Lotus Bio-Technology Development Corp. - Quarter Report: 2012 December (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2012
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number 000-54745
STARFLICK.COM
(Exact name of registrant as specified in its charter)
Nevada
(State of incorporation)
1361 Peltier Drive
Point Roberts, Washington 98281
(Address of principal executive offices)
(403) 708-2523
(Registrant’s telephone number)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 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 (SS 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 [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer
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Accelerated Filer
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Non-accelerated Filer
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Smaller Reporting Company
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[X]
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(Do not check if smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of February 15, 2013, there were 6,042,500 shares of the registrant’s $0.00001 par value common stock issued and outstanding.
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Page
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FINANCIAL STATEMENTS.
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3
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Balance Sheets as of December 31, 2012 and March 31, 2012 (Unaudited)
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3
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Statements of Expenses for the three and nine months ended December 31, 2012 and
2011, and from March 24, 2011 (inception) through December 31, 2012 (Unaudited)
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4
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Statements of Cash Flows for the nine months ended December 31, 2012
and 2011, and from March 24, 2011 (inception) through December 31, 2012
(Unaudited)
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5
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Notes to the Unaudited Financial Statements
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6
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.
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7-9
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
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9
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CONTROLS AND PROCEDURES.
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9
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RISK FACTORS.
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9
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
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9
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EXHIBITS.
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10
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11
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12
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STARFLICK.COM INCORPORATED
(A Development Stage Company)
as at December 31, 2012
(Unaudited)
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Dec 31
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March 31
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2012
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2012
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$
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$
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ASSETS
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Current Assets
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Cash and cash equivalents
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15,569
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411
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Total assets
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15,569
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411
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LIABILITIES AND SHAREHOLDERS' EQUITY
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Current liabilities
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Accounts payable and accrued liabilities
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700
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11,416
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Due to related parties
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-
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40,384
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Total liabilities
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700
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51,800
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Stockholder's equity (Deficiency)
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Share capital
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Authorized:
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100,000,000 preferred shares, par value $0.00001
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100,000,000 common shares, par value $0.00001
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Issued and outstanding:
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Nil preferred shares
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6,042,500 and 5,000,000 common shares as of December 31, 2012
and March 31, 2012, respectively
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60
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50
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Additional paid-in capital
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104,240
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-
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Deficit accumulated during the development stage
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(89,431)
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(51,439)
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Total stockholders’ equity (deficit)
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14,869
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(51,389)
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Total liabilities and stockholders’ equity (deficit)
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15,569
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411
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The accompanying notes are an integral part of these unaudited financial statements.
STARFLICK.COM INCORPORATED
(A Development Stage Company)
For the period from March 24, 2011 (Inception) to December 31, 2012
(Unaudited)
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Three
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Three
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Nine
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Nine
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Inception
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Months
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Months
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Months
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Months
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(March 24,
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Ended
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Ended
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Ended
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Ended
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2011) to
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Dec 31,
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Dec 31,
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Dec 31
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Dec 31
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Dec 31,
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2012
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2011
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2012
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2011
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2012
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$
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$
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$
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$
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$
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Expenses
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Accounting and legal
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4,140
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200
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16,315
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3,475
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45,940
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General and administrative
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-
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-
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59
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-
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1,439
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Compensation fees
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21,618
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-
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21,618
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-
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21,618
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Impairment
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-
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-
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-
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20,434
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Earnings (Loss) from operations
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(25,758)
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(200)
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(37,992)
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(3,475)
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(89,431)
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Net loss and comprehensive loss for the
period
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(25,758)
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(200)
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(37,992)
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(3,475)
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(89,431)
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Basic and diluted loss per share
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(0.00)
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(0.00)
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(0.01)
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(0.00)
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Weighted average number of common
shares outstanding
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Basic and diluted
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5,679,152
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5,000,000
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5,434,513
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5,000,000
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The accompanying notes are an integral part of these unaudited financial statements.
