UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 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: September 30, 2009




 ̈
            Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934


For the
transition period from ________ to _________




Commission
File Number: 000-51388





CONO
ITALIANO, INC.


(Exact
Name of Registrant as Specified in its Charter)





Nevada
              84-1665042(State
      or Other Jurisdiction of
              (IRS
      Employer IdentificationIncorporation
      or Organization)
              Number)





10
Main Street


Keyport,
NJ  07735


(Address
of Principal Executive Offices)





877-330-2666


(Registrant
Telephone Number, Including Area Code)





January 31st


(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 x No  ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).


Yes  ̈ No  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):




Large
      Accelerated Filer
             ̈
            Accelerated
      Filer
             ̈Accelerated
      Filer
             ̈
            Smaller
      Reporting Company
            x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: The Issuer had 61,528,988 shares of
Common Stock, par value $.001, outstanding as of November
20, 2009.










TABLE
OF CONTENTS




PART
      I: FINANCIAL INFORMATION
                4Item
      1: Financial StatementsItem
      2: Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                23Item
      3: Quantitative and Qualitative Disclosures About Market
    Risk
                26Item
      4: Control and Procedures
                27PART
      II: OTHER INFORMATION
                28Item
      1: Legal Proceedings
                28Item
      1A: Risk Factors
                28Item
      2: Unregistered Sales of Equity Securities and Use of
    Proceeds
                34Item
      3: Defaults Upon Senior Securities
                34Item
      4: Submission of Matters to a Vote of Security Holders
                34Item
      5: Other Information
                34Item
      6: Exhibits
                35SIGNATURES
                36




2




SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS




This
Report on Form 10-Q (this “Report”) includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements include statements concerning our plans,
objectives, goals, strategies, future events, future revenues or performance,
capital expenditures, financing needs and other information that is not
historical information and, in particular, appear in the section entitled
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and elsewhere in this Report. When used in this Report, the words
“estimates,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should” and variations of these words or
similar expressions (or the negative versions of any these words) are intended
to identify forward-looking statements. However, as we issue “penny stock,” as
such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are
ineligible to rely on these safe harbor provisions. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of our Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. All forward-looking
statements, including, without limitation, management’s examination of
historical operating trends, are based upon our current expectations and various
assumptions. Our expectations, beliefs and projections are expressed in good
faith and we believe there is a reasonable basis for them.





There are
a number of risks and uncertainties that could cause our actual results to
differ materially from the results referred to in the forward-looking statements
contained in this Report. Important factors outside the scope of our control
could cause our actual results to differ materially from the results referred to
in the forward-looking statements we make in this Report. Without limiting the
foregoing, if we are unable to acquire approvals or consents from third parties
or governmental authorities with respect to our new business model, our plans to
commence our new business may become irrevocably impaired.





All
forward-looking statements included herein are expressly qualified in their
entirety by the cautionary statements contained or referred to in this Report.
Except to the extent required by applicable laws and regulations, the Company
undertakes no obligation to update these forward-looking statements to reflect
events or circumstances after the date of this Report or to reflect the
occurrence of unanticipated events.





Unless
otherwise provided in this Report, references to the “Company,” the
“Registrant,” the “Issuer,” “we,” “us,” and “our” refer to Cono Italiano, Inc.


3




CONO
ITALIANO, INC.
 (FORMERLY
KNOWN AS JANEX INTERNATIONAL, INC.)
 (A
DELAWARE CORPORATION)
 Keyport,
New Jersey
 
 FINANCIAL
      REPORTSATSEPTEMBER
      30,
2009
  
 
 CONO
ITALIANO, INC.
 (FORMERLY
KNOWN AS JANEX INTERNATIONAL, INC.)
 (A
DELAWARE CORPORATION)
 Keyport,
New Jersey
  TABLE
OF CONTENTS
 
 Balance
      Sheets at September 30, 2009 (Unaudited) and December 31,
    2008
                      5Statements
      of Changes in Stockholders’ Equity (Deficit) for theNine
      Months Ended September 30, 2009 and 2008 (Unaudited)
                      6Statements
      of Operations for the Three and Nine Months EndedSeptember
      30, 2009 and 2008 (Unaudited)
                      7Statements
      of Cash Flows for the Three and Nine Months EndedSeptember
      30, 2009 and 2008 (Unaudited)
                      8Notes
      to Financial Statements
                      9 –
      22
  4




PART
I: FINANCIAL INFORMATION




CONO
ITALIANO, INC.
 (FORMERLY
KNOWN AS JANEX INTERNATIONAL INC.)
 (A
DELAWARE CORPORATION)
 Keyport,
New Jersey
 
 BALANCE
SHEETS
 
 (Unaudited)September 30,
                                    
                                    
                                    December 31,2009
                                    
                                    
                                    2008ASSETSCash
      and Cash Equivalents
                                    
                                    $
                                    52,752
                                    
                                    
                                    $
                                    724Due
      from Related Parties
                                    
                                    
                                    149,748
                                    
                                    
                                    
                                    55,500Prepaid
      Expenses
                                    
                                    
                                    4,615
                                    
                                    
                                    
                                    4,615Total
      Current Assets
                                    
                                    
                                    207,115
                                    
                                    
                                    
                                    60,839Property
      and Equipment - Net of Accumulated Depreciation
                                    
                                    
                                    26,561
                                    
                                    
                                    
                                    36,156Other
      AssetsLicensing
      Rights - Net of Accumulated Amortization
                                    
                                    
                                    138,628
                                    
                                    
                                    
                                    143,502Total
      Assets
                                    
                                    $
                                    372,304
                                    
                                    
                                    $
                                    240,497LIABILITIES
      AND STOCKHOLDERS' DEFICITLiabilitiesAccrued
      Expenses
                                    
                                    $
                                    2,500
                                    
                                    
                                    $
                                    —Accrued
      Interest
                                    
                                    
                                    29,123
                                    
                                    
                                    
                                    17,885Deferred
      Revenue
                                    
                                    
                                    87,998
                                    
                                    
                                    
                                    45,125Notes
      Payable
                                    
                                    
                                    200,000
                                    
                                    
                                    
                                    200,000Due
      to Officer
                                    
                                    
                                    660,150
                                    
                                    
                                    
                                    568,828Total
      Liabilities
                                    
                                    
                                    979,771
                                    
                                    
                                    
                                    831,838Stockholders'
      DeficitCommon
      Stock - $.0001 Par; 150,000,000 and 500,000,000 Shares
      Authorized,53,950,000
      and 53,250,000 Shares Issued, 53,600,000 and 53,250,000Outstanding,
      respectively
                                    
                                    
                                    5,395
                                    
                                    
                                    
                                    5,325Additional
      Paid-In-Capital
                                    
                                    
                                    481,618
                                    
                                    
                                    
                                    383,419Deficit
                                    
                                    
                                    (1,094,480
                                    )
                                    
                                    
                                    (980,085
                                    )Less:  Treasury
      Stock - 350,000 Shares at Cost
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —Total
      Stockholders' Deficit
                                    
                                    
                                    (607,467
                                    )
                                    
                                    
                                    (591,341
                                    )Total
      Liabilities and Stockholders' Deficit
                                    
                                    $
                                    372,304
                                    
                                    
                                    $
                                    240,497
 
 The
accompanying notes are an integral part of these financial
statements.
  5
 
 CONO ITALIANO, INC.
 (FORMERLY
KNOWN AS JANEX INTERNATIONAL INC.)
 (A
DELAWARE CORPORATION)
 Keyport,
New Jersey
 
 STATEMENTS
OF CHANGES IN EQUITY (DEFICIT) - (UNAUDITED)
 
 Common
      Stock
                            
                            
                            Additional
                            
                            
                            
                            
                            
                            
                            
                            
                            Total$
      .0001 Par
                            
                            
                            Paid-In
                            
                            
                            
                            
                            
                            Treasury
                            
                            
                            Stockholder'sShares
                            
                            
                            Amount
                            
                            
                            Capital
                            
                            
                            Deficit
                            
                            
                            Stock
                            
                            
                            Equity (Deficit)Balance
      - January 1, 2008
                            
                            
                            6,000,000
                            
                            
                            $
                            600
                            
                            
                            $
                            164,400
                            
                            
                            $
                            (50,290
                            )
                            
                            $
                            —
                            
                            
                            $
                            114,710Additional
      Paid-In-Capital - Deemed Distribution
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            (312,000
                            )
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            (312,000
                            )Common
      Stock Issued to Prior Owners
                            
                            
                            3,000,000
                            
                            
                            
                            300
                            
                            
                            
                            56,700
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            57,000Common
      Stock Issued in Exchange for Services
                            
                            
                            42,000,000
                            
                            
                            
                            4,200
                            
                            
                            
                            425,377
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            429,577Common
      Stock Issued per License Agreement
                            
                            
                            250,000
                            
                            
                            
                            25
                            
                            
                            
                            2,475
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            2,500Net
      Loss for the Period Ended
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            (855,836
                            )
                            
                            
                            —
                            
                            
                            
                            (855,836
                            )Balance
      - September 30, 2008
                            
                            
                            51,250,000
                            
                            
                            
                            5,125
                            
                            
                            
                            336,952
                            
                            
                            
                            (906,126
                            )
                            
                            
                            —
                            
                            
                            
                            (564,049
                            )Common
      Stock Issued in Exchange for Services
                            
                            
                            2,000,000
                            
                            
                            
                            200
                            
                            
                            
                            46,467
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            46,667Net
      Loss for the Period Ended
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            (73,959
                            )
                            
                            
                            —
                            
                            
                            
                            (73,959
                            )Balance
      - December 31, 2008
                            
                            
                            53,250,000
                            
                            
                            
                            5,325
                            
                            
                            
                            383,419
                            
                            
                            
                            (980,085
                            )
                            
                            
                            —
                            
                            
                            
                            (591,341
                            )Common
      Stock Issued in Exchange for Services
                            
                            
                            100,000
                            
                            
                            
                            10
                            
                            
                            
                            3,259
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            3,269Common
      Stock Issued for Cash
                            
                            
                            100,000
                            
                            
                            
                            10
                            
                            
                            
                            24,990
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            25,000Common
      Stock Issued for Related Party Expense
                            
                            
                            500,000
                            
                            
                            
                            50
                            
                            
                            
                            69,950
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            70,000Cancellation
      of 350,000 Common Stock
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —Net
      Loss for the Period
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            (114,395
                            )
                            
                            
                            —
                            
                            
                            
                            (114,395
                            )Balance
      - September 30, 2009
                            
                            
                            53,950,000
                            
                            
                            $
                            5,395
                            
                            
                            $
                            481,618
                            
                            
                            $
                            (1,094,480
                            )
                            
                            $
                            —
                            
                            
                            $
                            (607,467
                            )
 
 The
accompanying notes are an integral part of these financial
statements.
  6
 
 CONO ITALIANO, INC.
 (FORMERLY
KNOWN AS JANEX INTERNATIONAL INC.)
 (A
DELAWARE CORPORATION)
 Keyport,
New Jersey
 
 STATEMENTS
OF OPERATIONS - UNAUDITED
 
 For the Three Months Ended
                                
                                
                                For the Nine Months EndedSeptember 30,
                                
                                
                                September 30,
                                
                                
                                September 30,
                                
                                
                                September 30,2009
                                
                                
                                2008
                                
                                
                                2009
                                
                                
                                2008Sales
                                
                                $
                                3,473
                                
                                
                                $
                                3,810
                                
                                
                                $
                                8,527
                                
                                
                                $
                                3,810Cost
      of Sales
                                
                                
                                1,659
                                
                                
                                
                                2,789
                                
                                
                                
                                3,183
                                
                                
                                $
                                3,440Gross
      Profit
                                
                                
                                1,814
                                
                                
                                
                                1,021
                                
                                
                                
                                5,344
                                
                                
                                
                                370ExpensesSelling
      and Direct
                                
                                
                                4,163
                                
                                
                                
