UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





Form
10-Q





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





For
the quarterly period ended March 31,
2009





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




Commission
file number 333-149804




ALCANTARA
BRANDS CORPORATION


(Exact
name of registrant as specified in its charter)





Nevada
            
            26-2137574(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)





3753
      Howard Hughes Parkway, Suite 200Las
      Vegas, Nevada
            
            89119(Address
      of principal executive offices)
            
            (Zip
      Code)





(702)
425-5758


(Registrant’s
telephone number, including area code)





Copies of
Communication to:


Stoecklein
Law Group


Emerald
Plaza


402 West
Broadway


Suite
690


San
Diego, CA 92101


(619)
704-1310


Fax (619)
704-0556





Indicate
by check mark whether the issuer (1) 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 definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange
Act.





Large
      accelerated filer   ̈
            Accelerated
      filer   ̈Non-accelerated
      filer   ̈
      (Do not check if a smaller reporting company)
            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  x     No   ̈





The
number of shares of Common Stock, $0.001 par value, outstanding on May 11, 2009,
was 14,000,000 shares.












PART
I – FINANCIAL INFORMATION





Item
1. Financial Statements.





ALCANTARA
      BRANDS CORPORATION(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETSMarch
      31,
            
            
            December
      31,2009
            
            
            2008(unaudited)
            
            
            (audited)ASSETSCurrent
      assets:Cash
            
            $
            878
            
            
            $
            10,533Total
      current assets
            
            
            878
            
            
            
            10,533Total
      assets
            
            $
            878
            
            
            $
            10,533LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable
            
            
            8,066
            
            
            
            5,566Accounts
      payable - related party
            
            
            19,730
            
            
            
            12,931Total
      current liabilities
            
            
            27,796
            
            
            
            18,497Total
      liabilities
            
            
            27,796
            
            
            
            18,497Stockholders'
      equity:Preferred
      stock, $0.001 par value, 10,000,000 sharesauthorized,
      no shares issued and outstandingas
      of March 31, 2009 and December 31, 2008
            
            
            -
            
            
            
            -Common
      stock, $0.001 par value, 100,000,000 sharesauthorized,
      14,332,030 and 14,000,000 shares issued and outstandingas
      of March 31, 2009 and December 31, 2008, respectively
            
            
            14,332
            
            
            
            14,000Additional
      paid-in capital
            
            
            139,168
            
            
            
            53,500Subscriptions
      (receivable)
            
            
            (500
            )
            
            
            (500
            )(Deficit)
      accumulated during development stage
            
            
            (179,918
            )
            
            
            (74,964
            )Total
      stockholders' equity
            
            
            (26,918
            )
            
            
            (7,964
            )Total
      liabilities and stockholders' equity
            
            $
            878
            
            
            $
            10,533





See
Accompanying Notes to Financial Statements.








1


ALCANTARA
      BRANDS CORPORATION(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF OPERATIONS(UNAUDITED)For
      thethree
      months
            
            
            March
      7, 2008
            
            
            March
      7, 2008ended
            
            
            (inception)
      to
            
            
            (inception)
      toMarch
      31, 2009
            
            
            March
      31, 2008
            
            
            March
      31, 2009Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -Cost
      of goods sold
            
            
            -
            
            
            
            -
            
            
            
            -Gross
      profit
            
            
            -
            
            
            
            -
            
            
            
            -Operating
      expenses:General
      and administrative
            
            
            670
            
            
            
            -
            
            
            
            4,988Product
      development - related party
            
            
            91,484
            
            
            
            -
            
            
            
            121,959Professional
      fees
            
            
            6,000
            
            
            
            2,500
            
            
            
            27,783Professional
      fees - related party
            
            
            6,800
            
            
            
            10,000
            
            
            
            25,188Total
      operating expenses
            
            
            104,954
            
            
            
            12,500
            
            
            
            179,918(Loss)
      before provision for income taxes
            
            
            (104,954
            )
            
            
            (12,500
            )
            
            
            (179,918
            )Provision
      for income taxes
            
            
            -
            
            
            
            -
            
            
            
            -Net
      (loss)
            
            $
            (104,954
            )
            
            $
            (12,500
            )
            
            $
            (179,918
            )Weighted
      average number of common shares
            
            
            14,033,203
            
            
            
            8,220,000outstanding
      - basic and fully dilutedNet
      (loss) per share - basic and fully diluted
            
            $
            (0.01
            )
            
            $
            (0.00
            )








See
Accompanying Notes to Financial Statements.








2


ALCANTARA
      BRANDS CORPORATION(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF CASH FLOWS(UNAUDITED)For
      thethree
      months
            
            
            March
      7, 2008
            
            
            March
      7, 2008ended
            
            
            (inception)
      to
            
            
            (inception)
      toMarch
      31, 2009
            
            
            March
      31, 2008
            
            
            March
      31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (loss)
            
            $
            (104,954
            )
            
            $
            (12,500
            )
            
            $
            (179,918
            )Adjustments
      to reconcile net (loss)to
      net cash used in operating activities:Shares
      issued for services
            
            
            -
            
            
            
            10,000
            
            
            
            10,000Changes
      in operating assets and liabilities:Increase
      in accounts payable
            
            
            2,500
            
            
            
            -
            
            
            
            8,066Increase
      in accounts payable - related party
            
            
            6,799
            
            
            
            -
            
            
            
            19,730Net
      cash (used) in operating activities
            
            
            (95,655
            )
            
            
            (2,500
            )
            
            
            (142,122
            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sale of common stock, net of offering costs
            
            
            85,000
            
            
            
            7,500
            
            
            
            142,000Donated
      capital
            
            
            1,000
            
            
            
            -
            
            
            
            1,000Net
      cash (used) provided by financing activities
            
            
            86,000
            
            
            
            7,500
            
            
            
            143,000NET
      CHANGE IN CASH
            
            
            (9,655
            )
            
            
            5,000
            
            
            
            878CASH
      AT BEGINNING OF YEAR
            
            
            10,533
            
            
            
            -
            
            
            
            -CASH
      AT END OF YEAR
            
            $
            878
            
            
            $
            5,000
            
            
            $
            878SUPPLEMENTAL
      INFORMATION:Interest
      paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      taxes paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Non-cash
      activities:Number
      of shares issued for services
            
            
            -
            
            
            
            100,000
            
            
            
            100,000








See
Accompanying Notes to Financial Statements.








