##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-QSB
  þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
  o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
  Kahiki Foods, Inc.
 
   
   
  
 
  
 
   
 
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INDEX
    
    PAGEPART I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements
    
    
    4·         Balance Sheets as of December 31, 2006 (Unaudited) and March 31, 2006·         Statements of Income (Unaudited) for the Three Months Ended December 31, 2006 and 2005·         Statements of Income (Unaudited) for the Nine Months Ended December 31, 2006 and 2005·         Statements of Cash Flows (Unaudited) for the Nine Months Ended December 31, 2006 and 2005·         Notes to Unaudited Financial StatementsItem 2.
    
    Management's Discussion and Analysis or Plan of Operation
    
    
    23Item 3.
    
    Controls and Procedures
    
    
    32PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    33Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    33Item 3.
    
    Defaults upon Senior Securities
    
    
    33Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    34Item 5.
    
    Other Information
    
    
    34Item 6.
    
    Exhibits and Reports on Form 8-K
    
    
    34Signatures
    
    
    34Index to Exhibits
    
    
    35Exhibits
    
    
    38EX-31.1EX-31.2EX-32
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##### Table of Contents



December 31, 2006(unaudited)
    
    
    March 31, 2006ASSETSCurrent AssetsCash
    
    $
    
    
    
    $
    833,655Accounts receivable, net
    
    
    2,413,550
    
    
    
    2,231,727Inventories
    
    
    2,184,503
    
    
    
    1,543,534Refundable income taxes
    
    
    475,671
    
    
    
    493,365Other current assets
    
    
    470,586
    
    
    
    284,315Total Current Assets
    
    
    5,544,310
    
    
    
    5,386,596Property And Equipment, Net
    
    
    11,992,214
    
    
    
    12,211,280Other AssetsDeferred loan costs
    
    
    130,071
    
    
    
    137,366Restricted deposits
    
    
    
    
    
    
    426,394Other deposits
    
    
    15,909
    
    
    
    22,761Total Other Assets
    
    
    145,980
    
    
    
    586,521Total Assets
    
    $
    17,682,504
    
    
    $
    18,184,397LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesCurrent portion of long-term debt
    
    $
    7,527,110
    
    
    $
    9,029,071Accounts payable
    
    
    3,317,546
    
    
    
    2,115,587Accrued expenses
    
    
    257,903
    
    
    
    455,984Income taxes payable
    
    
    
    
    
    
    20,240Total Current Liabilities
    
    
    11,102,559
    
    
    
    11,620,882Deferred income taxes
    
    
    66,000
    
    
    
    66,000Long-term debt
    
    
    422,701
    
    
    
    383,991Total Liabilities
    
    
    11,591,260
    
    
    
    12,070,873Stockholders EquityPreferred stock, no par value,
1,000,000
shares authorized; 967,078 and
930,741
shares issued and outstanding,
respectively
    
    
    2,175,925
    
    
    
    2,094,167Common stock, no par value, 9,000,000
shares authorized; 3,831,698 and
3,811,698 shares issued and
outstanding, respectively
    
    
    2,836,824
    
    
    
    2,813,460Retained earnings
    
    
    1,078,495
    
    
    
    1,205,897Total Stockholders Equity
    
    
    6,091,244
    
    
    
    6,113,524Total Liabilities And
Stockholders Equity
    
    $
    17,682,504
    
    
    $
    18,184,397
 4
    Table of Contents   
 Three Months Ended December 31,2006
    
    
    2005Net sales
    
    $
    6,758,118
    
    
    $
    6,038,049Cost of sales
    
    
    5,459,551
    
    
    
    4,608,375Gross profit
    
    
    1,298,567
    
    
    
    1,429,674Selling, general and administrative
expenses
    
    
    1,106,938
    
    
    
    1,067,116Income from operations
    
    
    191,629
    
    
    
    362,558Other income (expense):Interest expense
    
    
    (139,635
    )
    
    
    (160,960
    )Interest and other income
    
    
    9,970
    
    
    
    12,755Life insurance proceeds
    
    
    
    
    
