0001214782-13-000033.txt : 20130122 0001214782-13-000033.hdr.sgml : 20130121 20130122083931 ACCESSION NUMBER: 0001214782-13-000033 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20121130 FILED AS OF DATE: 20130122 DATE AS OF CHANGE: 20130122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIM BEVERAGE, INC. CENTRAL INDEX KEY: 0001478087 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-164033 FILM NUMBER: 13539041 BUSINESS ADDRESS: STREET 1: 1223 WILSHIRE BOULEVARD #467 CITY: SANTA MONICA STATE: CA ZIP: 90403 BUSINESS PHONE: 917.292.2766 MAIL ADDRESS: STREET 1: 1223 WILSHIRE BOULEVARD #467 CITY: SANTA MONICA STATE: CA ZIP: 90403 10-Q 1 vim10q113012.htm VIM BEVERAGE, INC. FORM 10-Q FOR NOVEMBER 30, 2012 vim10q113012.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(Mark One)

x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2012

o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from ____________ to ______________

Commission file number: 333-164033

VIM BEVERAGE, INC.
(Name of registrant in its charter)

Nevada
2080
26-1855590
(State or jurisdiction of incorporation or organization) 
(Primary Standard Industrial Classification Code Number)
(IRS Employer Identification No.) 

1301 Bank of America Tower, Suite 1132
12 Harcourt Road, Central Hong Kong
(Address of principal executive offices)

852 2115 9628
(Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x

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

At January 17, 2013, there were 5,595,000 shares of the Issuer's common stock outstanding.
 
 
 

 
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
 
VIM BEVERAGE, INC.
(A Development Stage Company)
BALANCE SHEETS
 
   
November 30,
2012
$
(Unaudited)
   
February 29, 2012
$
 
             
ASSETS
           
             
CURRENT ASSETS
           
             
Cash
    1,983       7,865  
                 
Total Current Assets
    1,983       7,865  
                 
Total Assets
    1,983       7,865  
                 
                 
LIABILITIES AND SHAREHOLDERS’ DEFICIT
               
                 
LIABILITIES
               
                 
CURRENT LIABILITIES
               
                 
Accounts payable and accrued liabilities
    6,295       2,998  
Line of credit – related party
    50,000       25,000  
Accrued interest on line of credit – related party
    4,208       855  
                 
Total Current Liabilities
    60,503       28,853  
                 
Total Liabilities
    60,503       28,853  
                 
                 
SHAREHOLDERS’ DEFICIT
               
                 
Common stock, $.001 par value, 30,000,000 shares authorized, 5,595,000 shares issued
    5,595       5,595  
Additional paid in capital
    58,905       58,905  
Deficit accumulated during the development stage
    (123,020 )     (85,488 )
                 
Total Shareholders’ Deficit
    (58,520 )     (20,988 )
                 
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
    1,983       7,865  
                 
 
The accompanying notes are an integral part of these financial statements
 
F-1

 
VIM BEVERAGE, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
 
   
Three Months Ended
November 30, 2012
$
   
Three Months Ended
November 30, 2011
$
   
Nine Months
Ended
November 30, 2012
$
   
Nine Months
Ended
November 30, 2011
$
   
March 31, 2008 (Inception) to
November 30, 2012
$
 
                               
EXPENSES
                             
                               
General and administrative
    7,223       8,082       34,179       22,352       119,362  
                                         
Total Expenses
    7,223       8,082       34,179       22,352       119,362  
Loss from Operations
    (7,223 )     (8,082 )     (34,179 )     (22,352 )     (119,362 )
                                         
OTHER INCOME (EXPENSE)
                                       
  Interest expense
    (1,456 )     (300 )     (3,353 )     (300 )     (4,208 )
  Interest income
    -       -       -       -       550  
                                         
Total Other Income (Expense)
    (1,456 )     (300 )     (3,353 )     (300 )     (3,658 )
                                         
NET LOSS
    (8,679 )     (8,382 )     (37,532 )     (22,652 )     (123,020 )
                                         
                                         
NET LOSS PER SHARE:
BASIC AND DILUTED
     (0.00 )      (0.00 )      (0.01 )      (0.00 )        
                                         
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC AND DILUTED
      5,595,000         5,595,000         5,595,000         5,595,000          
                                         
 

 
 

 
 
The accompanying notes are an integral part of these financial statements
 
 
F-2

 
 
VIM BEVERAGE, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
Nine Months
 Ended
November 30, 2012
$
   
Nine Months
 Ended
November 30, 2011
$
   
March 31, 2008 (Inception) to
November 30,
2012
$
 
                   
CASH FLOWS USED IN OPERATING ACTIVITIES
                 
                   
Net loss
    (37,532 )     (22,652 )     (123,020 )
                         
 Changes in operating assets and liabilities:
                       
                         
Accrued interest on line of credit – related party
    3,353       300       4,208  
Accounts payable and accrued liabilities
    3,297       95       6,295  
                         
Net Cash Used in Operating Activities
    (30,882 )     (22,257 )     (112,517 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
                         
Advance from related party – line of credit
    25,000       10,000       50,000  
Cash received from sale of common stock
                64,500  
                         
Net Cash From Financing Activities
    25,000       10,000       114,500  
                         
NET CHANGE IN CASH
    (5,882 )     (12,257 )     1,983  
                         
CASH – BEGINNING
    7,865       14,389        
                         
CASH – ENDING
    1,983       2,132       1,983  
                         
                         
Supplemental Cash Flow Information:
                       
                         
Cash paid for:
                       
Interest
                 
Income taxes
                 
                         
                         
 
The accompanying notes are an integral part of these financial statements
 
 
 
F-3

 
VIM BEVERAGE, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2012
(Unaudited)
 
 
NOTE 1 – BASIS OF PRESENTATION
 
The accompanying unaudited interim financial statements of Vim Beverage, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2012 as reported in Form 10-K, have been omitted.

Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $123,020 as of November 30, 2012 and further losses are anticipated in the development of its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and advances from officers and/or issuances of common stock for cash.

NOTE 2 – RELATED PARTY TRANSACTIONS

In March 2011, the Company entered into a Revolving Line of Credit Agreement with Mr. Aaron Suen, a Company director and officer.  Mr. Suen has agreed to advance up to $50,000 at an annual interest rate of 12%.  The agreement expired on March 25, 2012, was extended until December 31, 2012, and has subsequently been extended until December 31, 2013 (see Note 3). In October 2012, Mr. Suen increased the credit limit of the Revolving Line of Credit Agreement to $100,000. In the event of default all past due principal and interest shall bear interest at the rate of 15% per annum.

As of November 30, 2012, the Company had a balance of $50,000 owed to Mr. Suen and recorded accrued interest of $4,208. The balances owed to Mr. Suen are unsecured.

NOTE 3 – SUBSEQUENT EVENT

During December 2012, Mr. Suen advanced an additional $10,000 to the Company in accordance with the Revolving Line of Credit Agreement.

In January 2013, and effective December 31, 2012, the Company and Mr. Suen amended the Revolving Line of Credit Agreement and the notes issued in connection therewith to extend the due date of such Revolving Line of Credit Agreement and notes to December 31, 2013.

 
F-4

 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
 
This Report contains forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements include the information concerning our future financial performance, business strategy, projected plans and objectives. These factors include, among others, the factors set forth below under the heading "Risk Factors." although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Most of these factors are difficult to predict accurately and are generally beyond our control. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report. These factors include:

 
Risks relating to our ability to secure glacial water for our planned products;
 
Our need for additional capital to commence our operations;
 
Our dependence on our officers and Directors and their contacts;
 
The fact that our officers and Directors exercise majority voting control over the Company;
 
The fact that our officers and Directors have employment outside of the Company;
 
Our lack of operating history;
 
Our substantial losses to date;
 
The competitiveness of our industry;
 
Our ability to grow our operations;
 
The ability of our shareholders to enforce civil liabilities in the U.S. and outside of the U.S.;
 
The substantial costs associated with operating as a publicly reporting company;
 
Dilution due to actions we may take in the future to raise financing;
 
Volatility in the market for our common stock; and
 
Other risk factors included under “Risk Factors” in this Report.
 
You should read the matters described in “Risk Factors” and the other cautionary statements made in this Report as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.
 
In this Quarterly Report on Form 10-Q, we may rely on and refer to information regarding the United States and global market for beverages, which come from market research reports, analyst reports and other publicly available information.  Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information, and we have not independently verified any of it.

References in this Quarterly Report on Form 10-Q, unless another date is stated, are to November 30, 2012. As used herein, the "Company," “VIM,” “Vim Beverage”, "we," "us," "our" and words of similar meaning refer to Vim Beverage, Inc.

History

We were incorporated as a Nevada corporation on March 31, 2008. We have had no material operations to date. Moving forward, we intend to manufacture and formulate for sale, bottled water, vitamin enhanced flavored water, and a unique concentrated energy water. It is our intention to develop a business concept that blends health nutrition, lifestyle, and water, in one complete package with unique design and marketing elements. We anticipate gathering our water, which will be the basis of all our products, from a glacial source; however, we do not currently have any agreements in place relating to the acquisition or extraction of such water or the location of such source. We also plan to concentrate on producing water with extremely low total dissolved solids. We plan to market our product line as an alternative to sugar-laden sodas and fruit juices.
 
 
1

 
As there are no glacial sources located in Hong Kong, where our principal business is located, we will face difficulties and expenses associated with locating a suitable glacial source for our water, harvesting such water, and transporting such water to bottling plants we may contract with in the future via barge.  These expenses could significantly increase our cost of production and shipping costs and could also make it more difficult to supervise and provide quality control over the process of harvesting the water we plan to use in our products, which in turn could cause us to expend additional resources purifying such water before it is able to be used.