3
 ALCANTARA
BRANDS CORPORATION
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS


Note
1 – Basis of Presentation




The
condensed interim financial statements included herein, presented in accordance
with United States generally accepted accounting principles and stated in US
dollars, have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance 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
statements reflect all adjustments, consisting of normal recurring adjustments,
which in the opinion of management, are necessary for fair presentation of the
information contained therein. It is suggested that these condensed interim
financial statements be read in conjunction with the financial statements of the
Company for the year ended December 31, 2008 and notes thereto included in the
Company’s 10-K filed on  April 15, 2009. The Company follows the same
accounting policies in the preparation of interim reports.




Results
of operations for the interim period are not indicative of annual
results.





Note
2 – Going Concern





The
Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  However, the Company has not commenced its planned
principal operations and it has not generated significant
revenues.  As shown on the accompanying financial statements, the
Company has incurred a net loss of $179,918 for the period from March 7, 2008
(inception) to March 31, 2009.  These conditions raise substantial
doubt about the Company’s ability to continue as a going concern.





The
future of the Company is dependent upon its ability to obtain financing and upon
future profitable operations from the development of its business
opportunities.





In order
to obtain the necessary capital, the Company will seek equity and/or debt
financing.  If the financing does not provide sufficient capital,
shareholders of the Company have agreed to provide sufficient funds as a loan
over the next twelve-month period.  However, the Company is dependent
upon its ability to secure equity and/or debt financing and there are no
assurances that the Company will be successful.  Without sufficient
financing, it is unlikely for the Company to continue as a going
concern.


4
 ALCANTARA
BRANDS CORPORATION
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS





Note
3 – Recent Accounting Pronouncements





In
September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, “Accounting for
Transfers and Servicing of Financial  Assets and  Extinguishments of
Liabilities,” and  FASB  Interpretation 46 (revised December 2003),
“Consolidation of  Variable  Interest Entities − an
interpretation of ARB  No. 51,” as well as other
modifications.  While the proposed revised pronouncements have not
been finalized and the proposals are subject to further public comment, the
Company anticipates the changes will not have a significant impact on the
Company’s financial statements.  The changes would be effective March
1, 2010, on a prospective basis.





In
October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS
157-3”), which clarifies application of SFAS 157 in a market that is not
active.  FSP FAS 157-3 was effective upon issuance, including prior
periods for which financial statements have not been issued.  The
adoption of FSP FAS 157-3 had no impact on the Company’s results of operations,
financial condition or cash flows.





Note
3 – Recent Accounting Pronouncements (continued)





In
December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures
by Public Entities (Enterprises) about Transfers of Financial Assets and
Interests in Variable Interest Entities.”  This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise’s
involvement with variable interest entities, including qualifying
special-purpose entities.  This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged.  The Company adopted this FSP
effective January 1, 2009.  The adoption of the FSP had no impact
on the Company’s results of operations, financial condition or cash
flows.





In
December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures
about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”).  FSP
FAS 132(R)-1 requires additional fair value disclosures about employers’ pension
and postretirement benefit plan assets consistent with guidance contained in
SFAS 157.  Specifically, employers will be required to disclose
information about how investment allocation decisions are made, the fair value
of each major category of plan assets and information about the inputs and
valuation techniques used to develop the fair value measurements of plan assets.
This FSP is effective for fiscal years ending after December 15,
2009.  The Company does not expect the adoption of FSP FAS 132(R)-1
will have a material impact on its financial condition or results of
operation.


5
 ALCANTARA
BRANDS CORPORATION
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS





In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS
157-4”).  FSP FAS 157-4 provides guidance on estimating fair value
when market activity has decreased and on identifying transactions that are not
orderly.  Additionally, entities are required to disclose in interim
and annual periods the inputs and valuation techniques used to measure fair
value.  This FSP is effective for interim and annual periods ending
after June 15, 2009.  The Company does not expect the adoption of FSP
FAS 157-4 will have a material impact on its financial condition or results of
operation.





Note
4 – Reclassification





Certain
reclassifications have been made to the prior years’ financial statements to
conform to the current year presentation. These reclassifications had no effect
on previously reported results of operations or retained earnings.





Note
5 – Stockholders’ Equity




The
Company is authorized to issue 10,000,000 shares of it $0.001 par value
preferred stock and 100,000,000 shares of its $0.001 par value common
stock.  On May 11, 2009, the Company effected a 10-for-1 forward stock
split of its $0.001 par value common stock.





All share
and per share amounts have been retroactively restated to reflect the splits
discussed below.





Common
Stock





On March
4, 2009, the Company received donated capital of $1,000.





On March
23, 2009, the Company issued 332,030 shares of common stock to an investor for
cash of $85,000.  As of the date of this filing, the shares were not
issued by the transfer agent and is pending issuance.





As of
March 31, 2009, there have been no other issuances of common stock.




Note
6 – Warrants and Options





As of
March 31, 2009, there were no warrants or options outstanding to acquire any
additional shares of common stock.


6
 ALCANTARA
BRANDS CORPORATION
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS





Note
7 – Agreements





On
December 22, 2008, the Company entered into a letter of intent (the “LOI”) with
KCA International (“KCA”), an Ohio Limited Liability Company, who is in the
business of selling food products to domestic and international buyers, and has
expertise in selling raw materials such as food products, as well as negotiating
favorable terms with buyers of such materials.  The LOI is in respect
to the marketing and sale by KCA of food stuffs and raw materials sourced by the
Company (“Bulk Food Sales”) and to serve as the framework for a definitive
Distribution and Consulting Agreement concerning the same
(“Agreement”).





