UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended: June 30, 2012

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

For the Transition Period from ___________ to____________

Commission File Number: 000-51388

CONO ITALIANO, INC.

(Exact name of registrant as specified in its charter)

Nevada		84-1665042
(State or other jurisdiction of		(IRS Employer I.D. No.)
incorporation)

10 Main Street

Keyport, NJ 07735

(Address of principal executive offices and Zip Code)

(877) 330-2666

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, 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 x No ¨

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

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

As of August 14, 2012, there were 102,833,087 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.

Item 4.	Controls and Procedures.

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.

Item 1A.	Risk Factors.

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

Item 3.	Defaults Upon Senior Securities.

Item 4.	(Removed and Reserved).

Item 5.	Other Information.

Item 6.	Exhibits.

Signatures

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

TABLE OF CONTENTS

Condensed Consolidated Balance Sheets at June 30, 2012 and December 31, 2011 (Unaudited)	4

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Period from Date of Inception (March 2, 2006) Through June 30, 2012 (Unaudited)	5

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2012 and 2011 and the Period from Inception (March 2, 2006) Through June 30, 2012 (Unaudited)	6

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011 and the Period from Inception (March 2, 2006) Through June 30, 2012 (Unaudited)	7

Notes to Consolidated Financial Statements	8-17

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY LTD.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30,			December 31,
	2012			2011

ASSETS
Cash and Cash Equivalents	$	156,810		$	—
Accounts Receivable		42,556			—
Due from Related Party		36,937			11,937
Prepaid Expenses		21,000			21,000
Deferred Equity Financing Costs		52,500			—

Total Current Assets		309,803			32,937

Property and Equipment - Net of Accumulated Depreciation		200,379			148,087

Deferred Note Payable Issuance Costs - Net of Accumulated Amortization		26,083			—

Total Assets	$	536,265		$	181,024

LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities
Bank Overdraft	$	—		$	3,348
Accounts Payable		180,057			135,508
Accrued Expenses		70,874			54,713
Accrued Legal Expense		196,826			187,525
Accrued Interest - Officer		56,825			52,746
Accrued Compensation - Officers		112,500			—
Notes Payable		84,813			60,905
Convertible Note Payable, Net		241,228			—
Due to Officer		770,317			724,975

Total Liabilities		1,713,440			1,219,720

Stockholders' Deficit
Common Stock - $.001 Par; 150,000,000 Shares Authorized, 102,833,087 and 99,234,988 Shares Issued and Outstanding		102,833			99,235
Common Stock Subscribed		526			526
Additional Paid-In-Capital		1,304,999			1,131,939
Deficit Accumulated During Development Stage		(2,585,533	)		(2,270,396	)

Total Stockholders' Deficit		(1,177,175	)		(1,038,696	)

Total Liabilities and Stockholders' Deficit	$	536,265		$	181,024

The accompanying notes are an integral part of these financial statements.

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY LTD.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT FOR THE PERIOD FROM DATE OF INCEPTION (MARCH 2, 2006) THROUGH JUNE 30, 2012 (UNAUDITED)

														Deficit
	Common Stock						Common		Stock		Additional			Accumulated			Total
	$ .001 Par						Stock		Subscriptions		Paid-In			During			Stockholders'
	Shares			Amount			Subscribed		Receivable		Capital			Development Stage			Deficit

Balance - March 2, 2006		—		$	—		$	—	$	—	$	—		$	—		$	—

Common Stock Issued for Contribution of License Rights and Equipment		6,000,000			6,000			—		—		159,000			—			165,000

Net Loss		—			—			—		—		—			—			—

Balance - December 31, 2006		6,000,000			6,000			—		—		159,000			—			165,000

Net Loss		—			—			—		—		—			(50,290	)		(50,290	)

Balance - December 31, 2007		6,000,000			6,000			—		—		159,000			(50,290	)		114,710

Additional Paid-In-Capital - Deemed Distribution		—			—			—		—		(312,000	)		—			(312,000	)

Common Stock Issued to Prior Owners		3,000,000			3,000			—		—		54,000			—			57,000

Common Stock Issued in Exchange for Services		44,250,000			44,250			—		—		434,494			—			478,744

Net Loss		—			—			—		—		—			(929,795	)		(929,795	)

Balance - December 31, 2008		53,250,000			53,250			—		—		335,494			(980,085	)		(591,341	)

Common Stock Issued in Exchange for Services		7,616,428			7,616			—		—		178,777			—			186,393

Common Stock Issued for Cash		262,000			262			—		—		64,608			—			64,870

Common Stock Issued for Related Party Expense		500,000			500			—		—		69,500			—			70,000

Acquisition of Shell (1)		242,560			243			—		—		(272,946	)		—			(272,703	)

Common Stock Issued to Relieve Accounts Payable		10,000			10			—		—		3,490			—			3,500

Common Stock Issued for Note Payable Conversion		18,000,000			18,000			—		—		—			—			18,000

Net Loss		—			—			—		—		—			(437,325	)		(437,325	)

Balance - December 31, 2009		79,880,988			79,881			—		—		378,923			(1,417,410	)		(958,606	)