    
    500,000Total other income (expense)
    
    
    (129,665
    )
    
    
    351,795Income before income taxes
    
    
    61,964
    
    
    
    714,353Income tax expense
    
    
    24,925
    
    
    
    156,400Net income
    
    
    37,039
    
    
    
    557,953Less income allocable as preferred
stock dividends
    
    
    26,756
    
    
    
    Income available to
common stockholders
    
    $
    10,283
    
    
    $
    557,953Weighted average shares outstanding:Basic
    
    
    3,831,698
    
    
    
    3,690,848Diluted
    
    
    5,132,643
    
    
    
    4,229,263Net income per common share:Basic
    
    $
    0.00
    
    
    $
    0.15Diluted
    
    $
    0.01
    
    
    $
    0.13
 5
    Table of Contents   
 Nine Months Ended December 31,2006
    
    
    2005Net sales
    
    $
    18,577,971
    
    
    $
    16,161,976Cost of sales
    
    
    14,885,854
    
    
    
    12,995,057Gross profit
    
    
    3,692,117
    
    
    
    3,166,919Selling, general and administrative
expenses
    
    
    3,387,409
    
    
    
    3,221,242Income (loss) from operations
    
    
    304,708
    
    
    
    (54,323
    )Other income (expense):Interest expense
    
    
    (414,264
    )
    
    
    (416,265
    )Interest and other income
    
    
    27,921
    
    
    
    20,833Life insurance proceeds
    
    
    
    
    
    
    1,250,000Total other income (expense)
    
    
    (386,343
    )
    
    
    854,568Income (loss) before income taxes
    
    
    (81,635
    )
    
    
    800,245Income tax expense (benefit)
    
    
    (35,991
    )
    
    
    71,400Net income (loss)
    
    
    (45,644
    )
    
    
    728,845Less income allocable as preferred
stock dividends
    
    
    79,588
    
    
    
    Income (loss) available
to common stockholders
    
    $
    (125,232
    )
    
    $
    728,845Weighted average shares outstanding:Basic
    
    
    3,823,916
    
    
    
    3,674,326Diluted
    
    
    5,124,861
    
    
    
    4,224,289Net income (loss) per common share:Basic
    
    $
    (0.03
    )
    
    $
    0.20Diluted
    
    $
    (0.01
    )
    
    $
    0.17
 6
    Table of Contents   
 Nine Months Ended December 31,2006
    
    
    2005Cash Flows From Operating Activities:Net income (loss)
    
    $
    (45,644
    )
    
    $
    728,845Adjustments to reconcile net income
(loss)
to net cash provided by (used in)
operating activities:Depreciation and amortization
    
    
    727,433
    
    
    
    648,913Deferred taxes
    
    
    
    
    
    
    341,000Life insurance proceeds and deposits
    
    
    276,008
    
    
    
    (668,166
    )Net value of property and equipment
written off
    
    
    
    
    
    
    1,263Compensation expense from stock
options
    
    
    12,164
    
    
    
    Changes in operating assets and
liabilities:Accounts receivable
    
    
    (181,823
    )
    
    
    (603,990
    )Inventories
    
    
    (640,969
    )
    
    
    36,230Refundable income taxes
    
    
    17,694
    
    
    
    (275,213
    )Other assets
    
    
    (29,033
    )
    
    
    18,674Accounts payable
    
    
    1,201,959
    
    
    
    (788,467
    )Accrued expenses
    
    
    (198,081
    )
    
    
    42,087Income taxes payable
    
    
    (20,240
    )
    
    
    151,050Net cash provided by (used in)
operating activities
    
    
    1,119,468
    
    
    
    (367,774
    )Cash Flows From Investing Activities:Purchase of equipment and improvements
    
    
    (501,072
    )
    
    
    (2,222,283
    )Net cash used in investing activities
    
    
    (501,072
    )
    
    
    (2,222,283
    )Cash Flows From Financing Activities:Line of credit  net
    
    
    (874,422
    )
    
    
    1,292,270Proceeds from long-term debt
    
    
    250,818
    
    
    
