-----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, SqFXHAz3Gp6ROLU2H1FqiaaLzEBXP34nGK2MjnZp61kA1/f1T77fWa7M0nEARkJO IvMwI9iOEieAm1xrrj1GOg== 0001056520-08-000203.txt : 20080423 0001056520-08-000203.hdr.sgml : 20080423 20080423102432 ACCESSION NUMBER: 0001056520-08-000203 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080423 DATE AS OF CHANGE: 20080423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: El Palenque Vivero, Inc. CENTRAL INDEX KEY: 0001381054 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 205277531 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-138927 FILM NUMBER: 08770816 BUSINESS ADDRESS: STREET 1: PRIVADA DE TABASCO #27 STREET 2: COLONIA MARAVILLAS CITY: CUERNAVACA, MORELOS STATE: O5 ZIP: 62320 BUSINESS PHONE: 305-394-9730 MAIL ADDRESS: STREET 1: 8567 CORAL WAY STREET 2: SUITE 198 CITY: MIAMI STATE: FL ZIP: 33155 10QSB 1 elpalenqueqsb033108draft.htm 10QSB File No

     

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB


Quarterly Report under Section 13 or 15(d) of

The Securities Act of 1934


For the quarterly period ended March 31, 2008


Commission File Number 333-138927


EL PALENQUE VIVERO, INC.

(Name of small business issuer in its charter)


Nevada                      20-5277531

(State of                     (IRS Employer

 Incorporation)             (ID Number)



Privada de Tabasco #27, Colonia Maravillas

Cuernavaca, Morelos, México, 62320

(305) 394-9730

 (Address and telephone number of principal executive offices)


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   ____     


Check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes      X    

No  _____             


There were 4,550,000 shares of Common Stock issued and outstanding as of April 7, 2008.


Transitional Small Business Disclosure Format:   Yes      

No    X  

















ITEM 1.  FINANCIAL STATEMENTS


The accompanying condensed unaudited financial statements of El Palenque Vivero, Inc., a Nevada corporation are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the Company's most recent annual financial statements for the year ended September 30, 2007 included in a Form 10-KSB filed with the U.S. Securities and Exchange Commission (“SEC”) on December 13, 2007. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed financial statements for the period ended March 31, 2008 are not necessarily indicative of the operating results that may be expected for the full year ending September 30, 2008.



2
















EL PALENQUE VIVERO, INC.

(A Development Stage Company)


INTERIM FINANCIAL STATEMENTS


MARCH 31, 2008


(Unaudited)









3






MOORE & ASSOCIATES, CHARTERED

      ACCOUNTANTS AND ADVISORS

        PCAOB REGISTERED



Report of Independent Registered Public Accounting Firm


To the Board of Directors

El Palenque Vivero Inc

(A Development Stage Company)


 


We have reviewed the accompanying balance sheet of El Palenque Vivero Inc (A Development Stage Company).   as of March 31, 2008, and the related statements of operations, retained earnings, and cash flows for the six months then ended, in accordance with the standards of the Public Company Accounting Oversight Board (United States).  All information included in these financial statements is the representation of the management of El Palenque Vivero Inc (A Development Stage Company).  .


A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


Based on our review, we are not aware of any material modifications that should be made to the financial statements in order for them to be in conformity with generally accepted accounting principles.





/s/ Moore & Associates, Chartered



Moore & Associates, Chartered

Las Vegas, Nevada

April 12, 2008




2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146 (702) 253-7499 Fax: (702)253-7501




4




El Palenque Vivero, Inc.

(A Development Stage Company)

Interim Balance Sheets




 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at

 

As at

 

 

 

 

March 31,

 

September 30,

 

 

 

 

2008

 

2007

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

$

72,091

$

 84,009

 

Prepaid expenses

 

-

 

 -

 

 

 

 

 

 

 

TOTAL ASSETS

$

72,091

$

 84,009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 



CURRENT LIABILITIES

 

 

 

 

 

Accounts payable and accrued liabilities

$

1,855

$

 1,600

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

1,855

 

 1,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

   Capital Stock (Note 3)

 

 

 

 

 

Authorized:

 

 

 

 

 

   100,000,000 preferred shares, $0.001 par value

 

 

 

 

 

   100,000,000 common shares, $0.001 par value

 

 

 

 

 

Issued and outstanding shares:

 

 

 

 

 

  4,550,000 common shares

 

4,550

 

4,550

 

Additional paid-in capital

 

97,450

 

 97,450

 

Deficit accumulated during the development stage

 

(31,764)

 

(19,591)

  Total Stockholders’ Equity

 

70,236

 

82,409

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

72,091

$

 84,009

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



-The accompanying notes are an integral part of these financial statements -



5



El Palenque Vivero, Inc.

