U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Mark One [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended June 30, 2008 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ____________ Commission File No. 333-144509 Bosco Holdings, Inc. (Name of small business issuer in its charter) Nevada 98-0534794 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 26 Utkina Street, Suite 10 Irkutsk, Russia 664007 (Address of principal executive offices) 7-3952-681-878 (Issuer's telephone number) Securities registered pursuant to Name of each exchange on Section 12(b) of the Act: which registered: ------------------------- ----------------- None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 (Title of Class) Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [X ] No [ ] Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes[ ] No[ ] Applicable Only to Corporate Registrants Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the most practicable date: Class Outstanding as of August 11, 2008 ----- --------------------------------- Common Stock, $0.001 26,200,000 BOSCO HOLDINGS, INC. Form 10-Q Part 1 FINANCIAL INFORMATION Item 1. Financial Statements 3 Balance Sheets Statements of Operations Statements of Cash Flows Notes to Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3. Quantitative and Qualitative Disclosures About Market Risk 16 Item 4. Controls and Procedures 16 Part II. OTHER INFORMATION Item 1 Legal Proceedings 17 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17 Item 3. Defaults Upon Senior Securities 18 Item 4. Submission of Matters to a Vote of Security Holders 18 Item 5. Other Information 18 Item 6. Exhibits 19 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BOSCO HOLDINGS, INC (A Development Stage Company) Balance Sheets - -------------------------------------------------------------------------------- June 30, March 31, 2008 2008 -------- -------- (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash $ 7,990 $ 9,643 -------- -------- TOTAL ASSETS $ 7,990 $ 9,643 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payables and accrues liabilities $ 3,000 $ 3,000 Loans from related party 10,000 10,000 -------- -------- TOTAL CURRENT LIABILITIES $ 13,000 $ 13,000 ======== ======== STOCKHOLDERS' EQUITY (DEFICIT) Common stock, $0.001par value, 75,000,000 shares authorized; 26,200,000 shares issued and outstanding 26,200 26,200 Additional paid-in-capital (800) (800) Deficit accumulated during the development stage (30,410) (28,757) -------- -------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (5,010) (3,357) -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 7,990 $ 9,643 ======== ======== The accompanying notes are an integral part of these financial statements. 3 BOSCO HOLDINGS, INC (A Development Stage Company) Statements of Operations (Unaudited) - -------------------------------------------------------------------------------- Three Months Three Months From Inception on Ended Ended December 13, 2006 to June 30, June 30, June 30, 2008 2007 2008 ----------- ----------- ----------- EXPENSES General and Administrative Expenses $ 1,653 $ 8,365 $ 30,410 ----------- ----------- ----------- Total Expenses 1,653 8,365 30,410 ----------- ----------- ----------- Net (loss) before Income Taxes (1,653) (8,365) (30,410) Income Tax Expenses -- -- -- ----------- ----------- ----------- Net (loss) $ (1,653) $ (8,365) $ (30,410) =========== =========== =========== (LOSS) PER COMMON SHARE - BASIC AND DILUTED $ (0.00) $ (0.00) =========== =========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 26,200,000 26,200,000 =========== =========== The accompanying notes are an integral part of these financial statements. 4 BOSCO HOLDINGS, INC (A Development Stage Company) Statements of Cash Flows (Unaudited) - -------------------------------------------------------------------------------- Three Months Three Months From Inception on Ended Ended December 13, 2006 to June 30, June 30, June 30, 2008 2007 2008 -------- -------- -------- OPERATING ACTIVITIES Net (loss) $ (1,653) $ (8,365) $(30,410) Accounts payables and accrues liabilities -- -- 3,000 -------- -------- -------- Net cash (used) for operating activities (1,653) (8,365) (27,410) -------- -------- -------- FINANCING ACTIVITIES Loans from related party -- -- 10,000 Sale of common stock -- -- 25,400 -------- -------- -------- Net cash provided by financing activities -- -- 35,400 -------- -------- -------- Net increase (decrease) in cash and equivalents (1,653) (8,365) 7,990 Cash and equivalents at beginning of the period 9,643 25,502 -- -------- -------- -------- Cash and equivalents at end of the period $ 7,990 $ 17,137 $ 7,990 ======== ======== ======== SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for: Interest $ -- $ -- $ -- ======== ======== ======== Taxes $ -- $ -- $ -- ======== ======== ======== NON-CASH ACTIVITIES $ -- $ -- $ -- ======== ======== ======== The accompanying notes are an integral part of these financial statements. 5 BOSCO HOLDINGS, INC (A Development Stage Company) Notes To The Financial Statements June 30, 2008 - -------------------------------------------------------------------------------- 1. NATURE AND CONTINUANCE OF OPERATIONS Bosco Holdings, Inc. ("the Company") was incorporated under the laws of the State of Nevada, U.S. on December 13, 2006. The Company is in the development stage as defined under Statement on Financial Accounting Standards No. 7, Development Stage Enterprises ("SFAS No.7") and its efforts are primarily devoted marketing and distributing laminate flooring to the wholesale and retail markets throughout North America. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception, December 13, 2006 through June 30, 2008 the Company has accumulated losses of $30,410. The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $30,410 as at June 30, 2008 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. CASH AND CASH EQUIVALENTS For purposes of Statement of Cash Flows the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalent. USE OF ESTIMATES AND ASSUMPTIONS 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 period. Actual results could differ from those estimates. FOREIGN CURRENCY TRANSLATION The financial statements are presented in United States dollars. In accordance with Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. 6 BOSCO HOLDINGS, INC (A Development Stage Company) Notes To The Financial Statements June 30, 2008 - -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INCOME TAXES The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At June 30, 2008 a full-deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded. BASIC AND DILUTED LOSS PER SHARE The Company computes loss per share in accordance with SFAS No. 128, "Earnings per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal. CASH AND CASH EQUIVALENTS For purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. LONG-LIVED ASSETS The Company has adopted Statement of Financial Accounting Standards No. 144 ("SFAS 144"). The Statement requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. SFAS No. 144 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. RESEARCH AND DEVELOPMENT The Company accounts for research and development costs in accordance with the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 2 ("SFAS 2"), "Accounting for Research and Development Costs". Under SFAS 2, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred expenditures $0 the period from December 13, 2006 (date of inception) to June 30, 2008. CONCENTRATIONS OF CREDIT RISK Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and related party receivables. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. The Company periodically reviews its trade receivables in determining its allowance for doubtful accounts. The Company does not have accounts receivable and allowance for doubtful accounts at June 30, 2008. 7 BOSCO HOLDINGS, INC (A Development Stage Company) Notes To The Financial Statements June 30, 2008 - -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) REVENUE RECOGNITION The Company will recognize revenue in accordance with Staff Accounting Bulletin No. 104, REVENUE RECOGNITION ("SAB104"), which superseded Staff Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS ("SAB101"). SAB 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. SAB 104 incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"), MULTIPLE-DELIVERABLE REVENUE ARRANGEMENTS. EITF 00-21 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing EITF 00-21 on the Company's consolidated financial position and results of operations was not significant. From the date of inception through June 30, 2008, the Company has not generated any revenue to date. ADVERTISING The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $0 in advertising costs during the period ended June 30, 2008. LIQUIDITY As shown in the accompanying financial statements, the Company has incurred a net loss of $30,410 for the period ended June 30, 2008. As of June 30, 2008, the Company's has excess of current liabilities over its current assets by $5,010, with cash and cash equivalents representing $7,990. STOCK-BASED COMPENSATION In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment", which replaced SFAS No. 123, "Accounting for Stock-Based Compensation" and superseded APB Opinion No. 25, "Accounting for Stock Issued to Employees". In January 2005, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No. 107, "Share-Based Payment", which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period as required by SFAS No. 123R. The pro-forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The transition methods include prospective and retroactive adoption options. Under the retroactive options, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company adopted the modified prospective approach of SFAS No. 123R for the period beginning December 13, 2006. The Company did not record any compensation expense in the year of 2008 because there were no stock options outstanding prior to the adoption or at June 30, 2008. 8 BOSCO HOLDINGS, INC (A Development Stage Company) Notes To The Financial Statements June 30, 2008 - -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) RECENT ACCOUNTING PRONOUNCEMENTS In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140", to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", to permit fair value re-measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets", to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. This standard is not expected to have a significant effect on the Company's future reported financial position or results of operations. In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006. This adoption of this statement is not expected to have a significant effect on the Company's future reported financial position or results of operations. On July 13, 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109" ("FIN No. 48"). FIN No. 48 clarifies what criteria must be met prior to recognition of the financial statement benefit of a position taken in a tax return. FIN No. 48 will require companies to include additional qualitative and quantitative disclosures within their financial statements. The disclosures will include potential tax benefits from positions taken for tax return purposes that have not been recognized for financial reporting purposes and a tabular presentation of significant changes during each period. The disclosures will also include a discussion of the nature of uncertainties, factors