STARFLICK.COM INCORPORATED
(A Development Stage Company)
For the period from March 24, 2011 (Inception) to December 31, 2012
(Unaudited)
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Inception
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Nine Months
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Nine Months
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(March 24,
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Ended
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Ended
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2011) to
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Dec 31,
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Dec 31,
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Dec 31,
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2012
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2011
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2012
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$
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$
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$
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Cash flows from operating activities
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Net income (Loss)
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(37,992)
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(3,475)
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(89,431)
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Impairment
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-
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20,434
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Adjustments to reconcile net loss to net cash used
in operating activities:
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Accounts payable and accrued liabilities
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(10,716)
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(350)
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700
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Cash used in operating activities
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(48,708)
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(3,825)
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(68,297)
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Cash flows from investing activities
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Website development
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-
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-
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(20,434)
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Cash used in investing activities
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-
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(20,434)
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Cash flows from financial activities
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Proceeds from issuance of common stock
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104,250
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-
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104,300
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Due to related parties
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(40,384)
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4,050
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-
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Cash provided by financing activities
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63,866
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4,050
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104,300
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Increase (Decrease) in cash and cash equivalents
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15,158
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225
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15,569
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Cash and cash equivalents, beginning of period
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411
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50
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-
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Cash and cash equivalents, end of period
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15,569
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275
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15,569
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The accompanying notes are an integral part of these unaudited financial statements.
STARFLICK.COM INCORPORATED
(A Development Stage Company)
For the period from March 24, 2011 (Inception) December 31, 2012
(Unaudited)
1. INCORPORATION AND CONTINUANCE OF OPERATIONS
Starflick.Com Incorporated (“we”, “our”, the “Company”) was formed on March 24, 2011 under the laws of the state of Nevada. We have not commenced our planned principal operations as an independent motion picture producer. We are considered as a development stage company as defined in ASC 915 “Accounting and Reporting for Development Stage Enterprises”. The Company’s fiscal year end is March 31.
These financial statements have been prepared in accordance with U.S. generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. We have incurred operating losses and require additional funds to maintain our operations. Management’s plans in this regard are to raise equity financing as required.
These conditions raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty.
We have not generated any operating revenues to date.
2. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.
3. DUE TO DIRECTOR
During the nine months from April 01, 2012 to December 31, 2012, the Company paid back all the amounts owed to the director. At December 31, 2012, the balance due to the director was $0.
4. EQUITY
During the nine months ended December 31, 2012, 1,042,500 common shares were sold for a total of $104,250.
This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We are a start-up stage corporation and have not started operations or generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we complete the development of our website and produce and market a film. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our project and begin our operations. Even if we raise the minimum or maximum amount of money in our public offering, we do not know how long the money will last, however, we do believe it will last twelve months.
To meet our need for cash we are attempting to raise money from our public offering. We believe that we will be able to raise enough money through our public offering to maintain operations for twelve months, but we cannot guarantee that once we begin operations we will stay in business after twelve months. At the present time, we have not made any arrangements to raise additional cash, other than through our public offering. If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. Whether we raise the minimum or maximum amount of money from our public offering, we believe it will last a year. There is no guarantee, however that the funds raised in our public offering, whether the minimum or maximum amount, will last a year.
If we raise less than the maximum amount and we need more money, we will have to revert to obtaining additional money as described herein. Other than as described herein, we have no other financing plans.
Plan of Operation
All of the information following is based upon estimates. We are a startup company, or in other words, a company with a limited operating history, since our operations have been limited to incorporating Starflick.com; issuing stock to Zoltan Nagy, our sole officer and director; developing our business plan; began developing our website; reviewed films and film scripts; and, prepared this registration statement. We cannot tell you when we will begin operations actual film production activities because actual film production activities are conditioned upon raising at least the minimum amount of our public offering. Upon raising at least the minimum amount of our public offering, we will diligently proceed to implement our plan of operation. We will not take any steps to acquire one or more options to acquire film rights or to acquire a screenplay until we have completed our public offering and raised at least the minimum offering proceeds.
We plan to produce one film from the proceeds of our public offering. If we are able after completing the production of our first film, we plan to produce more films. The terms and conditions for subsequent films have not been considered at this time, but will only be considered on examination of the results of our first film. There is no assurance we will ever produce a subsequent film. The budget for our first film will be between $70,000 and $170,000, depending upon how much money we raise in this public offering. There is no guarantee that we will be able to produce our first film, even if we raise the minimum amount of our public offering. It will be based on the
first screenplay we purchase. Each amount was determined exclusively by Zoltan Nagy, our president, based upon his personal experiences in the production of films. Mr. Nagy’s experience is limited and accordingly, the estimates may not be accurate.
Since our inception we have taken the following material steps in order to begin our operations:
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1.
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Incorporated Starflick.com
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2.
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Issued stock to Zoltan Nagy, our sole officer and director.
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3.
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Developed our business plan.
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4.
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Began development of our website.
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5.