(A Development Stage Company)

Interim Statements of Operations

(Unaudited)






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative from

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inception

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(June 21, 2006) to

 

 

 

 

 

Three Months Ended March 31,

 

 

Six Months Ended March 31,

 

March 31,

 

 

 

 

 

2008

 

 

2007

 

 

2008

 

 

2007

 

2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

$

 -   

 

$

 -   

 

$

-

 

$

-

 

$

 -   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

 

3,193

 

 

3,554

 

 

6,657

 

 

8,200

 

 

24,864

 

General and administrative

 

 

5,899

 

 

252

 

 

6,009

 

 

672

 

 

7,393

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

9,092

 

 

3,806

 

 

12,666

 

 

8,872

 

 

32,257

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

259

 

 

-

 

 

493

 

 

-

 

 

493

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss for the Period

 

$

(8,833)

 

$

(3,806)

 

$

(12,173)

 

$

(8,872)

 

$

(31,764)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PER SHARE DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

common share

 

$

(0.002)

 

$

(0.001)

 

$

(0.003)

 

$

(0.003)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

common shares outstanding

 

 

 4,550,000

 

 

3,425,843

 

 

4,550,000

 

 

3,374,102

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




-The accompanying notes are an integral part of these financial statements -



6




El Palenque Vivero, Inc.

(A Development Stage Company)

Interim Statement of Changes in Stockholders’ Equity

For the period of June 21, 2006 (Inception) to March 31, 2008






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Additional

 

During the

 

 

 

 

 

Common Stock

 

Paid-in

 

Development

 

 

 

 

 

Shares

 

Amount

 

Capital

 

Stage

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inception - June 21, 2006

 

 

 -

 

$

 -

 

$

 -

 

$

 -

 

$

 -

   Common shares issued to a founder

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      at $0.005 cash per share, June 30, 2006

 

 1,000,000

 

 

 1,000

 

 

 4,000

 

 

 -

 

 

 5,000

   Common shares issued to founders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      at $0.01 cash per share, August 1, 2006

 

 1,500,000

 

 

 1,500

 

 

 13,500

 

 

 -

 

 

 15,000

   Loss for the period

 

 

 -

 

 

 -

 

 

 -

 

 

 (2,631)

 

 

 (2,631)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - September 30, 2006

 

 

 2,500,000

 

$

2,500

 

$

17,500

 

$

(2,631)

 

$

17,369

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Common shares issued for cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      at $0.04 per share, June 1, 2007

 

 

 2,050,000

 

 

 2,050

 

 

79,950

 

 

 -

 

 

 82,000

   Loss for the year

 

 

 -

 

 

 -

 

 

 -

 

 

 (16,960)

 

 

 (16,960)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - September 30, 2007

 

 

 4,550,000

 

 

 4,550

 

 

97,450

 

 

 (19,591)

 

 

 82,409

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Loss for the period

 

 

 -

 

 

 -

 

 

 -

 

 

(12,173)

 

 

(12,173)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – March 31, 2008 (unaudited)

 

 

 4,550,000

 

$

 4,550

 

$

 97,450

 

$

(31,764)

 

$

70,236

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 





-The accompanying notes are an integral part of these financial statements -




7




El Palenque Vivero, Inc.

(A Development Stage Company)

Interim Statements of Cash Flows

(Unaudited)






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative from

 

 

 

 

 

 

 

 

Inception

 

 

 

 

 

 

 

 

 

(June 21, 2006) to

 

 

 

Six Months Ended March 31,

 

March 31,

 

 

 

 

2008

 

 

2007

 

2008

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

Net loss

$

(12,173)

 

$

(8,872)

 

$

(31,764)

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

 

 

 

 

Decrease in prepaid expenses

 

-

 

 

3,929

 

 

-

 

Increase (decrease) in accounts payable and accrued liabilities

 

255

 

 

(656)

 

 

1,855

 

 

Net Cash Used in Operating Activities

 

(11,918)

 

 

(5,599)

 

 

(29,909)

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by (Used in) Investing Activities

 

 -

 

 

 -

 

 

 -

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Common stock issued for cash

 

 -

 

 

40,000

 

 

102,000

 

 

Net Cash Provided by Financing Activities

 

 -

 

 

40,000

 

 

102,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

(11,918)

 

 

34,401

 

 

72,091

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

84,009

 

 

13,440

 

 

 -

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

72,091

 

$

47,841

 

$

72,091

 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures:

 

 

 

 

 

 

 

 

 

Cash paid for Interest

$

 -

 

$

 -

 

$

 -

 

Cash paid for Income Taxes

$

 -

 

$

 -

 

$

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-The accompanying notes are an integral part of these financial statements -



8




El Palenque Vivero, Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

March 31, 2008

(Unaudited)




NOTE 1 -

ORGANIZATION AND DESCRIPTION OF BUSINESS


El Palenque Vivero, Inc. (the “Company”) was incorporated in the State of Nevada on June 21, 2006.  The Company was originally incorporated as El Palenque Nercery, Inc. and changed its name to El Palenque Vivero, Inc. on June 30, 2006.  It is based in Cuernavaca, Morelos Mexico.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is September 30.