Product Description
 
Our products are planned to be segmented into four separate beverages, none of which have been produced to date, and all of which will require substantial additional funding:
  
VIM Pure
 
VIM Pure is planned to contain only glacial water. Water purity and quality is directly related to the amount of total dissolved solids (“TDS”) found in the water. TDS is expressed in unit of milligrams per unit of water (“mg/l”), also referred to as parts per million (“ppm”). We intend to produce water with a low amount of TDS.
 
VIM DNA
 
The planned VIM DNA category will consist of our health themed line of drinks enriched with essential vitamins and minerals. The VIM DNA category is planned to encompass water infused with antioxidant fruits, electrolytes, vitamins, minerals and herbal extracts.
   
VIM Energy
 
VIM “Mighty Mite” is proposed to be our form of energy water. The beverage is planned to be made from water containing natural caffeine and essential amino acids, and is planned to be offered in a smaller package than our other planned beverages.
 
VIM Lite
 
With a hint of flavor, VIM Lite is planned to be made from water and other additives (similar to VIM DNA), but low in sugars and therefore low in calories but full of nutrients.

Timing and Estimated Costs of Implementing Business Plan
 
Below is a discussion of the steps we need to take to implement our business plan, the proposed time frame for each step (assuming we had funding in place to complete each step), the estimated costs for each step, and the impact a lack of funding would have upon same:
  
VIM Pure line (described below):
 
 
A.
Transport glacial water via barge. Cost approximately $4,800 (1-2 days)
 
B.
Cost of 300,000 Gallons of water: Cost approximately $9,000
 
C.
Bottle the water via co-packer. Cost approximately $60,000 (30 days)
 
D.
Transportation to warehouse for distribution. Cost approximately $18,000
   
Total approximate cost - $91,800
 
 
 
2

 
VIM DNA line (described below):
 
 
A.
Formulate at least 3 different flavored waters with beverage formulators (1-2 months)
   
Cost of formulation and ingredients: Cost approximately $174,000
 
B.
Cost of 300,000 Gallons of water: Cost approximately $9,000
 
C
Use a co-packer to bottle. Cost approximately $60,000 (30 days)
 
D.
Transportation to warehouse for distribution. Cost approximately $18,000
   
Total approximate cost - $261,000
 
Additionally, each product line will require approximately an additional $135,000 in costs relating to the design of the bottles and production of such bottles as described below:
 
 
1.
Bottle design and label design. Cost approximately $15,000 (1 month)
     
 
2.
Production of the bottles. Cost approximately $120,000 (3-4 months)
 
Additionally, we anticipate that the total cost of our marketing program, described below could be up to $200,000, provided that we do not plan to begin marketing our products until we have produced a product to market and anticipate spending only limited funds on marketing until such time, if ever, as our products generate sufficient revenue to support greater marketing expenses or we are able to raise additional funding to support such marketing efforts.
 
We initially plan to bring the VIM Pure line (described above) to market, and as such will initially require $91,800 in total costs to produce such product and an additional $135,000 to design and produce such product (as described above), for a total approximate initial cost of production of $226,800.  The total estimated cost could change based on the amount of products produced and we will have ongoing costs and expenses for transportation and bottling costs assuming we are able to produce and sell our products as planned.  
 
Additionally, as described below, we believe we may need up to $200,000 to undertake our marketing program, which we believe will help build brand awareness and demand for our products, but is not required for us to actually start production or the sale of our initial planned product line.  Therefore we currently anticipate the need for $426,800 to bring VIM Pure, our initial product, to market and begin implementing our business plan.
 
We will commence the production of the VIM Pure line when we have raised sufficient funding to complete and market such product line, initially $426,800, provided that we may produce lesser quantities or spend less funds on marketing, which in turn will have less expense, if we are unable to raise the entire $426,800 we anticipate requiring.

We hope to raise the funding required to commence production and marketing of our initial product line through sales of debt and equity securities moving forward.  On May 2, 2012, our common stock was approved for quotation on the Over-The-Counter Bulletin Board (the “OTCBB”) under the symbol “VIMB”, provided that no shares of our common stock have traded to date.  We believe that investors will be more willing to invest in the Company now that there is a public market for our common stock and that we are a reporting company with the SEC.  In the event we are unable to raise funds through the sale of debt or equity in the future, we may seek traditional bank financing in order to raise the funding we will require as described above.
  
We anticipate launching our first product approximately four to six months after we are able to raise the $426,800 we anticipate needing to complete our initial product line and market such product as described above, the exact timing of which will depend on the timing of funding and any marketing activities we undertake in connection with the product.  We have not currently raised any of the approximately $426,800 we will require to launch our first product line.
   
In the event our VIM Pure line is successful, we plan to produce and market our VIM DNA line (described above), which has a total estimated cost of $261,000, plus approximately an additional $135,000 in bottling costs, and $200,000 in marketing costs, or $596,000 in total. We do not currently anticipate producing our VIM DNA line within the next twelve months.
 
3

 
We will also need to enter into production and distribution agreements for our planned products and such agreements and the terms of such agreements could adversely affect our estimated expenses and raise our estimated costs of bringing our planned products to market. Not being able to obtain financing will greatly impact our business plan and could force us to raise additional capital, delay our product production or require us to reduce the amount and number of products produced.
 
Without additional funding we will be unable to complete the above proposed stages. The lack of funding in this stage will affect our ability to produce products and generate revenues. We do not currently have any formal commitments or identified sources of additional capital from third parties or from our officers, Directors or majority shareholders other than the Line of Credit (described below under “Liquidity and Capital Resources”), which we believe will be sufficient to pay our filing obligations and expenses for approximately the next 12 months, but will not be sufficient for us to begin our business plan or produce or market any products. We can provide no assurance that if we require additional financing, it will be available on favorable terms, if at all. If we are not able to raise the capital necessary to continue our business operations, we may be forced to abandon or curtail our business plan and/or suspend our business activities.
 
Plan of Operation
 
Our plan of operation for the next twelve months is to continue our filings with the Commission and attempt to raise additional funding through the sale of debt or equity securities to enable us to produce and market our first planned product line, VIM Pure (as described above) at a total estimated cost of $426,800, which funds we do not currently have.  We hope to be in a position to launch VIM Pure within four to six months of us being able to raise the $426,800 we believe we will require to produce and market VIM Pure.

We plan to use funds available from our Line of Credit (described below) to support our operations and pay the filing expenses associated with our filings with the Commission for approximately the next 12 months, or until we are able to raise sufficient funding to continue our business plan and begin the production of our first product line.
 
The initial phase of our VIM Pure product line is planned to only include the sale of water bottled from the source in glass packaging, which we hope to sell in hotels, restaurants and cafes.
 
Assuming we are able to establish some brand recognition, we intend to commence the second stage of our business plan, the production of VIM DNA, at an estimated cost of approximately $596,000, which will be to enhance our water with flavors and/or vitamins.
 
We believe that we have enough funds on hand and available to us through the Line of Credit to allow us to pay our ongoing expenses for approximately the next twelve months, provided that we do not currently have sufficient funds to produce any products, and we do not anticipate generating any revenues until we have produced products and are in a position to sell such products in the marketplace.
 
We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our planned product production activities or marketing program. We believe that debt financing will not be an alternative for funding the complete production and marketing program. We do not have any arrangements in place for any future equity financing.
 
 
4

 
We have not and do not intend to seek debt financing by way of bank loan, line of credit (other than the Line of Credit) or otherwise. Financial institutions do not typically lend money to startup companies with no stable source of revenue.
 
We plan to begin producing our product as soon as we have sufficient funds in place to support our operations and pay for such costs of production; however, it is currently unclear when we will have such funding in place, if at all.
 
Three months Ended November 30, 2012 and November 30, 2011
 
We did not generate any revenues during the three months ended November 30, 2012 or the three months ended November 30, 2011, and have not generated any revenues to date.
 
We incurred operating expenses in the amount of $7,223 for the three months ended November 30, 2012, compared to $8,082 for the three months ended November 30, 2011, a decrease in operating expenses of $859 or 11% from the prior period.  Operating expenses for both periods consisted of general and administrative expenses.  The reason for the decrease in operating expenses was mainly due to decreased legal, accounting expenses, and transfer agent expense for the three months ended November 30, 2012.

We had interest expense of $1,456 for the three months ended November 30, 2012, compared to interest expense of $300 for the three months ended November 30, 2011, an increase of $1,156 from the prior period.  Interest expense was in connection with amounts owed on the Line of Credit, described below and increased due to a larger amount of funds being outstanding under the Line of Credit during the three months ended November 30, 2012, compared to the three months ended November 30, 2011.

We had a net loss of $8,679 for the three months ended November 30, 2012, compared to a net loss of $8,382 for the three months ended November 30, 2011, an increase in net loss of $297 or 4% from the prior period.

Nine months Ended November 30, 2012 and November 30, 2011
 
We did not generate any revenues during the nine months ended November 30, 2012 or the nine months ended November 30, 2011, and have not generated any revenues to date.
 
We incurred operating expenses in the amount of $34,179 for the nine months ended November 30, 2012, compared to $22,352 for the nine months ended November 30, 2011, an increase in operating expenses of $11,827 or 53% from the prior period.  Operating expenses for both periods consisted of general and administrative expenses.  The reason for the increase in operating expenses was mainly due to increased legal, accounting expenses, and transfer agent expense for the nine months ended November 30, 2012 compared to the prior period.