which could cause a change, and an estimated range of reasonably possible changes in tax uncertainties. FIN No. 48 will also require a company to recognize a financial statement benefit for a position taken for tax return purposes when it will be more-likely-than-not that the position will be sustained. FIN No. 48 will be effective for fiscal years beginning after December 15, 2006. On September 15, 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157 addresses how companies should measure fair value when they are required to use a fair value measure for recognition and disclosure purposes under generally accepted accounting principles. SFAS No. 157 will require the fair value of an asset or liability to be based on a market based measure which will reflect the credit risk of the company. SFAS No. 157 will also require expanded disclosure requirements which will include the methods and assumptions used to measure fair value and the effect of fair value measures on earnings. SFAS No. 157 will be applied prospectively and will be effective for fiscal years beginning after November 15, 2007 and to interim periods within those fiscal years. 9 BOSCO HOLDINGS, INC (A Development Stage Company) Notes To The Financial Statements June 30, 2008 - -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) In September 2006, the Financial Accounting Standards Board issued FASB Statement No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans" ("SFAS 158"). SFAS 158 requires the Company to record the funded status of its defined benefit pension and other postretirement plans in its financial BOSCO HOLDINGS, INC (A Development Stage Company) Notes To The Financial Statements June 30, 2008 statements. The Company is required to record an asset in its financial statements if a plan is over funded or record a liability in its financial statements if a plan is under funded with a corresponding offset to shareholders' equity. Previously unrecognized assets and liabilities are recorded as a component of shareholders' equity in accumulated other comprehensive income, net of applicable income taxes. SFAS 158 also requires the Company to measure the value of its assets and liabilities as of the end of its fiscal year ending after December 15, 2008. The Company has implemented SFAS 158 using the required prospective method. The recognition provisions of SFAS 158 are effective for the fiscal year ending after December 15, 2006. The Company does not expect its adoption of this new standard to have a material impact on its financial position, results of operations or cash flows. In December 2006, the FASB issued FSP EITF 00-19-2, Accounting for Registration Payment Arrangements ("FSP 00-19-2") which addresses accounting for registration payment arrangements. FSP 00-19-2 specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with FASB Statement No. 5, Accounting for Contingencies. FSP 00-19-2 further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable generally accepted accounting principles without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. For registration payment arrangements and financial instruments subject to those arrangements that were entered into prior to the issuance of EITF 00-19-2, this guidance is effective for financial statements issued for fiscal years beginning after December 15, 2006 and interim periods within those fiscal years. The Company has not yet determined the impact that the adoption of FSP 00-19-2 will have on its financial statements. In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities." SFAS 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value. SFAS 159 applies to reporting periods beginning after November 15, 2007. The adoption of SFAS 159 is not expected to have a material impact on the Company's financial condition or results of operations. 3. COMMON STOCK The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized. As of June 30, 2008 and the company has issued and outstanding 26,200,000 shares of common stock. During the year March 31, 2007, the Company issued 26,200,000 shares of common stock for total cash proceeds of $25,400. At June 30, 2008 there were no outstanding stock options or warrants. On February 21, 2008, the Company's Board of Directors authorized and declared a five-for-one forward stock split of the Company's common stock. The stock split was effected in the form of a stock dividend distribution on March 27, 2008 to the stockholders on record on close of business February 21, 2008. The Stockholders received four additional shares of common stock for each share of common stock held as of the close of business on the record date. All shares and per-share data have been restated to reflect this stock split 10 BOSCO HOLDINGS, INC (A Development Stage Company) Notes To The Financial Statements June 30, 2008 - -------------------------------------------------------------------------------- 4. INCOME TAXES As of June 30, 2008, the Company had net operating loss carry forwards of approximately $30,410 that may be available to reduce future years' taxable income through 2028. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. 5. MARKETING AND SALES DISTRIBUTION AGREEMENT The Company entered into a Marketing and Sales Distribution Agreement with Bossco-Laminate Co., LTD to market and distribute the laminate flooring products in North America. 