    2,363,617Payments on long-term debt
    
    
    (839,647
    )
    
    
    (760,388
    )Capitalized cost of financing
    
    
    
    
    
    
    7,750Proceeds from the exercise of
stock options
    
    
    11,200
    
    
    
    13,430Net cash provided by (used in)
financing activities
    
    
    (1,452,051
    )
    
    
    2,916,679Net increase (decrease) in cash
    
    
    (833,655
    )
    
    
    326,622Cash  beginning of period
    
    
    833,655
    
    
    
    Cash  end of period
    
    $
    
    
    
    $
    326,622
 7
    Table of Contents    Nine Months Ended December 31,2006
    
    
    2005Supplemental Disclosures Of Cash
Flow Information:Cash paid for:Interest
    
    $
    403,081
    
    
    $
    366,443Income taxes
    
    
    (33,445
    )
    
    
    5,350Non-cash transactions:Declaration of stock dividends
on Preferred Stock (36,337 shares)
    
    
    81,758
    
    
    
    
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December 31,
    
    
    March 31,2006
    
    
    2006Fresh and frozen raw materials
    
    $
    730,710
    
    
    $
    509,947Frozen work in process
    
    
    236,626
    
    
    
    188,343Frozen and packaged finished goods
    
    
    889,736
    
    
    
    520,641Packaging and supplies
    
    
    352,431
    
    
    
    349,603Inventory reserve
    
    
    (25,000
    )
    
    
    (25,000
    )Total inventories
    
    $
    2,184,503
    
    
    $
    1,543,534
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December 31,
    
    
    March 31,2006
    
    
    2006Land
    
    $
    114,485
    
    
    $
    114,485Building and improvements
    
    
    10,294,776
    
    
    
    10,198,773Machinery and equipment
    
    
    3,678,808
    
    
    
    3,311,177Furniture and fixtures
    
    
    198,596
    
    
    
    161,68914,286,665
    
    
    
    13,786,124Less accumulated depreciation
    
    
    (2,294,451
    )
    
    
    (1,574,844
    )Total property and equipment
    
    $
    11,992,214
    
    
    $
    12,211,280
 
 December 31,
    
    
    March 31,2006
    
    
    2006Deposit held by State of Ohio
    
    $
    319,992
    
    
    $
    184,425Current deferred taxes
    
    
    56,000
    
    
    
    56,000Prepaid insurance
    
    
    38,335
    
    
    
    10,487Interest rate swap
    
    
    11,000
    
    
    
    18,000Other
    
    
    45,259
    
    
    
    15,403Total
    
    $
    470,586
    
    
    $
    284,315
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December 31,
    
    
    March 31,2006
    
    
    2006Capital leases and loans for
the purchase of equipment:Capital leases of equipment
    
    $
    490,670
    
    
    $
    383,418Capital leases of equipment,
in default
    
    
    97,838
    
    
    
    186,792Loans payable, in default
    
    
    40,656
    
    
    
    229,088Capital leases and loans for
the purchase of land and buildings:Capital lease of land
    
    
    46,820
    
    
    
    60,372ODOD loan, in default
    
    
    3,737,500
    
    
    
    3,850,000Unsecured borrowings:Loan payable
    
    
    55,816
    
    
    
    94,831Note payable to Mrs. Alice Tsao, a
related party, in default
    
    
    50,000
    
    
    
    120,000KeyBank financing:Term loan, in default
    
    
    1,749,933
    
    
    
    1,988,561Revolver loan, in default
    
    
    1,625,578
    
    
    
    2,500,000Short-term loan, in default
    
    
    55,000
    
    
    
    Total debt
    
    
    7,949,811
    
    
    
    9,413,062Less current portion
    
    
    (7,527,110
    )
    
    
    (9,029,071
    )Long-term debt
    
    $
    422,701
    
    
    $
    383,991
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December 31,
    
    
    March 31,2006
    
    
    2006Payroll and related accruals
    
    $
    137,438
    
    
    $
    312,692Interest
    
    
    57,183
    
    
    
    61,206Property taxes
    
    
    63,282
    
    
    