Common Stock Issued for Note Payable Conversion		2,000,000			2,000			—		—		182,547			—			184,547

Common Stock Issued in Exchange for Services		10,000,000			10,000			—		—		83,880			—			93,880

Common Stock Issued - Licensing Agreement		125,000			125			—		—		75,691			—			75,816

Net Loss		—			—			—		—		—			(348,521	)		(348,521	)

Balance - December 31, 2010		92,005,988			92,006			—		—		721,041			(1,765,931	)		(952,884	)

Common Stock Issued to Prior Owners		3,184,000			3,184			—		—		90,336			—			93,520

Common Stock Issued in Exchange for Services		3,325,000			3,325			—		—		152,924			—			156,249

Common Stock Cancelled		(3,280,000	)		(3,280	)		—		—		(27,836	)		—			(31,116	)

Stock subscription, net of cash proceeds received		4,000,000			4,000			526		—		195,474			—			200,000

Net Loss		—			—			—		—		—			(504,465	)		(504,465	)

Balance - December 31, 2011		99,234,988			99,235			526		—		1,131,939			(2,270,396	)		(1,038,696	)

Common Stock Issued for Cash		2,000,000			2,000			—		—		73,000			—			75,000

Common Stock Issued in Exchange for Services		600,000			600			—		—		35,400			—			36,000

Common Stock Issued in Exchange for Equity Financing		998,099			998			—		—		51,502			—			52,500

Discount on Convertible Note Payable		—			—			—		—		13,158			—			13,158

Net Loss for the Period		—			—			—		—		—			(315,137	)		(315,137	)

Balance - June 30, 2012		102,833,087		$	102,833		$	526	$	—	$	1,304,999		$	(2,585,533	)	$	(1,177,175	)

The accompanying notes are an integral part of these financial statements.

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY LTD.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

													Period From
													Date of Inception
	For the Three Months Ended						For the Six Months Ended						(March 2, 2006)
	June 30,						June 30,						Through
	2012			2011			2012			2011			June 30, 2012

Sales	$	61,426		$	—		$	61,426		$	—		$	95,420

Cost of Sales		46,478			—			46,478			—			55,601

Gross Profit		14,948			—			14,948			—			39,819

Expenses
Selling and Direct		36,000			31,038			36,000			31,038			387,480
Compensation Expense		56,250			—			112,500			—			532,505
General and Administrative		100,972			31,980			159,710			157,236			1,487,978
Interest Expense		14,737			5,454			21,875			11,085			90,084
Loss on Impairment of License Right		—			—			—			—			130,505
Gain on Sale of Assets		—			—			—			—			(3,200	)

Total Expenses		207,959			68,472			330,085			199,359			2,625,352

Net Loss for the Period	$	(193,011	)	$	(68,472	)	$	(315,137	)	$	(199,359	)	$	(2,585,533	)

Loss per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.05	)

Weighted Average Common Shares Outstanding		102,393,527			93,335,812			101,232,688			81,759,441			53,193,743

The accompanying notes are an integral part of these financial statements.

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY LTD.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

							Period From
							Date of Inception
							(March 2, 2006)
							Through
For the Six Months Ended June 30,	2012			2011			June 30, 2012

Cash Flows from Operating Activities

Net Loss for the Period	$	(315,137	)	$	(199,359	)	$	(2,585,533	)

Adjustments to Reconcile Net Loss for the Period to Net Cash Flows from Operating Activities:
Amortization of Deferred Note Payable Issuance Costs		13,042			—			32,536
Amortization of Debt Discount		4,386			—			4,386
Depreciation		27,717			2,587			74,146
Common Stock Issued in Exchange for Services		36,000			131,286			836,823
Expense to Prior Owners		—			—			350,520
Gain on Sale of Assets		—			—			(3,200	)
Loss on Impairment of License Right		—			—			130,505
Common Stock Issued in Lieu of Rent Expense		—			18,000			36,000
Changes in Assets and Liabilities:
Accounts Receivable		(42,556	)		—			(42,556	)
Prepaid Expenses		—			(3,578	)		26,328
Accounts Payable		44,549			—			20,091
Accrued Expenses		6,160			(8,884	)		60,873
Accrued Compensation - Officers		112,500			—			112,500
Accrued Legal Expense		9,301			(19,022	)		134,662
Accrued Interest		17,163			11,085			85,373
Deferred Revenues		—			—			75,818

Net Cash Flows from Operating Activities		(86,875	)		(67,885	)		(650,728	)

Cash Flows from Investing Activities
Proceeds from Sale of Asset		—			—			5,000
Acquisition of Cash in Reorganization		—			—			916
Purchase of Property and Equipment		(80,009	)		—			(261,328	)

Net Cash Flows from Investing Activities		(80,009	)		—			(255,412	)

Cash Flows from Financing Activities
Bank Overdraft		(3,348	)		—			—
Cash Proceeds from Issuance of Debt		27,698			—			27,698
Repayment of Debt		(6,873	)		—			(6,873	)
Cash Proceeds from Convertible Note Payable		250,000			—			250,000
Cash Paid for Deferred Equity Financing Costs		—			—			—
Cash Paid for Issuance of Deferred Note Payable		(34,125	)		—			(34,125	)
Cash Proceeds from Sale of Stock		75,000			—			339,870
Cash Received (Paid to) from Related Party - Net		(30,000	)		39,000			28,063
Due to Officer - Net		45,342			29,950			458,317

