[X]
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ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended: December
31, 2008
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[ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT | |
For
the transition period from _________ to ________
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Commission
file number: 333-148775
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Liberto, Inc.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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N/A
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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Lot
7B Blk 7 Emerald St.,
Gold
Riverville Subd. Burgos, Montalban
Rizal, the Philippines
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N/A
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number: 63-920-938-0830
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Securities registered under Section 12(b) of the Exchange Act: | |
Title of each class | Name of each exchange on which registered |
none | not applicable |
Securities registered under Section 12(g) of the Exchange Act: | |
Title of each class | Name of each exchange on which registered |
none | not applicable |
Page
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PART I
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PART II
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PART III
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PART IV
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·
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Milkfish
(Chanos chanos)
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·
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Swordfish
(Xiphias gladius)
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·
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Tilapia
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·
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(Oreochromis
mossambicus)
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·
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(Oreochromis
niloticus niloticus)
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·
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Big-head
pennah croaker (Pennahia
macrocephalus)
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·
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Golden
threadfin bream (Nemipterus
virgatus)
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·
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Cod
(Gadus morhua)
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·
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Bigeyes
(Priacanthus arenatus)
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·
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Pacific
whiting (Merluccius productus)
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·
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Alaska
pollock (Theragra chalcogramma)
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·
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Various
shark species
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·
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Wegmans
Food Markets Inc. imitation seafood products are made of finely minced
pollock and whiting from the Pacific, both plentiful, under-utilized
species. The fish is washed, pressed to remove the water, salted and
seasoned, colored, shaped and cooked. It is sold refrigerated, never
frozen. The airtight package provides extended freshness. The three new
products with their Omega-3 levels are: Imitation Crab Legs with 210 mg of
Omega-3 fats per ½ cup serving, Imitation Lobster Meat with 250 mg of
Omega-3s, and the Shrimp Combo, with 300 mg of Omega-3s per
serving.
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·
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Han
il Corporation makes Imitation Lobster Tails molded out of Surimi (white
pollock meats), mixed with various ingredients (lobster extract, lobster
flavor, wheat starch, seasoning etc.) in a Lobster-Tail shape. Han il
corporation declares itself “the largest direct exporter of High Quality
Surimi Seafood's from Korea to World
wide.”
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·
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Asia
Fish Source Company Ltd. makes imitation prawn-lobster tail in red and
paprika orange color.
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·
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Joinseafoods
Processing Co., Ltd. makes imitation lobster tail that is 50% surimi
content and orange in color.
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·
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Asian
Star brand Surimi seafood by Zaloom Marketing makes Surimi seafood
products from Thailand, Korea, China, Singapore, and Malaysia. These
products include imitation crab flakes, imitation crab sticks, imitation
crab legs, imitation unbreaded scallops, and “value added seafoods,” such
as imitation breaded scallops, imitation breaded crab claws, sushi
products, sushi sticks, imitation crab shreds, minced sticks, filament
sticks, imitation shrimp, and imitation lobster. Zaloom Marketing claims
Asian Star to be “the largest direct importer of High Quality Surimi
Seafood from Asia to America,” also claiming to “import from only the best
quality producers in Asia,” with over 15 years of experience in
Surimi.
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·
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Lucky
Union Foods Co., Ltd. Started commercial operations in 1992. The company
asserts that it is “known and trusted as a leading & reliable
manufacturer and exporter of surimi-based products,” and that “every
product type is made in strict accordance with good manufacturing
practices (“GMP”) criteria and controlled by Hazard Analysis Critical
Control Points (“HACCP”) at each stage from start through to final
customer delivery.”
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Fiscal
Year Ending December 31, 2008
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Quarter
Ended
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High
$
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Low
$
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December
31, 2008
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N/A
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N/A
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September
30, 2008
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N/A
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N/A
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June
30, 2008
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N/A
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N/A
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March
31, 2008
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N/A
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N/A
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Fiscal
Year Ending December 31, 2007
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Quarter
Ended
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High
$
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Low
$
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||
December
31, 2007
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N/A
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N/A
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1.
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we
would not be able to pay our debts as they become due in the usual course
of business, or;
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2.
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our
total assets would be less than the sum of our total liabilities plus the
amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the
distribution.
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·
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Attending
national and regional food promotional events and conferences. There are
events and conferences managed by regional and central institutions and
organizations to promote food related products. We plan to attend a number
of events attended by food products merchants and restaurant
representatives in order to further expose our product. These events will
include trade meetings, promotional events, seminars, and conferences,
which are heavily attended by food products wholesalers, grocery store
owners and restaurant representatives, in order to further expose our
Product.
