x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|||||||||||||||||
For the quarterly period ended
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August 31, 2012
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|||||||||||||||||
or
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||||||||||||||||||
o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|||||||||||||||||
For the transition period from
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to
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|||||||||||||||||
Commission File Number
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333-173359
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|||||||||||||||||
T & G Apothecary, Inc.
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||||||||||||||||||
(Exact name of registrant as specified in its charter)
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Nevada
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27-4588540
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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3330 South Federal Highway Suite 200, Boynton Beach, Florida
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33435
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(Address of principal executive offices)
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(Zip Code)
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(647) 344-5900
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||||||||||||||||||
(Registrant’s telephone number, including area code)
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N/A
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||||||||||||||||||
(Former name, former address and former fiscal year, if changed since last report)
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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.
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x
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YES
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o
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NO
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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).
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||||||||||||||||||
x
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YES
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o
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NO
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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||||
Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
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||||||||||||||||||
x
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YES
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o
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NO
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Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
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||||||||||||||||||
o
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YES
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o
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NO
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APPLICABLE ONLY TO CORPORATE ISSUERS
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||||||||||||||||||
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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8,700,000 common shares issued and outstanding as of October 17, 2012.
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PART I - FINANCIAL INFORMATION | 3 | ||||
Item 1.
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Financial Statements
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3 | |||
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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9 | |||
Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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13 | |||
Item 4.
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Controls and Procedures
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13 | |||
PART II – OTHER INFORMATION | 14 | ||||
Item 1.
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Legal Proceedings
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14 | |||
Item 1A.
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Risk Factors
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14 | |||
Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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14 | |||
Item 3.
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Defaults Upon Senior Securities
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14 | |||
Item 4.
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Mine Safety Disclosures
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14 | |||
Item 5.
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Other Information
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14 | |||
Item 6.
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Exhibits
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15 | |||
SIGNATURES | 16 |
T & G APOTHECARY, INC.
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||||||||
(A Development Stage Company)
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Condensed Balance Sheets
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||||||||
ASSETS
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||||||||
August 31,
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February 29,
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|||||||
2012
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2012
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|||||||
CURRENT ASSETS
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(unaudited)
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|||||||
Cash
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$ | 11 | $ | 92 | ||||
Total Current Assets
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11 | 92 | ||||||
TOTAL ASSETS
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$ | 11 | $ | 92 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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||||||||
CURRENT LIABILITIES
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||||||||
Accounts payable
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$ | 18,206 | $ | 21,478 | ||||
Notes payable - related parties
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14,229 | 21,164 | ||||||
Accrued interest payable - related parties
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- | 2,059 | ||||||
Total Current Liabilities
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32,435 | 44,701 | ||||||
STOCKHOLDERS' DEFICIT
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||||||||
Common stock, 100,000,000 shares authorized
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||||||||
at par value of $0.001; 8,000,000
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||||||||
shares issued and outstanding
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8,000 | 8,000 | ||||||
Additional paid-in capital
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16,465 | (5,000 | ) | |||||
Deficit accumulated during the development stage
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(56,889 | ) | (47,609 | ) | ||||
Total Stockholders' Deficit
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(32,424 | ) | (44,609 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS'
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||||||||
DEFICIT
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$ | 11 | $ | 92 |
T & G APOTHECARY, INC.