Net Cash Flows from Financing Activities		323,694			68,950			1,062,950

Net Change in Cash and Cash Equivalents		156,810			1,065			156,810

Cash and Cash Equivalents - Beginning of Period		—			665			—

Cash and Cash Equivalents - End of Period	$	156,810		$	1,730		$	156,810

Supplemental Non-Cash Investing and Financing Activities:
Acquisition of Accounts Payable in Reorganization	$	—		$	—		$	210,132
Acquisition of Notes Payable in Reorganization	$	—		$	—		$	47,988
Deemed Distribution	$	—		$	—		$	312,000
Expenses Paid by Related Party	$	5,000		$	—		$	5,000
Common Stock Issued (Retired) for Prepaid Expenses	$	—		$	—		$	105,828
Common Stock Issued to Relieve Accounts Payable	$	—		$	—		$	3,500
Common Stock Issued for Note Payable Conversion	$	—		$	—		$	202,547
Common Stock Issued for Related Party Payable	$	—		$	—		$	70,000

Cash Paid During the Period for:
Interest	$	—		$	—		$	—
Income Taxes	$	—		$	—		$	—

The accompanying notes are an integral part of these financial statements.

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A - The Company

Merger and Recapitalization

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

The Company was previously party to a joint venture named Xinjiang Yajia Distillate Company Limited (the “Venture”) to produce ethanol in the People’s Republic of China. The Company’s board of directors determined that it was in the Company’s best interest to initiate a withdrawal from the ethanol business as of January 31, 2009 and assess alternative businesses.

On June 4, 2009 an Affiliate Stock Purchase Agreement (the “Stock Purchase Agreement”) was entered into by and between Gallant Energy International Inc. (“Gallant”), the owner of 5,000,000 shares of the Company’s common stock (prior to the Company’s one for sixty reverse stock split) and Lara Mac Inc. (“Lara Mac”), an entity controlled by Mitchell Brown (now the Chief Executive Officer of the Company and a member of the Company’s Board of Directors). Pursuant to the Stock Purchase Agreement, Gallant sold all of its 5,000,000 shares of the Company’s common stock to Lara Mac. The Gallant transaction with Lara Mac resulted in a change in control of the largest voting block of the Company effective as of June 4, 2009.

Under the terms of the Stock Purchase Agreement, the Board appointed five individuals to fill vacancies on the Board. These new directors commenced their service on June 19, 2009. The Board also appointed four new officers of the Company.

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

Janex International Inc. was formed on July 6, 2007, in the State of Delaware. On January 8, 2008 Janex International Inc., changed its name to Cono Italiano, Inc (Delaware).

Cono Italiano, LLC (Cono, LLC) was formed on June 27, 2007 as a limited liability company in the State of New Jersey. Cono, LLC had no operations and its primary assets were the license rights to manufacture, market, and distribute “pizza cono”, a unique pizza style food product.

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A - The Company – continued

Merger and Recapitalization

		In March 2007, the license rights held by the individual founders of Cono, LLC were sold to The Total Luxury Group (TLG), an unrelated entity. On January 8, 2008 the license rights were transferred to Mitchell Brown for the total consideration of $312,000. The transfer of Cono, LLC (which includes the license rights) was effected in settlement of an obligation due to Mitchell Brown by TLG.

		On January 14, 2008, Cono, LLC was sold to Cono, Inc. (Delaware) for the total consideration of $426,000. In exchange for the 100% interest in Cono, LLC, the sole member of the LLC received 6,000,000 shares of Cono, Inc. (Delaware) valued at $114,000 and was issued a promissory note for $312,000. Mitchell Brown is also a principal stockholder in Cono, Inc. (Delaware).

The transaction was accounted for as a recapitalization of Cono, Inc. and Cono, LLC; as both companies were under common control. As such, the assets and liabilities of Cono, LLC were carried over to Cono, Inc. (Delaware) at the historical carrying values.

At the time of the sale of Cono, LLC to Cono, Inc. (Delaware), Cono LLC had a tangible net book value of $114,700. Since the assets and liabilities of Cono, LLC were recorded at their historical carrying amounts after the merger and recapitalization, the excess of the consideration paid of $426,000 over the carrying value of $114,700 had been recorded as a distribution to the stockholder.

		On November 12, 2009 Cono Inc. (Delaware) entered into a share exchange agreement whereby Cono Inc. (Delaware) would exchange all of its common stock for the stock of Tiger Renewable Energy, Inc. (TRE) (a shell company) on a share for share basis. Prior to entering into the share exchange agreement, the principal stockholder of Cono Inc. (Delaware) became a stockholder of TRE, either through direct ownership or through an entity in which he controlled, effectively gaining control of TRE, and on August 10, 2009, TRE changed its name to Cono Italiano, Inc., a Nevada corporation. As an inducement for Cono (Delaware) to enter the share exchange agreement, TRE’s largest shareholder has agreed to the cancellation of 242,557 shares of Cono (Nevada) stock.