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·
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Developing
direct marketing programs to attract retailers. In addition to attending
the foregoing conferences and seminars, we intend to market directly to
wholesalers, grocery stores, and restaurants. Our marketing will include
conducting seminars and the use of online and traditional advertising
media such as newspapers and trade
publications.
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·
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Promoting
to the public through internet-based and traditional media advertising. We
intend to use Internet-based and traditional media to promote our product
directly to the public to raise public awareness of our product. A cost
conscious public could pull our Product through the supply chain if they
are properly educated regarding our
Product.
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·
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We
will also mail our brochure to wholesale distributors, and, initially, we
will do special promotions providing small amounts of our Product to a few
major stores, while allowing them to pay us after three months. If the
market shows an interest in our Product, they will then begin to order
from us regularly. We will begin marketing from the Philippines, where our
directors have many contacts, and we will then move forward in marketing
our Product in China and other
countries.
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·
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Travel
and Related expenses, which will consist primarily of our executive
officers and directors visiting food merchants and resellers in their
sales efforts. We estimate travel and related expenses for the next twelve
months will be approximately
$4,000;
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·
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Initial
Marketing, which will consist of the marketing efforts discussed above,
including direct marketing and attendance at trade shows. We estimate
initial marketing expenses for the next twelve months will be
approximately $6,000;
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·
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Research
and Development costs consist of developing and testing our Product and
determining the best combination of materials and suppliers for
production. We estimate that research and development costs for the next
twelve months will be approximately
$10,000.
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Name
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Age
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Position
Held with the Company
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Rosielyn
S. Baclig
Lot
7B Blk 7 Emerald St.,
Gold
Riverville Subd. Burgos, Montalban
Rizal,
the Philippines
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30
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President,
Chief Executive Officer, Principal Executive Officer, Chief Financial
Officer, Principal Financial Officer, Principal Accounting Officer and
Director
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Edmundo
Oblenida Carreos
Lot
7B Blk 7 Emerald St.,
Gold
Riverville Subd. Burgos, Montalban
Rizal,
the Philippines
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29
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Director
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SUMMARY
COMPENSATION TABLE
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Name
and
principal
position
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Year
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Salary ($)
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Bonus
($)
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Stock
Awards
($)
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Option
Awards
($)
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Non-Equity
Incentive
Plan
Compensation
($)
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Nonqualified
Deferred
Compensation
Earnings
($)
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All
Other
Compensation
($)
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Total
($)
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Rosielyn
S. Baclig
President,
Chief Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer,
Principal
Accounting Officer and Director
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2007
2008
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0
0
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0
0
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0
0
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0
0
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0
0
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0
0
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0
0
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0
0
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OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
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OPTION
AWARDS
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STOCK
AWARDS
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Name
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Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
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Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
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Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
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Option
Exercise
Price
($)
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Option
Expiration
Date
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Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
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Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
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Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
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Rosielyn
S. Baclig
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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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Name
and Address of Beneficial Owners of Common Stock
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Title
of Class
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Amount
and Nature of Beneficial Ownership1
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%
of Common Stock2
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Rosielyn
S. Baclig
Lot
7B Blk 7 Emerald St.,
Gold
Riverville Subd. Burgos, Montalban
Rizal,
the Philippines
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Common
Stock
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600,000
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27.9%
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Edmundo
Oblenida Carreos
Lot
7B Blk 7 Emerald St.,
Gold
Riverville Subd. Burgos, Montalban
Rizal,
the Philippines
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Common
Stock
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600,000
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27.9%
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DIRECTORS
AND OFFICERS – TOTAL
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1,200,000
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55.8%
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5%
SHAREHOLDERS
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NONE
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Common
Stock
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NONE
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NONE
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1.
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As
used in this table, "beneficial ownership" means the sole or shared power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right to
acquire within 60 days after such
date.
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2.
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The
percentage shown is based on denominator of 2,150,000 shares of common
stock issued and outstanding for the company as of January 15,
2008.
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Financial
Statements for the Year Ended December 31
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Audit
Services
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Audit
Related Fees
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Tax
Fees
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Other
Fees
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2008
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$9,000
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-
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-
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-
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2007
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$4,000
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-
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-
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-
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Audited
Financial Statements:
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F-1
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Report
of Independent Registered Public Accounting Firm
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F-2
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Consolidated
Balance Sheets as of December 31, 2008 and
2007;
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F-3
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Statements
of Operations for the Years Ended December 31, 2008 and 2007 and for the
Period from November 8,2007 (Date of Inception) to December 31,
2008;
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F-4
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Statement
of Stockholders’ Equity (Deficit) for period from inception to
December 31, 2008;
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F-5
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Statements
of Cash Flows for the Years Ended December 31, 2008 and 2007 and for the
Period from November 8, 2007 (Date of Inception) to December 31,
2008;
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F-6
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Notes
to Financial
Statements
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Exhibit
Number
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Description
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3.1
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Articles
of Incorporation, as amended (1)
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3.2
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Bylaws,
as amended (1)
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1
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Incorporated
by reference to the Registration Statement on Form SB-2 filed on January
22, 2008.
