Lotus Bio-Technology Development Corp. - Quarter Report: 2015 December (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31,2015
	OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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) 397-3035

(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]

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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):

Large Accelerated Filer	[   ]	Accelerated Filer	[   ]
Non-accelerated Filer (Do not check if smaller reporting company)	[   ]	Smaller Reporting Company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES [  ]     NO [ X  ]

As of February 16, 2016 there were 181,275,000 shares of the registrant's $0.00001 par value common stock issued and outstanding.

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Table of Contents

TABLE OF CONTENTS

		Page
PART I.  FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS.	4
	Balance Sheets- Unaudited	4
	Statements of Operations- Unaudited	5
	Statements of Cash Flows- Unaudited	6
	Notes to the Financial Statements- Unaudited	7
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.	9
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	10
ITEM 4.	CONTROLS AND PROCEDURES.	10
PART II.  OTHER INFORMATION
ITEM 1A.	RISK FACTORS.	11
ITEM 5.	OTHER INFORMATION
ITEM 6.	EXHIBITS.	11
Signatures		12

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STARFLICK.COM
Balance Sheets
(Unaudited)
						December 31,		March 31,
						2015		2015
						$		$
ASSETS
Current Assets
	Cash and cash equivalents					1		1,505
	Total current assets					1		1,505
Property and equipment, net						6,550		-
TOTAL ASSETS						6,551		1 ,505
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
	Accounts payable and accrued liabilities					14,768		8,738
	Due to related parties					49,686		37,970
	Total current liabilities					64,454		46,708
TOTAL LIABILITIES						64,454		46,708
Stockholders’ deficit
	Share capital
	Authorized:
	100,000,000 preferred shares, par value $0.00001
	300,000,000 common shares, par value $0.00001
	Issued and outstanding:
	Nil preferred shares					-		-
	181,275,000 common shares					1,813		1,813
	Additional paid-in capital					101,278		101,278
	Accumulated deficit					(160,994)		(148,294)
	Total stockholders' deficit					(57,903)		(45,203)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT						6,551		1,505

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

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

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

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STARFLICK.COM

Notes to the Financial Statements

(Unaudited)

1.

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Starflick.Com (the “Company”) was formed on March 24, 2011 with planned principal operations as an independent motion picture producer.

In late 2014, the Company has revised its business plan to incorporate establishing partnerships and affiliates with companies in the movie and entertainment industry.

The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended December 31, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2016. The accompanying unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company's March 31, 2015 Form 10-K.

Property and Equipment

Property and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repairs and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of the Company’s property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 3 to 5 years.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets, including property and equipment, identifiable intangibles, and goodwill annually or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows will be less than the carrying amount of the assets.

2.

GOING CONCERN

The Company’s interim financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates realization of assets and liquidation of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has incurred net loss of $12,700 for the nine months ended December 31, 2015. The Company has not generated any operating revenues to date and existence is dependent upon management’s ability to develop profitable operations. These conditions raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty.

With the existing project, we have a business plan to obtain subscription fees from customers, which is part of our plan to become cash flow positive.  Additionally, the management will supplement the Company with proceeds as needed to keep its filings and necessary fees in good standing.

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. 

3.

STOCKHOLDERS’ EQUITY

The corporation’s articles pertaining to stock has been amended as of July 16, 2015 to increase the authorized capital stock to 300,000,000 shares of common stock having par value of $0.00001 per share. The amendment was made and approved by the Company’s Board of Directors on July 15, 2015. The increase in authorized shares of common stock has been retroactively reflected in our financial statements.

In addition, during the year ended March 31, 2015, there was a thirty-for-one split in the Company's stocks as shown on the balance sheets. The stock split is reflected retroactively.

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4.

DUE TO RELATED PARTIES

As at September 30, 2015 the balance due to director was $49,686 .The amount due to the director is unsecured, non-interest bearing and due on demand.

5.

CORRECTION OF PRIOR YEAR

In previous filings, the operations of Black Rock Petroleum Co were consolidated after the entity was spun off to our shareholders. As a result Operating Expenses in the Statements of Operations were shown as combined even though they should not have been in the previously filed Form 10-Q for the three and nine months ended December 31, 2014. As a result, the net loss was larger by this nominal amount. This does not affect the Stockholder equity, nor change any forecast or outlook of the fiscal health of the company, nor influence any actions or inactions nor affect carrying out the Company's business plan. In accordance with the SEC’s Staff Accounting Bulletin Nos. 99 and 108 (SAB 99 and SAB 108), the Company evaluated this error and, based on an analysis of quantitative and qualitative factors, determined that the error was immaterial to the prior reporting period affected. However, if the adjustments to correct the cumulative effect of the above error had been recorded, the Company believes the impact would have been significant and would impact comparisons to prior periods. Therefore, as permitted by SAB 108, the Company corrected, in the current filing, previously reported results for the three and nine months ended December 31, 2014. The impact of the correction was a reduction in net loss of $8,610 and $29,752 for the three and nine months ended December 31, 2014, respectively, when compared to the previously reported amounts.

6.

SUBSEQUENT EVENTS

On January 13, 2016 we executed an asset purchase agreement with Yvoty Infomatics, dated August 1, 2015. The purchase price for the technology and software provided for in the agreement was 33,000,000 of the Company’s common shares.  As of the date of this filing the common stock has not been issued since the transaction has not closed.  