		The exchange of shares between Cono Italiano, Inc., (Delaware) and Cono Italiano, Inc., (Nevada) was accounted for as a recapitalization of the Companies, as the majority stockholder of Cono Italiano, Inc. will be the majority stockholder of the surviving company. Pursuant to the accounting for a recapitalization, the historical carrying value of the assets and liabilities of Cono, Inc. (Nevada) will carry over to the surviving company.

Effective at the closing of the share exchange transactions, November 12, 2009, Cono (Delaware) became a wholly owned subsidiary of Cono (Nevada).

On December 13, 2011 the Board of Directors approved increasing the authorized shares of common stock from 100,000,000 to 150,000,000.

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A - The Company – continued

Scope of Business

The Company is licensed to distribute an innovative food product - a cone-shaped pizza called "Pizza Cono." The product will be distributed into fast food market establishments which include typical fast food chains, supermarkets, convenience stores, entertainment facilities, and sports arenas. The Company’s focus will be the sale and management of licensing and distribution agreements with customers.

Note B - Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements of Cono Italiano, Inc. (the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s registration statement on Form 10-K, and other reports filed with the SEC.

The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. Certain information that is not required for interim financial reporting purposes has been omitted.

Principles of Consolidation

The consolidated financial statements include the accounts of Cono Italiano, Inc. (Nevada) and its wholly owned subsidiary, Cono Italiano, Inc. (Delaware) (the “Company”). All significant intercompany balances have been eliminated in consolidation.

Method of Accounting

The Company maintains its books and prepares its financial statements on the accrual basis of accounting.

Development Stage

The Company has operated as a development stage enterprise since its inception by devoting substantially all of its efforts to financial planning, raising capital, research and development, and developing markets for its services. The Company prepares its financial statements in accordance with the requirements of FASB ASC 915, “Development Stage Entities.”

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note B - Summary of Significant Accounting Policies – continued

Accounts Receivable

The company considers accounts receivable to be fully collectible. Accordingly, no allowance for doubtful accounts is required. If amounts become uncollectible they will be charged to operations when that determination is made.

Revenue Recognition

The Company recognizes revenue when title, ownership and risk of loss pass to the customer. Transfer of title occurs and risk of ownership generally passes to a customer at the time of shipment or delivery, depending on the terms of the agreement with a particular customer. The sale price of the Company’s products is substantially fixed or determinable at the date of sale based on purchase orders generated by a customer and accepted by the Company. A customer is obligated to pay for products sold to it within a specified number of days from the date that title to the products is transferred to the customer. The Company’s standard terms are typically net 30 days from the transfer of title to the products to the customer. The Company typically expects payment from a customer within 30 to 45 days from the transfer of title to the products to a customer. Shipping and handling costs are charged to the customer and are included in revenue.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes” using the asset and liability approach, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment. Deferred tax assets are recognized, net of any valuation allowance, for temporary differences and net operating loss and tax credit carry forwards. Deferred income tax expense represents the change in net deferred assets and liability balances.

Earnings per Share

Earnings per share of common stock are computed in accordance with FASB ASC 260, “Earnings per Share”. Basic earnings per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and diluted earnings per share.

In a loss year, the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive. At June 30, 2012, there were 4,651,395 shares that could dilute future earnings.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair value of Financial Instruments

Prepaid expenses, accrued expenses, notes payable, and amounts due to and from related parties are carried in the financial statements at amounts which approximate fair value.

Stock-Based Compensation

Stock-based compensation related to non-employees is recognized based on service provided in the accompanying statements of operations and is based on the fair value of the services received or the fair value of the equity instruments issued, whichever is more readily determinable.

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note B - Summary of Significant Accounting Policies – continued

Stock-Based Compensation

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505, “Equity Based Payments to Non-Employees”. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

We follow the provisions of FASB ASC 718. FASB ASC 718 requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). FASB ASC 718 also requires measurement of the cost of employee services received in exchange for an equity award based upon the grant-date fair value of the award.

Note C - Recently Issued Accounting Standards

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

Note D - Related Party Transactions

Due from Related Party

On July 14, 2008, (the date of Edesia’s inception), the Company entered into an operating agreement with Edesia Emprise, LLC to manufacture product for the Company. The CEO of the Company owned 50% of Edesia until July 21, 2008 when he transferred his interest to a relative. At the date of the transfer, Edesia had no assets or business operations.

Due from Related Party consists of monies advanced on behalf of Edesia Emprise, LLC.

The Company purchased manufacturing equipment on behalf of Edesia to be used by an unrelated entity for the production of the pizza cones products. The manufactured pizza cone products will be resold by Cono and its licensees. Production of the pizza cones under the agreement began in March 2009.

The advances are non-interest bearing and is due upon demand. Due from related party consists of the following:


	June 30,		December 31,
		2012		2011

Edesia Emprise, LLC	$	36,937	$	11,937

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note D - Related Party Transactions – continued

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

In November 2009, Edesia Emprise, LLC has entered into a subcontract agreement with Sunrise Bakery, located in Brooklyn, New York, to produce the cones for the Pizza Cono product on behalf of Edesia Emprise, LLC.