    81,907Other
    
    
    
    
    
    
    179Total
    
    $
    257,903
    
    
    $
    455,984
 
 
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Three months ended
    
    
    Nine months endedDec. 31, 2005
    
    
    Dec. 31, 2005Net income (loss) available to common
stockholders, as reported
    
    $
    557,953
    
    
    $
    728,845Total stock-based compensation
expense determined under fair
value based methods for all
awards, net of tax benefit
    
    
    13,758
    
    
    
    41,274Net income (loss) available to common
stockholders, as adjusted
    
    $
    544,195
    
    
    $
    687,571Basic earnings per share:As reported
    
    $
    0.15
    
    
    $
    0.20As adjusted
    
    
    0.15
    
    
    
    0.19Diluted earnings per share:As reported
    
    $
    0.13
    
    
    $
    0.17As adjusted
    
    
    0.13
    
    
    
    0.16
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Weighted AverageOptions
    
    
    Exercise PriceBalance outstanding at March 31, 2005
    
    
    404,800
    
    
    $
    0.83Issued
    
    
    
    
    
    
    Exercised
    
    
    (63,350
    )
    
    $
    0.36Cancelled or expired
    
    
    (39,250
    )
    
    $
    2.31Balance outstanding at March 31, 2006
    
    
    302,200
    
    
    $
    0.74Issued
    
    
    
    
    
    
    Exercised
    
    
    (20,000
    )
    
    $
    0.56Cancelled or expired
    
    
    (10,000
    )
    
    $
    0.56Balance outstanding at Dec. 31, 2006
    
    
    272,200
    
    
    $
    0.76Exercisable March 31, 2005
    
    
    271,133
    
    
    $
    0.62Exercisable March 31, 2006
    
    
    255,450
    
    
    $
    0.70Exercisable December 31, 2006
    
    
    268,867
    
    
    $
    0.72
  Weighted AverageOptions
    
    
    Exercise PriceBalance outstanding at March 31, 2005
    
    
    386,666
    
    
    $
    0.58Issued
    
    
    
    
    
    
    Exercised
    
    
    (126,000
    )
    
    $
    0.41Cancelled or expired
    
    
    
    
    
    
    Balance outstanding at March 31, 2006
and at December 31, 2006
    
    
    260,666
    
    
    $
    0.67Exercisable March 31, 2005
    
    
    386,666
    
    
    $
    0.58Exercisable March 31, 2006
    
    
    260,666
    
    
    $
    0.67Exercisable December 31, 2006
    
    
    260,666
    
    
    $
    0.67
  
  To Barron Partners LP
    
    294,117 warrants at $2.25 per shareTo Barron Partners LP
    
    294,117 warrants at $3.00 per shareTo three consultants
    
    30,000 warrants at $2.25 per share
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Three-month period ended December 31,2006
    
    
    2005Basic earnings per share:Numerator  income available
to common shareholders
    
    $
    10,283
    
    
    $
    557,953Denominator:Weighted average outstanding
Common Shares
    
    
    3,831,698
    
    
    
    3,690,848Basic earnings per share
    
    $
    0.00
    
    
    $
    0.15Diluted earnings per share:Numerator  net income
    
    $
    37,039
    
    
    $
    557,953Denominator:Weighted average outstanding
Common Shares
    
    
    3,831,698
    
    
    
    3,690,848Effect of dilutive options
    
    
    333,867
    
    
    
    538,415Dilutive Preferred Shares
    
    
    967,078
    
    
    
    Total shares in denominator
    
    
    5,132,643
    
    
    
    4,229,263Diluted earnings per share
    
    $
    0.01
    
    
    $
    0.13
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Nine-month period ended December 31,2006
    
    
    2005Basic earnings per share:Numerator  income (loss) available
to common shareholders
    
    $
    (125,232
    )
    
    $
    728,845Denominator:Weighted average outstanding
Common Shares
    
    
    3,823,916
    
    
    
    3,674,326Basic earnings (loss) per share
    
    $
    (0.03
    )
    
    $
    0.20Diluted earnings per share:Numerator  net income (loss)
    
