RELATED PARTY TRANSACTIONS


The sole officer/director of the Company has acquired 17.5% of its common stock.


As of December 31, 2007, all activities of the Company were conducted by the corporate officer from either his home or business office.


Mr. Lance Musicant a former officer/director who resigned in May of 2006, received $2,000 for use of his home as Java’s office during the year ended March 31, 2006. During the same period he performed $29,000 in services; he was paid $4,000 and $25,000 are due and owing.   


During May, 2006, Kelly Kimble became a 16% shareholder through the purchase of 750,000 shares of common stock owned by Allen Musicant, a former officer.  Mr. Trimble purchased these shares for investment purposes and may purchase additional shares from other shareholders, intends to introduce possible acquisition candidates to Java.  Mr. Trimble loaned us $6,000 during that year, prior to becoming an affiliate under a convertible note. During the past two fiscal years, after becoming an affiliate Mr. Trimble loaned us an additional $38,784 making the total amount due him under various notes: $44,784 plus accrued interest of $3,338. These notes can be converted into an aggregate of 348,730 shares of our common stock.


During May 2006, Mark Sansom became a 17% shareholder when he purchased 1,000,000 shares from Lance Musicant, a former president; Mr. Sansom purchased the shares for investment purposes but intends to present potential acquisitions to Java.  





10



JAVA EXPRESS, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS - continued

December 31, 2007


5.  SIGNIFICANT RELATED PARTY TRANSACTIONS (continued)


Mr. John Chris Kirch, a 5% shareholder, received $18,361 for marketing services performed through JC Monavie Mission, Inc. and his wife, Ms. Harnicher, received $11,600 for business coaching services performed through Trio Health Sciences, Inc. during the year ended March 31, 2006. During the March 31, 2007 fiscal year he received $2,500 for business coaching and marketing services performed through Trio Health Sciences and $2,000 individually for consulting services. During the year ended March 31, 2007, Mr. Kirch loaned the Company $5458 which has accrued interest to-date of $290.


Shannon Kirch, is the daughter of John Chris Kirch and therefore could be considered a related party; she loaned the Company $143,700 with accrued interest of $32,135.


6. GOING CONCERN


The Company intends to acquire interests in various business opportunities which, in the opinion of management, will provide a profit to the Company; however, the Company does not have the working capital to be successful in this effort and to service its debt which raises substantial doubt about its ability to continue as a going concern.  


Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional loans from an officer and equity funding which will enable the Company to operate for the coming year.






11





 Item 2.

Management’s Discussion and Analysis of Financial Condition or Plan of

Operation


In this report, references to "Java Express," “Java,” "we," "us," and "our" refer to Java Express, Inc.


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


The Securities and Exchange Commission ("SEC") encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions.  This report contains these types of statements.  Words such as "may," "will," "expect," "believe," "anticipate," "estimate," "project," or "continue" or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.


General


Java Express, Inc. was incorporated on December 14, 2001 under the laws of the State of Nevada for the purpose of selling coffee and other related items to the general public from retail coffee shop locations. We were unsuccessful in establishing retail coffee shop locations and on September 29, 2004 acquired 100% ownership in K-Com Business Coaching Corp., a Utah Corporation (“K-Com”) and began developing K-Com’s existing business coaching operations. In January 30, 2006, we dissolved K-Com Business Coaching Services and all of its assets and liabilities were absorbed by Java Express. We were unsuccessful in fully implementing our K- Com business plan and have not generated any revenues from our coaching services since June 2006.  Although management continued for a time to seek new clients and contracts we have now ceased operations and are currently seeking funding sources, other business opportunities, and acquisitions.  We are now considered a “blank check” company.


Plan of Operation


Management will attempt to locate and negotiate with a business entity for the merger of that target company into Java Express. In certain instances, a target company may wish to become a subsidiary or may wish to contribute assets to Java rather than merge. No assurances can be given that we will be successful in locating or negotiating with any target company. We will provide a method for a foreign or domestic private company to become a reporting (“public”) company whose securities are qualified for trading in the United States secondary market.


The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of its business judgment.  There is no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to our company and shareholders.




12



Because we have no specific business plan or expertise, our activities are subject to several significant risks.  In particular, any business acquisition or participation we pursue will likely be based on the decision of management without the consent, vote, or approval of our shareholders


Sources of Opportunities


We anticipate that business opportunities may arise from various sources, including our sole officer/director, shareholders, professional advisers, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.