                                2,000
                                
                                
                                
                                6,019
                                
                                
                                
                                123,449Compensation
      Expense
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                233,333General
      and Administrative
                                
                                
                                41,631
                                
                                
                                
                                38,299
                                
                                
                                
                                102,482
                                
                                
                                
                                499,424Interest
      Expense
                                
                                
                                4,581
                                
                                
                                
                                —
                                
                                
                                
                                11,238
                                
                                
                                
                                —Total
      Expenses
                                
                                
                                50,375
                                
                                
                                
                                40,299
                                
                                
                                
                                119,739
                                
                                
                                
                                856,206Net
      Loss for the Period
                                
                                $
                                (48,561
                                )
                                
                                $
                                (39,278
                                )
                                
                                $
                                (114,395
                                )
                                
                                $
                                (855,836
                                )Loss
      per Share - Basic and Diluted
                                
                                $
                                (0.00
                                )
                                
                                $
                                (0.00
                                )
                                
                                $
                                (0.00
                                )
                                
                                $
                                (0.02
                                )Weighted
      Average Common Shares Outstanding
                                
                                
                                53,759,783
                                
                                
                                
                                51,158,152
                                
                                
                                
                                53,838,828
                                
                                
                                
                                35,922,993
 
 The
accompanying notes are an integral part of these financial
statements.
  7
 
 CONO ITALIANO, INC.
 (FORMERLY
KNOWN AS JANEX INTERNATIONAL INC.)
 (A
DELAWARE CORPORATION)
 Keyport,
New Jersey
 
 STATEMENTS
OF CASH FLOWS - UNAUDITED
 
 For
      the Nine Months Ended September 30,
                                            
                                            2009
                                            
                                            
                                            2008Cash
      Flows from Operating ActivitiesNet
      Loss for the Period
                                            
                                            $
                                            (114,395
                                            )
                                            
                                            $
                                            (855,836
                                            )Adjustments
      to Reconcile Net Loss for the Period toNet
      Cash Flows from Operating Activities:Amortization
                                            
                                            
                                            4,874
                                            
                                            
                                            
                                            —Depreciation
                                            
                                            
                                            10,940
                                            
                                            
                                            
                                            10,435Interest
      on Officer Loan
                                            
                                            
                                            11,238
                                            
                                            
                                            
                                            —Common
      Stock Issued in Exchange for Services
                                            
                                            
                                            3,269
                                            
                                            
                                            
                                            429,577Common
      Stock Issued per License Agreement
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —Expense
      to Prior Owners
                                            
                                            
                                            —
                                            
                                            
                                            
                                            257,000Changes
      in Assets and Liabilities:Prepaid
      Expenses
                                            
                                            
                                            —
                                            
                                            
                                            
                                            (4,615
                                            )Accrued
      Expenses
                                            
                                            
                                            2,500
                                            
                                            
                                            
                                            —Deferred
      Revenue
                                            
                                            
                                            42,873
                                            
                                            
                                            
                                            50,000Net
      Cash Flows from Operating Activities
                                            
                                            
                                            (38,701
                                            )
                                            
                                            
                                            (113,439
                                            )Net
      Cash Flows from Investing ActivitiesPurchase
      of Property and Equipment
                                            
                                            
                                            (1,345
                                            )
                                            
                                            
                                            (13,600
                                            )Cash
      Flows from Financing ActivitiesCash
      Proceeds from Sale of Stock
                                            
                                            
                                            25,000
                                            
                                            
                                            
                                            —Cash
      Advance to Related Party
                                            
                                            
                                            (24,248
                                            )
                                            
                                            
                                            (55,500
                                            )Due
      to Officer
                                            
                                            
                                            91,322
                                            
                                            
                                            
                                            91,251Net
      Cash Flows from Financing Activities
                                            
                                            
                                            92,074
                                            
                                            
                                            
                                            35,751Net
      Change in Cash and Cash Equivalents
                                            
                                            
                                            52,028
                                            
                                            
                                            
                                            (91,288
                                            )Cash
      and Cash Equivalents - Beginning of Year
                                            
                                            
                                            724
                                            
                                            
                                            
                                            100,517Cash
      and Cash Equivalents - End of Period
                                            
                                            $
                                            52,752
                                            
                                            
                                            $
                                            9,229Supplemental
      Non-Cash Investing and Financing Activities:Deemed
      Distribution
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            312,000Common
      Stock Issued for Related Party Expense
                                            
                                            $
                                            70,000
                                            
                                            
                                            $
                                            —Cash
      Paid During the Period for:Interest
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            —Income
      Taxes
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            —
 
 The
accompanying notes are an integral part of these financial
statements.




8




CONO
ITALIANO, INC.
 (FORMERLY
KNOWN AS JANEX INTERNATIONAL, INC.)
 (A
DELAWARE CORPORATION)
 Keyport,
New Jersey
  NOTES
TO FINANCIAL STATEMENTS
  Note
      A -
              The
      Company
 Merger
      and Recapitalization
 Cono Italiano, Inc.,
      (Cono, Inc. or the “Company”) was formed as Janex International
      Inc. on July6,2007 in
      the State of Delaware.   On January 8, 2008 Janex
      International Inc. changed its name to Cono Italiano,
  Inc.
 
 Cono
      Italiano, LLC (Cono, LLC) was formed on June 27, 2007 as a limited
      liability company in the State of New Jersey.  Cono, LLC had no
      operations and its primary assets were the license rights to manufacture,
      market, and distribute “pizza cono”, a unique pizza style food
      product.
 
 In
      March 2007, the license rights held by the individual founders of Cono,
      LLC was sold to The Total Luxury Group (TLG), an unrelated
      entity.  Subsequently, on January 8, 2008 the license rights
      were transferred to Mitchell Brown for the total consideration of
      $312,000.  The transfer of Cono, LLC (which includes the license
      rights) was effected in settlement of an obligation due to Mitchell Brown
      by TLG.
 
 On
      January 14, 2008, Cono, LLC was sold to Cono, Inc. for the total
      consideration of $426,000.  In exchange for the 100% interest in
      Cono, LLC, the sole member of the LLC received 6,000,000 shares of Cono,
      Inc. valued at $114,000 and was issued a promissory note for
      $312,000.  Mitchell Brown is also a principal stockholder in
      Cono, Inc.
 
 The
      transaction was accounted for as a recapitalization of Cono, Inc. and
      Cono, LLC both companies under common control.  As such, the
      assets and liabilities of Cono, LLC were carried over to Cono, Inc. at the
      historical carrying values.
 
 At
      the time of the sale of Cono, LLC to Cono, Inc., Cono had a tangible net
      book value of $114,700.  Since the assets and liabilities of
      Cono, LLC were recorded at their historical carrying amounts after the
      merger and recapitalization, the excess of the consideration paid of
      $426,000 over the carrying value of $114,700 had been recorded as a
      distribution to the stockholder.
 
 The
      condensed financial statements of Cono Italiano, Inc., included herein
      have been prepared by the Company, without audit, pursuant to the rules
      and regulations of the Securities and Exchange Commission (the
      “SEC”).  Certain information and footnote disclosures normally
      included in financial statements prepared in conjunction with generally
      accepted accounting principles have been condensed or omitted pursuant to
      such rules and regulations, although the Company believes that the
      disclosures are adequate to make the information presented not misleading.
      These condensed financial statements should be read in conjunction with
      the annual audited financial statements and the notes thereto included in
      the Company’s Form 8K, and other reports filed with the
    SEC.
 
 The
      accompanying unaudited interim financial statements reflect all
      adjustments of a normal and recurring nature which are, in the opinion of
      management, necessary to present fairly the financial position, results of
      operations and cash flows of the Company for the interim periods
      presented.  The results of operations for these periods are not
      necessarily comparable to, or indicative of, results of any other interim
      period or for the fiscal year taken as a whole.  Certain
      information that is not required for interim financial reporting purposes
      has been omitted.
  9
  CONO
ITALIANO, INC.
 (FORMERLY
KNOWN AS JANEX INTERNATIONAL, INC.)
 (A
DELAWARE CORPORATION)
 Keyport,
New Jersey
  NOTES
TO FINANCIAL STATEMENTS
  Note
      B -
              Summary
      of Significant Accounting Policies
 Method
      of Accounting
 The
      Company maintains its books and prepares its financial statements on the
      accrual basis of accounting.
 
 Cash
      and Cash Equivalents
 Cash
      and cash equivalents include time deposits, certificates of deposit, and
      all highly liquid debt instruments with original maturities of three
      months or less.  The Company maintains cash and cash equivalents
      at financial institutions, which periodically may exceed federally insured
      amounts.
 
 Property,
      Equipment and Depreciation
 Property
      and equipment are reflected at cost of acquisition and are depreciated on
      various methods utilizing the following estimated
  lives:
  Machinery
      and Equipment
                  5 -
      7 YearsOffice
      Equipment
                  3 -
      7 Years
 
 Maintenance
      and repairs are expensed as incurred.  The cost of property and
      equipment retired or otherwise disposed of and the related accumulated
      depreciation are removed from the accounts and reflected as other income
      or expense.
 
 Long-lived
      Assets
 The
      Company accounts for impaired long-lived assets in accordance with
      Statement of Financial Accounting Standards No. 144 (“SFAS 144”),
      “Accounting for the Impairment or Disposal of Long-Lived
      Assets”.  This standard prescribes the method for asset
      impairment evaluation for long-lived assets and certain identifiable
      intangibles that are either held and used or are to be disposed
      of.  The Company evaluates the ability to recover long-lived
      assets whenever events or circumstances indicate that the carrying value
      of the asset may not be recoverable.  In the event assets are
      impaired, losses are recognized to the extent the carrying value exceeds
      the fair value.  In addition, the Company reports assets to be
      disposed of at the lower of the carrying amount or the fair market value
      less selling costs.
 
 Intangible
      Assets
 Intangible
      assets consist of licensing rights.  The Company applies an
      impairment evaluation whenever events or changes in business circumstances
      indicate that the carrying value of the intangible assets may not be
      recoverable.  Other intangible assets are amortized on a
      straight-line basis over their estimated economic lives.  The
      Company believes that the straight-line method of amortization reflects an
      appropriate allocation of the cost of the intangible assets to earnings in
      proportion to the amount of economic benefits obtained annually by the
      Company.
 
 -
      continued -
  10
  CONO
ITALIANO, INC.
 (FORMERLY
KNOWN AS JANEX INTERNATIONAL, INC.)
 (A
DELAWARE CORPORATION)
 Keyport,
New Jersey
  NOTES
TO FINANCIAL STATEMENTS
  Note
      B -
              Summary
      of Significant Accounting Policies -
continued
 Income
      Taxes
 The
      Company accounts for income taxes in accordance with FASB ASC 740 (prior
      authoritative literature:  FASB Statement No. 109, “The FASB
      Accounting Standards Codification and Hierarchy of Generally Accepted
      Accounting Principles”).  FASB ASC 740 replaces SFAS 109,
      “Accounting for Income Taxes”, using the asset and liability approach,
      which requires recognition of deferred tax liabilities and assets for the
      expected future tax consequences of temporary differences between the
      carrying amounts and the tax basis of such assets and
      liabilities.  This method utilizes enacted statutory tax rates
      in effect for the year in which the temporary differences are expected to
      reverse and gives immediate effect to changes in income tax rates upon
      enactment.  Deferred tax assets are recognized, net of any
      valuation allowance, for temporary differences and net operating loss and
      tax credit carry forwards.  Deferred income tax expense
      represents the change in net deferred assets and liability
      balances.
 
 Earnings
      per Share
 Earnings
      per share of common stock are computed in accordance with FASB ASC 240
      (prior authoritative literature:  FASB Statement No. 128, “The
      FASB Accounting Standards Codification and Hierarchy of Generally Accepted
      Accounting Principles”).  FASB ASC 240 replaces SFAS No, 128,
      “Earnings per Share”.  Basic earnings per share are computed by
      dividing income or loss available to common shareholders by the
      weighted-average number of common shares outstanding for each
      period.  Diluted earnings per share are calculated by adjusting
      the weighted average number of shares outstanding assuming conversion of
      all potentially dilutive stock options, warrants and convertible
      securities, if dilutive. Common stock equivalents that are anti-dilutive
      are excluded from both diluted weighted average number of common shares
      outstanding and diluted earnings per
share.
 
