UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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F
OR THE QUARTERLY PERIOD
ENDED
J
UNE 30, 2012
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☐
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transition report pursuant to section 13 or 15 (D) of the
securities exchange act of 1934
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For the transition period from_______to_______
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COMMISSION FILE NUMBER:
000-54616
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SPICY GOURMET MANUFACTURING, INC.
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(Exact Name of Registrant as Specified in its Charter)
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DELAWARE
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45-2282672
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(State of Incorporation)
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(I.R.S. Employer ID Number)
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7910 Ivanhoe Ave. #414 La Jolla, California
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92037
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(Address of principal executive offices)
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(Zip Code)
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(858)-459-1133
(Registrant’s
telephone number, including area code)
Copies
to:
Daniel
C. Masters, Esq.
P.
O. Box 66
La
Jolla, CA 92038
(858)
459-1133 - Tel
(858)
459-1103 - Fax
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 ☑ No ☐
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 ☑ No
☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company.
Large accelerated filer
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Accelerated Filer
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Non-accelerated filer
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Smaller reporting company
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☑
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☑ No ☐
The number
of Registrant’s shares of common stock, $0.0001 par value, outstanding as of August 1, 2012 was
11,180,000.
ITEM 1.
FINANCIAL STATEMENTS
The unaudited
quarterly financial statements for the period ended June 30, 2012, prepared by the company, immediately follow.
SPICY
GOURMET MANUFACTURING, INC.
(A
Development Stage Company)
BALANCE
SHEETS
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As of
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As of
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June 30, 2012
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December 31, 2011
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(unaudited)
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(Audited)
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Assets
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Current Assets
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Cash
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$
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1,000
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$
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5,000
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Total Assets
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$
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1,000
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$
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5,000
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Liabilities and Shareholder's
Equity (Deficit)
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Total Liabilities
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$
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-
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$
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-
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Stockholders' Equity
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Preferred stock, $0.0001 par value,
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20,000,000 shares authorized, no
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shares issued or outstanding as
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of June 30, 2012 or December 31, 2011
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-
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-
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Common Stock, $0.0001 par value,
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100,000,000 shares authorized,
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1,180,000 shares issued and outstanding
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as of 6/30/2012 and 12/31/2011
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1,118
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1,118
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Additional paid in capital
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4,000
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4,000
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Retained earnings (Deficit)
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(4,118)
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(118)
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Total shareholders' Equity
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1,000
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5,000
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Total Liabilities & Stockholders' Equity
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$
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1,000
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$
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5,000
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See Notes
to Financial Statements
SPICY
GOURMET MANUFACTURING, INC.
(A
Development Stage Company)
STATEMENT
OF OPERATIONS
(Unaudited
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From Inception
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Dec. 30, 2010
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Three Months Ended
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Six Months Ended
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through
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June 30,
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June 30,
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June 30,
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2012
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2011
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2012
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2011
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2012
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Revenue
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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Total Revenue
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-
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-
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-
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-
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-
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Expenses
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Gen. Admin. Exps.
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-
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-
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4,000
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-
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4,118
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Operating Expenses
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-
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-
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4,000
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-
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4,118
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Other Inc. (Exp.)
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-
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-
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-
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-
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-
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Net Income (Loss)
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-
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-
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(4,000)
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-
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(4,118)
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Basic and diluted Earning
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(Loss) per Share
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0
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0
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0
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0
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Weighted Average Number
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of common shares
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outstanding
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11,180,000
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11,180,000
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11,180,000
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11,180,000
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See
Notes to Financial Statements
SPICY
GOURMET MANUFACTURING, INC.