We will seek potential business opportunities from all known sources, but will rely principally on the personal contacts of our sole officer/director and some shareholders as well as indirect associations between them and other business and professional people.  


Although we do not anticipate engaging professional firms specializing in business acquisitions or reorganizations, we may retain such firms if management deems it in our best interests.  In some instances, we may publish notices or advertisements seeking a potential business opportunity in financial or trade publications.


Criteria


We will not restrict our search to any particular business, industry or geographical location.  We may acquire a business opportunity in any stage of development.  This includes opportunities involving “start up” or new companies.  In seeking a business venture, management will base their decisions on the business objective of seeking long-term capital appreciation in the real value of our company.  We will not be controlled by an attempt to take advantage of an anticipated or perceived appeal of a specific industry, management group, or product.


In analyzing prospective business opportunities, management will consider the following factors:


·

available technical, financial and managerial resources;

·

working capital and other financial requirements;

·

the history of operations, if any;

·

prospects for the future;

·

the nature of present and expected competition;

·

the quality and experience of management services which may be available and the depth of the management;

·

the potential for further research, development or exploration;

·

the potential for growth and expansion;

·

the potential for profit;

·

the perceived public recognition or acceptance of products, services, trade or service marks, name identification; and other relevant factors.


Generally, our management will analyze all available factors and make a determination based upon a composite of available facts, without relying on any single factor.








13



Methods of Participation of Acquisition


Management will review specific business and then select the most suitable opportunities based on legal structure or method of participation.  Such structures and methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures, other contractual arrangements, and may involve a reorganization, merger or consolidation transactions.  Management may act directly or indirectly through an interest in a partnership, corporation, or other form of organization.


Procedures


As part of the our investigation of business opportunities, management may meet personally with management and key personnel of the firm sponsoring the business opportunity.  We may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and conduct other reasonable measures.


We will generally ask to be provided with written materials regarding the business opportunity.  These materials may include the following:


·

descriptions of product, service and company history; management resumes;

·

financial information;

·

available projections with related assumptions upon which they are based;

·

an explanation of proprietary products and services;

·

evidence of existing patents, trademarks or service marks or rights thereto;

·

present and proposed forms of compensation to management;

·

a description of transactions between the prospective entity and its affiliates;

·

relevant analysis of risks and competitive conditions;

·

a financial plan of operation and estimated capital requirements;

·

and other information deemed relevant


Competition


We expect to encounter substantial competition in our efforts to acquire a business opportunity.  The primary competition is from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals.


Employees


We do not currently have any employees but rely upon the efforts of our sole officer and director to conduct our business.  We do not have any employment or compensation agreements in place with our officers and directors although they are reimbursed for expenditures advanced on our behalf.


Description of Property


We do not currently own any property.  We utilize office space in the residence of Howard Abrams at no cost.  We will not seek independent office space until we pursue a viable business opportunity and recognize income



14





Results of Operations


The following discussions are based on the consolidated financial statements for the three and nine months ended December 31, 2007 and 2006, for Java Express, Inc.  The following discussions are a summary and should be read in conjunction with the financial statements, and notes thereto, included with this report in Part I, Item 1. Financial Statements.


Comparison of December 31, 2007 and 2006 Three & Nine Months Ended Operations


 

Three Months Ended

Nine Months Ended

 

December 31,

December 31,

 

2007

2006

2007

2006

Revenue

$               - 

$                  - 

$                - 

$                - 

Cost of revenue

Expenses

2,141 

14,346 

9,476 

53,656 

(Loss) from operations

(2,141)

(14,346)

(9,476)

(53,656)

Other income (Expenses)

(3,295)

(2,916)

(9,732)

(8,174)

Net (Loss)

(5,436)

(17,262)

(19,208)

(61,830)

Loss per share

(0.00)

(0.00)

(0.00)

(0.01)


Revenues and Costs of Revenues


We have no revenues. Up until June of 2006, revenues were generated by services provided and recognized as services were performed. We had no revenues for the three or nine month period ended December 31, 2007 or in the same periods in 2006, and, therefore, had no cost of revenues in either comparative three or nine-month periods. Our lack of revenues since the June 2006 quarter is due to the completion of contracts; management was unsuccessful in replacing those contracts or generating any additional coaching service revenues.  We have since ceased operations and management is seeking new business opportunities.