 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.
 
 Fair
      value of financial instruments
 Prepaid
expenses, accrued expenses, notes payable, and amounts due to and from related
parties are carried in the financial statements at amounts which approximate
fair value.
  -
continued -
  11
  CONO
ITALIANO, INC.
 (FORMERLY
KNOWN AS JANEX INTERNATIONAL, INC.)
 (A
DELAWARE CORPORATION)
 Keyport,
New Jersey
  NOTES
TO FINANCIAL STATEMENTS
  Note
      B -
              Summary
      of Significant Accounting Policies -
continued
 
 Stock-Based
      Compensation
 Stock-based
compensation related to non-employees is recognized as compensation expense in
the accompanying statements of operations and is based on the fair value of the
services received or the fair value of the equity instruments issued, whichever
is more readily determinable. The Company’s accounting policy for equity
instruments issued to consultants and vendors in exchange for goods and services
follows the provisions of EITF 96-18, “Accounting for Equity Instruments That
are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services” and EITF 00-18, “Accounting Recognition for Certain
Transactions Involving Equity Instruments granted to Other Than Employees.” The
measurement date for the fair value of the equity instruments issued is
determined at the earlier of (i) the date at which a commitment for performance
by the consultant or vendor is reached or (ii) the date at which the consultant
or vendor’s performance is complete. In the case of equity instruments issued to
consultants, the fair value of the equity instrument is recognized over the term
of the consulting agreement.
 
 Note
      C -
              Recently
      Issued Accounting Standards
 In
      2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (ASC
      Topic 820) which defines fair value, establishes a market-based framework
      or hierarchy for measuring fair value and expands disclosures about fair
      value measurements. This guidance is applicable whenever another
      accounting pronouncement requires or permits assets and liabilities to be
      measured at fair value. It does not expand or require any new fair value
      measures; however the application of this statement may change current
      practice. FASB ASC 820 is effective as of the beginning of the first
      fiscal year that begins after November 15, 2007.  As such, the
      Company is required to adopt these provisions at the beginning of the
      fiscal year ended December, 2008.  The adoption of FASB ASC 820
      did not have a material effect on its financial
  statements.
 
 In
      February 2007, the Financial Accounting Standards Board (“FASB”) issued
      FASB ASC 825-10 (Prior authoritative literature: FASB Statement 159, "The
      Fair Value Option for Financial Assets and Financial Liabilities,
      including an amendment of FASB Statement No. 115”).  FASB ASC
      825-10 permits entities to choose to measure many financial instruments
      and certain other items at fair value at specified election
      dates.  FASB ASC 825-10 is effective as of the beginning of an
      entity’s first fiscal year that begins after November 15,
      2007.  As such, the Company is required to adopt these
      provisions at the beginning of the fiscal year ended December, 2008. The adoption
      of FASB ASC 825-10 did not have a
      material effect on its financial
  statements.
 
 In
December 2007, the Financial Accounting Standards Board (“FASB”) issued FASB ASC
810-10-65 (Prior authoritative literature:  FASB Statement 160,
"Non-controlling Interests in Consolidated Financial Statements, an amendment of
ARB No. 51”).  FASB ASC 810-10-65 establishes accounting and reporting
standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary.  FASB ASC 810-10-65 is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008.  As such, the Company was required to adopt
these provisions at the beginning of the fiscal year ended December 31,
2009.  The adoption of FASB ASC 810-10-65 on its financial
statements did not have a material effect.
 
 -
continued -
  12
  CONO
ITALIANO, INC.
 (FORMERLY
KNOWN AS JANEX INTERNATIONAL, INC.)
 (A
DELAWARE CORPORATION)
 Keyport,
New Jersey
  NOTES
TO FINANCIAL STATEMENTS
  Note
      C -
              Recently
      Issued Accounting Standards -
continued
 
 In
December 2007, the Financial Accounting Standards Board (“FASB”) issued FASB ASC
805 (Prior authoritative literature: FASB Statement 141(R), "Business
Combinations”).  FASB ASC 805 establishes principles and requirements
for how the acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree, recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase, and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination.  FASB
ASC 805 is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008.  As such, the Company
was required to adopt these provisions at the beginning of the fiscal year ended
December 31, 2009.  The adoption of FASB ASC 805 on its financial
statements did not have a material effect.
 
 In March
2008, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 815-10
(Prior authoritative literature: FASB Statement 161, "Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133”).  FASB ASC 815-10 requires enhanced disclosures about an
entity’s derivative and hedging activities.  FASB ASC 815-10 is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008 with early application
encouraged.  As such, the Company was required to adopt these
provisions at the beginning of the fiscal year ended December 31,
2009.  The adoption of FASB ASC 815-10 on its financial statements did
not have a material effect.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 944
(Prior authoritative literature: FASB Statement 163, "Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60). FASB ASC
944 interprets Statement 60 and amends existing accounting pronouncements to
clarify their application to the financial guarantee insurance contracts
included within the scope of that Statement.  FASB ASC 944 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and all interim periods within those fiscal
years.  As such, the Company was required to adopt these provisions at
the beginning of the fiscal year ended December 31, 2009.  The
adoption of FASB ASC 944 on its financial statements did not have a material
effect.
 
 In May
2009, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 855-10
(Prior authoritative literature: FASB Statement 165, "Subsequent
Events”).  FASB ASC 855-10 establishes principles and
requirements for subsequent events.  FASB ASC 855-10 is effective for
interim or annual financial periods ending after June 15, 2009.  As
such, the Company was required to adopt this standard in the period ended June
30, 2009.  Adoption of FASB ASC 855-10 did not have a significant
effect on the Company’s financial statements.
 
 -
continued -
  13
  CONO
ITALIANO, INC.
 (FORMERLY
KNOWN AS JANEX INTERNATIONAL, INC.)
 (A
DELAWARE CORPORATION)
 Keyport,
New Jersey
  NOTES
TO FINANCIAL STATEMENTS
  Note
      C -
              Recently
      Issued Accounting Standards -
continued
 
 In
      June 2009, the Financial Accounting Standards Board (“FASB”) issued FASB
      ASC 810-10-05 (Prior authoritative literature: FASB Statement No. 167
      “Amendments to FASB Interpretation No. 46(R)”). FASB ASC 810-10-05
      improves financial reporting by enterprises involved with variable
      interest entities and to address (1) the effects on certain provisions of
      prior authoritative literature FASB Interpretation No. 46 (revised
      December 2003), “Consolidation of Variable Interest Entities”, as a result
      of the elimination of the qualifying special-purpose entity concept in
      prior authoritative literature SFAS No. 166 and (2) constituent concerns
      about the application of certain key provisions of prior authoritative
      literature Interpretation 46(R), including those in which the accounting
      and disclosures under the Interpretation do not always provide timely and
      useful information about an enterprise’s involvement in a variable
      interest entity. FASB ASC 810-10-05 is effective as of the beginning of
      each reporting entity’s first annual reporting period that begins after
      November 15, 2009, for interim periods within that first annual reporting
      period, and for interim and annual reporting periods thereafter. As such,
      the Company is required to adopt this standard at the beginning of fiscal
      year end December 31, 2010. The Company is evaluating the impact the
      adoption of FASB ASC 810-10-05 will have on its financial
      statements.
 
 In June
2009, the Financial Accounting Standards Board issued FASB ASC 105-10 (prior
authoritative literature: FASB Statement No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles”). FASB ASC 105-10 replaces SFAS 162 and establishes the FASB Accounting Standards
Codification as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements in conformity with GAAP.  FASB ASC
105-10 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009.  As such, the Company is
required to adopt this standard in the current period.  Adoption of
FASB ASC 105-10 did not have a significant effect on the Company’s financial
statements.
 
 Note
      D -
              Property
      and Equipment
 Property
      and equipment consisted of the
following:
 
 September 30,
                        
                        
                        December 31,2009
                        
                        
                        2008Machinery
      and Equipment
                        
                        $
                        49,402
                        
                        
                        $
                        49,402Office
      Equipment
                        
                        
                        3,119
                        
                        
                        
                        1,774$
                        52,521
                        
                        
                        $
                        51,176Less:
      Accumulated Depreciation
                        
                        
                        25,960
                        
                        
                        
                        15,020Net
      Property and Equipment
                        
                        $
                        26,561
                        
                        
                        $
                        36,156
 
 Depreciation
      expense for the nine months ended September 30, 2009 and 2008 was $10,940
      and $10,435, respectively.
  14
  CONO
ITALIANO, INC.
 (FORMERLY
KNOWN AS JANEX INTERNATIONAL, INC.)
 (A
DELAWARE CORPORATION)
 Keyport,
New Jersey
  NOTES
TO FINANCIAL STATEMENTS
  Note
      E -
              Licensing
      Rights
 Licensing
      Rights were bought in February 2006 and have a life of 25 years. However,
      since the Company was in the development stage in 2007 and 2006 the rights
      are being amortized over 23 years and consist of the
      following:
 
 September 30,
                        
                        
                        December 31,2009
                        
                        
                        2008Licensing
      Rights
                        
                        $
                        150,000
                        
                        
                        $
                        150,000Less:
      Accumulated Depreciation
                        
                        
                        11,372
                        
                        
                        
                        6,498Net
      Licensing Rights
                        
                        $
                        138,628
                        
                        
                        $
                        143,502
 
 Amortization
      expense for the nine months ended September 30, 2009 and 2008 was $4,874
      and $-0-, respectively.  Amortization for the five (5) years is
      expected to be $6,498 annually.
 
 Note
      F -
              Transactions
      with Prior Owners
 In
      January, 2008, Cono Inc. issued 3,000,000 shares of common stock to the
      former owners of the license rights of the Pizza Cono
      Products.  The shares were issued by agreement between Cono,
      Inc. and the former owners in satisfaction of any future claims whether
      known or unknown with regards to the license rights.  In
      addition to the shares issued the Company also issued a note payable to
      the former owners in the amount of $200,000. The note contains no
      established repayment terms and interest has not been imputed in the
      accompanying financial statements.
 
 Note
      G -
              Related
      Party Transactions
 On
      July 14, 2008, (the date of Edesia’s inception), the Company entered into
      an operating agreement with Edesia Emprise, LLC to manufacture product for
      the Company. The CEO of the Company owned 50% of Edesia until July 21,
      2008 when he transferred his interest to a relative. At the date of the
      transfer, Edesia had no assets or business
  operations.
 
 Due from
Related Party consists of monies advanced on behalf of Edesia Emprise, LLC and
Cono Italiano Inc. - Nevada.
 
 The
      Company purchased manufacturing equipment on behalf of Edesia to be used
      by an unrelated entity for the production of the pizza cones products. The
      manufactured pizza cone products will be resold by Cono and its licensees.
      Production of the pizza cones under the agreement began in
      March 2009.
 
 -
      continued -
  15
  CONO
ITALIANO, INC.
 (FORMERLY
KNOWN AS JANEX INTERNATIONAL, INC.)
 (A
DELAWARE CORPORATION)
 Keyport,
New Jersey
  NOTES
TO FINANCIAL STATEMENTS
  Note
      G -
              Related
      Party Transactions - continued
 
 Funds
      advances to Cono Italiano Inc. - Nevada were for working capital needs in
      anticipation of the share exchange (Note K)The advances are non-interest
      bearing and is due upon demand.  Due from related parties
      consist of the following:
 
 September 30,
                        
                        
                        December 31,2009
                        
                        
                        2008Edesia
      Emprise, LLC
                        
                        $
                        131,815
                        
                        
                        $
                        55,500Cono
      Italiano Inc. - Nevada
                        
                        
                        17,933
                        
                        
                        
                        ––Due
      from Related Parties
                        
                        $
                        149,748
                        
                        
                        $
                        55,500
 
 Due
      to Officer
 Certain
      disbursements of the Company have been paid by an officer of the
      Company.  The balance at September 30, 2009 and December 31,
      2008 was $660,150 and $568,828, respectively.  There are no
      established repayment terms.  For the nine months ended
      September 30, 2009, the Company has imputed interest at the applicable
      federal rate of 2.87%. Interest expense charged to operations was $11,238
      and $-0-, for the nine months ended September 30, 2009 and 2008,
      respectively.
 