11 FORWARD LOOKING STATEMENTS Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION GENERAL Bosco Holdings, Inc. was incorporated under the laws of the State of Nevada in December 13, 2006. We are engaged in the business of marketing and distributing laminate flooring in both the mass wholesale and retail markets throughout North America. As of the date of this Annual Report, we have not commenced business operations other than the execution of a marketing and sales distribution agreement with our supplier, Bossco-Laminate Co., Ltd., a private Russian company. Our shares of common stock trade on the Over-the-Counter Bulletin Board under the symbol "BCHO:OB". Please note that throughout this Annual Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Bosco Holdings, Inc." refers to Bosco Holdings, Inc. RECENT DEVELOPMENTS APRIL 2008 FORWARD STOCK SPLIT On February 21, 2008, our Board of Directors pursuant to minutes of written consent in lieu of a special meeting authorized and approved a forward stock split of five for one (5:1) of our total issued and outstanding shares of common stock (the "Forward Stock Split"). Each of our shareholders holding one share of common stock was entitled to receive an additional four shares of our restricted common stock. The additional shares of our common stock to be issued to the shareholders in accordance with the Forward Stock Split were mailed on approximately April 15, 2008 without any action on the part of the shareholders. The Forward Stock Split was effectuated based on market conditions and upon a determination by our Board of Directors that the Forward Stock Split was in our best interests and of the shareholders. In our judgment the Forward Stock Split resulted in an increase in our trading float of shares of common stock available for sale resulting in facilitation of investor liquidity and trading volume potential. The intent of the Forward Stock Split was to increase the marketability of our common stock. The Forward Stock Split was effectuated with a record date of February 21, 2008 upon filing the appropriate documentation with NASDAQ. The Forward Stock Split was implemented taking into account our authorized share capital and number of 12 issued and outstanding shares of common stock as of the Record Date. Total issued and outstanding shares of common stock increased from 5,240,000 shares to 26,200,000 shares. The par value for our shares of common stock remained the same at $0.001. CURRENT BUSINESS OPERATIONS We are engaged in the business of marketing and distributing laminate flooring in both the mass wholesale and retail markets throughout North America. Laminate flooring is a relatively new building material product invented in Sweden in the early 1980's. Management believes that laminate flooring now comprises approximately 10% market share of the flooring product market, which is expanding due to the product's durability and ecological compatibility. On approximately March 9, 2007, we entered into a marketing and sales distribution agreement with Bossco (the "Agreement"), pursuant to which Bossco has agreed to manufacture certain types of laminate flooring products and fulfill our written purchase orders for these products in a timely manner. In accordance with the terms and provisions of the Agreement: (i) Bossco has agreed to manufacture and supply polish and relief surface laminate flooring with the dimensions of 1200 x 300 x 8 millimeters; and (ii) we will pay Bossco $12.00 per square meter of polish surface laminate and $12.5 per each square meter of relief surface laminate. The Agreement provides for the following additional terms and provisions: (i) we and our assignees may use the marketing information that Bossco provides us in all of our marketing and distribution efforts to sell the laminate flooring products and we agree not to make any marketing claim in regard to the products that are not supported by the information supplied by Bossco; (ii) from time to time Bossco can make reasonable adjustment to the price of the laminate flooring products by giving us written notification of such product price amendments; (iii) although Bossco's price list acts as a guide for purchases made by us, both parties may negotiate discounts on any singular product purchase order provided to Bossco, including the purchase of laminate flooring from a manufacturing overrun situation; (iv) we agree to pay the price of product purchases by letter of credit or wire transfer prior to product shipment and are responsible for all related shipping costs, unless other arrangements have been expressly agreed to; (v) the Agreement can be terminated upon 60 days' written notice by either party (notwithstanding this provision, we or our assigns will be permitted to sell, market, and distribute all laminate flooring products that have been ordered from Bossco or are in our assigns' possession at termination; and (vi) there are no set minimum quota requirements for product sales under the Agreement in the first year. Bossco will be obligated to assist in the completion of each sales order on a case-by-base basis, regardless of quantity. Following the first year of the Agreement, both parties will review sales activities during the prior year and review this provision of the Agreement. RESULTS OF OPERATION We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. 