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Reviewed films and film scripts.
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6.
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Prepared our registration statement and filed it with the SEC.
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7.
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Completed our public offering.
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We are in the process of having our shares listed for trading on the Bulletin Board. As soon as we are listed, we will begin our operations as set forth in our prospectus.
Limited operating history; need for additional capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
To become profitable and competitive, we have to produce and sell our films. We are seeking equity financing to provide for the capital required to implement our operations.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Results of operations
From Inception on March 24, 2011 to December 31, 2012
During the period we incorporated the company, hired the attorney and hired the auditor for the preparation of this registration statement. We have prepared an internal business plan. We have reserved the domain name “www.starflick.com.” Our net loss since inception is $89,431. We are a startup company, or in other words, a company with a limited operating history, since our operations have been limited to incorporating Starflick.com; issuing stock to Zoltan Nagy, our sole officer and director; developing our business plan; began developing our website; reviewed films and film scripts; and, prepared this registration statement.
We cannot tell you when we will begin operations actual film production activities because actual film production activities are conditioned upon raising at least the minimum amount of our public offering. We expect to begin actual film production activities 100 days after we complete our public offering.
Since inception, we sold 5,000,000 shares of common stock to our sole officer and director for $50. And during the nine months ended December 31, 2012, we sold 1,042,500 shares for total proceeds of $104,250.
Liquidity and capital resources
As of the date of this prospectus, we have yet to generate any revenues from our business operations.
We issued 5,000,000 shares of common stock pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended. This was accounted for as a sale of common stock. We have sold 1,042,500 shares pursuant to our registration statement. The shares of common stock sold in our public offering are held by us pending receipt of the minimum amount of the offering.
As of December 31, 2012, our total assets were $15,569 and our total liabilities were $700. As of December 31, 2012, we had cash of $15,569.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended December 31, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Status of Our Public Offering
On March 29, 2012, our Form S-1 registration statement (SEC file no. 333-174833) was declared effective by the SEC. Pursuant to the S-1, we offered 1,000,000 shares minimum, 2,000,000 shares maximum at an offering price of $0.10 per share in a direct public offering, without any involvement of underwriters or broker-dealers. We have completed our public offering and sold 1,042,500 shares of common stock, thereby raising $104,250. We have not used any of the proceeds as of December 31, 2012.
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Incorporated by reference
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Filed
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Exhibit
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Document Description
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Form
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Date
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Number
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herewith
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3.1
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Articles of Incorporation.
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S-1
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6/10/11
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3.1
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3.2
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Bylaws.
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S-1
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6/10/11
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3.2
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14.1
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Code of Ethics.
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10-K
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6/22/12
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14.1
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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32.1
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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X
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99.2
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Audit Committee Charter.
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10-K
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6/22/12
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99.2
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99.3
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Disclosure Committee Charter.
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10-K
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6/22/12
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99.3
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101.INS
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XBRL Instance Document.
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X
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101.SCH
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XBRL Taxonomy Extension – Schema.
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X
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101.CAL
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XBRL Taxonomy Extension – Calculations.
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X
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101.DEF
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XBRL Taxonomy Extension – Definitions.
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X
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101.LAB
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XBRL Taxonomy Extension – Labels.
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101.PRE
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XBRL Taxonomy Extension – Presentation.
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Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 19th day of February, 2013.
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STARFLICK.COM
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BY:
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ZOLTAN NAGY
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Zoltan Nagy
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President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and sole member of the Board of Directors
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Incorporated by reference
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Filed
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Exhibit
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Document Description
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Form
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Date
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Number
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herewith
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3.1
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Articles of Incorporation.
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S-1
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6/10/11
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3.1
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3.2
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Bylaws.
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S-1
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6/10/11
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3.2
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14.1
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Code of Ethics.
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10-K
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6/22/12
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14.1
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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32.1
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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X
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99.2
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Audit Committee Charter.
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10-K
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6/22/12
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99.2
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99.3
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Disclosure Committee Charter.
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10-K
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6/22/12
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99.3
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101.INS
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XBRL Instance Document.
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X
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101.SCH
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XBRL Taxonomy Extension – Schema.
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X
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101.CAL
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XBRL Taxonomy Extension – Calculations.
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X
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101.DEF
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XBRL Taxonomy Extension – Definitions.
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X
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101.LAB
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XBRL Taxonomy Extension – Labels.
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X
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101.PRE
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XBRL Taxonomy Extension – Presentation.
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X
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-12-