We had interest expense of $3,353 for the nine months ended November 30, 2012, compared to interest expense of $300 for the nine months ended November 30, 2011, an increase of $3,053 from the prior period.  Interest expense was in connection with amounts owed on the Line of Credit, described below and increased due to a larger amount of funds being outstanding under the Line of Credit during the nine months ended November 30, 2012, compared to the nine months ended November 30, 2011.

We had a net loss of $37,532 for the nine months ended November 30, 2012, compared to a net loss of $22,652 for the nine months ended November 30, 2011, an increase in net loss of $14,880 or 66% from the prior period.

 
5

 
Liquidity and Capital Resources
 
We have not generated any revenues from our proposed business operations to date.
 
We had total assets, consisting solely of current assets of cash of $1,983 as of November 30, 2012.  
 
We had total liabilities consisting solely of current liabilities of $60,503 as of November 30, 2012, which included $6,295 of accounts payable and accrued liabilities, $50,000 of amounts borrowed under the Line of Credit and $4,208 of accrued and unpaid interest on the Line of Credit.
 
We had negative working capital of $58,520 and a total accumulated deficit of $123,020 as of November 30, 2012.
 
We had net cash flows used in operating activities of $30,882 for the nine months ended November 30, 2012, which included $37,532 of net loss offset by $3,353 of increase in accrued interest on Line of Credit and $3,297 of increase of accounts payable and accrued liabilities.

We had $25,000 of net cash from financing activities for the nine months ended November 30, 2012, which was solely due to $25,000 borrowed under the Line of Credit.
 
We sold 5,000,000 shares of common stock to two purchasers in March 2008. The purchasers purchased the shares at a price of $0.001 per common share for total cash consideration of $2,500 each.
 
We sold 595,000 shares of common stock through a private placement to accredited investors from March 2008 to February 2009 and raised $59,500 at $0.10 per share.

In March 2011, we entered into a Revolving Line of Credit Agreement with Aaron Suen, our Chief Executive Officer and Director, who agreed to loan us up to $50,000 under a Revolving Line of Credit (the “Line of Credit”) as requested by the Company from time to time (on a revolving basis)(each an “Advance”) until March 25, 2012, pursuant to the terms of the Line of Credit, which Line of Credit was subsequently extended until December 31, 2012 and again to December 31, 2013.  Any amounts borrowed under the Line of Credit will be evidenced by a separate promissory note (each a “Note”) and bear interest at the rate of 12% per annum, provided that if an event of default occurs (as provided in the Line of Credit or the Note), such outstanding amount bears interest at the rate of 15% per annum until paid in full.  The maturity date of each Note was originally March 25, 2012, but was extended until December 31, 2012 in connection with the First Amendment to Revolving Line of Credit and to December 31, 2013, in connection with the Third Amendment to the Revolving Line of Credit entered into in January 2013, and effective December 31, 2012.  The Company had borrowed $50,000 under the Line of Credit as of November 30, 2012, and has borrowed an additional $10,000 under the Line of Credit subsequent to November 30, 2012.   In October 2012, Mr. Suen increased the credit limit of the Line of Credit to $100,000.  The Line of Credit has an available balance of $40,000 as of the date of this filing.  We plan to utilize the Line of Credit to pay our reporting and operations expenses for the next approximately 12 months, provided that the amount available under such Line of Credit will not be sufficient for us to continue our business plan or begin our operations as discussed above.

We do not currently have any formal commitments or identified sources of additional capital from third parties or from our officers, Directors or majority shareholders other than the Line of Credit, which we anticipate being sufficient to pay our filing obligations and expenses for approximately the next 12 months, but will not be sufficient for us to begin our business plan or produce any products. We can provide no assurance that if we require additional financing, it will be available on favorable terms, if at all. If we are not able to raise the capital necessary to continue our business operations, we may be forced to abandon or curtail our business plan and/or suspend our business activities.
  
Our plan of operation for the next twelve months is to continue our filings with the Commission and attempt to raise additional funding through the sale of debt or equity securities to enable us to produce our first planned product line, VIM Pure (as described above) at a total estimated cost of $426,800, which funds we do not currently have.  We plan to use funds available from our Line of Credit to support our operations and pay the filing expenses associated with our filings with the Commission for approximately the next 12 months, or until we are able to raise sufficient funding to continue our business plan and begin the production of our first product line. If we are unable to raise adequate working capital for the remainder of 2012 and 2013, we will be restricted in the implementation of our business plan, the production of our planned products may be delayed, and we may be forced to abandon our current business plan.
 
 
6

 
GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern.  However, the Company has not generated revenues since inception and has an accumulated deficit of $123,020 as of November 30, 2012.  The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital, primarily from its shareholders, to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective due to a lack of segregation of duties and no audit committee.  As resources become available to our Company, we plan to begin to hire sufficient employees to maintain adequate internal controls to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure. 

(b) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.
 
 
 
 
 
7

 

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

ITEM 1A. RISK FACTORS

The Company's business is subject to the following Risk Factors:
 
General
 
We Have No Formal Contract To Source Glacial Water For Our Proposed Business.
 
Currently, we do not have a formal agreement to source glacial water for our proposed line of beverages. If we cannot secure an agreement to source glacial water our operations will be severely impaired. There can be no assurance that we will obtain an agreement that will be on terms that management deems sufficiently favorable. If we are unable to obtain an agreement for glacial water upon terms that management deems sufficiently favorable, or at all, it would have a material adverse impact upon our ability to conduct our business operations.
 
We Require Additional Capital In Order To Take The Necessary Steps To Commence Our Business.
 
We have budgeted the need for approximately $426,800 of additional funding during the next twelve months to commence our business operations and produce our initial product line as planned, which amount includes marketing expenses of up to $200,000. Currently, we do not have sufficient available funds to develop the marketing and advertising materials or fund other operating and general and administrative expenses necessary to commence our business. Further, the Company does not have the funds available to hire independent contractors. We plan to utilize funds available under a $100,000 line of credit with Aaron Suen, our Chief Executive Officer and Director, to pay the expenses associated with our reporting and operations expenses for the next approximately 12 months, provided that the amount available under such line of credit will not be sufficient for us to continue our business plan.  If we cannot secure additional financing, the start of our business and operations could be impaired by limitations on our access to capital. There can be no assurance that capital from outside sources will be available, or if such financing is available, that it will be on terms that management deems sufficiently favorable. If we are unable to obtain additional financing upon terms that management deems sufficiently favorable, or at all, it would have a material adverse impact upon our ability to commence our business operations and pursue our expansion strategy. We have had limited operations to date and did not generate any revenues during the three or nine months ended November 30, 2012 and November 30, 2011 or the years ended February 29, 2012 or February 28, 2011. In the event we do not raise additional capital from conventional sources, it is likely that we may need to scale back or curtail implementing our business plan, which could cause any securities in the Company to be worthless.

Shareholders Who Hold Unregistered Shares Of Our Common Stock Are Subject To Resale Restrictions Pursuant To Rule 144, Due To Our Status As A “Shell Company.”
 
Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets.  As such, we are a “shell company” pursuant to Rule 144, and as such, sales of our securities pursuant to Rule 144 are not able to be made until 1) we have ceased to be a “shell company”; 2) we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all of our required periodic reports for at least the previous one year period prior to any sale pursuant to Rule 144; and a period of at least twelve months has elapsed from the date “Form 10 information” (i.e., information similar to that which would be found in a Form 10 Registration Statement filing with the SEC) has been filed with the Commission reflecting the Company’s status as a non-“shell company.”  Because none of our non-registered securities can be sold pursuant to Rule 144, until at least a year after we cease to be a “shell company”, any non-registered securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after we cease to be a “shell company” and have complied with the other requirements of Rule 144, as described above.  As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash.  Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future.  Our status as a “shell company” could prevent us from raising additional funds, engaging consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless. 
 
 
8

 
We Have Generated No Revenues And Have Limited Operations To Date
 
The Company has generated no revenues since its inception on March 31, 2008, and currently has limited operations. Furthermore, the Company anticipates its expenses increasing due to the Company’s status as a fully reporting company with the Securities and Exchange Commission. We can make no assurances that we will be able to generate any revenues in the future, that we will have sufficient funding to support our operations and pay our expenses and/or that we will be able to gain customers in the future to build our business operations. In the event we are unable to generate revenues and/or support our operations, we will be forced to curtail and/or abandon our current business plan and any investment in the Company could become worthless.
  
The Success Of The Company Depends Heavily On Aaron Suen And His Industry Contacts.
 
The success of the Company will depend on the abilities of Aaron Suen, the President and Chief Executive Officer of the Company, to generate business from his existing contacts and relationships within the food and beverage industry. The loss of Mr. Suen will have a material adverse effect on the business, results of operations (if any) and financial condition of the Company. In addition, the loss of Mr. Suen may force the Company to seek a replacement who may have less experience, fewer contacts, or less understanding of the business. Further, we can make no assurances that we will be able to find a suitable replacement for Mr. Suen, which could force the Company to curtail its operations and/or cause any investment in the Company to become worthless. The Company does not have an employment agreement with Mr. Suen or any key man insurance on Mr. Suen.
 
Our “Affiliates” Exercise Majority Voting Control Over The Company And Therefore Exercise Control Over Corporate Decisions Including The Appointment Of New Directors.
 
