-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BnMeXiMHoi5o9sObqZNWK+ZoafCanACPgzvrK+EVKuN7tVwvcOuWErizKQN0lsNm bxZZwwFeF4DK7zEVLdiNHw== 0001144204-07-059149.txt : 20071108 0001144204-07-059149.hdr.sgml : 20071108 20071108124339 ACCESSION NUMBER: 0001144204-07-059149 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071108 DATE AS OF CHANGE: 20071108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: La Cortez Enterprises, Inc. CENTRAL INDEX KEY: 0001368964 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 205157768 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-138465 FILM NUMBER: 071224388 BUSINESS ADDRESS: STREET 1: 2260 EL CAJON BLVD. #882 CITY: SAN DIEGO STATE: CA ZIP: 92104 BUSINESS PHONE: 775-352-3930 MAIL ADDRESS: STREET 1: 2260 EL CAJON BLVD. #882 CITY: SAN DIEGO STATE: CA ZIP: 92104 10QSB 1 v092961_10qsb.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ________ Commission File Number 333-138465 LA CORTEZ ENTERPRISES, INC. (Exact Name of Small Business Issuer as Specified in its Charter) Nevada 5441 20-5157768 (State of incorporation) (Primary SIC Number) (IRS Employer ID Number) 2260 El Cajon Blvd. #882 San Diego, CA 92104 (775)352-3930 (Address and telephone number of principal executive offices) Maria de la Luz 2260 El Cajon Blvd. #882 San Diego, CA 92104 (775)352-3930 (Name, address and telephone number of agent for service) Check 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. 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 |_| Transitional Small Business Disclosure Format: Yes |_| No |X| There were 4,150,000 shares of Common Stock outstanding as of November 8, 2007. La Cortez Enterprises, Inc. (a Development Stage Company) Balance Sheet (Unaudited) Assets Current assets: Cash $ 5,374 Deposit 500 --------- $ 5,874 ========= Liabilities and Shareholders' Deficit Current liabilities: Accrued liabilities $ 1,000 Indebtedness to related party (Note 2) 14,600 --------- Total liabilities 15,600 --------- Shareholders' deficit (Note 2): Common stock, no par value; 75,000,000 shares authorized, 4,150,000 shares issued and outstanding 4,150 Additional paid-in capital 23,850 Deficit accumulated during development stage (37,726) --------- Total shareholders' deficit (9,726) --------- $ 5,874 ========= The accompanying notes are an integral part of these financial statements 2 La Cortez Enterprises, Inc. (a Development Stage Company) Statements of Operations (Unaudited)
June 9, 2006 (Inception) Three Months Ended Nine Months Ended Through September 30, September 30, September 30, ------------------------------ ------------------------------ ------------- Expenses: 2007 2006 2007 2006 2007 ------------- ------------- ------------- ------------- ------------- Professional fees $ 2,500 $ 5,075 $ 17,645 $ 5,075 $ 27,633 Management fees 1,500 -- 4,500 -- 6,000 Rent 600 600 1,800 600 3,000 Other 41 80 542 80 1,093 ------------- ------------- ------------- ------------- ------------- Total expenses 4,641 5,755 24,487 5,755 37,726 ------------- ------------- ------------- ------------- ------------- Loss before income taxes (4,641) (5,755) (24,487) (5,755) (37,726) Income tax provision (Note 4) -- -- -- -- -- ------------- ------------- ------------- ------------- ------------- Net loss $ (4,641) $ (5,755) $ (24,487) $ (5,755) $ (37,726) ============= ============= ============= ============= ============= Basic and diluted loss per share $ (0.00) $ (0.00) $ (0.01) $ (0.00) ============= ============= ============= ============= Basic and diluted weighted average common shares outstanding 4,150,000 4,150,000 4,150,000 4,150,000 ============= ============= ============= ============= =
The accompanying notes are an integral part of these financial statements 3 La Cortez Enterprises, Inc. (a Development Stage Company) Statements of Cash Flows (Unaudited)
June 9, 2006 June 9, 2006 Nine Months (Inception) (Inception) Ended Through Through September 30, September 30, September 30, 2007 2006 2007 ------------- ------------- ------------- Cash flows from operating activities: Net loss $ (24,487) $ (5,755) $ (37,726) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: Deposit -- (500) (500) Accounts payable (500) -- -- Accrued liabilities (2,100) 3,600 1,000 ------------- ------------- ------------- Net cash used in operating activities (27,087) (2,655) (37,226) ------------- ------------- ------------- Cash flows from financing activities: Proceeds from the sale of common stock (Note 2) -- 9,000 28,000 Proceeds from officer advances (Note 2) 12,600 2,000 14,600 ------------- ------------- ------------- Net cash provided by financing activities 12,600 11,000 42,600 ------------- ------------- ------------- Net change in cash (14,487) 8,345 5,374 Cash, beginning of period 19,861 -- -- ------------- ------------- ------------- Cash, end of period $ 5,374 $ 8,345 $ 5,374 ============= ============= ============= Supplemental disclosure of cash flow information: Cash paid during the period for: Income taxes $ -- $ -- $ -- ============= ============= ============= Interest $ -- $ -- $ -- ============= ============= =============
4 La Cortez Enterprises, Inc. (a Development Stage Company) Notes to Condensed Financial Statements (Unaudited) (1) Basis of Presentation The condensed financial statements presented herein have been prepared by the Company in accordance with the accounting policies in its audited financial statements for the period ended December 31, 2006 as filed in its Form 10KSB and should be read in conjunction with the notes thereto. The Company is in the development stage in accordance with Statement of Financial Accounting Standards ("SFAS") No.7. In the opinion of management, the accompanying condensed financial statements contain all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim periods presented. Certain information and footnote disclosures, normally included in the financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted. The results of operations presented for the three and nine months ended September 30, 2007 are not necessarily indicative of the results to be expected for the year. Interim financial data presented herein are unaudited. (2) Related Party Transactions On June 16, 2007, the sole officer and director advanced $10,000 to the Company for working capital. The advance is included in the accompanying financial statements as "Indebtedness to related party." The advance carries no interest rate and is due on demand. On May 17, 2007, the sole officer and director advanced $2,600 to the Company for working capital. The advance is included in the accompanying financial statements as "Indebtedness to related party." The advance carries no interest rate and is due on demand. On July 28, 2006, the Company sold 2,250,000 shares of its $.001 par value common stock to its sole officer and director for $9,000, or $.004 per share. On July 28, 2006, the sole officer and director advanced $2,000 to the Company for working capital. The advance is included in the accompanying financial statements as "Indebtedness to related party." The advance carries no interest rate and is due on demand. 