The term
of the Agreement will be limited to cover: a) Twelve (12) months from the date
of execution with automatic renewal for an additional 12 months unless cancelled
by either party; and, b) One Hundred Million Dollars ($100,000,000) in gross
revenue generated directly from KCA’s efforts.





The LOI
reflects the present intentions of the parties and is subject to execution of a
definitive agreement.





As of May
18, 2009, the Company has not entered into a definitive and/or binding agreement
for the LOI mentioned above.





On March
1, 2009, the Company executed a three month lease for an executive office
located at 3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV and is subject
to automatic renewals.  The monthly rent for this office is
$104.





Note
8 – Subsequent Events





In April
2009, the Company sold 546,880 shares of common stock and raised a total of
$129,532 in cash from two investors.





On May
11, 2009, the Company effected a 10-for-1 forward stock split of its $0.001 par
value common stock.





On May
11, 2009, the Company entered into a letter of intent (the “LOI”) with Chalaco
Loreto SAC (“Loreto”), an Peruvian Company, who is in the business to operate
multiple wood resource operations in Peru.  The Company plans to
acquire 99% of Loreto via a share exchange.





The LOI
reflects the present intentions of the parties and is subject to execution of a
definitive agreement.





As of May
18, 2009, the Company has not entered into a definitive and/or binding agreement
for the LOI mentioned above.





7


FORWARD-LOOKING
STATEMENTS





This
document contains forward-looking statements. All statements other than
statements of historical fact are “forward-looking statements” for purposes of
federal and state securities laws, including, but not limited to, any
projections of earnings, revenue or other financial items; any statements of the
plans, strategies and objections of management for future operations; any
statements concerning proposed new services or developments; any statements
regarding future economic conditions or performance; any statements or belief;
and any statements of assumptions underlying any of the foregoing.





Forward-looking
statements may include the words “may,” “could,” “estimate,” “intend,”
“continue,” “believe,” “expect” or “anticipate” or other similar
words.  These forward-looking statements present our estimates and
assumptions only as of the date of this report.  Except for our
ongoing securities laws, we do not intend, and undertake no obligation, to
update any forward-looking statement. Additionally, the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995 most likely do not apply
to our forward-looking statements as a result of being a penny stock issuer. You
should, however, consult further disclosures we make in future filings of our
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K.





Although
we believe the expectations reflected in any of our forward-looking statements
are reasonable, actual results could differ materially from those projected or
assumed in any of our forward-looking statements.  Our future
financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and
uncertainties.  The factors impacting these risks and uncertainties
include, but are not limited to:





o
            our
      ability to diversify our
operations;


o
            our
      ability to implement our business plan of developing a line of flavorings,
      seasonings, and condiments to be sold in local grocery
    stores;


o
            inability
      to raise additional financing for working
  capital;


o
            the
      fact that our accounting policies and methods are fundamental to how we
      report our financial condition and results of operations, and they may
      require management to make estimates about matters that are inherently
      uncertain;


o
            our
      ability to attract key personnel;


o
            our
      ability to operate profitably;


o
            deterioration
      in general or regional economic
conditions;


o
            changes
      in U.S. GAAP or in the legal, regulatory and legislative environments in
      the markets in which we operate;


o
            adverse
      state or federal legislation or regulation that increases the costs of
      compliance, or adverse findings by a regulator with respect to existing
      operations;


o
            inability
      to achieve future sales levels or other operating
  results;


o
            the
      inability of management to effectively implement our strategies and
      business plans;


o
            the
      unavailability of funds for capital expenditures;
  and


o
            other
      risks and uncertainties detailed in this
report.





8


For a
detailed description of these and other factors that could cause actual results
to differ materially from those expressed in any forward-looking statement,
please see Item 1A. Risk Factors in this document.




Item
2. Plan of Operation.





References
in the following discussion and throughout this quarterly report to “we”, “our”,
“us”, “Alcantara”, “the Company”, and similar terms refer to Alcantara Brands
Corporation unless otherwise expressly stated or the context otherwise
requires





Business Development
Summary





Throughout
this filing all references to shares have been restated to reflect a 10:1
forward stock split enacted on May 11, 2009.





Alcantara
Brands is a development stage company incorporated in the State of Nevada in
March of 2008. We intend to introduce a new line of food products to the grocery
industry. We are developing a line of flavorings, seasonings, and condiments
designed to make everyday in-home prepared meals taste better. Made with
Peruvian peppers, the Alcantara Brands are intended to transform routine in-home
prepared foods into exciting meals. Our President, Carlos Alcantara, the founder
of Alcantara Brands comes from Callao, Peru, which is the basis for our Peruvian
brand of products being developed by us.





Since our
inception on March 7, 2008 through March 31, 2009, we have not generated any
revenues and have incurred a net loss of $179,918.  We anticipate the
commencement of generating revenues in the next twelve months, of which we can
provide no assurance.  The capital raised in our offering has been
budgeted to cover the costs associated with the offering, travel expenses,
working capital, and covering various filing fees and transfer agent
fees.  We believe that our lack of significant expenses and our
ability to commence purchasing and importing products from Peru will generate
revenues sufficient to support the limited costs associated with our initial
ongoing operations for the next twelve months.  There can be no
assurance that the actual expenses incurred will not materially exceed our
estimates or that cash flows from product imports will be adequate to maintain
our business.  As a result, our independent auditors have expressed
substantial doubt about our ability to continue as a going concern in the
independent auditors’ report to the financial statements.