For the six months ended June 30, 2012, Edesia Emprise was reimbursed expenses paid on behalf of the Company in the amount of $25,000.

Due to Officer

Certain disbursements of the Company have been paid by an officer of the Company. The balance at June 30, 2012 and 2011 was $770,317 and $724,975, respectively. There are no established repayment terms. For the periods ended June 30, 2012 and December 31, 2011, the Company has imputed interest at the applicable federal rate of 1.07% and 1.27%, respectively. Accrued interest was $56,825 and $52,746, at June 30, 2012 and December 31, 2011, respectively.

Note E - Accrued Legal Expense

Accrued legal expense consists of legal services rendered to the Company in the ordinary course of business including SEC filings and the reverse merger. Accrued legal expense at June 30, 2012 and December 31, 2011 was $196,826 and $187,524, respectively.

Note F - Notes Payable

The Company has a note payable to DT Crystal Limited accruing interest at 10% annually which is due upon demand. The note is convertible at option of the holder into restricted stock of Cono (Nevada). At June 30, 2012 and December 31, 2011 note payable to DT Crystal was $63,988 and $60,905, respectively. Interest expense for the six months ended June 30, 2012 and 2011 was $3,083 and $2,793, respectively.

The Company also has a short term equipment loan with Ilapak Inc. Payments are $3,501 monthly including interest at 3.0% annually. Loan will mature in December 2012. Interest expense for the six months ended June 30, 2012 and 2011 was $326 and $-0-, respectively.

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note G - Going Concern

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations. As a result, there is an accumulated deficit of $2,585,533 at June 30, 2012.

The Company’s continued existence is dependent upon its ability to raise capital. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern

Note H - Employment Contracts

On December 30, 2009 the Company entered into employment agreements with each of the officers serving the Company. The employment agreements contained the following provisions: (i) two-year terms with automatic renewal provisions unless notice is given by either party 30 days prior to renewal; (ii) commitment of a substantial portion of their professional time to the Company, consisting of 75% of their time for Mitchell Brown and 60% of their time for each of Alex Kaminski and Steve Savage; and (iii) and additional customary employment agreement terms and conditions. The officers have agreed that they will not receive any compensation for their services to the Company prior to January 1, 2012. At June 30, 2012 accrued compensation was $112,500. The compensation of the officers has been set as follows:

	Annual
Officer	Salary
Mitchell Brown, Chief Executive Officer	$	125,000
Alex Kaminski, Chief Financial Officer and Treasurer	$	50,000
Steve Savage, Secretary	$	50,000

It has been agreed by the Company, Mr. Smith, a director and Mr. Kaminski that pursuant to separate stock option agreements, Mr. Smith will be granted options to purchase 2,000,000 shares of the Company’s common stock at $.01 per share and Mr. Kaminski will be granted options to purchase 1,500,000 shares of the Company’s common stock at $.01 per share. These options will vest in one year and will expire in three years. As of June 30, 2012, the stock agreements have not been executed, therefore the options have not been granted.

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note I - Security Agreement

On February 27, 2012, the Company entered into a security agreement with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership related to a $250,000 convertible promissory note issued by the Company in favor of TCA. The Security Agreement grants to TCA a continuing, first priority security interest in all of the Company’s assets, wheresoever located and whether now existing or hereafter arising or acquired.

On February 27, 2012, the Company issued the Convertible Note in favor of TCA. The maturity date of the Convertible Note is February 27, 2013, and the Convertible Note bears interest at a rate of twelve percent (12%) per annum. Interest will accrue monthly but is due and payable upon maturity date of note. The Convertible Note is convertible into shares of the Company’s common stock at a price equal to ninety-five percent (95%) of the lowest daily volume weighted average price of the Company’s common stock during the five (5) trading days immediately prior to the date of conversion. The Convertible Note may be prepaid in whole or in part at the Company’s option without penalty.

The above Convertible Note contains a beneficial conversion feature recorded as a debt discount in the amount of $13,157 which will be expensed to interest expense over the term of the note. For the six months ended June 30, 2012, $4,386 was expensed to interest expense resulting in a remaining debt discount of $8,771 and note value, net of debt discount, of $241,228 at June 30, 2012. Accrued interest for the six months ended June 30, 2012 was $10,000.

On February 27, 2012, the Company entered into the Equity Agreement with TCA. Pursuant to the terms of the Equity Agreement, for a period of twenty-four (24) months commencing on the date of effectiveness of a Registration Statement, TCA shall commit to purchase up to $1,500,000 of the Company’s common stock, par value $0.001 per share. The purchase price of the Shares under the Equity Agreement is equal to ninety-five percent (95%) of the lowest daily volume weighted average price of the Company’s common stock during the five (5) consecutive trading days after the Company delivers to TCA an Advance notice in writing requiring TCA to advance funds to the Company, subject to the terms of the Equity Agreement. At June 30, 2012, no shares had been purchased.

