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BLVD HOLDINGS INC - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

May 14, 2014

Forward Looking Statements

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this "Report"). This Report contains certain forward-looking statements and the Company's future operating results could differ materially from those discussed herein. Our disclosure and analysis included in this Report concerning our operations and financial position, including, in particular, the likelihood of our success in expanding our business and raising debt and capital securities include forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expect", "anticipate", "intend", "plan", "believe", "estimate", "may", "project", "will likely result", and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions and are more fully described under "Part I, Item 1A - Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2013 and under "Risk Factors" in our Current Report on Form 8-K as filed with the U.S. Securities and Exchange Commission on April 9, 2014. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. In any event, these and other important factors, including those set forth in Item 1A - "Risk Factors" of our Annual Report for the year ended December 31, 2013 and under "Risk Factors" in our Current Report on Form 8-K as filed with the U.S. Securities and Exchange Commission on April 9, 2014 may cause actual results to differ materially from those indicated by our forward-looking statements. We assume no obligation to update or revise any forward-looking statements we make in this Report, except as required by applicable securities laws.

Except as otherwise stated or required by the context, references in this document to the "Company", we", and "our", refer to BLVD Holdings, Inc.

Plan of Operation



The Company was incorporated in the State of Nevada on June 11, 2012. The Company's original focus was on producing and developing scripts, screenplays and related content for the television and film production industries. During the period covered by this Report, the Company continued its business operations in the independent film/television script development industry. From the inception of the Company through March 31, 2014, the Company has generated total of $42,000 in revenue. The Company's expenses since its inception have been greater than its revenue.

The Company's overall plan of operations going forward is to expand its activities in the entertainment field and to acquire value-enhancing businesses in other areas utilizing a disciplined approach to identify and evaluate attractive acquisition candidates.

In the entertainment field, the Company intends to develop a complete Entertainment and Media division involved in film and television, theatre, music, talent representation and management and casting and production. The Company is currently exploring the potential to produce a television series and an action adventure film. The Company is currently assessing the potential to enter into contracts with musical talent. The Company is also researching potential arrangements to acquire theaters in North America and to arrange talent to perform. The Company is currently working with a technology company to design particularly innovative entertainment experiences for such theaters.

In addition to the entertainment industry, the Company's focus will include pursuing opportunities in the Ontario, Canada based food industry to leverage efficiencies through consolidated warehousing, transportation, and marketing by acquiring and consolidating a number of private companies currently in operation. The Company plans to seek out management and professionals with integration expertise to acquire value-accretive businesses in this industry. The Company is currently in advanced negotiations with a number of well-established companies in manufacturing, food packaging, and distribution that have indicated serious interest in merger or partnership.

Subsequent to the period covered by this Report, the Company has engaged in acquisitions and entered into three new areas of business: (i) oil and gas; (ii) the sale of mold remediation products; and (iii) the sale of packaged food.

On January 30, 2014, John G. Simmonds and M. Ann Courtney entered into an Amended Stock Purchase Agreement, whereby Ms. Courtney agreed to sell her 5,750,000 shares of common stock in the Company, which represented 82.4% of the Company's issued and outstanding shares as of such date, to Mr. Simmonds. Effective as of February 14, 2014, Mr. Simmonds became the Company's Chief Executive Officer and a member of the Board of Directors. Ms. Courtney resigned as the Company's Chief Executive Officer and as a member of the Board on February 14, 2014.

Results of Operations for the Three Months Ended March 31, 2014

We had $0 revenues in the three months ended March 31, 2014. This represented a decline from the three months ended March 31, 2013, during which time our revenues were $5,500. From the Company's inception on June 11, 2012, through March 31, 2014, the Company's revenues have been $42,000.

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Our operating expenses for the three months ended March 31, 2014 were $18,927, consisting of general and administrative expenses of $17,342 and professional fees of $1,585. Our operating expenses for the three months ended March 31, 2013 were $29,596, consisting of general and administrative expenses of $17,862 and professional fees of $11,734. Our operating expenses for the period from the Company's inception on June 11, 2012 through March 31, 2014 were $201,259, consisting of general and administrative expenses of $148,636 and professional fees of $52,623.

Our loss from operations and our net loss were both $18,927 during the three month period ended March 31, 2014. This is a slight decline from the period ended March 31, 2013, in which our loss from operation and our net loss were both $24,096. The decline is attributable to a decline in professional fees between the two periods. Our loss from operations for the period from inception on June 11, 2012 through March 31, 2014 was $159,259. Our net loss since inception was $158,220, as the Company had $1,039 in other income during such period.

Liquidity and Capital Resources

As of March 31, 2014, we had cash of $84 and total current assets of $84. Such amounts were unchanged from December 31, 2013. The Company's total assets as of March 31, 2014 were $17,579, which consisted of property and equipment of $7,995 and other assets of $9,500. This was a decline from December 31, 2013, at which time the Company's total assets were $18,671, which consisted of property and equipment of $9,087 and other assets of $9,500.

The Company's total current liabilities as of March 31, 2014 were $1,585, which was an increase from the Company's total current liabilities on December 31, 2013 of $0.

The Company does not have sufficient capital to meet its current cash needs, which include the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended. The Company will need to seek additional financing in the immediate future. Financing options may be available to the Company either via borrowing, a private placement or through the public sale of stock. There is no assurance, however, that the Company will be able to raise adequate funds. The Company anticipates that its need for additional financing will persist over at least the next twelve months.