(A
Development Stage Company)
STATEMENT
OF CASH FLOWS
(Unaudited)
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From Inception
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Dec. 30, 2010
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Three Months Ended
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Six Months Ended
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through
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June 30,
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June 30,
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June 30,
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2012
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2011
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2012
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2011
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2012
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Cash Flows From
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Operating Activities
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Net income (Loss)
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$
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-
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$
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-
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$
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(4,000)
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$
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-
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$
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(4,118)
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Increase (Decrease)
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in Accts Payable
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-
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-
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-
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-
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Changes in operating
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assets &* Liabilities
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-
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-
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-
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-
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-
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Net Cash provided by
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(used in) operations
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-
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-
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(4,000)
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-
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(4,118)
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Cash Flows From
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Investing Activities
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Net cash provided by
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investing activities
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-
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-
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-
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-
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-
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Cash Flows From
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Financing Activities
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Common Stock Issuance
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For Cash
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-
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5,000
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-
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5,000
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5,000
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Common Stock Issuance
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For Expenses
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-
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-
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-
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-
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118
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Net cash provided by
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financing activities
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-
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5,000
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-
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5,000
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5,118
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Net increase (decrease)
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-
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5,000
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(4,000)
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5,000
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Cash beginning of period
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1,000
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-
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5,000
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-
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Cash end of period
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$
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1,000
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$
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5,000
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$
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1,000
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$
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5,000
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$
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1,000
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Supplemental Disclosures of
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Cash Flow Information
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Interest Paid
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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Income taxes paid
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$
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-
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$
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-
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$
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-
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$
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-
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$
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-
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See
Notes to Financial Statements
SPICY
GOURMET MANUFACTURING, INC.
(A
Development Stage Company)
Notes
to Financial Statements
June
30, 2012
(Unaudited)
NOTE
1. NATURE AND BACKGROUND OF BUSINESS
Spicy
Gourmet Manufacturing, Inc. ("the Company" or "the Issuer") was organized under the laws of the State of Delaware
on December 30, 2010. The Company was established as part of the Chapter 11 reorganization of Spicy Gourmet Organics, Inc. ("SGO").
Under SGO's Plan of Reorganization, as confirmed by the U.S. Bankruptcy Court for the Central District of California, the Company
was incorporated to: (1) receive and own any interest which SGO had in the manufacturing of spice mills and similar products;
and (2) issue shares of its common stock to SGO's general unsecured creditors, to its administrative creditors, and to its shareholder.
The Company has been in the development stage since its formation and has not yet realized any revenues from its planned operations.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
Company's financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.
BASIS
OF PRESENTATION - DEVELOPMENT STAGE COMPANY
The
Company is a development stage company as defined by ASC 915-10-05, "Development Stage Entity." The Company is still
devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.
All losses accumulated since inception have been considered as part of the Company's development stage activities.
b.
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BASIC EARNINGS PER SHARE
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The
Company computes net income (loss) per share in accordance with the FASB Accounting Standards Codification ("ASC").
The ASC specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly
held common stock.
Basic
net earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average number of common
shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive
items in the Company.
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
d.
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CASH and CASH EQUIVALENT
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For
the Balance Sheet and Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered
to be cash equivalents.
The
Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has
occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably
assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue.
The Company accrues for warranty costs, sales returns, bad debts, and other allowances based on its historical experience.
f.
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STOCK-BASED COMPENSATION
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The
Company records stock-based compensation in accordance with the FASB Accounting Standards Classification using the fair value
method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are
accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever
is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are
measured and recognized based on the fair value of the equity instruments issued.
Income
taxes are provided in accordance with the FASB Accounting Standards Classification. A deferred tax asset or liability is recorded
for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred
tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion
or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes
in tax laws and rates on the date of enactment.
h.
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IMPACT OF NEW ACCOUNTING STANDARDS
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The
Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's
results of operations, financial position, or cash flow.
NOTE
3. GOING CONCERN
The
Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going
concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently,
the Company does not have significant cash or other material assets, nor does it have operations or a source of revenue sufficient
to cover its operation costs and allow it to continue as a going concern. The officers and directors have committed to advancing
certain operating costs of the Company.