The Company is a development stage company that intends to open and operate a plant nursery in the state of Morelos, Mexico.  To date, the Company’s activities have been limited to its formation and the raising of equity capital.  


NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents


Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $72,091 in cash and cash equivalents at March 31, 2008.


Start-Up Costs


In accordance with the American Institute of Certified Public Accountants Statement of Position 98-5, “Reporting on the Costs of Start-up Activities”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.


Earnings (Loss) per Share of Common Stock


The Company has adopted Financial Accounting Standards Board (“FASB”) Statement Number 128, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.






9




El Palenque Vivero, Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

March 31, 2008

(Unaudited)




NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Segmented Reporting


SFAS Number 131, “Disclosure About Segments of an Enterprise and Related Information”, changed the way public companies report information about segments of their business in their quarterly reports issued to shareholders.  It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenues and its major customers.  The company presently operates only in Mexico.


Foreign Currency Transactions


The Company’s functional currency is the Mexican Peso.  The Company’s reporting currency is the U.S. Dollar.  All transactions initiated in Mexican Pesos are translated to U.S. Dollars in accordance with SFAS No. 52 “Foreign Currency Translation” as follows:


(i)

Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date;

(ii)

Equity at historical rates; and

(iii)

Revenue and expense items at the average rate of exchange prevailing during the period.


Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss.  Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income.


For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date.  If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.


No significant realized exchange gains or losses were recorded from inception (June 21, 2006) to March 31, 2008.


Stock-Based Compensation


The Company adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment”, which establishes accounting for equity instruments exchanged for employee services.  Under the provisions of SFAS 123(R), stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant).  The Company accounts for share-based payments to non-employees, in accordance with SFAS 123 (as originally issued) and Emerging Issues Task force Issue No 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”.








10




El Palenque Vivero, Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

March 31, 2008

(Unaudited)




NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Comprehensive Income (Loss)


SFAS No. 130, “Reporting Comprehensive Income”, establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements.  From inception (June 21, 2006) to March 31, 2008, the Company had no items of other comprehensive income.  Therefore, net loss equals comprehensive loss from inception (June 21, 2006) to March 31, 2008.


Revenue Recognition


The Company recognizes revenue from the sale of products and services in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial Statements.”  Revenue will consist of plant sales and will be recognized only when all of the following criteria have been met:


(i)

Persuasive evidence for an agreement exists;

(ii)

Delivery has occurred;

(iii)

The fee is fixed or determinable; and

(iv)

Revenue is reasonably assured.


Recent Accounting Pronouncements


None of the following new pronouncements has current application to the Company, but will be implemented in the Company’s future financial reporting when applicable.


In March 2008, FASB issued Financial Accounting Standards No. 161, “Disclosure about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133.” The use and complexity of derivative instruments and hedging activities have increased significantly over the past several years. Constituents have expressed concerns that the existing disclosure requirements in FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities”, do not provide adequate information about how derivative and hedging activities affect an entity’s financial position, financial performance, and cash flows. Accordingly, this Statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.


In December 2007, FASB issued Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51.” This statement amends ARB No. 51 to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards of the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent.  SFAS 160 is effective for fiscal years, and interim periods with those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends).







11




El Palenque Vivero, Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

March 31, 2008

(Unaudited)




NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Recent Accounting Pronouncements (continued)


In December 2007, FASB issued a revision to Financial Accounting Standards No. 141 (revised 2007), “Business Combinations.”  The objective of this Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.


In February 2007, FASB issued Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115.”  This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments.  SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007.


In September 2006, FASB issued Financial Accounting Standards No. 157, “Fair Value Measurements.”   This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice.  SFAS 157 is effective in the first fiscal year that begins after November 15, 2007.


NOTE 3 -   CAPITAL STOCK

        

Authorized Stock


The Company has authorized 100,000,000 common shares and 100,000,000 preferred shares, both with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.


