donmarcos_10q-063009.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-52692

DON MARCOS TRADING CO.
(Exact name of registrant as specified in its charter)
 
Florida
65-0921319
(State or other jurisdiction of
(IRS Employer
incorporation or organization)
Identification No.)
 
1535 Southeast 17th Street, Suite 107, Ft. Lauderdale, FL  33316
(Address of principal executive offices)

(954) 356-8111
(Registrant’s telephone number)

N/A
(Former name, former address and former fiscal year, if changed since last report)

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 þ 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company þ
(Do not check if a smaller reporting company)
  
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No þ
 
As of August 4, 2009, the number of shares of common stock outstanding was 48,300,000.
 
INDEX
 
 
   
Page
 
  
Number
   
 
PART I - FINANCIAL INFORMATION
 
   
 
Item 1.
Financial Statements (Unaudited)
1
   
 
 
Condensed Balance Sheet – June 30, 2009 and 2008
1
   
 
 
Condensed Statement of Operations –
 
 
For the three and six months ended June 30, 2009 and 2008
2
   
 
 
Condensed Statements of Cash Flows –
 
 
For the six months ended June 30, 2009 and 2008
4
     
 
Condensed Notes to Financial Statements
6
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
10
   
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
14
   
 
Item 4.
Controls and Procedures
14
   
 
Item 4T.
Controls and Procedures
14
   
 
PART II - OTHER INFORMATION
 
   
 
Item 1.
Legal Proceedings
15
Item 1A.
Risk Factors
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
15
Item 3.
Defaults Upon Senior Securities
15
Item 4.
Submission of Matters to a Vote of Security Holders
15
Item 5.
Other Information
15
Item 6.
Exhibits
15
   
 
SIGNATURES
16


PART I - FINANCIAL INFORMATION

ITEM 1. 
FINANCIAL STATEMENTS
 
DON MARCOS TRADING CO.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
JUNE 30, 2009 AND DECEMBER 31, 2008
 
   
Unaudited
    
Audited
  
   
June 30, 2009
    
December 31, 2008
  
             
ASSETS
             
CURRENT ASSETS
            
Cash
   $ 158     $ 2,613  
Inventory
     8,864       8,891  
                 
TOTAL CURRENT ASSETS
   $ 9,022     $ 11,504  
                 
                 
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
                 
                 
CURRENT LIABILITIES
                
Accounts payable and accrued expenses
   $ 7,621     $ 12,176  
                 
STOCKHOLDERS’ EQUITY
                
Preferred stock, no stated value
                
Authorized 10,000,000 shares
                
Issued and outstanding -0- shares
     -       -  
Common stock, no par value
                
Authorized 100,000,000 shares
                
Issued and outstanding - 47,300,000 shares at
                
June 30, 2009 and 44,300,000 shares
                
at December 31, 2008
     238,454       223,454  
Deficit accumulated during the
                
development stage
     (237,053 )     (224,126 )
                 
TOTAL STOCKHOLDERS’ EQUITY
     1,401       (672 )
                 
TOTAL LIABILITIES AND
                
STOCKHOLDERS’ EQUITY
   $ 9,022     $ 11,504  
 
The accompanying notes are an integral part of these unaudited financial statements.
 
1
DON MARCOS TRADING CO.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008
AND FOR THE PERIOD FROM MAY 11, 1999 TO JUNE 30, 2009
(UNAUDITED)
 
 
   
Three Month Periods Ended
  
   
June 30,
  
   
2009
    
2008
  
             
REVENUES
   $ 192     $ -  
                 
OPERATING EXPENSES
     11,676       7,889  
                 
NET (LOSS)
   $ (11,484 )   $ (7,889 )
                 
NET (LOSS) PER SHARE
                
                 
Basic and diluted
   $ (.00 )   $ (.00 )
                 
WEIGHTED AVERAGE NUMBER
                
OF SHARES OUTSTANDING
                
                 
Basic and diluted
     47,201,099       39,500,000  
 
 
The accompanying notes are an integral part of these unaudited financial statements.
 