13 THREE MONTH PERIOD ENDED JUNE 30, 2008 COMPARED TO THREE-MONTH PERIOD ENDED JUNE 30, 2007 Our net loss for the three-month period ended June 30, 2008 was approximately ($1,653) compared to a net loss of ($8,365) during the three-month period ended June 30, 2007 (a decrease of $6,712). During the three-month periods ended June 30, 2008 and 2007, we did not generate any revenue. During the three-month period ended June 30, 2008, we incurred general and administrative expenses of approximately $1,653 compared to $8,365 incurred during the three-month period ended June 30, 2007 (a decrease of $6,712). The general and administrative expenses incurred during the three-month period ended June 30, 2008 consisted of corporate overhead, financial and administrative contracted services, marketing, and consulting costs. Our net loss during the three-month period ended June 30, 2008 was ($1,653) or ($0.00) per share compared to a net loss of ($8,365) or ($0.00) per share during the three-month period ended June 30, 2007. The weighted average number of shares outstanding was 26,200,000 for the three-month periods ended June 30, 2008 and 2007, respectively. LIQUIDITY AND CAPITAL RESOURCES THREE-MONTH PERIOD ENDED JUNE 30, 2008 As at the three-month period ended March 31, 2008, our current assets were $7,990 and our current liabilities were $13,000, which resulted in a working capital deficiency of ($5,010). As at the three-month period ended June 30, 2008, current assets were comprised of $7,990 in cash. As at the three-month period ended June 30, 2008, current liabilities were comprised of $10,000 in loan from related party and $3,000 in accounts payable and accrued liabilities. As at the three-month period ended June 30, 2008, our total assets were $7,990 comprised entirely of current assets compared to $9,643 at fiscal year ended March 31, 2008. The decrease in total assets during the three-month period ended June 30, 2008 from fiscal year ended March 31, 2008 was due to a decrease in cash. As at the three-month period ended June 30, 2008, our total liabilities were $13,000 comprised entirely of current liabilities compared to $13,000 at fiscal year ended March 31, 2008. Liabilities remained unchanged from fiscal year ended March 31, 2008. Stockholders' deficit increased from ($3,357) for fiscal year ended March 31, 2008 to ($5,010) for the three-month period ended June 30, 2008. CASH FLOWS FROM OPERATING ACTIVITIES We have not generated positive cash flows from operating activities. For the three-month period ended June 30, 2008, net cash flows used in operating activities was ($1,653), consisting of a net loss of ($1,653). For the three-month period ended June 30, 2007, net cash flows used in operating activities was ($8,365), consisting of a net loss of ($8,365). CASH FLOWS FROM FINANCING ACTIVITIES We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the three-month period ended June 30, 2008, net cash flows provided from financing activities was $-0- compared to $-0- for the three-month period ended June 30, 2007. 14 We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business. PLAN OF OPERATION AND FUNDING Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; and (ii) working capital. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. At June 30, 2008, our current assets consisted of $7,990 in cash. With these funds, we will only be able to satisfy our cash requirements for approximately four months, provided we do not organize any major events during that time period. Accordingly and as discussed above, we will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing. MATERIAL COMMITMENTS As of the date of this Quarterly Report, and other than our obligations to be incurred under the Agreement, we do not have any other material commitments. PURCHASE OF SIGNIFICANT EQUIPMENT We do not intend to purchase any significant equipment during the next twelve months. OFF-BALANCE SHEET ARRANGEMENTS As of the date of this Quarterly Report, 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 are material to investors. GOING CONCERN The independent auditors' report accompanying our March 31, 2008 and 2007 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which 15 contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates. EXCHANGE RATE Our reporting currency is United States Dollars ("USD"). The Russian Ruble has been informally pegged to the USD. However, Russia is under international pressure to adopt a more flexible exchange rate system. If the Russian Ruble were no longer pegged to the USD, rate fluctuations may have a material impact on our financial reporting and make realistic revenue projections difficult. As the Russian Ruble may be our functional currency as it relates to the Agreement, the fluctuation of exchange rates of the Russian Ruble may have positive or negative impacts on our results of operations pertaining to acquisition of flooring. However, since all sales revenue and expenses will be denominated in the USD, the net income effect of appreciation and devaluation of the currency against the US Dollar will be limited to our net operating results. INTEREST RATE Interest rates in Russia are high and unstable and inflation is not well controlled. Any loans will relate primarily to business operations and will be short-term. However debt may be likely to rise with in connection with expansion and were interest rates to rise at the same time, this could become a significant impact on our operating and financing activities. We have not entered into derivative contracts either to hedge existing risks or for speculative purposes. ITEM 4. CONTROLS AND PROCEDURES Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is 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 Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. An evaluation was conducted under the supervision and with the participation of our management, including Mr. Dannikov, our Chief Executive Officer and our Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2008. Based on that evaluation, Mr. Dannikov concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in 16 our internal control over financial reporting during the period ended June 30, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer/Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the "Evaluation"), under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls") as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. The evaluation of our disclosure controls and procedures included a review of the disclosure controls' and procedures' objectives, design, implementation and the effect of the controls and procedures on the information generated for use in this report. In the course of our evaluation, we sought to identify data errors, control problems or acts of fraud and to confirm the appropriate corrective actions, if any, including process improvements, were being undertaken. Our Chief Executive Officer/Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and were operating at the reasonable assurance level. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS FORWARD STOCK SPLIT APRIL 2008 FORWARD STOCK SPLIT On February 21, 2008, our Board of Directors pursuant to minutes of written consent in lieu of a special meeting authorized and approved the Forward Stock Split. Each of our shareholders holding one share of common stock was entitled to receive an additional four shares of our restricted common stock. The additional shares of our common stock to be issued to the shareholders in accordance with the Forward Stock Split were mailed on approximately April 15, 2008 without any action on the part of the shareholders. The Forward Stock Split was effectuated based on market conditions and upon a determination by our Board of Directors that the Forward Stock Split was in our best interests and of the shareholders. In our judgment the Forward Stock Split resulted in an increase in our trading float of shares of common stock available for sale resulting in facilitation of investor liquidity and trading volume potential. The intent of the Forward Stock Split was to increase the marketability of our common stock. The Forward Stock Split was effectuated with a record date of February 21, 2008 upon filing the appropriate documentation with NASDAQ. The Forward Stock Split was implemented taking into account our authorized share capital and number of issued and outstanding shares of common stock as of the Record Date. Total 17 issued and outstanding shares of common stock increased from 5,240,000 shares to 26,200,000 shares. The par value for our shares of common stock remained the same at $0.001. ITEM 3. DEFAULTS UPON SENIOR SECURITIES No report required. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No report required. ITEM 5. OTHER INFORMATION DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS/ELECTION OF DIRECTORS/ APPOINTMENT OF CERTAIN OFFICERS/COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS Effective June 30, 2008, our Board of Directors accepted the resignation of Alexander Dannikov as our Secretary. Mr. Dannikov remains as our Presidnet/Chief Executive Officer/Chief Financial Officer and a member of our Board of Directors. On the same date, the Board of Directors accepted the consent of Andrey Kryukov to act as our Secretary. Mr. Kryukov graduated with a Bachelor Degree in Business from Baikal State Economic University in December 1998. Since that time, Mr. Kryukov has been self-employed as sole proprietor and owned several home restoration stores. He also provides consulting service for various companies involved in distribution of home restoration goods. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT We had engaged Moore & Associates, Chartered ("Moore") as our principal independent registered public accounting firm effective July 25, 2008. Concurrent with this appointment, we accepted the resignation of RBSM, LLP ("RBSM"), effective July 25, 2008. The decision to change our principal independent registered public accounting firm has been approved by our Board of Directors. The report of RBSM on our financial statements for fiscal year ended March 31, 2008 and the period December 13, 2006 (date of inception) through March 31, 2008 and fiscal year ended March 31, 2007 and the period December 13, 2006 (date of inception) through March 31, 2007 did not contain an adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to our ability to continue as a going concern. During our two most recent fiscal years and any subsequent interim period through the date of change in accountants, there were no disagreements between us and RBSM, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of RBSM, would have caused RBSM to make reference thereto in its reports on our audited financial statements. During our two most recent fiscal years and any subsequent interim period through the date of change in accountants, there were no reportable events, We provided RBSM with a copy of the Current Report on Form 8-K and requested that RBSM furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not RBSM agrees with the statements made in the Current Report on Form 8-K with respect to RBSM and, if not, stating the aspects with which they do not agree. We received the requested letter from RBSM wherein they have confirmed their agreement to our disclosures in the Current Report with respect to RBSM. A copy of RBSM's letter was filed as an exhibit to the Current Report filed on August 11, 2008. 18 In connection with our appointment of Moore as our principal registered accounting firm at this time, we have not consulted Moore on any matter relating to the application of accounting principles to a specific transaction, either completed or contemplated, or the type of audit opinion that might be rendered on our financial statements. ITEM 6. EXHIBITS Exhibits: 31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). 31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). 32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d- 14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BOSCO HOLDINGS, INC. Dated: August 13, 2008 By: /s/ Alexander Dannikov ----------------------------------- Alexander Dannikov, President and Chief Executive Officer Dated: August 13, 2008 By: /s/ Alexander Dannikov ----------------------------------- Alexander Dannikov, Chief Financial Officer 19