On May1,
2009, the Board of Directors approved a ten for one forward stock split (the
“Forward Split”) of the Company’s common stock, par value $0.001 per
share.  The effective date of the forward split was May 11,
2009.  Pursuant to the forward split, holders of the Company’s common
stock were deemed to hold ten (10) post-split shares of the Company’s common
stock for ever one (1) share of the Company’s issued and outstanding common
stock as classified immediately prior to the close of business on May 11,
2009.  No fractional shares of the Company’s common stock were issued
in connection with the forward split.


9





As a
result of our lack of revenue generation, we are seeking out other business
opportunities in an effort to substantiate stockholder value. We can provide no
assurance that we will be able to locate compatible business opportunities. As
of March 31, 2009, we have been in preliminary discussions with private
companies interested in a potential merger with us. As of the date of this
filing, there have been no definitive agreements reached with any company. If
and when we enter into a definitive agreement with any company, we will file a
current report on Form 8-K.





Recent
Developments





On
December 22, 2008, we entered into a letter of intent (the “LOI”) with KCA
International (“KCA”), an Ohio Limited Liability Company, who is in the business
of selling food products to domestic and international buyers, and has expertise
in selling raw materials such as food products, as well as negotiating favorable
terms with buyers of such materials.  The LOI is in respect to the
marketing and sale by KCA of food stuffs and raw materials sourced by the
Company (“Bulk Food Sales”) and to serve as the framework for a definitive
Distribution and Consulting Agreement concerning the same
(“Agreement”).





The term of the Agreement will be
limited to cover: a) Twelve (12) months from the date of execution with
automatic renewal for an additional 12 months unless cancelled by either party;
and, b) One Hundred Million Dollars ($100,000,000) in gross revenue generated
directly from KCA’s efforts.





The LOI
reflects the present intentions of the parties and is subject to execution of a
definitive agreement.





As of the
date hereof, the Company has not entered into a definitive and/or binding
agreement for the LOI mentioned above. When any such agreement is reached the
Company will file notice of such agreement or facts with the Securities and
Exchange Commission on Form 8-K.





Introduction
to OurProduct
Line





Our
productis
intended to be a line of flavorings, seasonings, and condiments designed to make
everyday in-home prepared meals taste better. Ourproduct
line will leverage the more intense and ethnic flavor trends, with a healthier
option by the fact that their flavor will not require the added baggage of extra
fat, sugar or salt, which are commonly used in other products to generate
flavor.  The productline
is being designed and developed for the North American palate and lifestyle, and
is intended to be introduced into the mainstream food market.  It will
provide an easy, convenient way to bring spice to meals, with a touch of heat.
 The line promises to add sales for retailers, through the introduction of
a new grocery category (seasoning pastes), and distinctive, unique flavors (the
Peruvian peppers) to established condiment categories.  The Company
expects these products will appeal to the fast-growing consumer segments:
consumers who like hot and spicy foods, and those looking for more ethnic
offerings.


10





There are
many important factors having a significant impact on grocery food categories
sales: long-term, perennial trends, such as convenience and health, as well as
more recent growth of more intense flavor options, and ethnic/regional cuisine.
These factors are reflected in the proliferation of Mexican sauces, which now
outsell that ubiquitous American staple, tomato ketchup, and new trends such as
flavored mayonnaises, hot and spicy ketchups and meat sauces, and similar
products. Increased grilling and other healthier food preparation techniques
have also driven recent rapid growth trends for marinades and dipping sauces. We
intend for Supermarkets to use the Company’s high-margin product line to build
up their specialty food offering, differentiating themselves from mass
merchandisers. The product line ofseasoning
pastes do not replace other products, but are used in addition to them,
representing an opportunity for retailers to build category growth.





Peruvian
Culinary Tradition and OurProduct
Background





The
latest trend to hit the U.S. is the fabulous cuisine of Peru, which is reputedly
the best in South America, and one of the top three in the world (with French
and Chinese cuisine). Peruvian cuisine is known not only for its exquisite
taste, but also for its variety and ability to incorporate the influence from
different times and cultures. The culinary history of the Peruvian food dates
back to the Incas and pre-Incas with its maize, potatoes, and spices that later
was influenced by the arrival of the Spanish colonists, and throughout the years
it incorporated the demands of the different migrations and mestizajes. Such groups
included Chinese, European, African, and Japanese immigrants. The mestizajesresulting from
immigration, combined with the diversity of unique ingredients, is a key factor
in making the local cuisine so distinctive.





The most
important seasoning used to prepare meals during Pre-Hispanic times was what
today is known as aji,
which even today is omnipresent in Peruvian food. Ajiis a hot pepper
considered the soul of Peruvian cooking by its chefs. There are dozens of
varieties in Peru. The seven Peruvian peppers used in our product line(i.e., Amarillo, Mirasol, Panca, Red Limo, Green
Limo, Rocoto,and Charapita) are all new to the
market, and are generally unavailable outside of Peru, except in the Company’s
products. Ourproduct
line will blend the diverse ingredients from Peru’s varied climates and
distinctive ecologies, ranging from the dry coastal planes to Andean foothill
valleys to the jungles of the Amazon.





Plan
of Operation





As
mentioned above, Alcantara Brands is developing a line of flavorings,
seasonings, and condiments designed to make everyday in-home prepared meals
taste better. Made with Peruvian peppers, the Alcantara Brands are intended to
transform routine in-home prepared foods into exciting meals.





Satisfaction of
our cash obligations for the next 12 months.Our plan of operation has
provided for us to: (i) develop a business plan, and (ii) establish a line of
products which can be produced in Peru, as soon as practical. We have
accomplished the goal of developing our business plan; however, we are in the
early stages of setting up an operational company capable of providing products
available for sale to the general public. We do not have sufficient cash to
enable us to development significant inventory, which is an integral part of our
operations.