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ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Starflick.com was formed under the laws of the State of Nevada.  We have not commenced our planned principal operations.  

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; prepared our registration statement; and, completed our public offering.  Since then we have spent all of the money raised in our public offering.

The Company has been active to establish business relationships with movie distributors, resellers. The Company business plan has been expanded to search for movie distribution channels so that the Company may produce a subscription-based service for customers to view unique independent filmmaker movies.

Starflick.com's management has been active to pursue funding and to establish working relationships with third party vendors, distributors and digital entertainment media resellers in the current year. From the actions of the president, opportunities to purchase or lease digital entertainment media have been realized. In the first quarter of 2015, a proposed agreement has been issued with a vendor, Giddy Up Productions, to license its rich media consisting of three thousand (3,000) unique films for redistribution and re-broadcasting via digital IPTV and or streaming Internet channels. The media set of 3000 movies roughly equates to 180,000 minutes of unique entertainment video. Upon accepting the agreement with Giddy Up, Giddy Up shall deliver the content to Starflick.com, at which point starflick.com will be authorized to use the content.  The business plan for this agreement is to charge subscription fees to customers to access this unique rich media. Concurrently, IT infrastructure planning needs to be conducted to facilitate the streaming media so that it can handle high-capacity bandwidth upload. There shall be need to be business relationships with third party IT consultants and hardware vendors to purchase and/or lease software programming and computer hardware.

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, and sell subscriptions for our unique media content.  We are not seeking equity financing at the present time.

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 operations.  Equity financing could result in additional dilution to existing shareholders.

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Results of operations

Results of operations for the three and nine months ended December 31, 2015

We have not earned any revenues during the three and nine months ended December 31, 2015. We incurred expenses and a net loss in the amount of $6,528 for the three months ended December 31, 2015. Our expenses during the three months ended December 31, 2015 consisted of accounting and legal fees of $4,348 and stock transfer management fee of $2,180. By comparison, we incurred a net loss of $4,350 for the three months ended December 31, 2014.  

For the nine months ended December 31, 2015, we incurred expenses and a net loss in the amount of $12,700. Our expenses during the period consisted of accounting and legal fees of $9,775 and stock transfer management fee of $2,925. By comparison, we incurred a net loss of $14,554 for the nine months ended December 31, 2014.

Our losses are attributable to operating expenses together with a lack of any revenues.

Liquidity and capital resources

As of the date of this report, we have yet to generate any revenues from our business operations.

We issued 150,000,000 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 also sold 31,275,000 shares pursuant to our registration statement.  The shares of common stock sold in our public offering.

The corporation’s articles pertaining to Stock has been amended as of July 16, 2015 to increase the authorized capital stock to 300,000,000 shares of common stock having par value of $0.00001 per   share. The amendment was made and approved by the Company’s Board of Directors on July 15, 2015. The increase in authorized shares of common stock has been retroactively reflected in our financial statements.

As of December 31, 2015, our total current assets were $1 and our total current liabilities were $64,454. Accordingly, we had a working capital deficit of $64,453 as of December 31, 2015.

During the nine months ended December 31, 2015, the sole officer and director of the Company paid certain expense on behalf of the Company. As of December 31, 2015 and May 31, 2015, $49,686 and $37,970, respectively, was due to the sole officer and director. The amount due was unsecured, non-interest bearing and due on demand.

Going Concern

As discussed in the notes to our financial statements, we have no established source of revenue. This has raised substantial doubt for our auditors about our ability to continue as a going concern. Without realization of additional capital, it would be unlikely for us to continue as a going concern.

Our activities to date have been supported by equity financing and demand loans from our sole officer and director. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan.

Off Balance Sheet Arrangements

As of December 31, 2015, there were no off balance sheet arrangements.

ITEM 3.                    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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.

ITEM 4.                    CONTROLS AND PROCEDURES.

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 December 31, 2015.  Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are not effective.

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There were no changes in our internal control over financial reporting during the quarter ended December 31, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 5.               OTHER INFORMATION

On January 13, 2016 we executed an asset purchase agreement with Yvoty Infomatics, dated August 1, 2015.  The Purchase Price for the technology and software was 33,000,000 common shares.  As of the date of this filing the common stock has not been issued and the terms of the agreement were not fully executed as of December 31, 2015.

PART II - OTHER INFORMATION

ITEM 1A.               RISK FACTORS.

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.

ITEM 6.                    EXHIBITS.

		Incorporated by reference			Filed
Exhibit	Document Description	Form	Date	Number	herewith
3.1	Articles of Incorporation.	S-1	6/10/11	3.1
3.2	Bylaws.	S-1	6/10/11	3.2
14.1	Code of Ethics.	10-K	6/22/12	14.1
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
99.2	Audit Committee Charter.	10-K	6/22/12	99.2
99.3	Disclosure Committee Charter.	10-K	6/22/12	99.3
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension – Schema.
101.CAL	XBRL Taxonomy Extension – Calculations.
101.DEF	XBRL Taxonomy Extension – Definitions.
101.LAB	XBRL Taxonomy Extension – Labels.
101.PRE	XBRL Taxonomy Extension – Presentation.

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SIGNATURES

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 16^th day of February, 2016.

	STARFLICK.COM
	BY:	ZOLTAN NAGY
		Zoltan Nagy
		President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and sole member of the Board of Directors

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