NOTE
4. STOCKHOLDERS' EQUITY COMMON STOCK
The
authorized share capital of the Company consists of 100,000,000 shares of common stock with $0.0001 par value, and 20,000,000
shares of preferred stock also with $0.0001 par value. No other classes of stock are authorized.
COMMON
STOCK: As of June 30, 2012, there were a total of 11,180,000 common shares issued and outstanding and as of June 30, 2011 there
were also a total of 1,180,000 common shares issued and outstanding.
The
Company's first issuance of common stock, totaling 1,180,000 shares, took place on December 30, 2010 pursuant to the Chapter 11
Plan of Reorganization confirmed by the U.S. Bankruptcy Court in the matter of Spicy Gourmet Organics, Inc. ("SGO").
The Court ordered the distribution of shares in Spicy Gourmet Manufacturing, Inc. to all general unsecured creditors of SGO, with
these creditors to receive their PRO RATA share (according to amount of debt held) of a pool of 80,000 shares in the Company.
The Court also ordered the issuance of 100,000 shares in the Company to the sole shareholder of SGO. The Court also ordered the
distribution of 1,000,000 shares in the Company to the administrative creditors of SGO; these creditors received one share of
common stock in the Company for each $0.05 of SGO's administrative debt which they held.
The
Court also ordered the distribution of warrants in the Company to all administrative creditors of SGO, with these creditors to
receive five warrants in the Company for each $0.05 of SGO's administrative debt which they held. These creditors received an
aggregate of 5,000,000 warrants consisting of 1,000,000 "A Warrants" each convertible into one share of common stock
at an exercise price of $3.00; 1,000,000 "B Warrants" each convertible into one share of common stock at an exercise
price of $4.00; 1,000,000 "C Warrants" each convertible into one share of common stock at an exercise price of $5.00;
1,000,000 "D Warrants" each convertible into one share of common stock at an exercise price of $6.00; and 1,000,000
"E Warrants" each convertible into one share of common stock at an exercise price of $7.00. All warrants are exercisable
at any time prior to November 19, 2015. This warrant distribution also took place on December 30, 2010.
On
June 30, 2011 the Company's two officers acquired a total of 10,000,000 common shares from the Issuer in a private placement.
The shares were purchased at the price of $0.0005 per share for a total of $5,000.
As
a result of these issuances there were a total 11,180,000 common shares issued and outstanding, and a total of 5,000,000 warrants
to acquire common shares issued and outstanding, at June 30, 2012.
PREFERRED
STOCK: The authorized share capital of the Company includes 20,000,000 shares of preferred stock with $0.0001 par value. As of
June 30, 2012 no shares of preferred stock had been issued and no shares of preferred stock were outstanding.
NOTE
5 - EARNINGS PER SHARE
The
computation of earnings per share for the three-months period ended June 30, 2012 is as follows:
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INCOME/LOSS PER COMMON SHARE, BASIC
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6/30/2012
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Numerator
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Net income (loss)
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—
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Denominator
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Weighted-average shares
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11,180,000
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Net loss per common share
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(0.0000)
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For
the period from inception (December 30, 2010) to June 30, 2012 there were 5,000,000 shares issuable upon exercise of warrants,
however the exercise prices are such that issuance of these shares would be non-dilutive. Thus diluted earnings per share were
the same as basic earnings per share at all times.
NOTE
6. INCOME TAXES
The
Company has had no business activity and made no U.S. federal income tax provision since its inception on December 30, 2010.