As further consideration for TCA entering into and structuring the Equity Facility, the Company paid to TCA a fee by issuing to TCA that number of shares of the Company’s common stock that equal a dollar amount of fifty-two thousand and five hundred dollars ($52,500) (the “Facility Fee Shares”). It is the intention of the Company and TCA that the value of the Facility Fee Shares shall equal $52,500. In the event the value of the Facility Fee Shares issued to TCA does not equal $52,500 after a nine month evaluation date, the Equity Agreement provides for an adjustment provision allowing for necessary action (either the issuance of additional shares to TCA or the return of shares previously issued to TCA to the Company’s treasury) to adjust the number of Facility Fee Shares issued. As of June 30, 2012, 998,099 shares of common stock have been issued as consideration for the Equity Facility fee and is included in Deferred Equity Financing Costs which will be netted against proceeds when shares are purchased pursuant to the Equity Agreement.

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note J - Other Matters

On November 6, 2009, Cono Italiano (Delaware) entered into a Commitment Letter, pursuant to which, one of the Company’s shareholders, Lara Mac has agreed to provide financing to Cono Italiano, Inc., with such funds as the Company’s Board of Directors shall deem to be sufficient to maintain the Company’s ordinary course of business operations (the “Commitment Amount”). We may draw on the Commitment Amount in monthly tranches in accordance with our operating requirements as set forth in our business plan. The available Commitment Amount will be reduced by the aggregate cash proceeds received by the Company which are derived from the issuance of any equity securities and Company gross revenues. Draws on the Commitment Amount will be made on terms of unsecured notes, with interest set on each note as of the date of the draw at prime rate plus two percent per annum. The notes will mature and become repayable thirty calendar days after demand at any time following the earlier of (a) December 31, 2010 or (b) the date upon which we are in receipt of revenues or proceeds from the sales of equity securities.

We will give Lara Mac customary representations and warranties regarding the good standing of our Company and status of progress in respect of our Company business plan prior to each draw on the Commitment Amount, and we will provide certifications and covenants regarding use of proceeds of each draw, which will be in customary forms reasonably requested by Lara Mac as determined by reference to similar lenders making similar loans to similar companies. Lara Mac will not be required to make any loans under the Commitment Amount to us if we are unable to make the representations, warranties, certifications or covenants, or if we are in breach of any previously given representations, warranties, certifications or covenants. If we breach any of the notes, the default rate will be 15% per annum and Lara Mac may seek recourse against our company for repayment of all of the notes. As of June 30, 2012, the agreement was still in effect and no funds have been borrowed.

On August 1, 2010, Cono Italiano (Delaware) entered into a manufacturing agreement with Interstate Caterers for the purposes of manufacturing, producing and distributing “pizza cono”. The term of the agreement shall continue in force and effect unless terminated by either party. Cono will lease to Interstate equipment required for the manufacture of the product for $1 per year. All equipment will remain the property of Cono and upon termination of the agreement be returned to Cono by Interstate.

In addition to this agreement Cono issued 100,000 shares of common stock to the 2 sole stockholders of Interstate in exchange for the use of Interstate’s facility for 1 (one) year at an approximate value of $36,000 for the calendar year 2011, included in prepaid expenses. For the six months ended June 30, 2012 and 2011, $-0- and $18,000 has been expensed to rent, respectively. This agreement was superseded in September 2011 by another agreement with Interstate Caterers (See below).

CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note J - Other Matters – continued

On July 11, 2011 the Company signed a subscription agreement with an individual to purchase 4,525,640 shares of the Company’s common stock in four (4) installments of $50,000 each, totaling $200,000. As of December 31, 2011 all of the four installments had been received totaling $200,000. The Company has issued 4,000,000 shares of the 4,525,640 that were to be issued. 525,640 shares of common stock are due to the individual for his investment, therefore, common stock subscribed is $526 at June 30, 2012 and December 31, 2011.

On September 7, 2011 the Company entered into a manufacturing agreement with Interstate Caterers for the purposes of manufacturing, producing and distributing “pizza cono”. As consideration for Interstate entering into the agreement, the Company agreed to issue 3,500,000 shares of its restricted common stock upon the execution of the agreement. As of June 30, 2012 the stock had not been issued. As consideration for Interstate’s services under the agreement, Interstate will receive seventy percent (70%) of the difference between the sales price for the product less direct manufacturing costs for such product, regardless of whether the Company or Interstate initiated the sales of such product. In addition, the Company will lease to Interstate certain equipment to be used in the manufacture of the Cono products for $1.00 per year.

The term of the agreement is for a period of ten years commencing on September 7, 2011, the execution date of the agreement, and automatically renews for one additional ten-year period unless either the Company or Interstate provides the other notice of its intention to not renew at least thirty days prior to the end of the Initial Term. The agreement may be earlier terminated at any time by the mutual consent of the Company and Interstate. The Company may unilaterally terminate the agreement based on, among other things, Interstate’s non-performance in accordance with the Company’s specifications. In addition, Interstate indemnifies the Company against third party claims based on alleged product defects.

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

This quarterly report on Form 10-Q and other reports filed by Cono Italiano, Inc. (“we,” “us,” “our,” or the “Company”), from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates.

Plan of Operation

On September 7, 2011, we entered into a strategic manufacturing agreement (the “Agreement”) with Interstate Caterers (“Interstate”) and continue moving forward with the production of our frozen foods and pizza cono. Additionally, we added empanadas to our product line which we believe will increase our market for sales. We plan to fund the manufacturing process of these products through the use of private funding investors and resources from Interstate Caterers.