5 La Cortez Enterprises, Inc. (a Development Stage Company) Notes to Condensed Financial Statements (Unaudited) (3) Shareholder's Equity On December 12, 2006, the Company sold 1,900,000 shares of its common stock at a price of $.01 per share for total proceeds of $19,000. The offering was made pursuant to the Company's SB-2 registration statement that became effective on December 4, 2006. All sales were conducted through the Company's officer and director. (4) Income Taxes The Company records its income taxes in accordance with SFAS No.109, "Accounting for Income Taxes." The Company incurred net operating losses during all periods presented in a deferred tax asset, which was fully allowed for; therefore, the net benefit and expense resulted in $-0- income taxes. (5) Commitment On September 15, 2006, the Company entered into a Commercial Property Lease. The Lease commenced on November 1, 2006 and continues on a month-to-month basis until cancelled by either party. The Lease requires rental payments of $200 per month and a $500 deposit. As of September 30, 2007, the Company owed $1,000 for unpaid lease payments. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION PLAN OF OPERATION RESULTS OF OPERATIONS We are still in our development stage and have generated no revenues to date. We incurred operating expenses of $24,487 for the nine month period ended September 30, 2007. These expenses consisted of general operating expenses incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports. Our net loss for the nine months ended September 30, 2007 was $24,487. Since we have only been incorporated since June 9, 2006, no comparisons are included in this report to previous years. There was no cash provided by financing activities for the nine months ended September 30, 2007. Our auditors have expressed their doubt about our ability to continue as a going concern unless we are able to generate profitable operations. LIQUIDITY AND CAPITAL RESOURCES We only expect to be able to satisfy our cash requirements for at least the next three months with our cash in the bank of $5,374 at September 30, 2007 without having to raise additional funds or seek bank loans. Should it take longer than anticipated to generate revenue from sales, our director has agreed to provide sufficient funding necessary for operations. We currently have no plans to hire additional employees in the next twelve months unless sales are sufficient to cover the cost. In addition to taking the steps set forth below regarding our current business plan, we have redirected our focus towards identifying and pursuing options regarding the development of a new business plan and direction. We intend to explore various business opportunities that have the potential to generate positive revenue, profits and cash flow in order to financially accommodate the costs of being a publicly held company. OFF-BALANCE SHEET ARRANGEMENTS We do not have any 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 is material to investors. 7 COMPLETED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS SEPTEMBER 2006 - September 2007: We began leasing our storefront space on a month to month basis for $200 per month. We paid our director $500 per month for services related to our chocolate and other recipe ingredients and began taste testing procedures. PROPOSED STEPS TO IMPLEMENT BUSINESS OPERATIONS The following criteria for the milestones are based on management's estimates only. The number of candies we plan to have manufactured for our inventory and the other projected milestones are approximations only and subject to adjustment based on costs and needs. During the period September 2007 through December 2007 we plan to take the preliminary steps for the build out of our store. We intend to paint, change flooring, fixtures, and windows. We will take steps to establish our vendor relationships and suppliers. We will continue our recipe and taste testing of our proposed various chocolate products. We may begin interviews with potential staff for hiring one part time employee once revenues support the expense. 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 and 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, particularly during the period when this report was being prepared. Our principal executive officer and principal financial officer has also indicated that there were no significant changes in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART II - OTHER INFORMATION ITEM 6. EXHIBITS 8 Exhibit No. Description - ----------- ----------- 31.1 Sec. 302 Certification of Principal Executive Officer 31.2 Sec. 302 Certification of Principal Financial Officer(1) 32.1 Sec. 906 Certification of Principal Executive Officer 32.2 Sec. 906 Certification of Principal Financial Officer(2) (1) Incorporated by reference to Exhibit 31.1 (2) Incorporated by reference to Exhibit 32.2 9 SIGNATURES In accordance with the requirements of Section 13(a) or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: November 8, 2007 LA CORTEZ ENTERPRISES, INC. --------------- By:/s/Maria de la Luz ------------------------------------ Name: Maria de la Luz Title: Principal Executive Officer 10 EX-31.1 2 v092961_ex31-1.txt Exhibit 31.1 CERTIFICATION I, Maria de la Luz, Principal Executive Officer and Principal Financial Officer of La Cortez Enterprises, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-QSB of La Cortez Enterprises, Inc. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: November 8, 2007 By: /s/Maria de la Luz --------------------------------------- Maria de la Luz, Principal Executive Officer and Principal Financial Officer EX-32.1 3 v092961_ex32-1.txt Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Maria de la Luz, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-QSB of La Cortez Enterprises, Inc., for the fiscal quarter ended June 30, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Quarterly Report on Form 10-QSB fairly presents in all material respects the financial condition and results of operations of La Cortez Enterprises, Inc. Date: November 8, 2007 By: /s/Maria de la Luz --------------------------------------- Maria de la Luz, Principal Executive Officer and Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----