In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and the development of a consistent source of revenues. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its strategic business plan, become profitable and to be able to sustain such profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Seasonality



Our operating results through the end of the period covered by this Report have not been affected by seasonality.

Inflation



Our business and operating results through the end of the period covered by this Report have not been affected in any material way by inflation.

Critical Accounting Policies

During the period covered by this Report, the Company began evaluating new opportunities in new areas of business. As a result, the Company anticipates that its accounting policies in the future may be changed to reflect such new opportunities. The following discussion of critical accounting policies reflects those policies the Company has followed regarding its operations prior to the recent changes in the Company's business model.

Long-lived Assets



The Company follows the provisions of ASC 360 for its long-lived assets. The Company's long-lived assets, which include rights/ownership of undeveloped film scripts, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

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The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

Revenue Recognition



Revenues for the sale of television and movie scripts are recognized when the following conditions are met:

1. Persuasive evidence of a sale or license agreement exists with a customer; 2. The script is complete and has been delivered or is immediately available to be delivered in accordance with the terms of the agreement; 3. The license period for the arrangement has started and the customer can begin exploitation, exhibition or sale; 4. The arrangement fee is fixed or determinable; and 5. Collection of the arrangement fee is reasonably assured.



If any of the above conditions are not met, the Company will defer revenue until all conditions are met.

Subsequent Events



Acquisition of Goudas Foods Products & Investments Limited

On April 3, 2014, the Company acquired Goudas Foods Products & Investments Limited ("Goudas Foods"), a corporation incorporated under the laws of the Province of Ontario. In connection with this acquisition, the Company has issued to the former shareholders of Goudas Foods (i) 400,000 common shares of the Company on March 20, 2014 as consideration on such date for the continuation of the grant of exclusivity to the Company in respect of the prospective closing of the acquisition; and (ii) 167,200 convertible preferred shares of the Company.

On March 25, 2014, the Company filed a Certificate of Designation with the Secretary of State of Nevada authorizing and creating the Series A Preferred Stock (the "Certificate of Designation"). The Certificate of Designation authorizes 167,200 shares of Series A Preferred Stock which has a stated value of $10.00 per share and is convertible into Company Common Stock at a conversion value of $10.00 per share. The Series A Preferred Stock has a 6% dividend paid annually in arrears on a non-cumulative basis.

Holders of the Series A Preferred Stock may convert to Common Stock at any time after the first anniversary of the date of issuance. The Series A Preferred Stock is subject to redemption by the Company on the fifth anniversary of the date of issuance. The holders of the Series A Preferred Stock are entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Corporation and shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which such shares of Series A Preferred Stock are convertible.

The Company also agreed to deposit $2,500,000 into Goudas Foods, which would be used, in part to pay back certain shareholder loans. The Company also agreed to enter into employment agreements with certain employees of Goudas Foods. As a result of this acquisition, Goudas Foods has become a wholly-owned subsidiary of the Company.

Goudas Foods imports and produces food products for sale in Canadian supermarkets and retailers and is one of central Canada's leading retail brands of ethnic and international foods. Goudas Foods specializes in Products that appeal to a diverse and growing ethnic population in Ontario and western Quebec. Goudas Foods' Products have been developed over the years to appeal to the needs and wants of Canadians originating from China, South East Asia, India, Africa, the Middle East, the Mediterranean and the Caribbean.

Acquisition of Vertility Oil & Gas

On April 14, 2014, the Company acquired Vertility Oil & Gas Corporation ("Vertility Oil & Gas"), a corporation incorporated under the laws of the Province of Ontario. The Company purchased one hundred percent (100%) of the outstanding shares of the common stock of Vertility Oil & Gas in consideration for the Company issuing a total of seven million two hundred thousand (7,200,000) shares of the Company's common stock to the beneficial shareholders of Vertility Oil & Gas. The Company has agreed to enter into employment agreements with Rabea Allos and Michael Grieco which shall contain customary terms including car allowances, standard benefits and non-competition and non-solicitation provisions. Rabea Allos shall continue to serve as the President of Vertility Oil & Gas and Michael Grieco shall continue to serve as the Vice President of Vertility Oil & Gas.

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Worldwide Rx100 License Agreement

On April 16, 2014, the Company entered into a master license agreement (the "License Agreement") with Rx100 Inc. ("Rx100"), a corporation incorporated under the laws of the Province of Ontario, and Donald Meade, President of Rx100. The License Agreement provides that the Company will acquire an exclusive perpetual worldwide license to produce, market and sell the mold remediation products and patented formulas owned by Rx100 in consideration for the Company issuing one million one hundred thousand (1,100,000) shares of the Company's common stock to Donald Meade. Such shares shall be held in escrow for six (6) months as security for the covenants made by Rx 100 Inc. and Donald Meade pursuant to the License Agreement.

The License Agreement further provides that the Company shall enter into an employment agreement with Donald Meade which shall contain customary terms, including car allowances, standard benefits and non-competition and non-solicitation provisions. Mr. Meade's starting salary thereunder shall be CAD $120,000. In addition, the License Agreement provides that Mr. Meade will be entitled to a perpetual seven percent (7%) gross royalty on all Rx100 product sales going forward.

Expansion of the Company's Board

Effective as of April 9, 2014, Carrie J. Weiler, Ian Bradley, Ken Adelberg, Chandra Panchal and Ted Daniel joined Mr. Simmonds as members of the Company's Board of Directors. Ms. Weiler shall also serve as Corporate Secretary. Tyrone Ganpaul was appointed as Chief Financial Officer as of such date.


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Source: Edgar Glimpses


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