Aaron Suen, our President and Director, can vote an aggregate of 2,500,000 shares of our common stock, currently equal to 44.7% of our outstanding common stock, and Candice Suen, our Vice President of Operations and Director, can vote an aggregate of 2,500,000 shares of our common stock, currently equal to 44.7% of our outstanding common stock. Therefore, Mr. Suen and Ms. Suen, our “affiliates” can currently vote 89% of our outstanding shares of common stock and therefore exercise control in determining the outcome of all corporate transactions or other matters, including the election and removal of Directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. Any investors who purchase shares will be minority shareholders and as such will have little to no say in the direction of the Company and the election of Directors. Additionally, it will be difficult if not impossible for investors to remove Mr. Suen or Ms. Suen as a Director of the Company, which will mean they will remain in control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors. As a potential investor in the Company, you should keep in mind that even if you own shares of the Company's Common Stock and wish to vote them at annual or special shareholder meetings, your shares will likely have little effect on the outcome of corporate decisions.
  
 
 
 
 
9

 
Our Officers And Directors Have Other Employment Outside Of The Company, And As Such, May Not Be Able To Devote Sufficient Time To Our Operations.
 
Aaron Suen and Candice Suen, our only officers and Directors, currently have employment outside of the Company. Mr. Suen currently spends approximately 20 hours per week on Company matters. Ms. Suen serves as Vice President of Operations and Director of the Company, and spends approximately 5 hours per week on Company matters. As such Mr. Suen and Ms. Suen may not be able to devote a sufficient amount of time to our operations. This may be exacerbated by the fact that Aaron Suen and Candice Suen are currently our only officers and Directors.  If Mr. Suen and Ms. Suen are not able to spend a sufficient amount of their available time on our operations, we may never gain any clients, may not ever generate any revenue and/or any investment in the Company could become worthless.
 
Our Lack Of An Operating History Makes It Difficult To Forecast Our Future Results, Making Any Investment In Us Highly Speculative.
 
We have no operating history, and as such, our historical financial and operating information is of limited value in predicting our future operating results. We may not accurately forecast customer behavior and recognize or respond to emerging trends, changing preferences or competitive factors facing us, and, therefore, we may fail to make accurate financial forecasts. Our current and future expense levels are based largely on our investment plans and estimates of future revenue. As a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected revenue shortfall, which could then force us to curtail or cease our business operations.
 
Our Losses Raise Substantial Doubt As To Whether We Can Continue As A Going Concern.
 
We had negative working capital of $58,520 as of November 30, 2012 and cumulative operating losses through November 30, 2012 of $123,020. These factors among others indicate that we may be unable to continue as a going concern, particularly in the event that we cannot generate revenues, obtain additional financing and/or attain profitable operations. As such, our independent auditors have raised substantial doubt as to our ability to continue as a going concern in their audited financial statements for the year ended February 29, 2012. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty and if we cannot continue as a going concern, your investment in us could become devalued or worthless.
 
Our Industry Is Highly Competitive.
 
The functional beverage industry is highly competitive and fragmented. The Company expects competition to intensify in the future. The Company competes in its market with numerous national and regional companies, many of which have substantially greater financial, managerial and other resources than those presently available to the Company. Numerous well-established companies are focusing significant resources on functional beverage product lines that currently compete and will compete with the Company's products in the future. The Company can make no assurance that it will be able to effectively compete with these other companies or that competitive pressures, including possible downward pressure on the prices we charge for our products, will not arise. In the event that the Company cannot effectively compete on a continuing basis or competitive pressures arise, such inability to compete or competitive pressures will have a material adverse effect on the Company’s business, results of operations and financial condition.
  
Our Growth Will Place Significant Strains On Our Resources.
 
Since inception on March 31, 2008, the Company has had little to no operations. The Company is currently in the development stage, with no operations, and has not generated any revenues since inception. The Company's growth, if any, is expected to place a significant strain on the Company's managerial, operational and financial resources as the Company currently has only two employees and the Company will likely continue to have limited employees in the future. Furthermore, assuming the Company releases its products and establishes a customer base, it will be required to manage multiple relationships with various distributors and other third parties. These requirements will be exacerbated in the event of further growth of the Company or in the number of its distribution contracts. There can be no assurance that the Company's systems, procedures or controls will be adequate to support the Company's operations or that the Company will be able to achieve the rapid execution necessary to successfully offer its services and implement its business plan. The Company's future operating results, if any, will also depend on its ability to add additional personnel commensurate with the growth of its business, if any. If the Company is unable to manage growth effectively, the Company's business, results of operations and financial condition will be adversely affected.
 
 
10

 
There Is Uncertainty As To Our Ability To Enforce Civil Liabilities Both In And Outside Of The United States Due To The Fact That Our Officers, Directors And Certain Of Our Assets Are Not Located In The United States.
 
Our principal office location is located in Hong Kong, and not in the United States. Additionally, our officers and Directors are not located in the United States, and our current assets and certain of our proposed operations are anticipated to take place in locations other than the United States. As a result, it may be difficult for shareholders to effect service of process within the United States on us or our officers and Directors. In addition, investors may have difficulty enforcing judgments based upon the civil liability provisions of the securities laws of the United States or any state thereof, both in and outside of the United States.
  
We May Face Increased Costs Due To The Fact That We Plan To Harvest Water From Glaciers Which Are Located In Cold Weather Climates Far From Our Base Of Operations In Hong Kong.
 
As there are no glacial sources located in Hong Kong, where our principal business location is located, we will face difficulties and expenses associated with locating a suitable glacial source for our water, harvesting such water, and transporting such water to bottling plants we may contract with in the future via barge.  These expenses could significantly increase our cost of production and shipping costs and could also make it more difficult to supervise and provide quality control over the process of harvesting the water we plan to use in our products, which in turn could cause us to expend additional resources purifying such water before it is able to be used.  If we are unable to locate a glacier suitable for supplying our water, unable to enter into agreements to harvest such water; such glacier is located a significant distance from shipping channels; or we are unable to monitor the quality control of the harvesting process, we could be forced to expend additional funds and it would become significantly more costly to produce our planned products.  This could force us to curtail our business plan or cease our operations, which could cause any investment in the Company to become devalued or worthless.

Our Bylaws Limit The Liability Of, And Provide Indemnification For, Our Officers And Directors.
 
Our Bylaws, provide that every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a Director or officer of the Company is or was serving at the request of the Company or for its benefit as a Director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the general corporation law of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Thus, the Company may be prevented from recovering damages for certain alleged errors or omissions by the officers and Directors for liabilities incurred in connection with their good faith acts for the Company. Such an indemnification payment might deplete the Company's assets. Stockholders who have questions respecting the fiduciary obligations of the officers and Directors of the Company should consult with independent legal counsel. It is the position of the Securities and Exchange Commission that exculpation from and indemnification for liabilities arising under the Exchange Act and the rules and regulations thereunder is against public policy and therefore unenforceable.
 
 
 
 
 
11

 
We Incur Significant Costs As A Result Of Operating As A Fully Reporting Company And Our Management Is Required To Devote Substantial Time To Compliance Initiatives.

We incur significant legal, accounting and other expenses in connection with our status as a fully reporting public company. Specifically, we are required to prepare and file annual, quarterly and current reports with the Securities and Exchange Commission (SEC).   Furthermore, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and rules subsequently implemented by the SEC have imposed various new requirements on public companies, including requiring changes in corporate governance practices.  As a result, our management and other personnel are required to devote a substantial amount of time and resources to the preparation of required filings with the SEC and SEC compliance initiatives. Moreover, these filing obligations, rules and regulations increase our legal and financial compliance costs and quarterly expenses and make some activities more time-consuming and costly than they would be if we were a private company. In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure of controls and procedures. Our testing may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses.  The costs and expenses of compliance with SEC rules and our filing obligations with the SEC, or our identification of deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, could materially adversely affect our results of operations or cause the market price of our stock to decline in value.
  
Risks Relating To the Company’s Securities
 
We Have Never Issued Cash Dividends In Connection With Our Common Stock And Have No Plans To Issue Dividends In The Future.
 
We have paid no cash dividends on our common stock to date and it is not anticipated that any cash dividends will be paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results and capital needs of our business, it is anticipated that any earnings will be retained to finance our future expansion.

Shareholders May Be Diluted Significantly Through Our Efforts To Obtain Financing And Satisfy Obligations Through The Issuance Of Additional Shares Of Our Common Stock.
 
We have no committed source of financing other than the Line of Credit (described above under “Liquidity and Capital Resources”).  Wherever possible, our Board of Directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our Board of Directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares of common stock. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management.
 
Investors May Face Significant Restrictions On The Resale Of Our Common Stock Due To Federal Regulations Of Penny Stocks.
 
Our common stock will be subject to the requirements of Rule 15g-9, promulgated under the Securities Exchange Act as long as the price of our common stock is below $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally, the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.
 
 
 
12

 
 
In addition, various state securities laws impose restrictions on transferring "penny stocks" and as a result, investors in the common stock may have their ability to sell their shares of common stock impaired.
 
Because We Are Not Subject To Compliance With Rules Requiring The Adoption Of Certain Corporate Governance Measures, Our Stockholders Have Limited Protections Against Interested Director Transactions, Conflicts Of Interest And Similar Matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.
 
Because our Directors are not independent directors, we do not currently have independent audit or compensation committees. As a result, our Directors have the ability to, among other things; determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and any potential investors may be reluctant to provide us with funds necessary to expand our operations.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, Directors and members of board committees required to provide for our effective management as a result of the Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of Directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

We Do Not Currently Have A Public Market For Our Securities. If There Is A Market For Our Securities In The Future, Such Market May Be Volatile And Illiquid.

In May 2012, we obtained quotation for our common stock on the Over-The-Counter Bulletin Board (“OTCBB”) under the symbol “VIMB.OB”; however, no shares of our common stock have traded to date and there is currently no public market for our common stock.  We can make no assurances that there will be a public market for our common stock in the future. If there is a market for our common stock in the future, we anticipate that such market would be illiquid and would be subject to wide fluctuations in response to several factors, including, but not limited to:

 
(1)
actual or anticipated variations in our results of operations;
 
(2)
our ability or inability to generate new revenues;
 
(3)
the number of shares in our public float;
 
(4)
increased competition; and
 
(5)
conditions and trends in the market for food and beverages.
 