11


Our plan
for satisfying our cash requirements for the next twelve months is through the
funds from our offering, third party financing, and/or traditional bank
financing.  We anticipate sales-generated income during that same
period of time, but do not anticipate generating sufficient amounts of revenues
to meet our working capital requirements. Consequently, we intend to make
appropriate plans to insure sources of additional capital in the future to fund
growth and expansion through additional equity or debt financing or credit
facilities.





Since
inception, we have financed cash flow requirements through the issuance of
common stock for cash and services. As we continue to expand operational
activities, we may continue to experience net negative cash flows from
operations, pending receipt of revenues from our services, and will be required
to obtain additional financing to fund operations through common stock offerings
and debt borrowings, giving consideration to loans and working diligently to
move sales ahead to the extent necessary to provide working
capital.




We
anticipate incurring operating losses over the majority of the next twelve
months. Our lack of operating history makes predictions of future operating
results difficult to ascertain. Our prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies in their
early stage of development. Such risks include, but are not limited to, an
evolving and unpredictable business model and the management of growth. To
address these risks we must, among other things, implement and successfully
execute our business and marketing strategy, continue to develop and upgrade
technology and products, respond to competitive developments, and continue to
attract, retain and motivate qualified personnel. There can be no assurance that
we will be successful in addressing such risks, and the failure to do so can
have a material adverse effect on our business prospects, financial condition
and results of operations.





As a
result of our cash requirements and our lack of revenues, we anticipate
continuing to issue stock in exchange for loans and/or equity financing, which
may have a substantial dilutive impact on our existing
stockholders.





Going
Concern




The
consolidated financial statements included in this filing have been prepared in
conformity with generally accepted accounting principles that contemplate the
continuance of Alcantara as a going concern. Alcantara may not have a sufficient
amount of cash required to pay all of the costs associated with operating and
marketing of its products. Management intends to use borrowings and security
sales to mitigate the effects of cash flow deficits, however no assurance can be
given that debt or equity financing, if and when required, will be available.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets and classification of
liabilities that might be necessary should Alcantara be unable to continue
existence.





Summary of any
product research and development that we will perform for the term of the plan.We do not anticipate performing any significant product research and
development under our plan of operation in the near future. In lieu of product
research and development we anticipate maintaining control over our current line
of products, to assist us in determining the allocation of our limited inventory
dollars.


12





Expected purchase
or sale of plant and significant equipment.We do not anticipate the
purchase or sale of any plant or significant equipment, as such items are not
required by us at this time or in the next 12 months.





Significant
changes in number of employees.The number of employees required to
operate our business is currently two part time individuals. After we complete
the current offering, have commenced our product development program and word of
mouth advertising, and at the end of the initial 12 month period, our plan of
operation anticipates our requiring additional capital to hire at least one full
time person.





Milestones:





As a result of our being a development
stage company with minimal amounts of equity capital initially available, we
have set our goals in three stages: (1) goals based upon the availability of our
initial funding of $7,500 (achieved); (2) goals based upon our funding of
$55,000 (achieved and goals being implemented); and (3) goals based upon or
funding additional equity and or debt in the approximate sum of $100,000 to
$200,000 (achieved in the quarter ended March 31, 2009 and goals being
implemented).





With the infusion of capital from our
direct public offering, we are implementing Stage II of our Plan of Operation.
We currently have insufficient capital to commence any significant inventory
development or importation. Although we are currently operational and we are
starting to place orders for the production of our line of food products, our
plan of operation is premised upon having inventory dollars available. We
believe that the inventory dollars allocated in the offering will assist us in
generating revenues. We have suffered start up losses and have a working capital
deficiency which raises substantial concern regarding our ability to continue as
a going concern. We believe that the proceeds of the offering will enable us to
maintain our operations and working capital requirements for at least the next
12 months, without taking into account any internally generated funds from
operations. As of March 31, 2009, we have successfully raised $280,000 to comply
with our business plan of operations for the next 12 months based on our capital
expenditure requirements.





Liquidity
and Capital Resources





Since
inception, we have financed our cash flow requirements through issuance of
common stock. As we expand our activities, we may, and most likely will,
continue to experience net negative cash flows from operations, pending receipt
of product sales. Additionally, we anticipate obtaining additional financing to
fund operations through common stock offerings, to the extent available, or to
obtain additional financing to the extent necessary to augment our working
capital. In the future we need to generate sufficient revenues from product
sales in order to eliminate or reduce the need to sell additional stock or
obtain additional loans.  There can be no assurance we will be
successful in raising the necessary funds to execute our business
plan.


13





We
anticipate that we will incur operating losses in the next twelve months. Our
lack of operating history, of approximately only a couple of months, makes
predictions of future operating results difficult to ascertain.  Our
prospects must be considered in light of the risks, expenses and difficulties
frequently encountered by companies in their early stage of development,
particularly companies in new and rapidly evolving markets. Such risks for us
include, but are not limited to, an evolving and unpredictable business model
and the management of growth. To address these risks, we must, among other
things, obtain a customer base, implement and successfully execute our business
and marketing strategy, continually develop our line of food products, respond
to competitive developments, and attract, retain and motivate qualified
personnel. There can be no assurance that we will be successful in addressing
such risks, and the failure to do so can have a material adverse effect on our
business prospects, financial condition and results of operations.





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.





Critical
Accounting Policies and Estimates





The
preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires us to
make estimates and judgments that affect our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our estimates and judgments on historical experience and on various
other assumptions we believe to be reasonable under the circumstances. Future
events, however, may differ markedly from our current expectations and
assumptions.





Recent Accounting
Pronouncements





In March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities", an amendment of SFAS No. 133. SFAS 161 applies to all
derivative instruments and non-derivative instruments that are designated and
qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and
related hedged items accounted for under SFAS 133. SFAS 161 requires entities to
provide greater transparency through additional disclosures about how and why an
entity uses derivative instruments, how derivative instruments and related
hedged items are accounted for under SFAS 133 and its related interpretations,
and how derivative instruments and related hedged items affect an entity's
financial position, results of operations, and cash flows. SFAS 161 is effective
as of the beginning of an entity's first fiscal year that begins after November
15, 2008. The Company does not expect that the adoption of SFAS 161 will have a
material impact on its financial condition or results of
operation.