NOTE
7. RELATED PARTY TRANSACTIONS
The
Company neither owns nor leases any real or personal property. An officer of the corporation provides office services without
charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officers and
directors for the Company are involved in other business activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the
Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
NOTE
8. WARRANTS AND OPTIONS
On
December 30, 2010 (inception), the Company issued 5,000,000 warrants exercisable into 5,000,000 shares of the Company's common
stock. These warrants were issued per order of the U.S. Bankruptcy Court in the matter of Spicy Gourmet Organics, Inc. ("SGO")
to the administrative creditors of SGO. These creditors received an aggregate of 5,000,000 warrants consisting of 1,000,000 "A
Warrants" each convertible into one share of common stock at an exercise price of $3.00; 1,000,000 "B Warrants"
each convertible into one share of common stock at an exercise price of $4.00; 1,000,000 "C Warrants" each convertible
into one share of common stock at an exercise price of $5.00; 1,000,000 "D Warrants" each convertible into one share
of common stock at an exercise price of $6.00; and 1,000,000 "E Warrants" each convertible into one share of common
stock at an exercise price of $7.00. All warrants are exercisable at any time prior to November 19, 2015. As of the date of this
report, no warrants have been exercised.
NOTE
9. COMMITMENT AND CONTINGENCY
There
is no commitment or contingency to disclose during the period ended June 30, 2012 and 2011.
NOTE
10. SUBSEQUENT EVENTS
The
Company has performed an evaluation of subsequent events in accordance with ASC Topic 855 and the Company is not aware of any
subsequent events which would require recognition or disclosure in the financial statements.
ITEM
2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS
FORWARD-LOOKING
STATEMENTS
The
discussion contained herein contains "forward-looking statements" that involve risk and uncertainties. These statements
may be identified by the use of terminology such as "believes," "expects," "may," "should"
or anticipates" or expressing this terminology negatively or similar expressions or by discussions of strategy. The cautionary
statements made in this Form 10-Q should be read as being applicable to all related forward-looking statements wherever they appear
in this Form 10-Q. Our actual results could differ materially from those discussed in this report.
BUSINESS
AND PLAN OF OPERATION
Spicy
Gourmet Manufacturing, Inc. ("the Company" or "the Issuer") was organized under the laws of the State of Delaware
on December 30, 2010. The Company was established as part of the Chapter 11 reorganization of Spicy Gourmet Organics, Inc. ("SGO").
Under SGO's Plan of Reorganization, as confirmed by the U.S. Bankruptcy Court for the Central District of California, the Company
was incorporated to: (1) receive and own any interest which SGO had in the manufacturing of spice mills and similar products;
and (2) issue shares of its common stock to SGO's general unsecured creditors, to its administrative creditors, and to its shareholder.
The Company has been in the development stage since its formation and has not yet realized any revenues from its planned operations.
Management
is currently engaged in attempts to obtain sales orders for its spice mills with payment terms such that the Company could afford
the manufacturing costs and carrying period. The Company is also considering a possible sale of its molds on terms which would
provide a royalty on spice mills sold. The Company has been in the development stage since its formation and has not yet realized
any revenues from operations.
LIQUIDITY
AND CAPITAL RESOURCES
As
of June 30, 2012 we had assets of $1,000, all in cash, and no liabilities, and we had an accumulated deficit of $4,118. Also as
of March 31, 2012 we had assets of $1,000, all in cash, and no liabilities, and we had an accumulated deficit of $4,118. As of
December 31, 2011, our last audit date, we had assets of $5,000, all in cash, and no liabilities, and we had an accumulated deficit
of $118. Thus there was no change during the quarter ended June 30, 2012 but there was a loss of $4,000 during the six month period
ended June 30, 2012. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until a sale
of our spice mill’s or a business combination that results in revenues greater than expenses.
We
are dependent upon our officers to meet any costs we may incur in excess of our limited cash on hand. Our President and our Secretary
have agreed to provide the necessary funds, without interest, for the Company to comply with the Securities Exchange Act of 1934,
as amended, provided that they are officers and directors of the Company when the obligation is incurred. All advances will be
interest-free.
RESULTS
OF OPERATIONS
The
Company has refused one order for its spice mill’s because the order was large and required a significant delay in payment
and the Company lacks the resources to carry a large receivable for an extended time. The Company has not been successful in generating
smaller orders or orders on substantially more favorable payment terms. As a result, the Company has had no revenues since its
inception on December 30, 2010, and no revenues will develop unless and until the Company is successful in manufacturing and selling
its spice mill’s on favorable terms.