    $
    (45,644
    )
    
    $
    728,845Denominator:Weighted average outstanding
Common Shares
    
    
    3,823,916
    
    
    
    3,674,326Effect of dilutive options
    
    
    333,867
    
    
    
    549,963Dilutive Preferred Shares
    
    
    967,078
    
    
    
    Total shares in denominator
    
    
    5,124,861
    
    
    
    4,224,289Diluted earnings (loss) per share
    
    $
    (0.01
    )
    
    $
    0.17
 
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Three months ended
    
    
    Nine months endedDec. 31, 06
    
    
    Dec. 31, 05
    
    
    Dec. 31, 06
    
    
    Dec. 31, 05Percentages of net sales:Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    (80.8
    )
    
    
    (76.3
    )
    
    
    (80.1
    )
    
    
    (80.4
    )Gross profit
    
    
    19.2
    
    
    
    23.7
    
    
    
    19.9
    
    
    
    19.6Selling, general, and
administrative expense
    
    
    (16.4
    )
    
    
    (17.7
    )
    
    
    (18.3
    )
    
    
    (19.9
    )Income (loss) from
operations
    
    
    2.8
    
    
    
    6.0
    
    
    
    1.6
    
    
    
    (0.3
    )Interest (expense)
    
    
    (2.0
    )
    
    
    (2.7
    )
    
    
    (2.2
    )
    
    
    (2.5
    )Other income, net
    
    
    0.1
    
    
    
    8.5
    
    
    
    0.2
    
    
    
    7.8Income tax credit (expense)
    
    
    (0.4
    )
    
    
    (2.6
    )
    
    
    0.2
    
    
    
    (0.5
    )Net income (loss)
    
    
    0.5
    %
    
    
    9.2
    %
    
    
    (0.2
    )%
    
    
    4.5
    %
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KAHIKI FOODS, INC.
(Registrant)/s/ Alan L. Hoover

Alan L. Hoover, President and Chief Executive Officer
Date: February 9, 2007/s/ Frederick A. Niebauer

Frederick A. Niebauer, Chief Financial Officer and Treasurer
Date: February 9, 2007
 34




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EXHIBIT
    
    DESCRIPTION OF EXHIBIT
    
    LOCATION3.1
    
    Amended and Restated Articles
of Incorporation of Registrant
    
    Incorporated herein by reference
to Exhibit 3.1 of Registration
Statement on Form SB-2
(Registration No. 333-126268)3.2
    
    Code of Regulations of the
Registrant
    
    Incorporated herein by reference
to Exhibit 3.2 of Registration
Statement on Form SB-2
(Registration No. 333-113925)4.1
    
    Specimen Common Share
Certificate
    
    Incorporated herein by reference
to Exhibit 4.1 of Registration
Statement on Form SB-2
(Registration No. 333-113925)4.2
    
    $2.25 Common Share Purchase
Warrant
    
    Incorporated herein by reference
to Exhibit 4.2 of Registration
Statement on Form SB-2
(Registration No. 333-113925)4.3
    
    $3.00 Common Share Purchase
Warrant
    
    Incorporated herein by reference
to Exhibit 4.3 of Registration
Statement on Form SB-2
(Registration No. 333-113925)4.4*
    
    2001 Non-Qualified and
Incentive Stock Option Plan
of Registrant
    
    Incorporated herein by reference
to Exhibit 4.5 of Registration
Statement on Form SB-2
(Registration No. 333-113925)4.7
    
    Specimen Series A Preferred
Share Certificate
    
    Incorporated herein by reference
to Exhibit 4.7 of Report on Form
10-KSB for the fiscal year ended
March 31, 2006 filed on
July 14, 200610.1
    
    Loan Agreement between
Registrant and The Director
of Development of Ohio dated
as of December 1, 2002
    
    Incorporated herein by reference
to Exhibit 10.2 of Registration
Statement on Form SB-2
(Registration No. 333-113925)10.2
    
    Convertible Note Purchase
Agreement between Registrant
and Townsends, Inc. dated
December 21, 2004
    