Operating Expenses/ Loss from Operations


During the third quarter ended December 31, 2007, general and administrative expenses were $2,141 and sales & marketing cost us $0 for total operating expenses of $2,141 and a net operating loss of the same.  Our prior year’s third quarter general and administrative expenses were considerably higher at $14,346 with no sales and marketing expenses for total operating expenses of $14,346 and an operating loss of the same. The lower operating loss this year in the third quarter is a result of ceasing our operations as a business coaching service.


When comparing the nine-month periods ended December 31, 2007 and 2006, this year’s first nine months saw operating expenses of $9,476 which consisting solely of general and administrative expenses and a loss from operations of the same.  Last year our operating expenses for the nine-month period were more than five times higher at $53,656 with $49,344 in the general and administrative category and $4,312 in sales and marketing expenses.  We spent more in both the three and nine-month periods last year as we attempted to take advantage of our market in response to our revenue stream at that time.



 



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During our first quarter ended June 30, 2007, management determined to wind down operations as a coaching service and began looking at new business options, funding sources and business operations. In connection with this strategy, spending was reduced as much as possible due to the total lack of cash flows. Management has since ceased all operations associated with our business plan and continues seeking new business operations.


.  Other expenses/Net loss


Other expenses during our quarter ended December 31, 2007 consisted of a $3,295 interest expense; other expenses during our quarter ended December 31, 2006, consisted of an interest expense of $2,916. Other expenses in the nine-month periods ended December 31, 2007 and 2006 also consisted of interest expenses, which were $9,732 for the nine months ended December 31, 2007 and $8,174 in the comparable period last year. The increase in interest expense between the two years was a result of interest on various notes due and payable. Other expenses increased our operating losses to a net loss of $5,436 in the third quarter of 2007 compared to a net loss of $17,262 in the third quarter of 2006.  The interest expenses also increased our net loss to $19,208 in the nine months ended December 31, 2007 and $61,830 in the nine months ended December 31, 2006.  Other expenses were therefore significantly higher proportionately to our net loss in the three and nine month periods of 2007 compared to the three and nine-month period last year when operating losses were the largest part of our net loss.

 

Cumulative Losses Since Inception


Although we generated revenues since inception of $204,463 and a gross profit of $159,063 or 78%, our cumulative loss from operations is $408,250 and our cumulative net loss is $458,895.  Our costs of operating have consistently exceeded our revenues and we suffered from a complete lack of revenues during the last 18 months and have now ceased operations as a business coaching company.


Liquidity and Capital Resources


Balance Sheet Information


The following information is a summary of our balance sheet as of December 31, 2007


 

 

Total Current Assets

$     8,070

Net Fixed Assets

5,345

Total Assets

13,415

Total Liabilities

264,570

Accumulated Deficit

458,895

Total Stockholders Deficit

251,155


At December 31, 2007, our total assets were $13,415 and consisted of current assets of cash and cash equivalents of $8,070 and fixed assets of $5,345 net of accumulated depreciation of $12,555.








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Liabilities at December 31, 2007 totaled $264,570 and consisted of $9,866 in accounts payable, related party notes payable including accrued interest of $229,704, and $25,000 in unpaid services due our former president, Lance Musicant. The notes are discussed below under “Funding Through Convertible Notes and Services.” Accounts payable consists mainly of professional services for legal and accounting related to our reporting obligations.


Acquisition of Subsidiary through Issuance of Common Stock


We funded the acquisition of our subsidiary through the issuance of common stock.  On September 29, 2004 the Company issued 1,200,000 shares of common stock for the 100% purchase of K-Com Business Coaching. The shares were issued in a private transaction without registration in reliance of the exemption provided by Section 4(2) of the Securities Act. No broker was involved and no commissions were paid on the transaction


Funding Through Convertible Notes and Services


We have consistently funded operations in the last three years through loans from both related and non-related parties as evidenced by various convertible notes listed below. As of our nine months ended December 31, 2007, we had nine outstanding notes, seven of which are past due. As of the date hereof, the outstanding notes total $193,942 with accrued interest of $35,763.