 Note
      H -
              Going
      Concern
 The
      Company’s financial statements have been presented on the basis that it is
      a going concern, which contemplates the realization of assets and the
      satisfaction of liabilities in the normal course of business. The Company
      has reported recurring losses from operations.  As a result,
      there is an accumulated deficit of $1,094,480 at September 30,
      2009.
 
 The
      Company’s continued existence is dependent upon its ability to raise
      capital.  The financial statements do not include any
      adjustments that might be necessary should the Company be unable to
      continue as a going concern.
 
 Note
      I -
              Income
      Tax Compliance
 The
Company is not in compliance with filing its required income tax
returns.  Since the Company has had continuous losses and has
available net operating losses, the Company believes that any tax liability
would not be material. Deferred taxes are provided for the temporary differences
between the financial reporting basis and the tax reporting basis of the
Company’s assets and liabilities.  The temporary differences between
financial reporting and income tax purposes are primarily net operating loss
carry forwards for income tax purposes. A valuation allowance is recorded for
deferred tax assets when management determines it is more likely than not that
such assets will not be realized.
 
 A full
valuation allowance has been established against the deferred tax assets for the
nine months ended September 30, 2009 and 2008 as utilization of the loss carry
forwards and realization of other deferred tax assets cannot be reasonably
assured.
  16
  CONO
ITALIANO, INC.
 (FORMERLY
KNOWN AS JANEX INTERNATIONAL, INC.)
 (A
DELAWARE CORPORATION)
 Keyport,
New Jersey
  NOTES
TO FINANCIAL STATEMENTS
  Note
      J -
              Licensing
      Revenue
 On
      July 9, 2008, (subsequently amended in October 2009) the Company entered
      into a Supplier/Distribution agreement with Pino Gelato, Inc., an
      unrelated entity.  The agreement grants the exclusive
      manufacture and distribution rights to Pino Gelato, Inc. for the
      production of pizza cono food products for certain specified geographical
      territories.  The term of the agreement is for ten (10) years
      with an automatic renewal for another ten (10) years.  In
      addition, Pino Gelato, Inc. has the exclusive rights to enter into
      franchise agreements with third parties to market and sell the pizza cono
      food products.
 
 In
      exchange for the rights granted to Pino Gelato under the agreement, the
      Company is to receive total cash consideration of
      $100,000.  Pursuant to the amended agreement, the consideration
      is to be paid in installments as
follows:
 
 ·
              $75,000
      has been paid to date and prior to the execution of the amended
      contract.
 ·
                $25,000
      to be paid upon the execution of the amended agreement and the
      installation of the equipment together with equipment
      training.
 
 As
      an inducement to buy the distribution and franchise rights by Pino Gelato,
      Inc. the Company agreed to issue 375,000 shares of common stock to Pino
      upon receipt of the first and final installment of the
      agreement.  Common stock amounting to 250,000 shares were issued
      prior to the execution of the amendment in October, 2009 with the
      remaining 125,000 shares to be issued upon receipt of the final $25,000
      cash payment from Pino.  The fair market value of the common
      stock issued in connection with the installment payments made has been
      recorded as an offset to the payments received under the
      agreement.  The payments received have been recorded as deferred
      licensing revenue in the accompanying financial statements.  The
      licensing revenue is being amortized to revenue over the initial license
      term of ten (10) years.
 
 In
      addition to the $100,000 cash consideration, the Company is entitled to
      royalties on the sale of all Pino Gelato’s pizza cono food products in the
      amount of $9,500.  Furthermore, the Company is entitled to ten
      (10) percent of all franchise revenue generated by Pino
      Gelato.
  17
  CONO
ITALIANO, INC.
 (FORMERLY
KNOWN AS JANEX INTERNATIONAL, INC.)
 (A
DELAWARE CORPORATION)
 Keyport,
New Jersey
  NOTES
TO FINANCIAL STATEMENTS
  Note
      K -
              Subsequent
      Events
 In
      October, 2009, the Company through its related party entity, Edesia
      Emprise, LLC, terminated an agreement (which began in March, 2009) with an
      unrelated party for the manufacture of pizza cone products. The
      termination was reached in mutual agreement with the counter party and
      mutual releases were granted in connection with the
      termination.
 
 On
      November 6, 2009, Cono Italiano (Delaware) entered into a Commitment
      Letter, pursuant to which, one of our shareholders, Lara Mac has agreed to
      provide financing to Cono Italiano, Inc., with such funds as the Company’s
      Board of Directors shall deem to be sufficient to maintain the Company’s
      ordinary course of business operations (the “Commitment
      Amount”).  We may draw on the Commitment Amount in monthly
      tranches in accordance with our operating requirements as set forth in our
      business plan. The available Commitment Amount will be reduced by the
      aggregate cash proceeds received by the Company which are derived from the
      issuance of any equity securities and Company gross revenues. Draws on the
      Commitment Amount will be made on terms of unsecured notes, with interest
      set on each note as of the date of the draw at prime rate plus two percent
      per annum. The notes will mature and become repayable thirty calendar days
      after demand at any time following the earlier of (a) December 31, 2010 or
      (b) the date upon which we are in receipt of revenues or proceeds from the
      sales of equity securities. We will give Lara Mac customary
      representations and warranties regarding the good standing of our Company
      and status of progress in respect of our Company business plan prior to
      each draw on the Commitment Amount, and we will provide certifications and
      covenants regarding use of proceeds of each draw, which will be in
      customary forms reasonably requested by Lara Mac as determined by
      reference to similar lenders making similar loans to similar companies.
      Lara Mac will not be required to make any loans under the Commitment
      Amount to us if we are unable to make the representations, warranties,
      certifications or covenants, or if we are in breach of any previously
      given representations, warranties, certifications or covenants. If we
      breach any of the notes, the default rate will be 15% per annum and Lara
      Mac may seek recourse against our company for repayment of all of the
      notes.
 
 On
      November 11, 2009, Cono Italiano (Delaware) and Edesia Emprise, LLC
      entered into a Master Manufacturing Agreement.  Pursuant to this
      Master Manufacturing Agreement, Edesia Emprise, LLC will produce the
      Company’s Pizza Cono product.  Cono Italiano (Delaware) has
      agreed to pay Edesia Emprise, LLC the costs of production plus fifteen
      percent (15%).  This Master Manufacturing Agreement has a five
      (5) year term and will automatically renew unless cancelled by one of the
      parties pursuant to its terms.  This Master Manufacturing
      Agreement is exclusive within the United States.  Edesia
      Emprise, LLC may either produce this product directly or through a
      subcontractor.
 
 The
      Company entered into a share exchange agreement whereby Cono would
      exchange all of its common stock for the stock of Cono Italiano, Inc. (a
      Nevada corporation) formerly known as Tiger Renewable Energy Inc. (and
      referred to herein as “Cono Italiano (Nevada)”) on a share for share
      basis. The agreement will become effective when all of the contractual
      provisions have been satisfied.
 
 -
      continued -
  18
  CONO
ITALIANO, INC.
 (FORMERLY
KNOWN AS JANEX INTERNATIONAL, INC.)
 (A
DELAWARE CORPORATION)
 Keyport,
New Jersey
  NOTES
TO FINANCIAL STATEMENTS
  Note
      K -
              Subsequent
      Events - continued
 
 Prior
      to entering into the share exchange agreement, the principal stockholder
      of Cono became a stockholder of Cono Italiano (Nevada), either through
      direct ownership or through an entity in which he controls, effectively
      gaining control of Cono Italiano
(Nevada).
 
 Additionally,
      Cono Italiano (Nevada) entered into a management services contract with
      the entity controlled by the principal stockholder of Cono. Pursuant to
      the management services agreement, the entity will provide consulting and
      other strategic advisory services to Cono Italiano (Nevada). In exchanges
      for the services, the entity will receive shares of Cono Italiano (Nevada)
      as compensation for those services
 
 On
      August 10, 2009, Cono Italiano (Nevada) changed its name from Tiger
      Renewable Energy Inc. to Cono Italiano, Inc. - a Nevada
      corporation.
 
 The
      exchange of shares between Cono Italiano, Inc. - Delaware and Cono
      Italiano, Inc. - Nevada will be accounted for as a recapitalization of the
      Companies, as the majority stockholder of Cono Italiano, Inc. will be the
      majority stockholder of the surviving company.  Pursuant to the
      accounting for a recapitalization, the historical carrying value of the
      assets and liabilities of Cono Italiano, Inc. will carry over to the
      surviving company.
 
 The
accompanying unaudited pro forma financial information of Cono Italiano, Inc. -
Delaware for the nine months ended September 30, 2009 and Cono Italiano, Inc. -
Nevada six months ended July 31, 2009 present the historical financial
information of the accounting acquirer. The pro forma financial information is
presented for information purposes only. Such information is based upon the
standalone historical results of each company and does not reflect the actual
results that would have been reported had the acquisition been completed when
assumed, nor is it indicative of the future results of operations for the
combined enterprise.
  19
  PRO FORMA BALANCE SHEETS
 
  Cono Italiano, Inc.
                                                                Nevada
                                                                7/31/2009
                                                              
                                                              
                                                              Cono Italiano, Inc.
                                                                Deleware
                                                                9/30/2009
                                                              
                                                              
                                                              Pro Forma
                                                                adjustments
                                                                as of closing date
                                                              
                                                              
                                                              Pro Forma
                                                                Consolidated
                                                                as of closing dateASSETSCurrent
      assetsCash
      and Cash Equivalants
                                                              
                                                              $
                                                              916
                                                              
                                                              
                                                              $
                                                              52,752
                                                              
                                                              
                                                              $
                                                              —
                                                              
                                                              
                                                              $
                                                              53,668Due
      from Related Parties
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              149,748
                                                              
                                                              
                                                              
                                                              (15,500
                                                              )
                                                              
                                                              
                                                              134,248Prepaid
      expense
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              4,615
                                                              
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              4,615Total
      Current Assets
                                                              
                                                              
                                                              916
                                                              
                                                              
                                                              
                                                              207,115
                                                              
                                                              
                                                              
                                                              (15,500
                                                              )
                                                              
                                                              
                                                              192,531Prepaid
      Expenses
                                                              
                                                              
                                                              376,445
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              376,445Property,
      Plant and Equipment - Net of Accumulated
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              26,561
                                                              
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              26,561Other
      Assets
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              —Licensing
      Rights - Net of Accumulated Amortization
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              138,628
                                                              
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              138,628TOTAL
      ASSETS
                                                              
                                                              $
                                                              377,361
                                                              
                                                              
                                                              $
                                                              372,304
                                                              
                                                              
                                                              $
                                                              (15,500
                                                              )
                                                              
                                                              $
                                                              734,165LIABILITIES
      AND EQUITY (DEFICIT)Accounts
      payable and accrued liabilities
                                                              
                                                              $
                                                              210,132
                                                              
                                                              
                                                              $
                                                              —
                                                              
                                                              
                                                              $
                                                              (15,500
                                                              )
                                                              
                                                              $
                                                              194,632Accrued
      Expenses
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              2,500
                                                              
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              2,500Accrued
      Interest
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              29,123
                                                              
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              29,123Deferred
      Revenue
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              87,998
                                                              
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              87,998Note
      payable
                                                              
                                                              
                                                              63,488
                                                              
                                                              
                                                              