 
2
 
 
       
May 11, 1999
  
   
Six Month Periods Ended
    
(Inception)
  
   
June 30,
    
To
  
   
2009
    
2008
    
June 30, 2009
  
                   
REVENUES
   $ 576     $ -     $ 1,056  
                         
OPERATING EXPENSES
     13,503       24,446       238,109  
                         
NET (LOSS)
   $ (12,927 )   $ (24,446 )   $ (237,053 )
                         
NET (LOSS) PER SHARE
                        
                         
Basic and diluted
   $ (.00 )   $ (.00 )   $ (.01 )
                         
WEIGHTED AVERAGE NUMBER
                        
OF SHARES OUTSTANDING
                        
                         
Basic and diluted
     45,758,564       38,300,000       45,758,564  
 
The accompanying notes are an integral part of these unaudited financial statements.
 
3
DON MARCOS TRADING CO.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008
AND FOR THE PERIOD FROM MAY 11, 1999 (INCEPTION) TO JUNE 30, 2009
UNAUDITED
 
 
               
May 11, 1999
  
               
(Inception)
  
               
To
  
   
2009
    
2008
    
June 30, 2009
  
                   
CASH FLOWS FROM
                  
OPERATING ACTIVITIES:
                  
Net (loss)
   $ (12,927 )   $ (24,446 )   $ (237,053 )
Adjustments to reconcile net
                        
(loss) to net cash used
                        
by operating activities :
                        
Common stock issued for services
     -       -       3,635  
Stock based compensation
     -       -       45,474  
Changes in operating assets and liabilities:
                        
Inventory
     27       (4,659 )     (8,864 )
Accounts payable and accrued expenses
     (4,555 )     5,999       7,621  
                         
NET CASH (USED) IN
                        
OPERATING ACTIVITIES
     (17,455 )     (23,106 )     (189,187 )
                         
CASH FLOWS FROM
                        
INVESTING ACTIVITIES
     -       -       -  
                         
CASH FLOWS FROM
                        
FINANCING ACTIVIITES
                        
Issuance of common stock for cash
     15,000       12,000       187,000  
Cash contributed by stockholder
     -       -       2,345  
                         
NET CASH PROVIDED BY
                        
FINANCING ACTIVITIES
     15,000       12,000       189,345  
                         
NET INCREASE (DECREASE) IN CASH
                        
AND CASH EQUIVALENTS
     (2,455 )     (11,106 )     158  
                         
CASH AND CASH EQUIVALENTS,
                        
BEGINNING OF PERIOD
     2,613       11,166       -  
                         
CASH AND CASH EQUIVALENTS,
                        
END OF PERIOD
   $ 158     $ 60     $ 158  
 
The accompanying notes are an integral part of these unaudited financial statements.
4
DON MARCOS TRADING CO.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008
AND FOR THE PERIOD FROM MAY 11, 1999 (INCEPTION) TO JUNE 30, 2009
(UNAUDITED)
 
 
               
May 11, 1999
  
               
(Inception)
  
               
To
  
   
2009
    
2008
    
June 30, 2009
  
                   
SUPPLEMENTAL DISCLOSURE
                  
OF CASH FLOW INFORMATION
                  
                   
CASH PAID DURING THE YEAR FOR:
                  
                   
Interest
   $ -     $ -     $ -  
                         
Taxes
   $ -     $ -     $ -  
 
 
The accompanying notes are an integral part of these unaudited financial statements.
 
5
DON MARCOS TRADING CO.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
(UNAUDITED)


NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business and History of Company

Don Marcos Trading Co. (“the Company”) is a development stage enterprise incorporated on May 11, 1999 in the state of Florida. The Company is the sole importer and distributor of Don Marcos coffee.