14


In May 2008, the FASB issued SFAS No.
162, “The Hierarchy of Generally Accepted Accounting Principles.”  SFAS 162
will provide framework for selecting accounting principles to be used in
preparing financial statements that are presented in conformity with U.S.
generally accepted accounting principles (GAAP) for nongovernmental
entities.  SFAS 162 will be effective 60 days following the Securities and
Exchange Commission’s approval of the Public Company Accounting Oversight Board
(PCAOB) amendments to AU Section 411.  The Company does not expect the
adoption of SFAS 162 will have a material impact on its financial condition or
results of operation.




In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts – an interpretation of FASB Statement No. 60.”  SFAS
163 requires that an insurance enterprise recognize a claim liability prior to
an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation.  This
Statement also clarifies how Statement 60 applies to financial guarantee
insurance contracts, including the recognition and measurement to be used to
account for premium revenue and claim liabilities. Those clarifications will
increase comparability in financial reporting of financial guarantee insurance
contracts by insurance enterprises. This Statement requires expanded disclosures
about financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements.  SFAS 163 will be effective for financial
statements issued for fiscal years beginning after December 15, 2008.  The
Company does not expect the adoption of SFAS 163 will have a material impact on
its financial condition or results of operation.





In April 2008, the FASB issued Staff
Position FAS 142-3, “Determination of the Useful Life of
Intangible Assets” (“FSP FAS 142-3”) which amends the factors an entity
should consider in developing renewal or extension assumptions used to determine
the useful life of a recognized intangible asset under FAS No. 142, “Goodwill and Other Intangible
Assets” (“FAS No. 142”).  FSP FAS 142-3 applies to intangible assets
that are acquired individually or with a group of assets and intangible assets
acquired in both business combinations and asset acquisitions.  It removes
a provision under FAS No. 142, requiring an entity to consider whether a
contractual renewal or extension clause can be accomplished without substantial
cost or material modifications of the existing terms and conditions associated
with the asset.  Instead, FSP FAS 142-3 requires that an entity consider
its own experience in renewing similar arrangements.  An entity would
consider market participant assumptions regarding renewal if no such relevant
experience exists.  FSP FAS 142-3 is effective for year ends beginning
after December 15, 2008 with early adoption prohibited.  The Company does
not expect the adoption of FSP FAS 142-3 will have a material impact on its
financial condition or results of operation.




In June 2008, the FASB issued
FSP No. EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities”
(“FSP EITF 03-6-1”).  FSP EITF 03-6-1 concludes that unvested share-based
payment awards that contain rights to receive non-forfeitable dividends or
dividend equivalents are participating securities, and thus, should be included
in the two-class method of computing earnings per share (“EPS”).  FSP EITF
03-6-1 is effective for fiscal years beginning after December 15, 2008, and
interim periods within those years.  Early application of EITF 03-6-1 is
prohibited.  It also requires that all prior-period EPS data be adjusted
retrospectively.  The Company does not expect the adoption of EITF 03-6-1
will have a material impact on its financial condition or results of
operation.


15





Item
3. Quantitative and Qualitative Disclosure About Market Risk





This item in not applicable as we are
currently considered a smaller reporting company.





Item
4T. Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





We
maintain disclosure controls and procedures designed to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within the
specified time periods.  As of the end of the period covered by this
report, Carlos Alcantara, our President and Principal Accounting Officer
evaluated the effectiveness of our disclosure controls and procedures pursuant
to Exchange Act Rule 13a-15. Based on the evaluation, which disclosed no
significant deficiencies or material weaknesses, Mr. Alcantara, our President
and Principal Accounting Officer concluded that our disclosure controls and
procedures are effective in timely alerting him to material information required
to be included in our periodic SEC filings and in ensuring that information
required to be disclosed by us in the reports that we file or submit under the
Act is accumulated and communicated to our management, including our principal
executive officer ad principal accounting officer, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.





Changes
in Internal Control Over Financial Reporting





There
were no changes in our internal control over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or
reasonably likely to materially affect, our internal control over financial
reporting.





PART
II--OTHER INFORMATION





Item
1.                      
Legal Proceedings.





From time
to time, we may become involved in various lawsuits and legal proceedings which
arise in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. We are not presently a party
to any material litigation, nor to the knowledge of management is any litigation
threatened against us, which may materially affect us.





Item
1A. Risk Factors





We
are a development stage company organized in March 2008 and have recently
commenced operations, which makes an evaluation of us extremely difficult. At
this stage of our business operations, even with our good faith efforts, we may
never become profitable or generate any significant amount of revenues, thus
potential investors have a high probability of losing their
investment.


16


We were
incorporated in March of 2008 as a Nevada corporation. As a result of our
start-up operations we have; (i) generated no revenues, (ii) accumulated
deficits of $179,918 as of March 31, 2009, and (iii) we have incurred losses of
$179,918 from our inception through the period ended March 31,
2009.  We have been focused on organizational and start-up activities,
business plan development, and commenced development of our food products since
we incorporated. Although we have commenced the development of our food product
lines, there is nothing at this time on which to base an assumption that our
business operations will prove to be successful or that we will ever be able to
operate profitably. Our future operating results will depend on many factors,
including our ability to raise adequate working capital, demand for our
products, the level of our competition and our ability to attract and maintain
key management and employees.





Our
auditor’s have substantial doubt about our ability to continue as a going
concern.  Additionally, our auditor’s report reflects that the ability
of Alcantara Brands to continue as a going concern is dependent upon its ability
to raise additional capital from the sale of common stock and, ultimately, the
achievement of significant operating revenues.