Share Issuance


From inception of the Company (June 21, 2006) to March 31, 2008, the Company has issued 1,000,000 common shares at $0.005 per share, 1,500,000 common shares at $0.01 per share, and 2,050,000 common shares at $0.04 per share, resulting in total proceeds of $102,000 and 4,550,000 common shares issued and outstanding at March 31, 2008. Of these shares, 2,500,000 were issued to directors and officers of the Company and 2,050,000 were issued to independent investors.


There are no preferred shares outstanding.  The Company has issued no authorized preferred shares.  The Company has no stock option plan, warrants or other dilutive securities.



12




El Palenque Vivero, Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

March 31, 2008

(Unaudited)




NOTE 4 -

INCOME TAXES


The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under SFAS No. 109 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years. Minimal development stage deferred tax assets arising as a result of net operating loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from June 21, 2006 (date of inception) through March 31, 2008 of $31,764 will begin to expire in 2026. Accordingly, deferred tax assets of approximately $10,800 were offset by the valuation allowance, which increased by approximately $4,300 during the period ended March 31, 2008.


NOTE 5 -

GOING CONCERN AND LIQUIDITY CONSIDERATIONS


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As at March 31, 2008, the Company had a loss from operations of $12,173, an accumulated deficit of $31,764, and working capital of $70,236 and has earned no revenues since inception.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending September 30, 2008.


The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.


In response to these problems, management intends to raise additional funds through public or private placement offerings.


These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.











13






ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward looking statements, which apply only as of the date of this quarterly report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Results of Operations


We have generated no revenues since inception (June 21, 2006) and have incurred $31,764 in expenses through March 31, 2008.

The following table provides selected financial data about our company as of and for the six-month period ended March 31, 2008.


 

 

Balance Sheet Data:

 

 

March 31, 2008

 

 

 

 

  

 

 

  

 

 

 

 

Cash

 

$

72,091

 

 

 

 

Total assets

 

$

72,091

 

 

 

 

Total liabilities

 

$

1,855

 

 

 

 

Stockholders' Equity

          

$

70,236

 

 


Our cash in the bank at March 31, 2008 was $72,091.  Net cash provided by financing activities since inception through March 31, 2008, was $102,000, consisting of $82,000 raised from the sale of common stock, $82,000 from independent investors and $20,000 from directors and/or officers of the Company.

Plan of Operation


Our auditors have issued a going concern opinion on our September 30, 2007 audited financial statements, refer to note 5. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have not generated any revenues and there is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from other sources. Our only other source for cash at this time is investments by others. We must raise cash to stay in business. We raised $82,000 from our private and public offerings. Under these offerings we sold 2,050,000 shares at $0.04 per share to 37 shareholders. These shares, together with 2,500,000 shares sold to two directors upon inception for $20,000, brings the total proceeds received from stock sales to $102,000, the total number of shares issued to 4,550,000 shares, and the total number of shareholders to 39.


El Palenque is a development stage company that has no operations, no revenue, no financial backing and limited assets.  Our plan is to open a plant nursery in Cuernavaca, Mexico and market our products to local residents and businesses via advertising and word of mouth.


We will start operations by leasing approximately two (2) hectares (approx. 5 acres) of land for our plant nursery in the city of Cuernavaca in the state of Morelos, Mexico.  We have raised the required amount of funds through our offerings and therefore consider the financing sufficient to lease land for our nursery and commence with operations.


During the next 12 months of operations, we will incorporate a subsidiary Mexican corporation, locate land to lease, make the necessary improvements, source the required nursery supplies, and commence with production of our products to sell to the public.


We estimate that we will not be able to generate significant revenues from nursery sales within the 12 months of development.


Milestones to Implement our Business


Here is an outline of our next 12-month period plan.  We have closed our offering and feel we have raised sufficient funds for us to begin implementing our business plan.


Months 1-3:


·

Incorporate the Mexican subsidiary company.

·

Locate suitable land


Months 3-6:


·

Lease the land.  Land will be approximately 2 hectares and should be approx. $2,000 per month.

·

Permits – Obtain a Licencia de Fomento Hortila y Ornamental issued by the Department of Agriculture.  

·

Interview employees for work beginning in months 6-10.  All employees will be required to be registered in the Mexican government’s social security system.  


Months 6-10:


·

Begin work to complete nursery – employ 1 night security person, 1 administrator and 2 full-time workers.

·

Complete land improvements.  We anticipate building a small office with some parking.  This office will be used by the office administrator and for potential customers.  

·

Construct a large water depository tank with two pumps, one electric and one gas (the gas pump is the back-up if the electricity goes down).  The tank will be the source for water that will flow through the irrigation and sprinkler system to supply the plants with the necessary moisture.