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||||||||||||||||||||
(A Development Stage Company)
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Condensed Statements of Operations
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||||||||||||||||||||
(Unaudited)
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||||||||||||||||||||
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From Inception
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|||||||||||||||
For the Three
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For the Three
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For the Six
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For the Six
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on January 18,
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||||||||||||||||
Months ended
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Months ended
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Months ended
|
Months ended
|
2011 Through
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||||||||||||||||
August 31,
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August 31,
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August 31,
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August 31,
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August 31,
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||||||||||||||||
2012
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2011
|
2012
|
2011
|
2012
|
||||||||||||||||
REVENUES
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
OPERATING EXPENSES
|
||||||||||||||||||||
General and administrative
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81 | - | 81 | 77 | 5,040 | |||||||||||||||
Professional fees
|
1,000 | 8,869 | 8,268 | 15,453 | 48,860 | |||||||||||||||
Total Operating Expenses
|
1,081 | 8,869 | 8,349 | 15,530 | 53,900 | |||||||||||||||
LOSS FROM OPERATIONS
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(1,081 | ) | (8,869 | ) | (8,349 | ) | (15,530 | ) | (53,900 | ) | ||||||||||
OTHER EXPENSES
|
||||||||||||||||||||
Interest expense
|
(465 | ) | (771 | ) | (931 | ) | (927 | ) | (2,989 | ) | ||||||||||
Total Other Expenses
|
(465 | ) | (771 | ) | (931 | ) | (927 | ) | (2,989 | ) | ||||||||||
PROVISION FOR
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||||||||||||||||||||
INCOME TAXES
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- | - | - | - | - | |||||||||||||||
NET LOSS
|
$ | (1,546 | ) | $ | (9,640 | ) | $ | (9,280 | ) | $ | (16,457 | ) | $ | (56,889 | ) | |||||
BASIC AND DILUTED
|
||||||||||||||||||||
LOSS PER SHARE
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||
WEIGHTED AVERAGE
|
||||||||||||||||||||
NUMBER OF SHARES
|
||||||||||||||||||||
OUTSTANDING - BASIC AND DILUTED
|
8,000,000 | 8,000,000 | 8,000,000 | 8,000,000 |
T & G APOTHECARY, INC.
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||||||||||||
(A Development Stage Company)
|
||||||||||||
Condensed Statements of Cash Flows
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||||||||||||
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From Inception
|
|||||||||||
For the Six
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For the Six
|
on January 18,
|
||||||||||
Months Ended
|
Months Ended
|
2011 Through
|
||||||||||
August 31,
|
August 31,
|
August 31,
|
||||||||||
2012
|
2011
|
2012
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net loss
|
$ | (9,280 | ) | $ | (16,457 | ) | $ | (56,889 | ) | |||
Adjustments to reconcile net loss to
|
||||||||||||
net cash used in operating activities:
|
||||||||||||
Expenses paid on Company's behalf
|
||||||||||||
by a related party
|
6,540 | - | 9,329 | |||||||||
Changes to operating assets and liabilities:
|
||||||||||||
Prepaid expenses
|
- | 2,500 | - | |||||||||
Accounts payable
|
(3,272 | ) | 145 | 18,206 | ||||||||
Accrued interest - related party
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931 | 927 | 2,990 | |||||||||
Net Cash Used in Operating Activities
|
(5,081 | ) | (12,885 | ) | (26,364 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
- | - | - | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Common stock issued for cash
|
- | - | 3,000 | |||||||||
Proceeds from note payable - related party
|
5,000 | - | 23,375 | |||||||||
Net Cash Provided by Financing Activities
|
5,000 | - | 26,375 | |||||||||
NET INCREASE (DECREASE) IN CASH
|
||||||||||||
AND CASH EQUIVALENTS
|
(81 | ) | (12,885 | ) | 11 | |||||||
CASH AND CASH EQUIVALENTS AT
|
||||||||||||
BEGINNING OF PERIOD
|
92 | 16,374 | - | |||||||||
CASH AND CASH EQUIVALENTS AT
|
||||||||||||
END OF PERIOD
|
$ | 11 | $ | 3,489 | $ | 11 | ||||||
SUPPLEMENTAL DISCLOSURES OF
|
||||||||||||
CASH FLOW INFORMATION
|
||||||||||||
CASH PAID FOR:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Income Taxes
|
$ | - | $ | - | $ | - | ||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||||||
Forgiveness of note payable - related party
|
$ | 21,465 | $ | - | $ | - |
●
|
Moisturizing, non-irritating, softening, cleansing and nourishing;
|
●
|
100% USCA certified organic;
|
●
|
No synthetic preservatives, colors or fragrances;
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●
|
No sodium laureth (lauryl) sulfate to irritate skin (we use coconut oil to lather);
|
●
|
No petro-chemicals, lanolin or mineral oil.