Our
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. Our auditor’s report reflects that the ability of
Alcantara Brands to continue as a going concern is dependent upon its ability to
raise additional capital from the sale of common stock and, ultimately, the
achievement of significant operating revenues. If we are unable to continue as a
going concern, you will lose your investment.  We will be required to
seek additional capital to fund future growth and expansion. No assurance can be
given that such financing will be available or, if available, that it will be on
commercially favorable terms. Moreover, favorable financing may be dilutive to
investors.





We
will require additional financing in order to implement our business plan. In
the event we are unable to acquire additional financing, we may not be able to
implement our business plan resulting in a loss of revenues and ultimately the
loss of your investment.




Due to
our very recent start-up nature, we will have to incur the costs of product
development, import expenses, advertising, in addition to hiring new employees
and commencing additional marketing activities for product sales and
distribution. To fully implement our business plan we will require substantial
additional funding. The recently raised funds from our offering will only enable
us to commence our product development, and will assist us in further developing
our initial business operations, including the enhancement of product lines;
however, the capital will not be sufficient to allow us to expand our business
meaningfully. Additionally, since the net offering proceeds have been earmarked
for advertising expenses, travel, accounting, legal, some website development
fees, and minimal working capital, we will not be capitalized sufficiently to
hire or pay employees.




We will
need to raise additional funds to expand our operations. We plan to raise
additional funds through private placements, registered offerings, debt
financing or other sources to maintain and expand our operations. Adequate funds
for this purpose on terms favorable to us may not be available, and if
available, on terms significantly more adverse to us than are manageable.
Without new funding, we may be only partially successful or completely
unsuccessful in implementing our business plan, and our stockholders may lose
part or all of their investment.


17





We
are significantly dependent on our two officers and directors, who have limited
experience. The loss or unavailability to Alcantara Brands of Mr. and Mrs.
Alcantara’s services would have an adverse effect on our business, operations
and prospects in that we may not be able to obtain new management under the same
financial arrangements.





Our
business plan is significantly dependent upon the abilities and continued
participation of Carlos T. Alcantara, our President. It would be difficult to
replace Mr. Alcantara at such an early stage of development of Alcantara Brands.
The loss by or unavailability to Alcantara Brands of Mr. Alcantara’s services
would have an adverse effect on our business, operations and prospects, in that
our inability to replace Mr. Alcantara could result in the loss of one’s
investment.  Additionally, our business plan is significantly
dependent upon the abilities and continued participation of Shanda Alcantara,
which the loss or unavailability of Mrs. Alcantar could materially impact our
business operations.





There can
be no assurance that we would be able to locate or employ personnel to replace
Mr. or Mrs. Alcantara, should either of their services be discontinued. In the
event that we are unable to locate or employ personnel to replace either Mr. or
Mrs. Alcantara, then we may be required to cease pursuing our business
opportunity.





Mr.
Alcantara has no experience in running a public company. The lack of experience
in operating a public company could impact our return on investment, if
any.





As a result of our reliance on Mr.
Alcantara, and his lack of experience in operating a public company, our
investors are at risk in losing their entire investment. Mr. Alcantara intends
to hire personnel in the future, when sufficiently capitalized, who may have the
experience required to manage our company; however, such management is not
anticipated until the occurrence of future financing. Since the recently filed
offering will not sufficiently capitalize our company, future offerings will be
necessary to satisfy capital needs. Until such future offering occurs, and until
such management is in place, we are reliant upon Mr. Alcantara to make the
appropriate management decisions.





Mr.
Alcantara may become involved with other businesses and there can be no
assurance that he will continue to provide services to us. Mr. Alcantara’s
limited time devotion to Alcantara Brands could have the effect on our
operations of preventing us from being a successful business operation, which
ultimately could cause a loss of your investment.





As
compared to many other public companies, we do not have the depth of managerial
or technical personnel. Mr. Alcantara is currently involved in other businesses,
which have not, and are not expected in the future to interfere with Mr.
Alcantara’s ability to work on behalf of our company. Mr. Alcantara may in the
future be involved with other businesses and there can be no assurance that he
will continue to provide services to us. Mr. Alcantara will devote only a
portion of his time to our activities.





Because
of competitive pressures from competitors with more resources, Alcantara Brands
may fail to implement its business model profitably.


18





The business of developing food product
lines is highly fragmented and extremely competitive. There are numerous
competitors offering similar products. The market for customers is intensely
competitive and such competition is expected to continue to increase. There are
no substantial barriers to entry in this market and we believe that our ability
to compete depends upon many factors within and beyond our control, including
the timing and market acceptance of food products developed by us, our
competitors, and their advisors.





Many of
our existing and potential competitors have longer operating histories in the
food markets, greater name recognition, larger customer bases, established
product lines, and significantly greater financial, technical and marketing
resources than we do. As a result, they will be able to respond more quickly to
new or emerging advertising techniques, and changes in customer demands, or to
devote greater resources to the development, promotion and marketing of their
products than we can. Such competitors are able to undertake more extensive
marketing campaigns for their products, adopt more aggressive pricing policies
and make more attractive offers to potential store outlets, and strategic
distribution partners.





Risks Relating To Our Common
Stock





Because
our common stock is deemed a low-priced “Penny” stock, an investment in our
common stock should be considered high risk and subject to marketability
restrictions.





Since our
common stock is a penny stock, as defined in Rule 3a51-1 under the Securities
Exchange Act, it will be more difficult for investors to liquidate their
investment even if and when a market develops for the common stock. Until the
trading price of the common stock rises above $5.00 per share, if ever, trading
in the common stock is subject to the penny stock rules of the Securities
Exchange Act specified in rules 15g-1 through 15g-10. Those rules require
broker-dealers, before effecting transactions in any penny stock,
to:





·
            Deliver
      to the customer, and obtain a written receipt for, a disclosure
      document;


·
            Disclose
      certain price information about the
stock;


·
            Disclose
      the amount of compensation received by the broker-dealer or any associated
      person of the broker-dealer;


·
            Send
      monthly statements to customers with market and price information about
      the penny stock; and


·
            In
      some circumstances, approve the purchaser’s account under certain
      standards and deliver written statements to the customer with information
      specified in the rules.