·

Construction of a reproduction area that is covered with netting.  This area will use special netting as needed; some netting will provide special ultraviolet protection, while other netting will allow more moisture.  The netting will be customized according to the required sun and water exposures as needed. This is the area for the seedlings to reproduce with the netting giving protection from the direct sun and excessive rain.  This allows the plants to grow from seedlings to when they can be moved to the main growing area.

·

Construction of an irrigation and sprinkler system.  We will have a large open water tank that will have an electric and a gas pump, to allow access to at least one pump, so as not to be dependent on either electric or gas power sources.  We will have a pipe system that will supply water as needed to the large growing area.  This irrigation system will be on a closed loop so that the water pressure is constant.  There will be exits every 10-15 feet or as needed to allow control of the water supply and quantity to the growing areas, as needed.  This growing area will occupy approximately 80-90% of the land.  The growing area will be customized to handle our 3 lines of plants; short-term, medium-term, and long-term, as each has specific growing requirements.


Months 10-12


·

First production of our products.

·

Growing a range of plants which are classified by their growing times:


Short-term Plants

·

Plants that will grow in a period of 1-4 months.

·

Consisting of the edible organic herbs, plants such as roses, orchids, passion flowers, gardenia, tulips etc.



14







·

Seasonal plants such as poinsettias.


Mid-term Plants

·

Plants that are grown in a period of 5-12 months.

·

Types of plants include decorative malanga (a tuber similar to a sweet potato), decorative yucca, iris, and bougainvillea.


Long-term Plants

·

Plants that are grown in a period of one year or more.

·

Ficus, palms and oleanders.

·

Fruit trees including orange, mandarin, avocado, grapefruit, guava, cacao and lime.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance.  We are a development stage corporation and have not generated any revenues from business operations.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  Equity financing could result in additional dilution to existing shareholders.

Currently, we have no financing plans.

Liquidity and Capital Resources

As of the date of this report, we have yet to generate any revenues from our business operations.

Since inception our main source for cash has been the sale of our equity securities.  Upon inception, we issued 2,500,000 shares of common stock to two directors for $20,000.  In June 2006, we completed a private offering of 925,000 shares of common stock to 18 persons in consideration of $37,000.  This offering was made pursuant to the exemption from registration contained in Rule 504 of Regulation D under the Securities Act.  During December 2006 to June 2007, we issued 1,125,000 shares of common stock to 19 persons in consideration of $45,000.  These shares were issued pursuant to our Prospectus filed as part of our registration statement on Form SB2 and declared effective on December 11, 2006.  We raised a total of $102,000 from the sale of our common stock.

As of the date of this filing, we have yet to begin operations and therefore have not generated any revenues.


As of March 31, 2008, our cash and total assets were $72,091 and our total liabilities were $1,855.

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 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



15






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.


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 6.   EXHIBITS


The following exhibits are included with this quarterly filing.


Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our Form SB-2 Registration Statement, SEC File Number 333-138927, on the SEC website at www.sec.gov:


Exhibit

Number

Description


3.1

Articles of Incorporation*

3.2

Bylaws*

31.1

Rule 13a-14(a)/15d-14a(a) Certifications

32.1

Section 1350 Certifications



16







SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 21st day of April, 2008.





    

El Palenque Vivero, Inc. (Registrant)


By:

/s/ Francisco Mendez

______________________________

Francisco Mendez, Director, President,

Treasurer, Principal Executive Officer,

Principal Financial Officer



By:

/s/ Yosbani Mendez

______________________________

Yosbani Mendez, Director and Secretary




17



EX-31 2 exhibit3133108.htm CERTIFICATION EXHIBIT 31


EXHIBIT 31.1

CERTIFICATIONS OF CHIEF EXECUTIVE AND FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, Francisco Mendez, certify that:


1.

I have reviewed this report on Form 10-QSB of El Palenque Vivero, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report my 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

(d)

Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, the small business issuer’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 small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’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 control over financial reporting.

Date:  April 21, 2008

/s/ Francisco Mendez____________________

Francisco Mendez

Principal Executive and Financial Officer






EX-32 3 exhibit3233108.htm CERTIFICATION Exhibit 32

Exhibit 32.1


CERTIFICATION OF CHIEF 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


In connection with the Quarterly Report of El Palenque Vivero, Inc. (the “Company”) on Form 10-QSB for the period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Francisco Mendez, Chief Executive and Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sect. 1350, as adopted pursuant to Sect. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certification as of the 21 day of April, 2008.


/s/ Francisco Mendez______________

Francisco Mendez

Chief Executive and Financial Officer






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