Use of Estimates

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.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Fair value of financial instruments

For certain Company instruments, including cash and accounts payable and accrued expenses, the carrying amounts approximate fair value due to their short maturities.

Net Loss Per Share

The Company adopted Statement of Financial Accounting Standards No. 128, “Earnings Per Share” that requires the reporting of both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with FASB 128, any anti-dilutive effects on net income (loss) per share are excluded.


6
 
DON MARCOS TRADING CO.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
(UNAUDITED)


NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

The Company recognizes revenue from product sales when shipment of product to the customer has been made, which is when title passes. The Company estimates and records provisions for rebates, sales returns and allowances in the period the sale is recorded. Shipping and handling charges are included in gross sales, with the related costs included in selling, general and administrative expenses.

Inventory

Inventory is stated at the lower of cost (determined by the first-in, first-out method) or market.  Inventories are adjusted for estimated obsolescence and written down to net realizable value based upon estimates of future demand, technology developments, and market conditions.
 
Common Stock Issued for Non-Cash Transaction
 
It is the Company’s policy to value stock issued for non-cash transactions, such as services, at the fair market value of the goods or services received or the consideration granted, whichever is more readily determinable, at the date the transaction is negotiated.

Stock Based Compensation

Effective November 1, 2005, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment: An Amendment of FASB Statements No. 123 and 95” using the modified prospective method. Under this method, compensation cost is recognized on or after the effective date for the portion of outstanding awards, for which the requisite service has not yet been rendered, based on the grant date fair value of those awards. For stock-based awards issued on or after November 1, 2005, the Company recognizes the compensation cost on a straight-line basis over the requisite service period for the entire award. Measurement and attribution of compensation cost for awards that are unvested as of the effective date of SFAS No. 123(R) are based on the same estimate of the grant-date or modification-date fair value and the same attribution method used previously under SFAS No. 12.

Development Stage Enterprise

The Company is a development stage enterprise, as defined in Financial Accounting Standards Board No. 7, “Accounting and Reporting By Development Stage Enterprises.” The Company’s planned principal operations have not commenced, and accordingly, only nominal revenue has been derived during this period.


7

DON MARCOS TRADING CO.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
(UNAUDITED)


NOTE 2
GOING CONCERN
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.

The Company’s development activities since inception have been financially sustained through stockholder contribution to the Company and issuance of common stock. The Company may raise additional funding to continue its operations through contributions from the current shareholders and stock issuance to other investors.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.
 
NOTE 3
INVENTORY

 
Inventory consists of the following as of June 30, 2009 and December 31, 2008:
 
   
2009
    
2008
  
             
Finished goods inventory
   $ 27     $ 54  
Materials
     8,837       8,837  
    $ 8,864     $ 8,891  
 
NOTE 4 
COMMON STOCK

 
On April 13, 2009, the Company entered into Stock Purchase Agreements with certain of the Company’s officers for the sale to those officers of the Company’s common stock as follows:
 
Name of Officer
  
Number of
Common Stock
Shares Purchased
    
Purchase
Price Paid
  
Earl Shannon
    
1,000,000
     $ 5,000  
Steven W. Hudson
    
1,000,000
     $ 5,000  
Scott W. Bodenweber
    
1,000,000
     $ 5,000  



8

DON MARCOS TRADING CO.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008


NOTE 5 
SUBSEQUENT EVENT

Management has evaluated subsequent events through August 4, 2009, the date which the financial statements were available for issue.

On July 14, 2009, pursuant to a Stock Purchase Agreement, the Company sold 1,000,000 shares of its common stock at a price of $0.005 per share to a director of the Company for gross proceeds of $5,000.

 
 
9
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Report.

Overview

We were incorporated on May 11, 1999 in the state of Florida to be the sole importer and distributor of Don Marcos® Coffee.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.  In consultation with our Board of Directors, we have identified several accounting principles that we believe are key to understanding of our financial statements.  These important accounting policies require management's most difficult, subjective judgments.