In the first quarter of 2012, we added a fully automated filling machine to fill our pizza cono with various flavors. During the next 12 months the Company plans to begin the international distribution of its pizza cono and empanadas in the U.K. (contract with Spuntibreak s.r.l), Canada and the United States. We plan to distribute our products by using independent sales representatives, food and wholesale distributors and employees. We anticipate developing our own proprietary microwave packaging and microwave sleeves for our products. Additionally, we plan to add a Flo Pack package machine to assist in our retail distribution and shipping in the third quarter of 2012.

Results of Operations

For the six months ended June 30, 2012 compared to the six months ended June 30, 2011

Revenues and Profit

In the six month period ended June 30, 2012, Cono Italiano (Delaware) had total revenue of $61,426, compared to total revenue of $-0- for the same period in 2011. The increase in total revenue is attributable to the Company beginning to sell products.

The Company’s gross profits for the six month period ended June 30, 2012, were $14,948, which was an increase from $-0- for the same period in 2011. The increase in gross profits is attributable to the Company beginning to sell its products.

General and Administrative Expenses

For the six month period ended June 30, 2012, the Company’s selling expenses were $36,000, compensation expenses were $112,500, general and administrative expenses were $159,710, and interest expenses were $21,875. This was an increase compared to the same period in 2011, in which selling expenses were $31,038, compensation expenses were $-0-, general and administrative expenses were $157,236, and interest expenses were $11,085. The increase in compensation is attributable to accrual of officers’ compensation and the increase in interest is attributable to the acquisition of debt.

Net Loss

The net loss for the six month period ended June 30, 2012 was $315,137, which was an increase from $199,359 for the same period in 2011. This increase is attributable to the increase in compensation and interest expenses.

For the three months ended June 30, 2012 compared to the three months ended June 30, 2011

Revenues and Profit

In the three month period ended June 30, 2012, Cono Italiano (Delaware) had total revenue of $61,426, compared to total revenue of $-0- for the same period in 2011. The increase in total revenue is attributable to the Company beginning to sell its products.

The Company’s gross profits for the three month period ended June 30, 2012 was $14,948, which was a increase from $-0- for the same period in 2011. The increase in gross profits is due to the Company beginning to sell its products.

General and Administrative Expenses

For the three month period ended June 30, 2012, the Company’s selling expenses were $36,000, compensation expenses were $56,250, general and administrative expenses were $100,972, and interest expenses were $14,737. This was an increase compared to the same period in 2011, in which selling expenses were $31,038, compensation expenses were $-0-, general and administrative expenses were $31,980, and interest expenses were $5,454. The increase in compensation is attributable to accrual of officers’ compensation, the increase in general and administrative is due to depreciation, and legal costs associated with additional SEC filings and the increase in interest is also attributable to the acquisition of debt.

Net Loss

The net loss for the three month period ended June 30, 2012 was $193,011, which was an increase from $68,472 for the same period in 2011. The increase in compensation is attributable to accrual of officers’ compensation, the increase in general and administrative is due to depreciation, and legal costs associated with the acquisition of debt and the increase in interest is also attributable to the acquisition of debt.

Liquidity and Capital Resources

As of June 30, 2012, the Company did not have and continues to not have sufficient cash on hand to pay present obligations as they become due. In addition, due to current economic conditions and the Company’s related risks and uncertainties, there is no assurance that we will be able to raise additional capital on acceptable terms, if at all, to meet our current obligation over the next 12 months. Because of the foregoing, the Company’s auditors have expressed substantial doubt about our ability to continue as a going concern as of the year ended December 31, 2011.

Net cash used for operating activities for the six months ended June 30, 2012 and 2011, was $156,810 and $1,065, respectively.

As of June 30, 2012, Cono Italiano (Delaware) had $156,810 in cash and cash equivalents, as compared to $3,348 of a bank overdraft as of December 31, 2011. The main source of the Company’s cash has been loans from an officer; our Chief Executive Officer, Mitchell Brown, was owed $770,317 as of June 30, 2012, which total loan amount increased from $724,975 at December 31, 2011. Additionally the Company secured a convertible promissory note in the principal amount of $250,000 as disclosed below.

On November 9, 2009, Cono Italiano (Delaware) entered into a Commitment Letter, pursuant to which, one of our shareholders, Lara Mac has agreed to provide financing to Cono Italiano, Inc., with such funds as the Company’s Board of Directors shall deem to be sufficient to maintain the Company’s ordinary course of business operations (the “Commitment Amount”). Lara Mac is wholly owned by Mitch Brown, our Chief Executive Officer. We may draw on the Commitment Amount in monthly tranches in accordance with our operating requirements as set forth in our business plan. The available Commitment Amount will be reduced by the aggregate cash proceeds received by the Company which are derived from the issuance of any equity securities and Company gross revenues. Draws on the Commitment Amount will be made on terms of unsecured notes, with interest set on each note as of the date of the draw at prime rate plus two percent per annum. The notes will mature and become repayable thirty calendar days after demand at any time following the earlier of (a) December 31, 2010 or (b) the date upon which we are in receipt of revenues or proceeds from the sales of equity securities. We will give Lara Mac customary representations and warranties regarding the good standing of our Company and status of progress in respect of our Company business plan prior to each draw on the Commitment Amount, and we will provide certifications and covenants regarding use of proceeds of each draw, which will be in customary forms reasonably requested by Lara Mac as determined by reference to similar lenders making similar loans to similar companies. Lara Mac will not be required to make any loans under the Commitment Amount to us if we are unable to make the representations, warranties, certifications or covenants, or if we are in breach of any previously given representations, warranties, certifications or covenants. If we breach any of the notes, the default rate will be 15% per annum and Lara Mac may seek recourse against our company for repayment of all of the notes. As of June 30, 2012, there had been no borrowings under the Commitment Letter.