 
 
 
13

 
Furthermore our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our common stock. Additionally, moving forward we anticipate having a very limited number of shares in our public float, and as a result, there could be extreme fluctuations in the price of our common stock. Shareholders and potential investors in our common stock should exercise caution before making an investment in the Company, and should not rely on the publicly quoted or traded stock prices in determining our common stock value, but should instead determine the value of our common stock based on the information contained in the Company's public reports, industry information, and those business valuation methods commonly used to value private companies.
 
Nevada Law And Our Articles Of Incorporation Authorize Us To Issue Shares Of Common Stock, Which Shares May Cause Substantial Dilution To Our Shareholders.
 
Pursuant to our Articles of Incorporation, we have 30,000,000 shares of common stock authorized. As of the date of this filing, we had 5,595,000 shares of common stock issued and outstanding. As a result, our Board of Directors has the ability to issue a large number of additional shares of common stock without shareholder approval, which if issued would cause substantial dilution to our then shareholders. As a result, the issuance of shares of common stock may cause the value of our securities to decrease and/or become worthless.
 
If We Are Late In Filing Our Quarterly Or Annual Reports With The Securities And Exchange Commission Or A Market Maker Fails To Quote Our Common Stock On The Over-The-Counter Bulletin Board For A Period Of More Than Four Days, We May Be De-Listed From The Over-The-Counter Bulletin Board.

Pursuant to Over-The-Counter Bulletin Board ("OTCBB") rules relating to the timely filing of periodic reports with the Securities and Exchange Commission (“SEC”), any OTCBB issuer which fails to file a periodic report (Form 10-Q or 10-K) by the due date of such report (not withstanding any extension granted to the issuer by the filing of a Form 12b-25), three times during any 24 month period is automatically de-listed from the OTCBB. Such removed issuer would not be re-eligible to be listed on the OTCBB for a period of one year, during which time any subsequent late filing would reset the one-year period of de-listing. Additionally, if a market maker fails to quote our common stock on the OTCBB for a period of more than four consecutive days, we will be automatically delisted from the OTCBB. If we are late in our filings three times in any 24 month and are de-listed from the OTCBB period or are automatically delisted for failure of a market maker to quote our stock, our securities may become worthless and we may be forced to curtail or abandon our business plan.
 
State Securities Laws May Limit Secondary Trading, Which May Restrict The States In Which And Conditions Under Which You Can Sell Shares.
 
Secondary trading in our common stock may not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock cannot be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted.
  
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.
 
 
14

 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.
 
ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.
 
ITEM 6. EXHIBITS

Exhibit Number
Description of Exhibit
   
3.1
Articles of Incorporation (incorporated by reference to the Registration statement filed on Form S-1 on December 24, 2009)
   
3.2
Bylaws (incorporated by reference to the Registration statement filed on Form S-1 on December 24, 2009)
 
10.1
Revolving Line of Credit with Aaron Suen (incorporated by reference to the Registration Statement filed on Form S-1/A on July 11, 2011)
   
10.2
Promissory Note with Aaron Suen ($10,000) (9-22-11) (incorporated by reference to the Registration Statement filed on Form S-1/A on September 30, 2011)
   
10.3
First Amendment to Revolving Line of Credit with Aaron Suen (incorporated by reference to the Form 10-Q filed on April 16, 2012)
   
10.4
Promissory Note with Aaron Suen ($5,000) (5-10-12) (incorporated by reference to the Form 10-Q filed on July 19, 2012)
   
10.5
Promissory Note with Aaron Suen ($5,000) (6-27-12) (incorporated by reference to the Form 10-Q filed on July 19, 2012)
   
10.6
Promissory Note with Aaron Suen ($5,000) (7-6-12) (incorporated by reference to the Form 10-Q filed on July 19, 2012)
   
10.7
Promissory Note with Aaron Suen ($10,000) (September 2012) (incorporated by reference to the Form 10-Q filed on October 15, 2012)
   
10.8
Second Amendment to Revolving Line of Credit with Aaron Suen (incorporated by reference to the Form 10-Q filed on October 15, 2012)
   
10.9*
Promissory Note with Aaron Suen ($10,000)
   
10.10*
Third Amendment to Revolving Line of Credit with Aaron Suen
   
31*
Certificate of the Chief Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
32* 
Certificate of the Chief Executive Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
 
 
 
15

 
 
101.INS**
XBRL Instance Document
   
101.SCH**
XBRL Taxonomy Extension Schema Document
   
101.CAL**
XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF**
XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB**
XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE**
XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
 
 
 
 
 
 
 
 
 
16

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

 
VIM BEVERAGE, INC.
 
       
DATED: January 22, 2013
By:
/s/ Aaron Suen
 
   
Aaron Suen
 
   
Chief Executive Officer
(Principal Executive Officer), and
Chief Financial Officer
(Principal Accounting Officer)
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
17

 
EXHIBIT INDEX

Exhibit Number
Description of Exhibit
   
3.1
Articles of Incorporation (incorporated by reference to the Registration statement filed on Form S-1 on December 24, 2009)
   
3.2
Bylaws (incorporated by reference to the Registration statement filed on Form S-1 on December 24, 2009)
 
10.1
Revolving Line of Credit with Aaron Suen (incorporated by reference to the Registration Statement filed on Form S-1/A on July 11, 2011)
   
10.2
Promissory Note with Aaron Suen ($10,000) (9-22-11) (incorporated by reference to the Registration Statement filed on Form S-1/A on September 30, 2011)
   
10.3
First Amendment to Revolving Line of Credit with Aaron Suen (incorporated by reference to the Form 10-Q filed on April 16, 2012)
   
10.4
Promissory Note with Aaron Suen ($5,000) (5-10-12) (incorporated by reference to the Form 10-Q filed on July 19, 2012)
   
10.
Promissory Note with Aaron Suen ($5,000) (6-27-12) (incorporated by reference to the Form 10-Q filed on July 19, 2012)
   
10.6
Promissory Note with Aaron Suen ($5,000) (7-6-12) (incorporated by reference to the Form 10-Q filed on July 19, 2012)
   
10.7
Promissory Note with Aaron Suen ($10,000) (September 2012) (incorporated by reference to the Form 10-Q filed on October 15, 2012)
   
10.8
Second Amendment to Revolving Line of Credit with Aaron Suen (incorporated by reference to the Form 10-Q filed on October 15, 2012)
   
   
10.9*
Promissory Note with Aaron Suen ($10,000)
   
10.10*
Third Amendment to Revolving Line of Credit with Aaron Suen
   
31*
Certificate of the Chief Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
32* 
Certificate of the Chief Executive Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
101.INS**
XBRL Instance Document
   
101.SCH**
XBRL Taxonomy Extension Schema Document
   
101.CAL**
XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF**
XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB**
XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE**
XBRL Taxonomy Extension Presentation Linkbase Document
 
* Filed herewith.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
18

 
 
EX-10.9 2 ex10-9.htm PROMISSORY NOTE ex10-9.htm
Exhibit 10.9
 
PROMISSORY NOTE

US $10,000
January 17, 2013


FOR VALUE RECEIVED, the undersigned, VIM Beverage, Inc., a Nevada corporation ("Borrower"), hereby promises to pay to the order of Aaron Suen, an individual ("Lender"), the principal sum of Ten Thousand Dollars ($10,000), in lawful money in the United States of America, which shall be legal tender, bearing interest and payable as provided herein.  This Note is entered into in connection with and shall be subject to the terms and conditions of the Revolving Line of Credit Agreement, entered into between the Borrower and the Lender on or around March 25, 2011, as amended from time to time (the “Line of Credit”).  This Note evidences and memorializes amounts loaned to the Borrower by Lender on December  __, 2012, which date shall be the “Effective Date” of this Note.

1.
Interest on the unpaid balance of this Note shall bear interest at the rate of twelve percent (12%) per annum, which interest shall accrue from the Effective Date until the Maturity Date (as defined below), unless prepaid prior to such Maturity Date. All past-due principal and interest (which failure to pay such amounts shall be defined herein as an "Event of Default") shall bear interest at the rate of fifteen percent (15%) per annum until paid in full. Interest will be computed on the basis of a 360-day year.

2.
The principal and accrued interest due on this Note shall be due and payable on December 31, 2013 (the “Maturity Date”).

3.
This Note may be prepaid in whole or in part, at any time and from time to time, without premium or penalty.

4.
If any amount of this Note is not paid when due under this Note, or otherwise cured as provided in the Line of Credit (if such Line of Credit provides for the cure of such payment), an Event of Default shall be deemed to have occurred and each such Event of Default hereunder shall also constitute an “Acceleration Event” under this Note.  Upon an Acceleration Event, the Lender shall have the right to provide for the entire amount of unpaid principal and interest on this Note to be immediately due and payable, by providing the Borrower fifteen (15) days prior written notice of Lender’s desire to make the entire outstanding amount of principal and interest due on this Note immediately payable, which Note shall then be payable by the Borrower after the expiration of the fifteenth (15th) day following the receipt of such notice by the Borrower (an “Event of Default”).

5.
If any payment of principal or interest on this Note shall become due on a Saturday, Sunday or any other day on which national banks are not open for business, such payment shall be made on the next succeeding business day.

6.
This Note shall be binding upon and inure to the benefit of the Lender named herein and Lender's respective successors and assigns. Each holder of this Note, by accepting the same, agrees to and shall be bound by all of the provisions of this Note. Lender may assign this Note or any of its rights, interests or obligations to this Note without the prior written approval of Borrower.
 