Development Stage Enterprise

We are a development stage enterprise, as defined in Financial Accounting Standards Board No. 7.  Our planned principal operations have not commenced, and, accordingly, only nominal revenue has been derived during the period.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Net Loss per Share

We adopted Statement of Financial Accounting Standards No. 128 that requires the reporting of both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period.  Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with FASB 128, any anti-dilutive effects on net income (loss) per share are excluded.

10
Inventory

Inventory is stated at the lower of cost (determined by the first-in, first-out method), or market.  Inventories are adjusted for estimated obsolescence and written down to net realizable value based upon estimates of future demand, technology developments, and market conditions.

Stock Issued for Non-Cash Transactions

It is our policy to value stock issued for non-cash transactions, such as services, at the fair market value of the goods or services received or the consideration granted, whichever is more readily determinable, at the date the transaction is negotiated.

There were no shares of common stock issued for services during the six months ended June 30, 2009 and 2008.

Going Concern

Our financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  Our ability to continue as a going concern is dependent upon our ability to locate sources of capital, and attain future profitable operations.  Our management is currently initiating their business plan.  The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

Stock Based Compensation

We adopted SFAS No. 123 (Revised 2004), Share Based Payment (“SFAS No. 123R”), under the modified-prospective transition method on January 1, 2006.  SFAS No. 123R requires companies to measure and recognize the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair-value.  Share-based compensation recognized under the modified-prospective transition method of SFAS No. 123R includes share-based compensation based on the grant-date fair-value determined in accordance with the original provisions of SFAS No. 123, Accounting for Stock-Based Compensation, for all share-based payments granted prior to and not yet vested as of January 1, 2006 and share-based compensation based on the grant-date fair-value determined in accordance with SFAS No. 123R for all share-based payments granted after January 1, 2006.  SFAS No. 123R eliminates the ability to account for the award of these instruments under the intrinsic value method prescribed by Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and allowed under the original provisions of SFAS No. 123.  Prior to the adoption of SFAS No. 123R, we accounted for our stock option plans using the intrinsic value method in accordance with the provisions of APB Opinion No. 25 and related interpretations.

Stock-based compensation represents the cost related to stock-based awards granted to employees.  We measure stock-based compensation cost at grant date, based on the estimated fair value of the award, and recognizes the cost as expense on a straight-line basis (net of estimated forfeitures) over the employee requisite service period.  We estimate the fair value of stock options using a Black-Scholes valuation model.  The expense is recorded in operating expenses in the condensed statements of operations.

11
Results of Operations

You should read the selected financial data set forth below along with our discussion and our financial statements and the related notes.  We have derived the financial data from our unaudited financial statements.  We believe the financial data shown in the table below include all adjustments consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of such information.  Operating results for the period are not necessarily indicative of the results that may be expected in the future.

   
Six Months Ended
June 30,
    
Three Months Ended
June 30,
  
   
2009
(unaudited)
    
2008
(unaudited)
    
2009
(unaudited)
    
2008
(unaudited)
  
Revenue
   $ 576     $ -     $ 192     $ -  
Operating expenses
     13,503       24,446       11,676       7,889  
Net (loss)
   $ (12,927 )   $ (24,446 )   $ (11,484 )   $ (7,889 )
Net (loss) per share
   $ (.00 )   $ (.00 )   $ (.00 )   $ (.00 )

Results for the Six Months Ended June 30, 2009 Compared to the Six Months Ended June 30, 2008 (unaudited)

Revenues

We had nominal revenue of $576 for the six months ended June 30, 2009, and no revenue for the six months ended June 30, 2008.

Operating Expenses

Operating expenses decreased by $10,943 to $13,503 for the six months ended June 30, 2009 as compared to $24,446 for the six months ended June 30, 2008.  The decrease was a result of reductions in legal and accounting fees required for our SEC filings.