                                                              200,000
                                                              
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              263,488Due
      to Officer
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              660,150
                                                              
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              660,150Total
      Liabilities
                                                              
                                                              
                                                              273,620
                                                              
                                                              
                                                              
                                                              979,771
                                                              
                                                              
                                                              
                                                              (15,500
                                                              )
                                                              
                                                              
                                                              1,237,891Shareholders'
      DeficitCommon
      Stock - $.0001 Par; 150,000,000 and 500,000,000
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              5,360
                                                              
                                                              
                                                              
                                                              (5,360
                                                              )
                                                              
                                                              
                                                              —Common
      stock, $.001 par value, 100,000,000 shares
                                                              
                                                              
                                                              29,107
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              61,286
                                                              
                                                              
                                                              
                                                              90,393Additional
      paid in capital
                                                              
                                                              
                                                              7,789,935
                                                              
                                                              
                                                              
                                                              481,688
                                                              
                                                              
                                                              
                                                              (7,771,227
                                                              )
                                                              
                                                              
                                                              500,396Deficit
                                                              
                                                              
                                                              (7,723,393
                                                              )
                                                              
                                                              
                                                              (1,094,480
                                                              )
                                                              
                                                              
                                                              7,723,393
                                                              
                                                              
                                                              
                                                              (1,094,480
                                                              )Treasury
      Stock - 350,000 Shares at Par
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              (35
                                                              )
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              (35
                                                              )Other
      Comprehensive Income
                                                              
                                                              
                                                              8,092
                                                              
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              (8,092
                                                              )
                                                              
                                                              
                                                              —Total
      Shareholders' Equity (Deficit)
                                                              
                                                              
                                                              103,741
                                                              
                                                              
                                                              
                                                              (607,467
                                                              )
                                                              
                                                              
                                                              —
                                                              
                                                              
                                                              
                                                              (503,726
                                                              )TOTAL
      LIABILITIES AND EQUITY (DEFICIT)
                                                              
                                                              $
                                                              377,361
                                                              
                                                              
                                                              $
                                                              372,304
                                                              
                                                              
                                                              $
                                                              (15,500
                                                              )
                                                              
                                                              $
                                                              734,165
  20
  CONO
ITALIANO, INC.
 (A NEVADA
CORPORATION)
 Keyport,
New Jersey
  PRO FORMA STATEMENT OF OPERATIONS
 
 Cono Italiano, Inc.
                            Nevada
                            for the six months ended
                            7/31/2009
                          
                          
                          Cono Italiano, Inc.
                            Deleware
                            for the nine months
                            ended
                            9/30/2009
                          
                          
                          Pro Forma
                            adjustments
                          
                          
                          Pro Forma
                            ConsolidatedRevenue
                          
                          $
                          —
                          
                          
                          $
                          8,527
                          
                          
                          $
                          —
                          
                          
                          $
                          8,527Cost
      of Sales
                          
                          
                          —
                          
                          
                          
                          3,183
                          
                          
                          
                          —
                          
                          
                          
                          3,183Gross
      Profit
                          
                          
                          —
                          
                          
                          
                          5,344
                          
                          
                          
                          —
                          
                          
                          
                          5,344ExpensesSelling
      and Direct
                          
                          
                          —
                          
                          
                          
                          6,019
                          
                          
                          
                          —
                          
                          
                          
                          6,019General
      and Administrative
                          
                          
                          362,360
                          
                          
                          
                          102,482
                          
                          
                          
                          —
                          
                          
                          
                          464,842Interest
      Expense
                          
                          
                          1,265
                          
                          
                          
                          11,238
                          
                          
                          
                          —
                          
                          
                          
                          12,503Foreign
      Exchange (Gain) Loss
                          
                          
                          (3,878
                          )
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          (3,878
                          )Total
      Expenses
                          
                          
                          359,747
                          
                          
                          
                          119,739
                          
                          
                          
                          —
                          
                          
                          
                          479,486Net
      loss for the Period
                          
                          $
                          (359,747
                          )
                          
                          $
                          (114,395
                          )
                          
                          $
                          —
                          
                          
                          $
                          (474,142
                          )Basic
      and diluted net loss per share
                          
                          $
                          (1.00
                          )
                          
                          $
                          (0.00
                          )
                          
                          
                          
                          
                          
                          $
                          (0.01
                          )Weighted
      average shares outstanding
                          
                          
                          359,503
                          
                          
                          
                          53,838,828
                          
                          
                          
                          
                          
                          
                          
                          61,528,964
  21
  Subsequent
events were evaluated through November 20, 2009, the date the financial
statements were issued.
  22





Item
2: Management’s Discussion and Analysis of Financial Condition and Results of
Operations





Introduction





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 Report. This Report contains
certain forward-looking statements and the Company's future operating results
could differ materially from those discussed herein. Certain statements
contained in this Report, including, without limitation, statements containing
the words "believes", "anticipates," "expects" and the like, constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). However, as the Company intends to issue “penny
stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange
Act, the Company is ineligible to rely on these safe harbor provisions. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Given
these uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligation to update any
such factors or to announce publicly the results of any revisions of the
forward-looking statements contained or incorporated by reference herein to
reflect future events or developments.





The
Company was incorporated in the State of Nevada on September 9, 2004 as Arch
Management Services Inc. A change of control of the Company occurred on June 5,
2006 and the Company changed its name from “Arch Management Services Inc.” to
“Tiger Ethanol International Inc.” on November 24, 2006. On February 11, 2008
the Company changed its name to “Tiger Renewable Energy Ltd.” Another change of
control of the Company occurred on June 4, 2009. On August 10, 2009, the Company
changed its name to “Cono Italiano, Inc.” and its symbol changed to
CNOZ.





Our
principal business address is 10 Main Street, Keyport, NJ 07735 and our
telephone number is 877-330-2666.





Our
Business





We are a
development stage company. The Company was previously involved in the production
of ethanol from agricultural products. The Company’s board of directors
determined that it was in our best interest to initiate a complete and total
withdrawal from the ethanol business as of January 31, 2009. The Company
subsequently began seeking new business opportunities.





On June
4, 2009, an Affiliate Stock Purchase Agreement (the “Stock Purchase Agreement”)
was entered into by and between Gallant Energy International Inc. (“Gallant”), a
shareholder owning 25.6% of the shares of the Company’s common stock and Lara
Mac Inc. (“Lara Mac”). Pursuant to the Stock Purchase Agreement, Gallant sold
all of its shares of the Company’s common stock to Lara Mac. The Gallant
transaction with Lara Mac resulted in a change in control of the largest voting
block of the Company effective as of June 4, 2009. The compensation which
Gallant received from Lara Mac consisted of Lara Mac’s agreement to assure the
payment of certain obligations of the Company in the amount of $162,139.05,
which shall be paid by the Company in due course. The Company was not a party to
the Stock Purchase Agreement.





On June
4, 2009, pursuant to the Stock Purchase Agreement, the Board also appointed the
following individuals to five vacancies on the Board, effective ten (10) days
after the filing of an Information Statement on Schedule 14f-1 with the U.S.
Securities and Exchange Commission (the Information Statement was filed on June
9, 2009): Mitch Brown, Alex J. Kaminski, Joseph Masselli, Steve Savage and Scott
Smith. These new directors commenced their service on June 19,
2009.





As of the
date of this Report, the officers and directors of the Company are as
follows:





Mitchell
Brown, Chief Executive Officer and Director


Joseph
Masselli, President, Chief Operating Officer and Director


Alex J.
Kaminski, Chief Financial Officer, Treasurer and Director


Steve
Savage, Secretary


Scott
Smith, Director




23




On June
22, 2009, Lara Mac entered into a Management Services Agreement with the Company
(the “Management Services Agreement”). Pursuant to the Management Services
Agreement, Lara Mac agreed to render to the Company certain consulting and other
advisory services. In exchange for the services, Lara Mac received shares of the
Company’s common stock.





On August
10, 2009, the Company amended the First Article of the Company’s Certificate of
Incorporation and changed the Company’s name from “Tiger Renewable Energy
Ltd.” to “Cono
Italiano, Inc.”





On August
10, 2009, the Company conducted a one for sixty reverse stock split (the
“Reverse Stock Split”). As of that date, all of the existing outstanding common
stock of the Company have been consolidated such that existing stockholders will
hold one share of post-split common stock for every sixty shares owned prior to
the reverse stock split. All fractional shares resulting from the reverse stock
split have been rounded up to the next whole share.





We
recently indentified Cono Italiano, Inc., a Delaware corporation (referred to
herein as “Cono Italiano (Delaware)”) as a business venture that would be
suitable for future operation. On November 12, 2009, we entered into agreement
with the shareholders of Cono Italiano pursuant to which we acquired all of the
issued and outstanding shares of Cono Italiano (Delaware) and we will now
operate Cono Italiano (Delaware) as a wholly-owned subsidiary of our
Company.





On
November 6, 2009, as additional inducement to the shareholders of Cono Italiano
(Delaware) to enter into the Share Exchange Agreements, Lara Mac agreed to the
termination of the Management Services Agreement with the Company and the
cancellation of all of the Company shares previously issued to Lara
Mac.





Cono
Italiano (Delaware)





In
February 2006 Cono Italiano LLC, a New Jersey limited liability company, entered
into an agreement with Kono Italia S.R. L., an Italian company doing business as
“Pizza Hands.” Kono Italia S.R.L owns the designs, recipes and technology for
the “Pizza Cono,” a food product for quick service restaurants consisting of a
cone shaped pizza dough. Cono Italiano (Delaware) (as the successor to Cono
Italiano, LLC) holds a distribution agreement for North America from Kono Pizza
in Italy. This distribution agreement grants the licensee an exclusive license
to exploit this product in the United States, Canada and Mexico for a
twenty-five (25) year term. The product is patented in the United States and
Europe as is the cone production machine which is proprietary. In 2007 Cono
Italiano, LLC introduced the product into the North American market by building
an alliance with Center Plate, a food service provider to stadiums and arenas
throughout North America.





Cono
Italiano (Delaware) was formed through the merger of Cono Italiano LLC, a New
Jersey limited liability company, and Janex International, Inc., a Delaware
corporation, in January, 2008. Cono Italiano (Delaware) was formed as Janex
International, Inc. on July 6, 2007 in the State of Delaware. On January 8, 2008
Janex International Inc. changed its name to Cono Italiano, Inc. Cono Italiano,
LLC (Cono, LLC) was formed on June 27, 2007 as a limited liability company in
the State of New Jersey. Cono, LLC had no operations and its primary assets were
the license rights to manufacture, market, and distribute “pizza cono”, a unique
pizza style food product. In March 2007, the license rights held by the
individual founders of Cono, LLC was sold to The Total Luxury Group (“TLG”), an
unrelated entity. Subsequently, on January 8, 2008 the license rights were
transferred to Mitchell Brown, our Company’s Chief Executive Officer, for the
total consideration of $312,000. The transfer of Cono, LLC (which includes the
license rights) was effected in settlement of an obligation due to Mitchell
Brown by TLG. On January 14, 2008, Cono, LLC was sold to Cono Italiano
(Delaware) for the total consideration of $426,000. In exchange for the 100%
interest in Cono, LLC, the sole member of the LLC received 6,000,000 shares of
Cono Italiano (Delaware) valued at $114,700 and was issued a promissory note for
$312,000. Mitchell Brown is also a principal stockholder in the
Company.





Cono
Italiano (Delaware) is licensed to distribute a food product called the “Pizza
Cono.” The Pizza Cone is designed to be a drip free, spill free cone-shaped
pizza made of a proprietary dough and filled with freshly selected ingredients.
The Company intends that the Pizza Cone will be distributed through the fast
food market (the fast food market is generally defined as restaurants selling
food and drinks for immediate consumption either on the premises in designated
eating areas, or for consumption elsewhere). The Pizza Cone will be distributed
to quick-service restaurants, takeaways, mobile and street vendors, and leisure
locations. These establishments include typical fast food chains, supermarkets,
convenience stores, entertainment facilities and sports arenas.