On February 27, 2012, the Company issued a secured convertible promissory note in the principal amount of $250,000 in favor of TCA (as defined herein) (the “Convertible Note”). The maturity date of the Convertible Note is February 27, 2013, and the Convertible Note bears interest at a rate of twelve percent (12%) per annum. The Convertible Note is convertible into shares of the Company’s common stock at a price equal to ninety-five percent (95%) of the lowest daily volume weighted average price of the Company’s common stock during the five (5) trading days immediately prior to the date of conversion. The Convertible Note may be prepaid in whole or in part at the Company’s option without penalty.

Further, on February 27, 2012, the Company entered into a committed equity facility (the “Equity Agreement”) with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“TCA”). Pursuant to the terms of the Equity Agreement, for a period of twenty-four (24) months commencing on the date of effectiveness of the a registration statement, TCA has committed to purchase up to $1,500,000 of the Company’s common stock, par value $0.001 per share.

The Company expects the current resources from the Convertible Note, as well as the resources available from the Equity Agreement once the registration statement is declared effective, to be sufficient for a period of approximately 24 months, depending upon certain funding conditions contained therein, unless significant additional financing is received. Management has determined that general expenditures must be reduced and additional capital will be required in the form of equity or debt securities. In addition, if we cannot raise additional short term capital we will be forced to continue to further accrue liabilities due to our limited cash reserves. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If adequate funds are not available to us when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy.

The following table summarizes total current assets, liabilities and working capital at June 30, 2012, compared to June 30, 2011.

	June 30, 2012 (Unaudited)			December 31, 2011			Increase/ (Decrease)
Current Assets	$	309,803		$	32,937		$	276,866
Current Liabilities	$	1,713,440		$	1,219,720		$	493,720
Working Capital Deficit	$	(1,403,637	)	$	(1,186,783	)	$	216,854

As of June 30, 2012, we had a working capital deficit of $1,403,637, as compared to a working capital deficit of $1,186,783 as of December 31, 2011, an increase of $216,854. Factors contributing to the increase in this deficit include increased expenses to service customers, trade shows, and equipment purchased to make sales presentations.

Current Liabilities consists of the following:

	June 30, 2012		December 31, 2011

Accounts Payable	$	180,057	$	135,508
Accrued Compensation, Officers		112,500		0
Bank overdraft		0		3,348
Accrued Expenses		70,874		54,713
Accrued Legal Expense		196,826		187,525
Accrued Interest, Officers		56,825		52,746
Due to Officer		770,317		724,975
Convertible Note Payable, Net		241,228		0
Notes Payable		84,813		60,905
Total Current Liabilities	$	1,713,440	$	1,219,720

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Though we evaluate our estimates and assumptions on an ongoing basis, our actual results may differ from these estimates.

Accounts Receivable

The Company considers accounts receivable to be fully collectible. Accordingly, no allowance for doubtful accounts is required. If amounts become uncollectible they will be charged to operations when that determination is made.

Revenue Recognition

Stock-Based Compensation

Stock-based compensation related to non-employees is recognized as compensation expense in the accompanying consolidated statements of operations and is based on the fair value of the services received or the fair value of the equity instruments issued, whichever is more readily determinable. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505, “Equity Based Payments to Non-Employees.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

Recently Issued Accounting Standards

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

Off Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures.

Pursuant to Rule 13a- 15(b) under the Exchange Act, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s PEO and PFO concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s PEO and PFO, 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, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on April 16, 2012.

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

On April 16, 2012, the Company entered into a Securities Purchase Agreement with a private investor whereby the private investor was issued 2,000,000 shares of the Company’s common stock for a purchase price of $75,000.

Item 3. Defaults Upon Senior Securities

There were no defaults upon senior securities during the quarter ended June 30, 2012.

Item 4. Mine Safety Disclosures.

Not applicable

Item 5. Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

Item 6. Exhibits.

Exhibit No.		Description


31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*


31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*


32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*


32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

*filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CONO ITALIANO, INC.
	(Registrant)

Dated: August 14, 2012
	By:	/s/ Mitchell Brown
		Name:	Mitchell Brown
		Title:	Principal Executive Officer

Dated: August 14, 2012
	By:	/s/ Alex J. Kaminski
		Name:	Alex J. Kaminski
		Title:	Principal Financial Officer and Chief Accounting Officer

Cono Italiano, Inc. 10-Q