Net Loss

Primarily as a result of our operating expenses, we had a net loss of $12,927 for the six months ended June 30, 2009 compared to a net loss of $24,446 for the same period in the prior year.

Impact of Inflation

We believe that inflation has had a negligible effect on our operations over the past three years.

12
Results for the Three Months Ended June 30, 2009 Compared to the Three Months Ended June 30, 2008 (unaudited)

Revenues

We had revenue from operations in the amount of $192 for the three months ended June 30, 2009.  We did not have any revenues from operations for the three months ended June 30, 2008.

Operating Expenses

Our total operating expenses for the three months ended June 30, 2009 were $11,676 compared to $7,889 for the three months ended June 30, 2008.  Our expenses for the three months ended June 30, 2009 and 2008 were primarily for legal and accounting fees associated with our SEC filings required of a public company.

Liquidity and Capital Resources

We currently have no material commitments for capital expenditures and have no fixed expenses.

Working capital is summarized and compared as follows:
 
   
June 30,
    
June 30,
  
   
2009
    
2008
  
Current assets
   $ 9,022     $ 8,974  
Current liabilities
     7,621       15,465  
                 
Working Capital (Deficit)
   $ 1,401     $ ( 6,491 )
 
Changes in cash flows is summarized as follows:

Our net cash used by operations was $17,455 for the six months ended June 30, 2009 as compared to $23,106 for the six months ended June 30, 2008.  During the six months ended June 30, 2009, we experienced a net loss of $12,927.   In addition, we had a decrease in accounts payable of $4,555.  This was offset by a decrease in inventory of $27.  During the six months ended June 30, 2008, we experienced a net loss of $24,446.  In addition, we had an increase in inventory of $4,659.  These were offset by an increase in accounts payable of $5,999.

There was no net cash used or provided from investing activities for the six months ended June 30, 2009 and 2008.

13
Our net cash provided from financing activities was $15,000 during the six months ended June 30, 2009 and $12,000 during the six months ended June 30, 2008, due to the sale of common stock for cash in each respective period.

Off-Balance Sheet Arrangements

None.

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.

ITEM 4. 
CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our President and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of period covered by this report.  Based upon such evaluation,  the President and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 4T.
CONTROLS AND PROCEDURES

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.

14
PART II - OTHER INFORMATION

ITEM 1. 
LEGAL PROCEEDINGS

To the best knowledge of our management, there are no legal proceedings pending or threatened against us.

ITEM 1A. 
RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 14, 2009, we entered into a Stock Purchase Agreement with Mark E. Tupper, one of our directors, for the sale to that director of shares of our common stock.  Pursuant to the Stock Purchase Agreement, we sold an aggregate of 1,000,000 shares of our common stock at a price of $0.005 per share for gross proceeds of $5,000.  We relied on the exemption from registration relating to offerings that do not involve any public offering pursuant to Section 4(2) under the Securities Act of 1933 (the “Act”) and/or Rule 506 of Regulation D promulgated pursuant thereto.  We believe that the investor is an “accredited investor” as defined in Rule 501 of Regulation D of the Act and had adequate access to information about us.

ITEM 3. 
DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. 
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. 
OTHER INFORMATION

None.

ITEM 6. 
EXHIBITS

The following Exhibits are filed herein:
 
 
No.
 Title
 
10.1 
Stock Purchase Agreement with Mark E. Tupper, dated July 14, 2009
 
31.1
Certification of President Pursuant to the Securities Exchange Act of 1934, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
31.2
Certification of Chief Financial Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
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Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
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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.
 
DATED: August 4, 2009    
 DON MARCOS TRADING CO.  
     
     
/s/ Earl T. Shannon  
 
BY: Earl T. Shannon
ITS: President
(Principal Executive Officer)
  
     
     
  /s/ Scott W. Bodenweber   
 
BY: Scott W. Bodenweber
ITS: Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
  
     

 
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