24




On July
9, 2008, Cono Italiano (Delaware) entered into a distribution and licensing
agreement (the “Distribution Agreement”) with Pino Gelato, Inc., a South
Carolina corporation presently involved in retail sales of Italian gelato and
sales of franchises for the sale of gelato. Under the terms of the Distribution
Agreement, we have granted to Pino Gelato, Inc. the rights in the United States,
Canada and Mexico to sell and distribute our products through retail channels.
The initial term of the Distribution Agreement is for ten (10) years and shall
be automatically renewed for additional ten (10) year terms if neither party is
in material breach of the Distribution Agreement at the expiration date of each
ten (10) year term. The Distribution Agreement includes the right to market
Pizza Cones and establish Pizza Cone and Pino Gelato Cafes. Cono Italiano
(Delaware) has received $100,000 in cash in consideration for such Distribution
Agreement. There have been five retail channels established to date for a
licensing fee of $25,000. Product has been sold to various distributors
throughout the country for distribution.





As part
of Cono Italiano (Delaware)’s marketing strategy, Cono Italiano (Delaware) paid
$8,500 in September of 2008 to develop retail packaging and conducted a photo
shoot for the product in October of 2008 at a cost of $1,500.





There
have been five licenses sold to date and there are currently five such cafes in
operation, located in South Carolina, Tennessee, Pittsburgh and Ohio. These
cafes are presently selling the Pizza Cone product.





In July
of 2008, the Company’s Chief Executive Officer, Mitchell Brown and Ramona
Fantini of Pino Gelato formed a manufacturing entity, Edesia Emprise, LLC, to
produce and manufacturer the "Cones." Mitchell Brown transferred his ownership
interests in Edesia Emprise, LLC to his father, Gene Brown, later that
month.





Since
March of 2009, Cono Italiano (Delaware)’s marketing and distribution efforts
have also included giving free samples of its product away at the Indianapolis
Speedway, presenting the product to potential distributors at a trade show, and
selling the product at an Italian festival in Indianapolis.





On
November 11, 2009, Cono Italiano (Delaware) and Edesia Emprise, LLC entered into
a Master Manufacturing Agreement. Pursuant to this Master Manufacturing
Agreement, Edesia Emprise, LLC will produce the Company’s Pizza Cono product.
Cono Italiano (Delaware) has agreed to pay Edesia Emprise, LLC the costs of
production plus fifteen percent (15%). This Master Manufacturing Agreement has a
five (5) year term and will automatically renew unless cancelled by one of the
parties pursuant to its terms. This Master Manufacturing Agreement is exclusive
within the United States. Edesia Emprise, LLC may either produce this product
directly or through a subcontractor. Edesia Emprise, LLC has advised Cono
Italiano (Delaware) that it intends to enter into its first subcontract
agreement shortly.





Financial
Information in this Report





The
acquisition of Cono Italiano (Delaware) by our Company was for accounting
purposes treated as a reverse acquisition where Cono Italiano (Delaware) is the
accounting survivor. As such, all financial information discussed and presented
herein is the historical and current information pertaining only to Cono
Italiano (Delaware) except as otherwise indicated. The financial statements and
notes included as part of this Report pertain only to Cono Italiano (Delaware)
as the accounting survivor and disregard the historical financial statements
filed by our Company prior to the acquisition of Cono Italiano
(Delaware).





Revenues





In the
three month period ended September 30, 2009, Cono Italiano (Delaware) had total
sales of $3,473. In the nine month period ended September 30, 2009, Cono
Italiano (Delaware) had total sales of $8,527.





Financial
Condition, Liquidity and Capital Resources





Through
September 30, 2009, Cono Italiano (Delaware) has accrued total liabilities of
$979,771 in the course of developing its operations. The Company’s expenditures
are expected to increase as the Company expands its operations, expends
additional funds on marketing, administration and new staff, and commences the
payment of salaries to existing officers and directors (although the Company’s
officers and directors have agreed that they will not receive any salary through
December 31, 2010). Total liabilities increased from $831,838 on December 31,
2008 to $979,771 at September 30, 2009.





The total
assets of Cono Italiano (Delaware) increased from $240,497 on December 31, 2008
to $372,304 on September 30, 2009. The Company’s largest asset as of September
30, 2009 was the value of its licensing rights, net of accumulated amortization,
which was assessed as being worth $138,628.





As of
September 30, 2009, Cono Italiano (Delaware) had $52,752 in cash and cash
equivalents on hand, as compared to $724 on hand as of December 31, 2008. The
main source of this cash was loans from an officer; our Chief Executive Officer,
Mitchell Brown, was owed $660,150 as of September 30, 2009, which total loan
amount had increased from $568,828 at December 31, 2008.




25





Total
expenses for the three month period ended September 30, 2009 were $50,375. This
included, in part, selling expenses of $4,163, general and administrative
expenses of $41,631and interest expense of $4,581. This was an increase from the
three month period ended September 30, 2008, in which total expenses were
$40,299, consisting of selling expenses of $2,000 and general and administrative
expenses of $38,299.





Total
expenses for the nine month period ended September 30, 2009 were $119,739. This
included, in part, selling expenses of $6,019, general and administrative
expenses of $102,482 and interest expense of $11,238. This was a decrease from
the nine month period ended September 30, 2008, in which total expenses were
$856,206, consisting of selling expenses of $123,449, compensation expense of
$233,333 and general and administrative expenses of $499,424.





The
Company’s management believes that Cono Italiano will need additional capital to
conduct business, grow and expand the Company. The terms and condition of any
which we may receive financing could have a material adverse affect on our
business, results of operations, liquidity and financial condition.





On
November 9, 2009, Cono Italiano (Delaware) entered into a Commitment Letter,
pursuant to which, one of our shareholders, Lara Mac has agreed to provide
financing to Cono Italiano (Delaware), with such funds as the Company’s Board of
Directors shall deem to be sufficient to maintain the Company’s ordinary course
of business operations (the “Commitment Amount”). We may draw on the Commitment
Amount in monthly tranches in accordance with our operating requirements as set
forth in our business plan. The available Commitment Amount will be reduced by
the aggregate cash proceeds received by the Company which are derived from the
issuance of any equity securities and Company gross revenues. Draws on the
Commitment Amount will be made on terms of unsecured notes, with interest set on
each note as of the date of the draw at prime rate plus two percent per annum.
The notes will mature and become repayable thirty calendar days after demand at
any time following the earlier of (a) December 31, 2010 or (b) the date upon
which we are in receipt of revenues or proceeds from the sales of equity
securities. We will give Lara Mac customary representations and warranties
regarding the good standing of our Company and status of progress in respect of
our Company business plan prior to each draw on the Commitment Amount, and we
will provide certifications and covenants regarding use of proceeds of each
draw, which will be in customary forms reasonably requested by Lara Mac as
determined by reference to similar lenders making similar loans to similar
companies. Lara Mac will not be required to make any loans under the Commitment
Amount to us if we are unable to make the representations, warranties,
certifications or covenants, or if we are in breach of any previously given
representations, warranties, certifications or covenants. If we breach any of
the notes, the default rate will be 15% per annum and Lara Mac may seek recourse
against our company for repayment of all of the notes.





Off
Balance Sheet Arrangements





The
Company does not have any off balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company's financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.





Item 3: Quantitative and Qualitative Disclosures About
Market Risk





Not
Applicable.




26





Item
4: Controls and Procedures





As of the
end of the period covered by this Report, an evaluation was carried out under
the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule
15d-15(e) promulgated under the Securities and Exchange Act of 1934 (the
“Exchange Act”). Based on their evaluation of our disclosure controls and
procedures as of September 30, 2009, the Company’s Chief Executive Officer and
Chief Financial Officer have concluded that the Company’s disclosure controls
and procedures were not effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms and this
information is accumulated and communicated to management, including the
Company’s Chief Executive Officer and Chief Financial Officer to allow timely
decisions regarding required disclosures.





Management
identified a material weakness (as defined in Public Company Accounting
Oversight Board Standard No. 2) in our internal control over financial reporting
regarding a lack of adequate segregation of duties and concluded that such
controls were not effective as of September 30, 2009.





Changes
in Internal Control Over Financial Reporting





The
Company is in the process of improving its internal control over financial
reporting in an effort to remediate this material weakness by improving
period-end closing procedures and requiring all period-end recurring and
non-recurring adjustments be reviewed by the Chief Financial
Officer.





As of
September 30, 2009, there has been no change in the Company’s internal control
over financial reporting that has materially affected or is reasonably likely to
materially affect the Company’s internal control over financial
reporting.




27




PART
II: OTHER INFORMATION




Item
1: Legal Proceedings




The
Company is not, and has not been during the period covered by this Quarterly
Report, a party to any legal proceedings.





Item
1A: Risk Factors





In
connection with the Company’s recent transaction with the shareholders of Cono
Italiano (Delaware), the Company’s risks and opportunities have change
considerably.  The following sets forth the current view of the
Company’s management regarding risk.





An
investment in our Company involves a substantial risk of loss. You should
carefully consider the risks described below, before you make any investment
decision regarding our Company. Additional risks and uncertainties, including
those generally affecting the market in which we operate or that we currently
deem immaterial, may also impair our business. If any such risks actually
materialize, our business, financial condition and operating results could be
adversely affected. In such case, the trading price of our common stock could
decline.





The
following risk factors are not exhaustive and the risks discussed herein do not
purport to be inclusive of all possible risks but are intended only as examples
of possible investment risks. To facilitate understanding of the various
business risks applicable to our Company and the strategic alliance companies
through which we intend to operate our business during the foreseeable future,
the risk factors discussed herein address our Company together with the risks
applicable to our operations that we intend to conduct with our strategic
alliance partners.




Risks
Related to Our Business





We
are a small company with a limited operating history and limited capital
resources.  We may not be able to raise additional capital to grow and
expand our business, which could materially and adversely affect the future of
our business.





We are a
small company with a limited history, limited capital and limited operating
resources.  As of September 30, 2009, we had cash and cash equivalents
of approximately $52,752 (unaudited). While we believe we will be able to meet
our current needs for cash from revenues, we may need additional capital to
conduct business, grow and expand.





The terms
and condition of any which we may receive financing could have a material
adverse affect on our business, results of operations, liquidity and financial
condition.  Any investment in our shares is subject to the significant
risk that we will not be able to adequately capitalize our Company to enable us
to continue to develop and implement our business model.  Even if we
are able to raise adequate capital, the cost of such capital may be burdensome
and may materially impair our ability to fully implement our business
plan.





Indebtedness
may burden us with high interest payments and highly restrictive terms which
could adversely affect our business.





Should we
borrow money to implement our business plans, we would be burdened with interest
payments.  A significant amount of indebtedness could increase the
possibility that we may be unable to generate sufficient revenues to service the
payments on indebtedness, when due, including principal, interest and other
amounts.  Agreements made in connection with any borrowings may
contain significant restrictions and covenants that, among other things, could
limit our ability to make investments, pay dividends or make distributions to
our shareholders, repurchase or redeem indebtedness, grant liens on our assets,
enter into transactions with our affiliates, merge or consolidate with other
entities or transfer all or substantially all of our assets, and restrict the
ability of our subsidiaries to pay dividends or to make other payments to
us.





Our
ability to comply with any restrictions and covenants related to indebtedness in
the future is uncertain and would be affected by the levels of cash flow from
our operations and events or circumstances beyond our control.  Our
failure to comply with any of restrictions and covenants under indebtedness
financing could result in a default under those facilities, and could cause all
of our existing indebtedness to be immediately due and payable. If any of our
indebtedness were to be accelerated, we may not be able to repay our
indebtedness or borrow sufficient funds to refinance it. Even if we were able to
obtain new financing, it may not be on commercially reasonable terms or on terms
that are acceptable to us.  If any of our indebtedness is in default
for any reason, our business, financial condition and results of operations
could be materially and adversely affected. In addition, complying with any
restrictions and covenants may also cause us to take actions that are not
favorable to our shareholders and may make it more difficult for us to
successfully execute our business plan and compete against companies that are
not subject to such restrictions and covenants.