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By:
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/s/
Rosielyn S. Baclig
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Rosielyn
S. Baclig
President,
Chief Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer,
Principal
Accounting Officer and Director
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March
12, 2009
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By:
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/s/
Rosielyn S. Baclig
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Rosielyn
S. Baclig
President,
Chief Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer,
Principal
Accounting Officer and Director
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March
12, 2009
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By:
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/s/
Edmundo
Oblenida Carreos
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Edmundo
Oblenida Carreos
Director
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March
12, 2009
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ASSETS
|
December
31,
2008
|
December
31,
2007
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Current
Assets
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Cash
and equivalents
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$ | -0- | $ | 35,000 | |
Prepaid
expenses
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-0- | 4,000 | |||
TOTAL
ASSETS
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$ | -0- | $ | 39,000 | |
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
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Liabilities
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|||||
Current
Liabilities
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|||||
Due
to officer
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$ | 6,000 | $ | -0- | |
Stockholders’
Equity (Deficit)
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|||||
Common
Stock, $.001 par value, 90,000,000 shares authorized, 2,150,000
shares issued and outstanding
|
2,150 | 2,150 | |||
Preferred
Stock, $.001 par value, 10,000,000 shares authorized, -0- shares
issued and outstanding
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-0- | -0- | |||
Additional
paid-in capital
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40,850 | 40,850 | |||
Deficit
accumulated during the development stage
|
(49,000) | (4,000) | |||
Total
stockholders’ equity (deficit)
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(6,000) | 39,000 | |||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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$ | -0- | $ | 39,000 |
Year
Ended
December 31, 2008
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Year
Ended
December 31, 2007
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Period
from
November 8, 2007
(Date of Inception) to
December 31, 2008
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Revenues
|
$ | -0- | $ | -0- | $ | -0- | ||
Expenses
:
|
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Professional
fees
|
45,000 | 4,000 | 49,000 | |||||
Net
Loss
|
$ | (45,000) | $ | (4,000) | $ | (49,000) | ||
Net
loss per share:
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Basic
and diluted
|
$ | (0.02) | $ | (0.00) | $ | (0.02) | ||
Weighted
average shares outstanding:
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Basic
and diluted
|
2,150,000 | 2,150,000 | 2,150,000 |
Common
stock
|
Additional
paid-in
|
Deficit
accumulated
during
the development
|
||||||||||||
Shares
|
Amount
|
capital
|
stage
|
Total
|
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Issuance
of common stock for
cash @$.001
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2,150,000 | $ | 2,150 | $ | 40,850 | $ | - | $ | 43,000 | |||||
Loss
for the period ended December 31, 2007
|
- | - | - | (4,000) | (4,000) | |||||||||
Balance,
December 31, 2007
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2,150,000 | 2,150 | 40,850 | (4,000) | 39,000 | |||||||||
Net
loss for the year ended
December 31, 2008
|
- | - | - | (45,000) | (45,000) | |||||||||
Balance,
December 31, 2008
|
2,150,000 | $ | 2,150 | $ | 40,850 | $ | (49,000) | $ | (6,000) |
Year
Ended
December 31, 2008
|
Year
Ended
December 31, 2007
|
Period
From
November 8, 2007
(Inception) to
December 31, 2008
|
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CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
loss
|
$ | (45,000) | $ | (4,000) | $ | (49,000) | ||
Change in non-cash working capital items | ||||||||
Prepaid
expenses
|
4,000 | ( 4,000) | -0- | |||||
Accrued
expenses
|
6,000 | -0- | 6,000 | |||||
CASH
FLOWS USED BY OPERATING ACTIVITIES
|
(35,000) | (8,000) | (43,000) | |||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds
from sales of common stock
|
-0- | 43,000 | 43,000 | |||||
NET
DECREASE IN CASH
|
(35,000) | 35,000 | -0- | |||||
Cash,
beginning of period
|
35,000 | -0- | -0- | |||||
Cash,
end of period
|
$ | -0- | $ | 35,000 | $ | -0- | ||
SUPPLEMENTAL
CASH FLOW INFORMATION
|
||||||||
Interest
paid
|
$ | -0- | $ | -0- | $ | -0- | ||
Income
taxes paid
|
$ | -0- | $ | -0- | $ | -0- |
2008
|
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Deferred
tax asset attributable to:
|
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Net
operating loss carryover
|
$ | 16,660 |
Valuation
allowance
|
(16,660) | |
Net
deferred tax asset
|
$ | - |