Principal Note Holder

Amount

Date Due

Status

1. Shannon Kirch (1)

$  143,700 

12/31/2005

Past due at 12/31/05

2. Kelly Trimble(1)(2)

$      6,000 

10/25/2005

Past due at 12/31/05

3. Kelly Trimble(1)

$      5,825 

12/31/2006

Past due at 12/31/06

4. Kelly Trimble

$      5,324 

12/31/2006

Past due at 12/31/06

5. Kelly Trimble(1)

$    11,086 

12/31/2006

Past due at 12/31/06

6. Kelly Trimble

$      3,040 

12/31/2008

Due on 12/31/08

7. Kelly Trimble

$      5,458 

12/31/2007

Past due at 12/31/07

8. John Chris Kirch

$      5,458 

12/31/2007

Past due at 12/31/07

9  Kelly Trimble

$      8,041 

12/31/2008

Due on 12/31/08

(1)

Conversion privileges on these notes have expired and the holders are currently negotiating with Java to extend the conversion privileges to December 31, 2008

(2)

Kelly Trimble currently owns 16.67% of our outstanding shares


One note is payable to Shannon Kirch which has an imputed interest rate of 6% and is considered past due. Under the terms of the note:

·

payment is due on or before December 31, 2005;

·

the holder has the option to convert the principal into common stock;

·

the conversion date is after December 31, 2005 but no later than December 31, 2006;

·

the conversion price shall be at a share price equal to the “bid” price of our stock on the date of conversion or, in the event we have no market for our common stock, the note can be converted into shares of our common stock at a conversion price of $0.10 per share;

·

the holder must give notice to Java during the conversion period if she desires to convert, and absent such notice, the conversion rights expire at the expiration of the conversion period;

·

we have the right to prepay all or part of the note but in the event we elect to prepay the note, Ms. Kirch must receive a 10 day notice from us granting her the election to exercise her conversion rights.



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The note was renegotiated to increase the conversion period to December 31, 2007 and the conversion price is now $0.10 per share.  In addition, the holder has until January 1, 2008 to give notice of her intent to convert.  The holder of the note is currently negotiating to extend her conversion privileges to December 31, 2008.


There are also seven unpaid notes to Kelly Trimble, an affiliate by virtue of his ownership of 16.67% of our outstanding shares. The first is in the principal amount of $6,000 with imputed interest of 6%. The note is convertible at the holder’s option anytime after December 31, 2005 but no later than December 31, 2007 at a conversion price equal to the bid price as of the date of the conversion.  If there is no bid price at that date, the note shall be converted into 60,000 shares of our common stock. The second note is in the amount of $5,825, was due on 12/31/06 and is convertible at the holder’s option anytime after December 31, 2006 but no later than December 31, 2007 into shares of our common stock at a conversion price of price equal to the bid price as of the date of the conversion.  If there is no bid price at that date, the note shall be converted into 58,000 shares. It has an imputed interest of 6%. The third Trimble note is in the principal amount of $5,324 and is convertible at the holder’s option anytime after December 31, 2006 but no later than December 31, 2008 into our common shares at a conversion price equal to the bid price as of the date of the conversion.  If there is no bid price at that date, the note shall be into 53,240 shares. It was also due on December 31, 2006 and has imputed interest of 6%. The fourth and fifth Trimble notes are for an additional $11,085.75 and $3,040 which are the subject of two additional convertible notes due and payable on December 31, 2006 and December 31, 2008 respectively.  These notes have similar terms and conversion privileges to his other outstanding notes with the conversion period being after December 31, 2006 and no later than December 31, 2007 for the first note, and after December 31, 2007 but before December 31, 2008 for the second.  They are convertible at the “bid” price of our common stock on the date of conversion; if there is no bid price, then they are convertible into 12,000 common shares and 30,400 common shares, respectively. On February 16, 2007, Mr. Trimble loaned us an additional $5,458.10 under a sixth convertible note due and payable on December 31, 2007.  It is convertible at his option after December 31, 2007 but no later than December 31, 2008 at the “bid” price or in the event there is no market, into 54,580 shares of our stock. On December 4, 2007, Kelly Trimble loaned us $8,051 under a seventh convertible note due and payable on December 31, 2008.  The note is convertible at his option after December 31, 2008 but no later than December 31, 2009 at the “bid” price or in the event there is no market, into 80,510 shares of our stock. Mr. Kimble is currently negotiating with the Java to extend his conversion privileges on those notes with privileges expiring on December 31, 2007 to December 31, 2008.


We also received a loan of $5,458.05 from John Chris Kirch under a convertible note due and payable on December 31, 2007.  The note can be converted at his option any time after December 31, 2007 but no later than December 31, 2008 at the “bid” price of our shares or into 54,580 shares of our stock in the event there is no bid.