 

 
 
1

 
7.
No provision of this Note shall alter or impair the obligation of Borrower to pay the principal of and interest on this Note at the times, places and rates, and in the coin or currency, herein prescribed.

8.
Notwithstanding anything to the contrary in this Note or any other agreement entered into in connection herewith, whether now existing or hereafter arising and whether written or oral, it is agreed that the aggregate of all interest and any other charges constituting interest, or adjudicated as constituting interest, and contracted for, chargeable or receivable under this Note or otherwise in connection with this loan transaction, shall under no circumstances exceed the Maximum Rate.

9.
If an Event of Default (as defined herein and/or below) occurs (unless all Events of Default have been cured or waived by Lender), an Acceleration Event shall be deemed to have occurred and Lender may, by notice to Borrower, declare the principal amount then outstanding of, and the accrued interest and all other amounts payable on this Note to be immediately due and payable as provided above.  The then-outstanding principal balance of this Note, together with any interest accrued thereon shall become immediately due and payable if any of the following events ("Events of Default"), and/or any other Events of Default defined elsewhere in this Note shall occur:
 
 
(a)
Borrower shall fail to pay, when and as due, the principal or interest payable hereunder on the due date of such payment, or the Borrower shall fail to pay any amounts due on any other notes entered into in connection with the Line of Credit; or
 
 
(b)
If there shall exist final judgments against Borrower aggregating in excess of One Hundred Thousand Dollars ($100,000) and if any one of such judgments shall have been outstanding for any period of forty-five (45) days or more from the date of its entry and shall not have been discharged in full or stayed pending appeal; or
 
 
(c)
Borrower shall have breached in any material respect any covenant in this Note (other than the requirement that payments be made on the due date of such payments, which shall have no cure rights), and, with respect to breaches capable of being cured, such breach shall not have been cured within five (5) days following the occurrence of such breach; or
 
 
 (d)
Borrower shall: (i) become insolvent or take any action which constitutes its admission of inability to pay its debts as they mature; (ii) make an assignment for the benefit of creditors, file a petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or a trustee for it or a substantial portion of its assets; (iii) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation or statute of any jurisdiction, whether now or hereafter in effect; (iv) have filed against it any such petition or application in which an order for relief is entered or which remains undismissed for a period of ninety (90) days or more; (v) indicate its consent to, approval of or acquiescence in any such petition, application, proceeding or order for relief or the appointment of a custodian, receiver or trustee for it or a substantial portion of its assets; or (vi) suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of ninety (90) days or more; or
 
 
 
2

 
 
 
(e)
Borrower shall take any action authorizing, or in furtherance of, any of the foregoing; or
 
 
(f)
An Event of Default shall have occurred under the Line of Credit or any other note entered into in connection with the Line of Credit.

10.
In case any one or more Events of Default shall occur and be continuing, Lender may proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or for an injunction against a violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.  In case of a default in the payment of any principal of or premium, if any, or interest on this Note, Borrower will pay to Lender such further amount as shall be sufficient to cover the reasonable cost and expenses of collection, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.  No course of dealing and no delay on the part of Lender in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice Lender’s rights, powers or remedies.  No right, power or remedy conferred by this Note upon Lender shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.

11.
In the event the maturity of this Note is accelerated by reason of an Event of Default or Acceleration Event under this Note, any other agreement entered into in connection herewith or therewith, or by voluntary prepayment by Borrower or otherwise, then earned interest may never include more than the Maximum Rate allowable by law, computed from the dates of each advance of the loan proceeds outstanding until payment. If from any circumstance any holder of this Note shall ever receive interest or any other charges constituting interest, or adjudicated as constituting interest, the amount, if any, which would exceed the Maximum Rate shall be applied to the reduction of the principal amount owing on this Note, and not to the payment of interest; or if such excessive interest exceeds the unpaid balance of principal hereof, the amount of such excessive interest that exceeds the unpaid balance of principal hereof shall be refunded to Borrower. In determining whether or not the interest paid or payable exceeds the Maximum Rate, to the extent permitted by applicable law (i) any nonprincipal payment shall be characterized as an expense, fee or premium rather than as interest; and (ii) all interest at any time contracted for, charged, received or preserved in connection herewith shall be amortized, prorated, allocated and spread in equal parts during the period of the full stated term of this Note. The term "Maximum Rate" shall mean the maximum rate of interest allowed by applicable federal or state law.
 
 
 
 
 
 
 

 
3

 
12.
This Note is hereby expressly limited so that in no event whatsoever, whether by reason of deferment or advancement of loan proceeds, acceleration of maturity of the loan evidenced hereby, or otherwise, shall the amount paid or agreed to be paid to Lender hereunder for the loan, use, forbearance or detention of money exceed the maximum interest rate permitted by the laws of the State of Nevada.  If at any time the performance of any provision involves a payment exceeding the limit of the price that may be validly charged for the loan, use, forbearance or detention of money under applicable law, then automatically and retroactively, ipso facto, the obligation to be performed shall be reduced to such limit, it being the specific intent of Borrower and Lender that all payments under this Note are to be credited first to interest as permitted by law, but not in excess of (i) the agreed rate of interest hereunder, or (ii) that permitted by law, whichever is the lesser, and the balance toward the reduction of principal.

13.
Except as provided herein, Borrower and any sureties, guarantors and endorsers of this Note jointly and severally waive demand, presentment, notice of nonpayment or dishonor, notice of intent to accelerate, notice of acceleration, diligence in collecting, grace, notice and protest, and consent to all extensions without notice for any period or periods of time and partial payments, before or after maturity, without prejudice to the holder. The holder shall similarly have the right to deal in anyway, at anytime, with one or more of the foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment of any of said indebtedness, or to grant any other indulgences or forbearance whatsoever, without notice to any other party and without in any way affecting the personal liability of any party hereunder. If any efforts are made to collect or enforce this Note or any installment due hereunder, the undersigned agrees to pay all collection costs and fees, including reasonable attorney's fees.
 
14.
This Note is a legally binding obligation of the Borrower, enforceable against the Borrower in accordance with the terms hereof, except to the extent that (i) such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights, and (ii) the availability of the remedy of specific performance or in injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefore may be brought.

15.
This Note may be executed in several counterparts, each of which is an original.  It shall not be necessary in making proof of this Note or any counterpart hereof to produce or account for any of the other counterparts.  A copy of this Note signed by one Party and faxed or scanned and emailed to another Party (as a PDF or similar image file) shall be deemed to have been executed and delivered by the signing Party as though an original.  A photocopy or PDF of this Note shall be effective as an original for all purposes.

16.
This Note shall be governed by and construed exclusively in accordance with the laws of the State of Nevada without regard to the conflicts of laws principles thereof. The parties hereto hereby agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this instrument or the consummation of the transactions contemplated hereby, shall be brought solely in a federal or state court located in Clark, County, Nevada. By its execution hereof, the parties hereby covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the City, County and State of Clark, County, Nevada and agrees that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in Clark County, Nevada. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of its reasonable and documented counsel fees and disbursements in an amount judicially determined.
 
 
 
 
 
4

 
 
17.
This Note shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

18.
In the event any one or more of the provisions contained in this Note shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

19.
No modification, amendment, addition to, or termination of this Note, nor waiver of any of its provisions, shall be valid or enforceable unless in writing and signed by all the parties hereto.

20.
The Note constitutes the entire agreement of the parties regarding the matters contemplated herein, or related thereto, and supersedes all prior and contemporaneous agreements, and understandings of the parties in connection therewith.






[Remainder of page left intentionally blank.  Signature page follows.]
 
 
 
 
 
 
 
 
 
 
 
 
5

 
IN WITNESS WHEREOF, Borrower has duly executed this Promissory Note as of the day and year first above written, with an Effective Date as provided above.

 
 “Borrower”
   
   
 
VIM Beverage, Inc.
   
   
  /s/ Candice Suen
 
Candice Suen
 
Vice President of Operations
 
 
“Lender”

/s/ Aaron Suen              
Aaron Suen

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
6

 

EX-10.10 3 ex10-10.htm THIRD AMENDMENT TO REVOLVING LINE OF CREDIT WITH AARON SUEN ex10-10.htm
Exhibit 10.10
 
 
THIRD AMENDMENT TO REVOLVING LINE OF CREDIT

This Third Amendment to Revolving Line of Credit (this “Agreement”) dated January 18, 2013, to be effective as of December 31, 2012 (the “Effective Date”), is by and among Aaron Suen, an individual ("Lender"), and VIM Beverage, Inc., a Nevada corporation (the "Borrower"), each a “Party” and collectively the “Parties.

W I T N E S S E T H:

WHEREAS, the Parties previously entered into a Revolving Line of Credit in the amount of $50,000, on or around March 25, 2011, a copy of which is attached hereto as Exhibit A; a First Amendment to the Revolving Line of Credit on March 29, 2012, effective as of March 25, 2012, a copy of which is attached hereto as Exhibit B; and a Second Amendment to Revolving Line of Credit in October 2012, a copy of which is attached hereto as Exhibit C (collectively, the “Revolving Line of Credit”);

WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Revolving Line of Credit;

WHEREAS, the Lender has previously loaned the Company $60,000 under the Revolving Line of Credit to date, of which $50,000 was evidenced by various Promissory Notes entered into from time to time (collectively, the “Notes”) and by the confirmaiton of the Parties as described in the First Amendment to Revolving Line of Credit (the “Loan”); and

WHEREAS, the Parties desire to enter into this Agreement to extend the termination date of the Revolving Line of Credit and the due date of the Notes, pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other consideration, which consideration the Parties hereby acknowledge and confirm the sufficiency thereof, the Parties hereto agree as follows:

1.           Extension of Revolving Line of Credit, Note and Loan.  In consideration for $10 and other good and valuable consideration, the receipt and sufficiency of which is hereby confirmed, Lender agrees to extend the Maturity Date of the Line of Credit (as defined therein); the Maturity Date of the Notes (as defined therein), and the due date of the Loan, to December 31, 2013 (the “Extended Due Date”).  For the sake of clarity and in an abundance of caution, the Lender agrees, confirms and acknowledges that the Revolving Line of Credit, the Notes and the Loan shall hereafter be due and payable on the Extended Due Date. Each reference in the Revolving Line of Credit or Notes to the Original Due Date shall automatically be replaced, upon the Parties’ entry into this Agreement, by a reference to the Extended Due Date.