GOING
CONCERN.
The
accompanying financial statements are presented on a going concern basis. The company's financial condition raises substantial
doubt about the Company's ability to continue as a going concern. The Company does not have cash or other material assets nor
does it have any operations or revenues from operations. It is relying on advances from stockholders, officers and directors to
meet its limited operating expenses.
OFF-BALANCE
SHEET ARRANGEMENTS
We
do not have any off-balance sheet arrangements that have or are reasonably
likely
to have a current or future effect on our financial condition, changes in
financial
condition, revenues or expenses, results of operations, liquidity,
capital
expenditures or capital resources that is material to investors.
ITEM
4. CONTROLS AND PROCEDURES
EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES
Our
management team, under the supervision and with the participation of our principal executive officer and our principal financial
officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined
under Rule 13a-15(e) promulgated under the Exchange Act, as of the last day of the fiscal period covered by this report, June
30, 2012. The term disclosure controls and procedures means our controls and other procedures that are designed to ensure that
information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive
and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required
disclosure. Based on this evaluation, our principal executive officer and our principal financial officer concluded that, as of
June 30, 2012, our disclosure controls and procedures were effective at a reasonable assurance level.
CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There
have been no changes in our internal control over financial reporting during the period ended June 30, 2012 that materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
None.
ITEM
1A. RISK FACTORS
There
have been no material changes to the risks to our business from those described in our initial Form 10 as filed with the SEC on
March 1, 2012, and the subsequent amendments thereto.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The
Company’s first issuance of common stock, totaling 1,180,000 shares, was made pursuant to the Chapter 11 Plan of Reorganization
confirmed by the U.S. Bankruptcy Court in the matter of Spicy Gourmet Organics, Inc. (“SGO”). T
he
Court ordered the distribution of 1,180,000 shares in Spicy Gourmet Manufacturing, Inc. to all general unsecured creditors of
SGO, all administrative creditors of SGO, and all shareholders of SGO. On June 30, 2011 the President and the Secretary of the
Company acquired a total of 10,000,000 common shares from the Issuer in a private placement. The shares were purchased at a price
of $0.0005 per share for total proceeds of $5,000.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. REMOVED AND RESERVED
ITEM
5. OTHER INFORMATION
None.
ITEM
6. - EXHIBITS
No.
Description
|
31.1
|
Certification
of Chief
Executive
Officer
required
by Rule
13a-14(a)
or Rule
|
15d-14(a)
of the Securities Exchange Act of 1934, as adopted pursuant to
Section
302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification
of Chief
Financial
Officer
required
by Rule
13a-14(a)
or Rule
|
15d-14(a)
of the Securities Exchange Act of 1934, as adopted pursuant to
Section
302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification
of Chief
Executive
Officer
pursuant
to 18
U.S.C.
1350,
as adopted
|
pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
Certification
of Chief
Financial
Officer
pursuant
to 18
U.S.C.
1350,
as adopted
|
pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
101 The
following materials from the Company’s Quarterly Report on Form 10-Q for
the
quarter ended June 30, 2012, formatted in XBRL (eXtensible Business Reporting Language); (i) Balance Sheets at December 31, 2011
and June 30, 2012, (ii) Statement of Operations for the three and six month periods ended June 30, 2012 and 2011, (iii) Statement
of Cash Flows for the three and six month periods ended June 30, 2012 and 2011, and (iv) Notes to Financial Statements.
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.
Date:
September 4, 2012
Spicy Gourmet Manufacturing, Inc.
By:
/s/ Ali Balaban
Ali
Balaban
President,
CEO and Director
By:
/s/ Daniel Masters
Daniel
Masters
CFO,
Secretary, and Director
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