  

We were also provided services by Lance Musicant who served as an officer and director from inception through his resignation on June 1, 2006.  Mr. Musicant performed services valued at $29,000 during our fiscal year ended March 31, 2006 and is still owed $25,000 at December 31, 2007. The unpaid services are not the subject of a written note and have been recorded as a liability.







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Lack of Cash Flows


We have ceased operations as a business coaching company and have had no cash flows from operations at the present time. We have no material commitments for the next twelve months although we past due on several convertible notes as discussed above. These notes can be satisfied with shares of our common stock. Currently we have a capital deficit and our current liquidity needs cannot be met with the cash on hand. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern.  


In the past we have relied on cash flows from operations and advances from our president and various shareholders to cover our operating costs. We ceased generating revenues from operations in June 2006 and relied solely on loans from shareholders since that time.  Management anticipates that we will receive sufficient advances our president or shareholders to meet our needs through the next 12 months.  However, there can be no assurances to that effect.  Our need for capital may change dramatically if we acquire an interest in a business opportunity during that period.  At present, we have no understandings, commitments or agreements with respect to the acquisition of any business venture, and there can be no assurance that we will identify a business venture suitable for acquisition in the future.  Further, we cannot assure that we will be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage any business venture we acquire.  Should we require additional capital, we may seek additional advances from officers, sell common stock or find other forms of debt financing.  


Our current operating plan is to continue searching for potential businesses, products, technologies and companies for acquisition and to handle the administrative and reporting requirements of a public company.  


Off Balance Sheet Arrangements


None.


Item 3.  Controls and Procedures


(a)

Evaluation of disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) required by Securities Exchange Act Rules 13a-15(b) or 15d-15(b), our Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.

(b)

Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

For our next annual report for the year ended March 31, 2008, Section 404 of the Sarbanes-Oxley Act will require our management to provide an assessment of the effectiveness of our internal control over financial reporting, and at the end of 2008, our independent registered public accountants will be required to audit management’s assessment. We have not yet started the process of performing the system and process documentation, evaluation and testing required for management to make this assessment and for its independent registered public accountants to provide their attestation report. This process will require significant amounts of management time and resources. In the course of evaluation and testing, management may identify deficiencies that will need to be addressed and re-mediated



19



PART II – OTHER INFORMATION


Item 1.  Legal Proceedings.


None.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.


None.


Item 3.  Defaults Upon Senior Securities


None.


Item 4.  Submission of Matters to a Vote of Security Holders.


None.


Item 5.  Other Matters.


None.


Item 6.  Exhibits.


2.1

     Agreement and Plan of Reorganization, dated September 29, 2004 between Java

           Express, Inc. And K- Com Business Coaching Corp.(2)

 3.1

Articles of Incorporation as amended (1)

3.2

Bylaws (1)

10.1

Convertible Note dated August 17, 2004: $143,700 (3)

10.3

Convertible Note dated October 25, 2005: $6,000 (4)

10.4

Convertible Note dated April 04, 2006: $ 5,825 (5)

10.5

Convertible Note dated June 22, 2006: $5,324(5)

10.6

Convertible Note dated October 6, 2006: $11,085.75 (6)

10.7

Convertible Note dated December 20, 2006: $3,040 (7)

10.8

Convertible Note dated February 16, 2007: $5,458(8)

10.9

Convertible Note dated February 16, 2007: $5,458(8)

10.10

Convertible Note dated December 4, 2007: $8,051 *

31.1

Certification of Principal Executive and Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

32.1

Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C Section

1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *


(1)

Filed with our initial Form 10SB Registration Statement on January 12, 2004.

(2)

Filed as Exhibit 2.0 to Form 8-K filed with the Securities & Exchange Commission on Oct 5, 2006

(3)

Filed with Form 10-QSB for December 31, 2004 on February 14, 2005

(4)

Filed with Form 10-QSB for December 31, 2005 on February 14, 2006

(5)

Filed with Form 10-QSB for June 30, 2006 on August 8, 2006

(6)

Filed with Form 10-QSB for September 30, 2006 on October 27, 2006

(7)

Filed with Form 10-QSB for December 31, 2006 on February 1, 2007

(8)

Filed with Form 10-KSB for March 31, 2007 on June 7, 2007


*    Filed herewith



20





SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.




JAVA EXPRESS, INC.

(Registrant)

             

 

DATE:  February 12, 2008

By: /s/ Howard Abrams

Howard Abrams

Chief Executive and Financial

Officer and Chairman of the

Board of Directors




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