 
1

 
2.           Consideration.  Each of the Parties agrees and confirms by signing below that they have received valid consideration in connection with this Agreement and the transactions contemplated herein.
 
 
3.           Mutual Representations, Covenants and Warranties.  Each Party for itself and for the benefit of each other Party hereto, represents, covenants and warrants that:

(a)           Such Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; and

(b)           The execution and delivery by such Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or
(ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such Party is bound or affected.

4.           Further Assurances.  The Parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement and the transactions contemplated herein.

5.           Reconfirmation of Revolving Line of Credit and Note. The Parties hereby reaffirm all terms, conditions, covenants, representations and warranties made in the Revolving Line of Credit and Note, to the extent the same are not amended hereby.
 
6.           Effect of Agreement. Upon the effectiveness of this Agreement, each reference in the Revolving Line of Credit and Note to “Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Revolving Line of Credit and Note, as applicable, as modified hereby.
 
7.           Revolving Line of Credit and Note to Continue in Full Force and Effect.  Except as specifically modified or amended herein, the Revolving Line of Credit and Note and the terms and conditions thereof shall remain in full force and effect.
 

8.           Benefit and Burden.  This Agreement shall inure to the benefit of, and shall be binding upon, the Parties hereto and their successors and permitted assigns.

 
2

 
9.           Severability.  Should any clause, sentence, paragraph, subsection, Section or Article of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the Parties agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom by the Parties, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein.

10.           Entire Agreement.  This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the Parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise.

11.           Construction.  In this Agreement words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders.

12.           Effect of Facsimile and Photocopied Signatures. This Agreement may be executed in several counterparts, each of which is an original.  It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.  A copy of this Agreement signed by one Party and faxed to another Party shall be deemed to have been executed and delivered by the signing Party as though an original.  A photocopy of this Agreement shall be effective as an original for all purposes.









[Remainder of page left intentionally blank. Signature page follows.]
 
 
 
 
 
 

 
 
3

 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above.
 
 
   
“Borrower”


VIM Beverage, Inc.



/s/ Candice Suen
Candice Suen
Vice President of Operations
 
       
       
 
“Lender”



/s/ Aaron Suen               
Aaron Suen

 
 
 
 
 
 
 
 
 
 
 
 

 
 
4

 
EX-31 4 ex31.htm ex31.htm
EXHIBIT 31

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Aaron Suen, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of VIM Beverage, 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 registrant 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)) for the registrant 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 registrant, 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.
Paragraph omitted in accordance with SEC transition instructions contained in SEC Release No. 33-8238, and an extension of the compliance date in accordance with SEC Release No. 33-8545 and Release No. 33-8618;

c.
Evaluated the effectiveness of the registrant'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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) 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 functions):

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to 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 control over financial reporting.

Date: January 22, 2013
                                    
 
By: /s/ Aaron Suen
 
Aaron Suen,
 
Chief Executive Officer
(Principal Executive Officer), and
Chief Financial Officer
 
 
 
 

 
EX-32 5 ex32.htm ex32.htm
EXHIBIT 32


CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 I, Aaron Suen, 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 of VIM Beverage, Inc. on Form 10-Q for the quarter ended November 30, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of VIM Beverage, Inc.

Date: January 22, 2013

 
By: /s/ Aaron Suen                         
 
Aaron Suen,
 
Chief Executive Officer
(Principal Executive Officer), and
Chief Financial Officer
(Principal Accounting Officer)
 
 
 
 
 
 
 
 
 

 
EX-101.INS 6 vimb-20121130.xml false --02-28 Q3 2013 2012-11-30 10-Q 0001478087 5595000 Smaller Reporting Company VIM BEVERAGE, INC. 6295 2998 58905 58905 1983 7865 1983 7865 <!--DOCTYPE html PUBLIC "-//W3C//DTD XHTML 1.0 Transitional//EN" "http://www.w3.org/TR/xhtml1/DTD/xhtml1-transitional.dtd" --> <div> <div><!--StartFragment--> <div style="DISPLAY: block; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; FONT-WEIGHT: bold; MARGIN-LEFT: 0pt; MARGIN-RIGHT: 0pt; text-align: left; TEXT-INDENT: 0pt"> NOTE 1 - BASIS OF PRESENTATION</div> <div style="DISPLAY: block; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; MARGIN-LEFT: 0pt; MARGIN-RIGHT: 0pt; text-align: left; TEXT-INDENT: 0pt"> &nbsp;</div> <div style="DISPLAY: block; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; MARGIN-LEFT: 0pt; MARGIN-RIGHT: 0pt; text-align: justify; TEXT-INDENT: 0pt"> The accompanying unaudited interim financial statements of Vim Beverage, Inc. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company&#39;s Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2012 as reported in Form 10-K, have been omitted.</div> <div style="TEXT-INDENT: 0pt; DISPLAY: block"><br /> </div> <div style="DISPLAY: block; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; FONT-STYLE: italic; MARGIN-LEFT: 0pt; MARGIN-RIGHT: 0pt; text-align: justify; TEXT-INDENT: 0pt"> Going Concern</div> <div style="TEXT-INDENT: 0pt; DISPLAY: block"><br /> </div> <div style="DISPLAY: block; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; MARGIN-LEFT: 0pt; MARGIN-RIGHT: 0pt; text-align: justify; TEXT-INDENT: 0pt"> The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $123,020 as of November 30, 2012 and further losses are anticipated in the development of its business. These factors raise substantial doubt about the Company&#39;s ability to continue as a going concern.</div> <div style="TEXT-INDENT: 0pt; DISPLAY: block"><br /> </div> <div style="DISPLAY: block; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; MARGIN-LEFT: 0pt; MARGIN-RIGHT: 0pt; text-align: justify; TEXT-INDENT: 0pt"> The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and advances from officers and/or issuances of common stock for cash.</div> <!--EndFragment--></div> </div> 1983 7865 14389 2132 -5882 -12257 1983 0.001 0.001 30000000 30000000 5595000 5595000 5595 5595 0.0 0.0 -0.01 0.0 7223 8082 34179 22352 119362 3297 95 6295 3353 300 4208 1456 300 3353 300 4208 4208 855 4208 550 60503 28853 1983 7865 60503 28853 2013-12-31 0.12 100000 50000 50000 25000 50000 25000 10000 114500 -30882 -22257 -112517 -8679 -8382 -37532 -22652 -123020 -1456 -300 -3353 -300 -3658 7223 8082 34179 22352 119362 -7223 -8082 -34179 -22352 -119362 64500 25000 10000 50000 10000 <!--DOCTYPE html PUBLIC "-//W3C//DTD XHTML 1.0 Transitional//EN" "http://www.w3.org/TR/xhtml1/DTD/xhtml1-transitional.dtd" --> <div> <div><!--StartFragment--> <div style="DISPLAY: block; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; FONT-WEIGHT: bold; MARGIN-LEFT: 0pt; MARGIN-RIGHT: 0pt; text-align: left; TEXT-INDENT: 0pt"> NOTE 2 - RELATED PARTY TRANSACTIONS</div> <div style="TEXT-INDENT: 0pt; DISPLAY: block"><br /> </div> <div style="DISPLAY: block; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; MARGIN-LEFT: 0pt; MARGIN-RIGHT: 0pt; text-align: justify; TEXT-INDENT: 0pt"> In March 2011, the Company entered into a Revolving Line of Credit Agreement with Mr. Aaron Suen, a Company director and officer.&nbsp;&nbsp;Mr. Suen has agreed to advance up to $50,000 at an annual interest rate of 12%.&nbsp;&nbsp;The agreement expired on March 25, 2012, was extended until December 31, 2012, and has subsequently been extended until December 31, 2013 (see Note 3). In October 2012, Mr. Suen increased the credit limit of the Revolving Line of Credit Agreement to $100,000. In the event of default all past due principal and interest shall bear interest at the rate of 15% per annum.</div> <div style="TEXT-INDENT: 0pt; DISPLAY: block"><br /> </div> <div style="DISPLAY: block; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; MARGIN-LEFT: 0pt; MARGIN-RIGHT: 0pt; text-align: justify; TEXT-INDENT: 0pt"> As of November 30, 2012, the Company had a balance of $50,000 owed to Mr. Suen and recorded accrued interest of $4,208. The balances owed to Mr. Suen are unsecured.</div> <!--EndFragment--></div> </div> -123020 -85488 -58520 -20988 <!--DOCTYPE html PUBLIC "-//W3C//DTD XHTML 1.0 Transitional//EN" "http://www.w3.org/TR/xhtml1/DTD/xhtml1-transitional.dtd" --> <div> <div><!--StartFragment--> <div style="DISPLAY: block; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; FONT-WEIGHT: bold; MARGIN-LEFT: 0pt; MARGIN-RIGHT: 0pt; text-align: left; TEXT-INDENT: 0pt"> NOTE 3 - SUBSEQUENT EVENT</div> <div style="TEXT-INDENT: 0pt; DISPLAY: block"><br /> </div> <div style="DISPLAY: block; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; MARGIN-LEFT: 0pt; MARGIN-RIGHT: 0pt; text-align: justify; TEXT-INDENT: 0pt"> During December 2012, Mr. Suen advanced an additional $10,000 to the Company in accordance with the Revolving Line of Credit Agreement.</div> <div style="TEXT-INDENT: 0pt; DISPLAY: block"><br /> </div> <div style="DISPLAY: block; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; MARGIN-LEFT: 0pt; MARGIN-RIGHT: 0pt; text-align: left; TEXT-INDENT: 0pt"> In January 2013, and effective December 31, 2012, the Company and Mr. Suen amended the Revolving Line of Credit Agreement and the notes issued in connection therewith to extend the due date of such Revolving Line of Credit Agreement and notes to December 31, 2013.</div> <!--EndFragment--></div> </div> 5595000 5595000 5595000 5595000 0.15 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure 0001478087 2012-12-01 2012-12-31 0001478087 2012-09-01 2012-11-30 0001478087 us-gaap:DirectorMember 2012-03-01 2012-11-30 0001478087 2012-03-01 2012-11-30 0001478087 2011-09-01 2011-11-30 0001478087 2011-03-01 2011-11-30 0001478087 2008-03-31 2012-11-30 0001478087 2013-01-17 0001478087 us-gaap:DirectorMember 2012-11-30 0001478087 2012-11-30 0001478087 us-gaap:DirectorMember 2012-10-31 0001478087 2012-02-29 0001478087 2011-11-30 0001478087 us-gaap:DirectorMember 2011-03-31 0001478087 2011-02-28 0001478087 2008-03-30 EX-101.SCH 7 vimb-20121130.xsd 002 - Statement - BALANCE SHEETS link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 003 - Statement - BALANCE SHEETS (Parenthetical) link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 40101 - Disclosure - BASIS OF PRESENTATION (Details) link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 101 - Disclosure - BASIS OF PRESENTATION link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 001 - Document - Document and Entity Information link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 40201 - Disclosure - RELATED PARTY TRANSACTIONS (Details) link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 104 - Disclosure - RELATED PARTY TRANSACTIONS link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 106 - Disclosure - SUBSEQUENT EVENTS link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 40301 - Disclosure - SUBSEQUENT EVENT (Details) link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 005 - Statement - STATEMENTS OF CASH FLOWS link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 004 - Statement - STATEMENTS OF OPERATIONS link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 006 - Statement - STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink EX-101.CAL 8 vimb-20121130_cal.xml EX-101.DEF 9 vimb-20121130_def.xml EX-101.LAB 10 vimb-20121130_lab.xml Accounts Payable and Accrued Liabilities, Current Accounts payable and accrued liabilities Additional Paid in Capital Additional paid in capital Assets Total Assets Assets [Abstract] ASSETS Assets, Current Total Current Assets Assets, Current [Abstract] CURRENT ASSETS Cash and Cash Equivalents, at Carrying Value Cash Common Stock, Value, Issued Common stock, $.001 par value, 30,000,000 shares authorized, 5,595,000 shares issued Interest Payable, Current Accrued interest on line of credit - related party Liabilities Total Liabilities Liabilities [Abstract] LIABILITIES Liabilities and Equity TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT Liabilities and Equity [Abstract] LIABILITIES AND SHAREHOLDERS' DEFICIT Liabilities, Current Total Current Liabilities Liabilities, Current [Abstract] CURRENT LIABILITIES Line of Credit, Current Line of credit - related party Retained Earnings (Accumulated Deficit) Deficit accumulated during the development stage BALANCE SHEETS [Abstract] Stockholders' Equity Attributable to Parent Total Shareholders' Deficit Stockholders' Equity Attributable to Parent [Abstract] SHAREHOLDERS' DEFICIT Common Stock, Par or Stated Value Per Share Common stock, par value per share Common Stock, Shares Authorized Common stock, shares authorized Common Stock, Shares, Issued Common stock, shares issued Common Stock, Shares, Outstanding Common stock, shares outstanding Basis of Accounting [Text Block] BASIS OF PRESENTATION Amendment Flag Current Fiscal Year End Date Document and Entity Information [Abstract] Document and Entity Information [Abstract]. 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BASIS OF PRESENTATION (Details) (USD $)
Nov. 30, 2012
Feb. 29, 2012
BASIS OF PRESENTATION [Abstract]    
Deficit accumulated during the development stage $ (123,020) $ (85,488)
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SUBSEQUENT EVENTS
9 Months Ended
Nov. 30, 2012
SUBSEQUENT EVENTS [Abstract]  
SUBSEQUENT EVENTS
NOTE 3 - SUBSEQUENT EVENT