Consequently,
the penny stock rules may restrict the ability or willingness of broker-dealers
to sell the common stock and may affect the ability of holders to sell their
common stock in the secondary market and the price at which such holders can
sell any such securities. These additional procedures could also limit our
ability to raise additional capital in the future.





FINRA
sales practice requirements may also limit a stockholder's ability to buy and
sell our stock.


19





In
addition to the “penny stock” rules described above, the Financial Industry
Regulatory Authority (FINRA) has adopted rules that require that in recommending
an investment to a customer, a broker-dealer must have reasonable grounds for
believing that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and
other information. Under interpretations of these rules, the FINRA believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. The FINRA requirements make it more
difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability to buy and sell our stock and have an
adverse effect on the market for our shares.





Our
internal controls may be inadequate, which could cause our financial reporting
to be unreliable and lead to misinformation being disseminated to the
public.





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. As defined in Exchange Act Rule 13a-15(f),
internal control over financial reporting is a process designed by, or under the
supervision of, the principal executive and principal financial officer and
effected by the board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that: (i) pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of the
assets of Alcantara Brands; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of Alcantara Brands are being made only in accordance with
authorizations of management and directors of Alcantara Brands, and (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of Alcantara Brands’s assets that
could have a material effect on the financial statements.





We have
two individuals performing the functions of all officers and directors. Mr.
Alcantara, our president, has developed our internal control procedures and is
responsible for monitoring and ensuring compliance with those procedures. As a
result, our internal controls may be inadequate or ineffective, which could
cause our financial reporting to be unreliable and lead to misinformation being
disseminated to the public. Investors relying upon this misinformation may make
an uninformed investment decision.


20





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





On March 23, 2009, we sold a total of
332,030 shares of our restricted common stock to 1 accredited investor for a
total purchase price of $85,000, all of which was paid in cash. The 332,030
shares have not been issued as of the date of this filing. We believe that the
issuance and sale of the shares was exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933 by virtue of Section 4(2)
and Regulation D Rule 506. The shares were sold directly by us and did not
involve a public offering or general solicitation. The recipient of the shares
was afforded an opportunity for effective access to files and records of the
Company that contained the relevant information needed to make his investment
decision, including the financial statements and 34 Act reports. We reasonably
believed that the recipient, immediately prior to the sale of the shares, had
such knowledge and experience in our financial and business matters that he was
capable of evaluating the merits and risks of his investment. The recipient had
the opportunity to speak with our management on several occasions prior to his
investment decision. There were no commissions paid on the issuance and sale of
the shares.





Subsequent Sales of
Unregistered Securities





In April
2009, we sold a total of 546,880 shares of our restricted common stock to 2
accredited investors for a total purchase price of $129,532, all of which was
paid in cash. The 546,880 shares have not been issued as of the date of this
filing. We believe that the issuance and sale of the shares was exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933
by virtue of Section 4(2) and Regulation D Rule 506. The shares were sold
directly by us and did not involve a public offering or general solicitation.
The recipients of the shares were afforded an opportunity for effective access
to files and records of the Company that contained the relevant information
needed to make their investment decision, including the financial statements and
34 Act reports. We reasonably believed that the recipients, immediately prior to
the sale of the shares, had such knowledge and experience in our financial and
business matters that they were capable of evaluating the merits and risks of
their investment. The recipients had the opportunity to speak with our
management on several occasions prior to their investment decision. There were
no commissions paid on the issuance and sale of the shares.





10:1 Forward
Split





On May 1,
2009, our board of directors approved a 10 for 1 forward stock split. Prior to
the board of directors approval, the board of directors obtained approval of a
majority of our stockholders (61% of the total number of shares issued) to
effectuate the forward stock split. On May 11, 2009, we had 1,400,000 shares
outstanding and after the forward split, there were approximately 14,000,000
shares outstanding.





Issuer
Purchases of Equity Securities





We did not repurchase any of our equity
securities from the time of our inception on March 7, 2008 through the period
ended March 31, 2009.


21





Item
3.                      
Defaults Upon Senior Securities.





None.





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





On May 1,
2009, the board of directors obtained approval of a majority of our stockholders
(61% of the total number of shares issued) to effectuate the forward stock
split. On May 11, 2009, we had 1,400,000 shares outstanding and after the
forward split, there were approximately 14,000,000 shares
outstanding.





Item
5.                                Other
Information.





None.





Item
6.                      
Exhibits.





Incorporated
      by referenceExhibit
              Number
            Exhibit
      Description
            Filed
              herewith
            Form
            Period
              ending
            Exhibit
            Filing
      date3(i)(a)
            Articles
      of Incorporation of Alcantara Brands Corporation
            
            SB-2
            
            3(i)(a)
            3/19/083(ii)(a)
            Bylaws
      of Alcantara Brands Corporation
            
            SB-2
            
            3(ii)(a)
            3/19/084
            Instrument
      defining the rights of security holders:
              (a)           Articles
      of Incorporation
              (b)           Bylaws
              (c)           Stock
      Certificate Specimen
            
            SB-2
            
            
            3/19/0810.1
            Subscription
      Agreement
            
            SB-2
            
            10.1
            3/19/0831
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act
            X32
            Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act
            X





22


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.








ALCANTARA
BRANDS CORPORATION


(Registrant)











By:/S/ Carlos
Alcantara


Carlos
Alcantara, President


(On
behalf of the registrant and as


principal
financial officer)





Date: May
20, 2009








23