28





We
may have to price our products and services at low margins which could adversely
affect our business and any investment in our company.





Even if
we are able to compete with our competitors, we may have to price our products
and services at low gross margins in order to gain market share. Competitive
pricing pressures together with new or improved competing product introductions
by our competitors may adversely affect the average selling price of our
products and services and force us to make downward adjustments.  If
we are unable to offset price decreases by increasing our sales volumes or by
adjusting our product offerings, our revenues and gross margins would
decline.  To grow our business we generate revenues as soon as
possible and thereafter continue to develop and introduce new products, services
and improvements. If we cannot maintain reasonable gross margins, our financial
position may be harmed, our stock price may decline and we may
fail.





We
could have substantial difficulty addressing the challenges of rapid
growth.





If demand
for our products increases rapidly, we will need to either increase our internal
production capacity or implement additional outsourcing. Success in developing
and producing a limited volume of products does not guarantee that we will
experience comparable success in operations conducted on a larger scale.
Modifying our procedures and facilities to adjust to increased demand may delay
delivery of our products.  Production efficiencies, yields and product
quality may decline as our Company expands over time. If we are unable to meet
the demand of our customers and deliver products quickly and cost effectively,
customers may turn to our competitors. The costs and risks associated with
implementing new technologies, methods and processes, including the purchase of
new equipment, and any resulting delays, inefficiencies and loss of sales, could
harm our results of operations.





We
expect that our anticipated future growth may strain our management,
administrative, operational and financial infrastructure.  Failure of
our ability to reasonably manage anticipated growth could materially and
adversely affect our business.





We
anticipate that significant expansion of our present operations will be required
to capitalize on market opportunities. This expansion is expected to place a
significant strain on our management, operational and financial resources. We
expect to add a substantial number of additional key personnel in the future,
including key managerial employees who will have to be fully integrated into our
operations. In order to manage our growth, we will be required to continue to
implement and improve our operational and financial systems, to expand existing
operations, to attract and retain superior management, and to train, manage and
expand our employee base. We cannot assure you that we will be able to
effectively manage the expansion of our operations, that our systems, procedures
or controls will be adequate to support our operations or that our management
will be able to successfully implement our business plan. If we are unable to
manage growth effectively, our business, financial condition and results of
operations could be materially and adversely affected.





Our
success will depend heavily on our management.  If we fail to hire and
retain qualified management and other key personnel, the implementation of our
business plan will be materially and adversely affected.





Our
performance is substantially dependent on the continued services and performance
of our executive officers and other key personnel, and our ability to retain and
motivate our officers and key employees. Our future success also depends on our
ability to identify, attract, hire, train, retain and motivate other highly
skilled technical, managerial and marketing personnel. Competition for qualified
personnel is intense, and we cannot assure you that we will be successful in
attracting and retaining such personnel. The failure to attract and retain our
officers or the necessary technical, managerial and marketing personnel could
have a material adverse effect on our business, prospects, financial condition
and results of operations.





Our
dependence on management creates risks. The loss of our experienced officers and
key employees could materially and adversely affect our ability to
professionally manage our business.





Our plan
for success is dependent, in large part, on the active participation of our
executive officers. The loss of their services would materially and adversely
affect our business and future success.  We do not have key-man life
insurance in effect at the present time.  Should any of our key
employees die or become incapacitated, we may not be able to replace them in a
timely or cost effective manner which could materially and adversely harm our
business, financial condition and results of operations.


29





We
may be sued for infringing on the intellectual property rights of
others.





Third
parties may claim that we are infringing on their intellectual property
rights.  We may violate the rights of others without our knowledge. If
a litigant establishes that we are infringing its intellectual property rights,
or that our intellectual property rights are invalid, we may be forced to change
our products, services, or manufacturing processes, and such changes may be
expensive or impractical. We may then be forced to seek royalty or license
agreements from such litigant. If we are unable to agree on acceptable terms, we
may be required to discontinue the sale of key products or halt other aspects of
our operations. In addition, we may also be liable for significant financial
damages for a violation of intellectual property rights.  Any adverse
result related to violation of third party intellectual property rights could
materially and adversely harm our business, financial condition and results of
operations.  Even if intellectual property claims brought against us
are without merit, they may result in litigation which could be costly and time
consuming, and may divert our management and key personnel from operating our
business.




We
may be exposed to tax audits, which could be expensive for the Company and time
consuming for management.





Our U.S.
federal and state tax returns may be audited by the U.S. Internal Revenue
Service (the “IRS”). An audit may result in the challenge and disallowance of
deductions claimed by us. Further, an audit could lead to an audit of one or
more of our investors and ultimately result in attempts to adjust investors’ tax
returns with respect to items unrelated to us.   We are unable to
guarantee the deductibility of any item that we acquire.  We will
claim all deductions for federal and state income tax purposes which we
reasonably believe that we are entitled to claim. In particular, we will elect
to treat as an expense for tax purposes all interest, management fees, taxes and
insurance. The IRS may disallow any of the various elements used in calculating
our expenses, thereby reducing federal income tax benefits of an investment. To
the extent that any challenge or disallowance is raised in connection with a tax
return filed by an individual shareholder, the cost of any audit and/or
litigation resulting there from would be born solely by the affected
shareholder. In the event the IRS should disallow any of our deductions, the
directors, in their sole discretion, will decide whether to contest such
disallowance. No assurance can be given that in the event of such a contest the
deductions would be sustained by the courts. If the disallowance of any
deductions results in an underpayment of tax, investors could also be
responsible for interest on the underpayments.





Securities
compliance may be expensive and time consuming for our management.





Compliance
with the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated there under, including, the Sarbanes-Oxley Act of 2002
and related requirements will be costly and will place a significant burden on
our management. At the present time, the Company has only a limited history of
operating with the internal controls and procedures required of a public
company. We expect to commence documenting, reviewing, and where appropriate,
improving our internal controls and procedures in anticipation of being subject
to Section 404 of the Sarbanes-Oxley Act of 2002, which will require
management assessments of the effectiveness of our internal control over
financial reporting. Management will be required to conduct an annual evaluation
of our internal control over financial reporting and include a management report
on our internal control over financial reporting, along with a report by our
independent registered public accounting firm addressing these assessments. We
cannot assure you that measures we have taken, or future measures we may take,
will enable us to provide accurate and timely financial reports, particularly if
we are unable to hire additional personnel in our accounting and financial
department, or if we lose personnel in this area. Any failure to maintain an
effective system of internal controls, or any other problems with our financial
systems or internal controls, could result in delays or inaccuracies in
reporting financial information or failure to comply with SEC reporting and
other regulatory requirements.  Any of these situations could
adversely affect our business and stock price.





Estimates
must be made in connection with the preparation of our financial reports. If
changes must be made to financial reports, we could be adversely
affected.





We follow
accounting principles generally accepted in the United States in preparing our
financial statements. As part of this work, we must make many estimates and
judgments which affect the value of the assets and liabilities, contingent
assets and liabilities, and revenue and expenses reported in our financial
statements. We believe that our estimates and judgments are reasonable and we
make them in accordance with our accounting policies based on information
available at the time. However, actual results could differ from our estimates
and this could require us to record adjustments to expenses or revenues that
could be adversely material to our financial position and results of
operations.


30





A
Significant Percentage of our Common Stock is Owned by a Single Investor, which
may lead to the Company taking actions which conflict with other
shareholders.





Our Chief
Executive Officer, Mr. Mitchell Brown, owns 30,000,000 shares of the Company’s
common stock directly, and has sole voting power and sole power of disposition
over all 6,000,000 shares of the Company’s common owned by Lara Mac
Inc.  Thus Mr. Brown controls the voting of approximately 58.5% of our
issued and outstanding shares. This concentration of ownership and control could
discourage a potential acquirer from making a tender offer or otherwise
attempting to obtain control of us, or could otherwise delay or prevent a change
in control transaction or other business combination, which could in turn have
an adverse effect on the market price of our common shares. As long as this
concentration of ownership persists, it is unlikely that any other holder or
group of holders of our common shares will be able to affect the way we are
managed or the direction of our business. The interests of the control group of
shareholders could conflict with the interests of other shareholders. In
addition, we may adopt amendments to our organizational documents and applicable
state law which have anti-takeover provisions that could delay or prevent a
change in control of our company.





We
will indemnify our officers and directors which could cause our capital
resources to be used to defend and settle claims or legal actions against
them.





The
Articles of Incorporation, By-Laws and the Nevada Revised Statutes, as amended
contain provisions that limit the liability of directors for monetary damages
and provide for indemnification of officers and directors under certain
circumstances. Such provisions may discourage shareholders from bringing a
lawsuit against directors for breaches of fiduciary duty, even though such
action, if successful, might otherwise have benefited our shareholders.
According to such provisions, we are responsible for payment of costs of
settlement and damage awards against our officers or directors.





The
Nevada Revised Statutes provides that our directors and officers are generally
not personally liable to us or our shareholders or creditors for monetary
damages for acts and omissions in his or her capacity as an officer or director
unless it is proven that such act or omission constituted a breach of fiduciary
duty as a director or officer and such breach involved intentional misconduct,
fraud or a knowing violation of law.





The
Articles of Incorporation provide that we will indemnify our directors and
officers against all costs, expenses and liabilities, including the amounts of
judgments, amounts paid in compromise settlements and amounts paid for services
of counsel and other related expenses, which may be incurred by or imposed on
him or her in connection with any claim, action, suit, proceeding, investigation
or inquiry hereafter made, instituted or threatened in which he or she may be
involved as a party or otherwise by reason of any past or future action taken or
authorized and approved by him or her or any omission to act as such officer or
director, at the time of the incurring or imposition of such costs, expenses, or
liabilities, except such costs, expenses or liabilities as shall relate to
matters as to which he or she shall in such action, suit or proceeding, be
finally adjudged to be liable by reason of his or her negligence or willful
misconduct toward the corporation or such other corporation in the performance
of his or her duties as such officer or director.





In
addition to the indemnification provided for in its Articles of Incorporation
and By-Laws, we may enter into agreements to indemnify our directors and
officers. Under these agreements, we will be obligated to indemnify our
directors and officers for expenses, attorneys’ fees, judgments, fines and
settlement amounts incurred by any director or officer in any action or
proceeding arising out of the director’s or officer’s services as a director or
officer of us, any of our subsidiaries or any other company or enterprise to
which the person provides services at our request. We believe that these
provisions and agreements are necessary to attract and retain qualified
individuals to serve as directors and officers.





If
our food products become contaminated, we may be subject to product liability
claims, product recalls and increased scrutiny by regulators, any of which could
adversely affect our business.





Food
products like Pizza Cones are vulnerable to contamination leading to
food-related illness.  There is a risk that our products could become
contaminated and then ultimately consumed by purchasers.  Purchasers
who suffer, or claim to suffer, as a result of consuming our products may sue
us, and such suits could be expensive and time consuming for the Company and its
management.  While the Company believes that it has adequate insurance
to mitigate the potential risk of losses for product liability claims, such
insurance may prove to be insufficient.


31





A
decline in the economy may lead to a decline in demand for our
products.





Should
the U.S. economy experience a further decline, demand for our product may not
grow and may even decrease, and accordingly, our ability to generate revenues
may be impaired.





Increased
costs for the raw materials used to produce the Pizza Cone may reduce our
profits.





The
Company is unable to predict the extent to which the raw materials used to
produce the Pizza Cone may increase in the future.  Significant cost
increase may substantially reduce our profits.





A
material disruption at our processing plant could seriously harm our financial
condition and operating results.





In the
event that the processing plant at which our products are made was to be damaged
due to natural disaster or disrupted by labor disputes, the Company could
experience difficulties in finding an alternative production
location.  Such difficult and delay could impact the profitability of
the Company.