During December 2012, Mr. Suen advanced an additional $10,000 to the Company in accordance with the Revolving Line of Credit Agreement.

In January 2013, and effective December 31, 2012, the Company and Mr. Suen amended the Revolving Line of Credit Agreement and the notes issued in connection therewith to extend the due date of such Revolving Line of Credit Agreement and notes to December 31, 2013.
XML 17 R2.htm IDEA: XBRL DOCUMENT v2.4.0.6
BALANCE SHEETS (USD $)
Nov. 30, 2012
Feb. 29, 2012
CURRENT ASSETS    
Cash $ 1,983 $ 7,865
Total Current Assets 1,983 7,865
Total Assets 1,983 7,865
CURRENT LIABILITIES    
Accounts payable and accrued liabilities 6,295 2,998
Line of credit - related party 50,000 25,000
Accrued interest on line of credit - related party 4,208 855
Total Current Liabilities 60,503 28,853
Total Liabilities 60,503 28,853
SHAREHOLDERS' DEFICIT    
Common stock, $.001 par value, 30,000,000 shares authorized, 5,595,000 shares issued 5,595 5,595
Additional paid in capital 58,905 58,905
Deficit accumulated during the development stage (123,020) (85,488)
Total Shareholders' Deficit (58,520) (20,988)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 1,983 $ 7,865
XML 18 R6.htm IDEA: XBRL DOCUMENT v2.4.0.6
BASIS OF PRESENTATION
9 Months Ended
Nov. 30, 2012
BASIS OF PRESENTATION [Abstract]  
BASIS OF PRESENTATION
NOTE 1 - BASIS OF PRESENTATION
 
The accompanying unaudited interim financial statements of Vim Beverage, Inc. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2012 as reported in Form 10-K, have been omitted.

Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $123,020 as of November 30, 2012 and further losses are anticipated in the development of its business. These factors raise substantial doubt about the Company's ability to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and advances from officers and/or issuances of common stock for cash.
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RELATED PARTY TRANSACTIONS
9 Months Ended
Nov. 30, 2012
RELATED PARTY TRANSACTIONS [Abstract]  
RELATED PARTY TRANSACTIONS
NOTE 2 - RELATED PARTY TRANSACTIONS

In March 2011, the Company entered into a Revolving Line of Credit Agreement with Mr. Aaron Suen, a Company director and officer.  Mr. Suen has agreed to advance up to $50,000 at an annual interest rate of 12%.  The agreement expired on March 25, 2012, was extended until December 31, 2012, and has subsequently been extended until December 31, 2013 (see Note 3). In October 2012, Mr. Suen increased the credit limit of the Revolving Line of Credit Agreement to $100,000. In the event of default all past due principal and interest shall bear interest at the rate of 15% per annum.

As of November 30, 2012, the Company had a balance of $50,000 owed to Mr. Suen and recorded accrued interest of $4,208. The balances owed to Mr. Suen are unsecured.
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BALANCE SHEETS (Parenthetical) (USD $)
Nov. 30, 2012
Feb. 29, 2012
SHAREHOLDERS' DEFICIT    
Common stock, par value per share $ 0.001 $ 0.001
Common stock, shares authorized 30,000,000 30,000,000
Common stock, shares issued 5,595,000 5,595,000
XML 22 R1.htm IDEA: XBRL DOCUMENT v2.4.0.6
Document and Entity Information
9 Months Ended
Nov. 30, 2012
Jan. 17, 2013
Document and Entity Information [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Nov. 30, 2012  
Entity Registrant Name VIM BEVERAGE, INC.  
Entity Central Index Key 0001478087  
Current Fiscal Year End Date --02-28  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2013  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   5,595,000
XML 23 R4.htm IDEA: XBRL DOCUMENT v2.4.0.6
STATEMENTS OF OPERATIONS (USD $)
3 Months Ended 9 Months Ended 56 Months Ended
Nov. 30, 2012
Nov. 30, 2011
Nov. 30, 2012
Nov. 30, 2011
Nov. 30, 2012
EXPENSES          
General and administrative $ 7,223 $ 8,082 $ 34,179 $ 22,352 $ 119,362
Total Expenses 7,223 8,082 34,179 22,352 119,362
Loss from Operations (7,223) (8,082) (34,179) (22,352) (119,362)
OTHER INCOME (EXPENSE)          
Interest expense (1,456) (300) (3,353) (300) (4,208)
Interest income             550
Total Other Income (Expense) (1,456) (300) (3,353) (300) (3,658)
NET LOSS $ (8,679) $ (8,382) $ (37,532) $ (22,652) $ (123,020)
NET LOSS PER SHARE:          
BASIC AND DILUTED $ 0.0 $ 0.0 $ (0.01) $ 0.0  
WEIGHTED AVERAGE SHARES OUTSTANDING:          
BASIC AND DILUTED 5,595,000 5,595,000 5,595,000 5,595,000