    Incorporated herein by reference
to Exhibit 10.1 of Report on
Form 8-K filed on December 28,
200410.3
    
    Convertible Promissory Note of
Registrant to Townsends, Inc.
dated December 21, 2004
2004
    
    Incorporated herein by reference
to Exhibit 10.2 of Report on
Form 8-K filed on December 28,
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##### Table of Contents



10.4
    
    Convertible Promissory Note of
Registrant to Townsends, Inc.
dated June 3, 2005
    
    Incorporated herein by reference
to Exhibit 10.2 of Report on
Form 8-K filed on June 9, 200510.5
    
    Registration Rights Agreement
between Registrant and
Townsends, Inc. dated
December 21, 2004
    
    Incorporated herein by reference
to Exhibit 10.3 of Report on Form
8-K filed on December 28, 200410.6
    
    Supply Agreement between
Registrant and Townsends, Inc.
dated December 21, 2004
    
    Incorporated herein by reference
to Exhibit 10.4 of Report on Form
8-K filed on December 28, 200410.7
    
    Co-Pack and Storage Agreement
between Registrant and
Townsends, Inc. dated
December 21, 2004
    
    Incorporated herein by reference
to Exhibit 10.5 of Report on Form
8-K filed on December 28, 200410.8
    
    Term Promissory Note of
Registrant to KeyBank
National Association dated
December 17, 2004
    
    Incorporated herein by reference
to Exhibit 10.6 of Report on Form
8-K filed on December 28, 200410.9
    
    Subordinated Promissory Note
to Alice Tsao dated
August 19, 2003
    
    Incorporated herein by reference
to Exhibit 10.9 of Report on Form
10-KSB/A for the fiscal year
ended March 31, 2005 filed on
March 30, 200610.10*
    
    Employment Agreement with
Alan L. Hoover
    
    Incorporated herein by reference
to Exhibit 10.10 of Report on
Form 10-KSB for the fiscal year
ended March 31, 2006 filed on
July 14, 200610.11
    
    Registration Rights Agreement
between Registrant and
Barron Partners LP, dated
February 27, 2004
    
    Incorporated herein by reference
to Exhibit 10.11 of Report on
Form 10-KSB for the fiscal year
ended March 31, 2006 filed on
July 14, 200610.12
    
    Promissory Note of
Registrant to KeyBank
National Association dated
June 1, 2004 (revolver)
    
    Incorporated herein by reference
to Exhibit 10.12 of Report on
Form 10-KSB for the fiscal year
ended March 31, 2006 filed on
July 14, 200610.13
    
    Business Loan Agreement
(Asset Based) between
Registrant and KeyBank
National Association dated
June 1, 2004 (revolver)
    
    Incorporated herein by reference
to Exhibit 10.13 of Report on
Form 10-KSB for the fiscal year
ended March 31, 2006 filed on
July 14, 2006
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##### Table of Contents



10.14
    
    Addendum to Business Loan
Agreement (Asset Based)
between Registrant and KeyBank
National Association dated
June 1, 2004 (revolver)
    
    Incorporated herein by reference
to Exhibit 10.12 of Report on
Form 10-KSB for the fiscal year
ended March 31, 2006 filed on
July 14, 200614.1
    
    Code of Ethics
    
    Incorporated herein by reference
to Exhibit 14.1 of Report on Form
10-KSB for the fiscal year ended
March 31, 2005 filed on June 21,
2005.16.1
    
    Letter on change in accountant
    
    Incorporated herein by reference
to Exhibit 16.1 of Report on Form
8-K filed on December 28, 200431.1
    
    Certification of the Chief
Executive Officer Pursuant to
Section 302 of the Sarbanes-
Oxley Act of 2002
    
    Included herein31.2
    
    Certification of the Chief
Financial Officer Pursuant to
Section 302 of the Sarbanes-
Oxley Act of 2002
    
    Included herein32
    
    Certification of the Chief
Executive Officer and Chief
Financial Officer pursuant to
Rule 15d-14(b) and Section 1350
of Chapter 63 of Title 18 of the
United States Code, as adopted
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    Included herein
 
 37