|
From January 18, 2011 (Inception)
|
||||||||||||||||||||
Three Months Ended
|
Six Months Ended
|
To
|
||||||||||||||||||
August 31,
|
August 31,
|
August 31,
|
||||||||||||||||||
2012
|
2011
|
2012
|
2011
|
2012
|
||||||||||||||||
Revenue
|
$Nil | $Nil | $Nil | $Nil |
Nil
|
|||||||||||||||
General and administrative
|
81 |
Nil
|
81 | 77 | 5,040 | |||||||||||||||
Professional fees
|
1,000 | 8,869 | 8,268 | 15,453 | 48,860 | |||||||||||||||
Other expenses - Interest expense
|
465 | 771 | 931 | 927 | 2,989 | |||||||||||||||
Net Loss
|
$ | (1,546 | ) | $ | (9,640 | ) | $ | (9,280 | ) | $ | (16,457 | ) | (56,889 | ) |
As of
|
As of
|
|||||||
August 31,
2012
|
February 29, 2012
|
|||||||
Current Assets
|
$ | 11 | $ | 92 | ||||
Current Liabilities
|
$ | 32,435 | $ | 44,701 | ||||
Working Capital
|
$ | (32,424 | ) | $ | (44,609 | ) |
Six Month
|
Six Month
|
|||||||
Period Ended
|
Period Ended
|
|||||||
August 31,
2012
|
August 31,
2011
|
|||||||
Cash used for Operating Activities
|
$ | (5,081 | ) | $ | (12,885 | ) | ||
Cash provided by Financing Activities
|
5,000 |
Nil
|
||||||
Cash provided by (used in) Investing Activities
|
Nil
|
Nil
|
||||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
$ | (81 | ) | $ | (12,885 | ) |
Exhibit Number
|
Description of Exhibit
|
(3)
|
Articles of Incorporation and Bylaws
|
3.1
|
Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on April 7, 2011)
|
3.2
|
Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on April 7, 2011)
|
(10)
|
Material Contracts
|
10.1
|
Release from Carolyne Johnson dated August 21, 2012 (incorporated by reference to our Current Report on Form 8-K filed on August 22, 2012)
|
10.2
|
Share Purchase Agreement dated August 21, 2012 between our company, Carolyne Johnson and Lilia Roberts (incorporated by reference to our Current Report on Form 8-K filed on August 22, 2012)
|
10.3
|
Letter of Intent dated September 21, 2012 between our company and Biologix Hair Inc. (incorporated by reference to our Current Report on Form 8-K filed on September 27, 2012)
|
(31)
|
Rule 13a-14(a) / 15d-14(a) Certifications
|
31.1*
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer
|
(32)
|
Section 1350 Certifications
|
32.1*
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer
|
101**
|
Interactive Data Files
|
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.
|
**
|
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
|
T & G APOTHECARY, INC.
|
|
Date: October 17, 2012
|
/s/ Lilia Roberts
|
Lilia Roberts
|
|
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
|
|
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of T & G Apothecary, Inc.;
|
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;
|
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;
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
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
|
The registrant's other certifying officer(s) and I have disclosed, based on our 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):
|
|
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
|
|
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.
|
/s/ Lilia Roberts
|
Lilia Roberts
|
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
(1)
|
the Quarterly Report on Form 10-Q of T & G Apothecary, Inc. for the period ended August 31, 2012 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of T & G Apothecary, Inc.
|
Dated: October 17, 2012
|
||
/s/ Lilia Roberts
|
||
Lilia Roberts
|
||
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
||
T & G Apothecary, Inc.
|
Notes Payable Related Party
|
6 Months Ended |
---|---|
Aug. 31, 2012
|
|
Related Party Transactions [Abstract] | |
NOTES PAYABLE RELATED PARTY | NOTE 4 - NOTES PAYABLE RELATED PARTY
On January 19, 2011 the Company entered into a promissory note agreement whereby the Company received $18,475 from a Company director and officer. The note accrues interest at a rate of 10.0% per annum, is unsecured and is due on demand. On August 21, 2012, this note, plus accrued interest was forgiven in full. The Company recorded the resulting gain on forgiveness of debt as an equity contribution.
As of August 31, 2012, a related party paid expenses on behalf of the Company in the amount of $9,329 and advanced $5,000 for operating expenses. This amount, accrued in Notes payable – related party, bears no interest and is due on demand. As of August 31, 2012 and February 29, 2011, the Company had accrued interest payable of $0 and $2,059, respectively. |