The
failure of Pino Gelato, Inc. to effectively sell our products could
significantly reduce our sales and profits.





The
Company will be reliant on Pino Gelato, Inc. and its management in the near
future for the sale of its product to retail outlets.  Should Pino
Gelato, Inc. fail to accomplish its goals, the Company will not be adversely
impacted.





Risks
Related To Investing In Our Common Shares





You
may have difficulty selling our common shares and may therefore lose all or a
significant portion of your investment.





Our
common shares trades on the OTC Bulletin Board.  The stock price may
be volatile. The market price of our common shares may be subject to wide
fluctuations in response to several factors including the
following:





·
            Our
      ability to execute our business plan and significantly grow our
      business;·
            Our
      ability to generate brand loyalty among target consumer segment car
      buyers;·
            Increased
      competition from competitors who offer competing services;
    and·
            Our
      financial condition and results of
operations.





As a
result, our shareholders may find it more difficult to obtain accurate
quotations concerning the market value of the stock. Shareholders also may
experience greater difficulties in attempting to sell our common shares than if
they were listed on a self-regulated national stock exchange.





We
may need to raise additional capital. If we are unable to raise additional
capital, our business may fail.





We may
need to raise additional capital to provide cash for our operations. The fact
that we have generated only $3,473 in sales for the three months ended September
30, 2009 (unaudited) may deter potential investors from providing financing.
Uncertainty regarding our ability to generate revenues may make it difficult for
us to find financing on acceptable terms.  If we are unable to obtain
adequate funding, we may not be able to successfully develop and market our
products and our business may fail.  To secure additional financing,
we may need to borrow money or sell more securities.  Under the
current circumstances, we may be unable to secure additional financing on
favorable terms, if available at all.





We
do not currently intend to pay dividends on our common stock and, consequently,
the ability to achieve a return on your investment in our common stock will
depend on appreciation in the price of our common stock.  If our
common stock does not appreciate in value, investors could suffer losses in
their investment in our common stock.





We do not
expect to pay cash dividends on our common stock. Any future dividend payments
are within the absolute discretion of our Board of Directors and will depend on,
among other things, our results of operations, working capital requirements,
capital expenditure requirements, financial condition, contractual restrictions,
business opportunities, anticipated cash needs, provisions of applicable law and
other factors that our Board of Directors may deem relevant. We may not generate
sufficient cash from operations in the future to pay dividends on our common
stock.  As a result, the success of your investment in our common
stock will depend on future appreciation in its value.  The price of
our common stock may not appreciate in value or even maintain the price at which
you purchased our shares.  If our common stock does not appreciate in
value, investors could suffer losses in their investment in our common
stock.


32





Because
the market for our common shares is limited, investors may not be able to resell
their common shares.  Investors should therefore assume that any
investment in our company will be illiquid for the foreseeable
future.





Our
common shares trade on the Over-the-Counter-Bulletin-Board quotation system.
Trading in our shares has historically been subject to very low volumes and wide
disparity in pricing. Investors may not be able to sell or trade their common
shares because of thin volume and volatile pricing with the consequence that
they may have to hold your shares for an indefinite period of time.





There
are legal restrictions on the resale of the common shares offered, including
penny stock regulations under the U.S. Federal Securities Laws.  These
restrictions may adversely affect your ability to resell your
stock.





We
anticipate that our common stock will continue to be subject to the penny stock
rules under the Securities Exchange Act of 1934, as amended. These rules
regulate broker/dealer practices for transactions in "penny stocks." Penny
stocks are generally equity securities with a price of less than $5.00. The
penny stock rules require broker/dealers to deliver a standardized risk
disclosure document that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker/dealer must also
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker/dealer and its salesperson and monthly account
statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations and the broker/dealer and salesperson
compensation information must be given to the customer orally or in writing
prior to completing the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction, the broker and/or dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
The transaction costs associated with penny stocks are high, reducing the number
of broker-dealers who may be willing to engage in the trading of our shares.
These additional penny stock disclosure requirements are burdensome and may
reduce all of the trading activity in the market for our common stock. As long
as the common stock is subject to the penny stock rules, our shareholders may
find it more difficult to sell their shares.





Our
future sales of our common shares could cause our stock price to
decline.





There is
no contractual restriction on our ability to issue additional shares. We cannot
predict the effect, if any, that market sales of our common shares or the
availability of shares for sale will have on the market price prevailing from
time to time. Sales by us of our common shares in the public market, or the
perception that our sales may occur, could cause the trading price of our stock
to decrease or to be lower than it might be in the absence of those sales or
perceptions.





You
may experience dilution of your ownership interests due to the future issuance
of additional shares of our common stock which could be materially adverse to
the value of our common stock.





Giving
effect to the shares issued in exchange for the Cono Italiano (Delaware) shares,
we have 61,528,987 shares of our common stock issued and outstanding, following
both our one for sixty reverse stock split on August 10, 2009 and our
acquisition of the shares of Cono Italiano (Delaware) on November 12,
2009.  We are authorized to issue up to 100,000,000 shares of common
stock. Our Board of Directors may authorize the issuance of additional common or
preferred shares under applicable state law without shareholder
approval.  We may also issue additional shares of our common stock or
other securities that are convertible into or exercisable for common stock in
connection with the hiring of personnel, future acquisitions, future private
placements of our securities for capital raising purposes or for other business
purposes. Future sales of substantial amounts of our common stock, or the
perception that sales could occur, could have a material adverse effect on the
price of our common stock.  If we need to raise additional capital to
expand or continue operations, it may be necessary for us to issue additional
equity or convertible debt securities.  If we issue equity or
convertible debt securities, the net tangible book value per share may decrease,
the percentage ownership of our current stockholders may be diluted and such
equity securities may have rights, preferences or privileges senior or more
advantageous to our common stockholders.





Grants
of stock options and other rights to our employees may dilute your stock
ownership.





We plan
to attract and retain employees in part by offering stock options and other
purchase rights for a significant number of common shares. We have granted stock
options to certain officers and directors.  The issuance of common
shares pursuant to these options, and options issued in the future, will have
the effect of reducing the percentage of ownership in us of our then existing
shareholders.


33





The
market price of our common stock may be volatile which could adversely affect
the value of your investment in our common stock.





The
trading price of our common stock may be highly volatile and could be subject to
wide fluctuations in response to various factors. Some of the factors that may
cause the market price of our common stock to fluctuate include:




·
            fluctuations
      in our quarterly financial results or the quarterly financial results of
      companies perceived to be similar to
us;




·
            Changes
      in estimates of our financial results or recommendations by securities
      analysts;




·
            failure
      of any of our products to achieve or maintain market
      acceptance;




·
            Changes
      in market valuations of similar
companies;




·
            significant
      products, contracts, acquisitions or strategic alliances of our
      competitors;




·
            Success
      of competing products or services;




·
            Changes
      in our capital structure, such as future issuances of securities or the
      incurrence of additional debt;




·
            regulatory
      developments;




·
            litigation
      involving our company, our general industry or
  both;





·
            additions
      or departures of key personnel;




·
            investors’
      general perception of us; and




·
            Changes
      in general economic, industry and market
  conditions.





Absence
of equity research reports or unfavorable reports could adversely affect the
price of our stock.





The
trading market for our common shares will rely in part on the research and
reports that equity research analysts publish about us and the industry segments
in which we operate. The public price of our publicly traded common shares could
decline if one or more securities analysts downgrades investment in our common
shares or if those analysts issue other unfavorable commentary about our
industry or other major participants in our industry, or if they decline to
publish reports about us.




Item
2: Unregistered Sales of Equity Securities and Use of Proceeds





None.





Item
3: Defaults Upon Senior Securities





Not
Applicable.




Item
4: Submission of Matters to a Vote of Security Holders




There
have been no meetings of security holders during the period covered by this
Quarterly Report.




No
matters were submitted to the vote of the Company’s security holders during the
fiscal quarter ended September 30, 2009.





Item
5: Other Information




None.


34




Item
6: Exhibits





(a)
  Exhibits





Exhibit No.
                  
                  Description of ExhibitsExhibit
      3.6
                  
                  Certificate
      of Amendment to the Articles of Incorporation, dated as of July 31, 2009,
      incorporated by reference to Exhibit 3.6 to the Company’s Report on Form
      8-K, filed with the Securities and Exchange Commission on November 13,
      2009.Exhibit
      3.15
                  
                  The
      Company’s Bylaws, as amended.Exhibit
      10.44
                  
                  Annulment
      Agreement, by and between Cono Italiano (Delaware) and Mitchell Brown,
      dated as of August 11, 2009, incorporated by reference to Exhibit 10.44 to
      the Company’s Report on Form 8-K, filed with the Securities and Exchange
      Commission on November 13, 2009.Exhibit
      10.45
                  
                  Annulment
      Agreement, by and between Cono Italiano (Delaware) and Steve Savage, dated
      as of August 11, 2009, incorporated by reference to Exhibit 10.45 to the
      Company’s Report on Form 8-K, filed with the Securities and Exchange
      Commission on November 13, 2009.Exhibit
      10.46
                  
                  Annulment
      Agreement, by and between Cono Italiano (Delaware) and Joseph Masselli,
      dated as of August 11, 2009, incorporated by reference to Exhibit 10.46 to
      the Company’s Report on Form 8-K, filed with the Securities and Exchange
      Commission on November 13, 2009.Exhibit
      10.47
                  
                  Settlement
      Agreement and Mutual Release, by and between Dough Bros., Inc., John
      Allen, Drew Allen, Matt Allen, Edesia Emprise, LLC, Cono Italiano, Inc.,
      Mitchell Brown, John Jacobs and Ramona Fantini, dated as of October 22,
      2009, incorporated by reference to Exhibit 10.47 to the Company’s Report
      on Form 8-K, filed with the Securities and Exchange Commission on November
      13, 2009.Exhibit
      10.48
                  
                  Commitment
      Agreement, by and between Cono Italiano (Delaware) and Lara Mac Inc.,
      dated as of November 9, 2009, incorporated by reference to Exhibit 10.48
      to the Company’s Report on Form 8-K, filed with the Securities and
      Exchange Commission on November 13, 2009.Exhibit
      10.49
                  
                  Master
      Manufacturing Agreement, by and between Cono Italiano (Delaware) and
      Edesia Emprise, LLC, dated as of November 11, 2009, incorporated by
      reference to Exhibit 10.49 to the Company’s Report on Form 8-K, filed with
      the Securities and Exchange Commission on November 13,
    2009.Exhibit
      10.50
                  
                  Form
      of Share Exchange Agreement, by and between the Company and the
      shareholders of Cono Italiano (Delaware), incorporated by reference to
      Exhibit 10.50 to the Company’s Report on Form 8-K, filed with the
      Securities and Exchange Commission on November 13,
2009.Exhibit
      10.51
                  
                  Amendment
      to the Management Services Agreement, by and between Lara Mac Inc., Cono
      Italiano, Inc. (a Nevada corporation) and Cono Italiano, Inc. (a Delaware
      corporation), dated as of November 6, 2009, incorporated by reference to
      Exhibit 10.51 to the Company’s Report on Form 8-K, filed with the
      Securities and Exchange Commission on November 13,
2009.Exhibit 31.1
                  
                  Certification
      of Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.Exhibit 31.2
                  
                  Certification
      of Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.Exhibit 32.1
                  
                  Certification
      of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.Exhibit
      32.2
                  
                  Certification
      of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.


35





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.





CONO
      ITALIANO, INC.(Registrant)Dated:
      November 23, 2009By:
              /s/ Mitchell BrownName:
              Mitchell
      BrownTitle:
              Principal
      Executive OfficerDated:
      November 23, 2009By:
              /s/ Alex J. KaminskiName:
              Alex
      J. KaminskiTitle:
              Principal
      Financial Officer and
                Chief
      Accounting Officer


36