Lotus Bio-Technology Development Corp. - Quarter Report: 2015 September (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 SEPTEMBER 30,2015
	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]

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 November 13, 2015, 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.	3
	Balance Sheets (Unaudited)	3
	Statements of Operations (Unaudited)	4
	Statements of Cash Flows (Unaudited)	5
	Notes to the Financial Statements (Unaudited)	6
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.	8
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	9
ITEM 4.	CONTROLS AND PROCEDURES.	9
PART II.  OTHER INFORMATION
ITEM 1A.	RISK FACTORS.	10
ITEM 6.	EXHIBITS.	10
Signatures		10
Exhibit Index		10

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STARFLICK.COM INCORPORATED
Balance Sheets
(Unaudited)
						September 30		March 31
						2015		2015
						$		$
ASSETS
Current Assets
	Cash and cash equivalents					828		1,505
	Total current assets					828		1,505
Property and equipment, net						6,550		-
TOTAL ASSETS						7,378		1 ,505
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
	Accounts payable and accrued liabilities					10,265		8,738
	Due to related parties					48,488		37,970
	Total current liabilities					58,753		46,708
TOTAL LIABILITIES						58,753		46,708
Stockholder's equity (Deficiency)
	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					(154,466)		(148,294)
	Total stockholders' equity (deficit)					(51,375)		(45,203)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)						7,378		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

4

STARFLICK.COM INCORPORATED
Statements of Cash Flows
(Unaudited)
							Six Months		Six Months
							Ended		Ended
							September 30		September 30
							2015		2014
							$		$
Cash flows from operating activities
	Net loss						(6,172)		(31,346)
	Changes in non-cash working capital
	Accounts payable and accrued liabilities						1,527		6,117
	Net cash used in operating activities						(4,645)		(25,229)
Cash flows from investing activities                    Purchase of equipments							(6,550)		-
Net cash used in investing activities							(6,550)		-
Cash flows from financial activities
	Due to related parties						10,518		25,194
	Net cash provided by financing activities						10,518		25,194
Decrease in cash and cash equivalents							(677)		(35)
Cash and cash equivalents, beginning of period							1,505		105
Cash and cash equivalents, end of period							828		70
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest							-		-
Cash paid for income taxes							-		-
Total cash paid for interest and income taxes							-		-

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

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STARFLICK.COM INCORPORATED

Notes to the Financial Statements

(Unaudited)

1.

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

Starflick.com was created to fulfill the market of “indie” films, and to allow independent producers and the smaller film industry to have a platform for broadcasting and advertising their films.  Low-budget films (films produced under $2 Million) have barriers to entry for penetrating their target audience. With the Internet age, Starflick.com planned on making a platform which would allow these films to be broadcasted through IP streaming.  

Part of Starflick.com’s business model is to charge a subscription fee for stream the service to its future customer base.

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

In 2015, the Company has amended its business plan to include opportunities for streaming movies as well as downloading movies for repeatable use that abide by the public domain laws of distributing those contents.

In early 2015, the Company has updated its website and put the digital data/content on new servers which would be later used or anticipated to be used for streaming more content at higher bandwidth.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the US (US GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. The accompanying consolidated financial statements at September 30, 2015 and March 31, 2015 and for the three and six months ended September 30, 2015 and 2014 contain all normally recurring adjustments considered necessary for a fair presentation of our financial position, results of operations, cash flows and shareholders’ equity for such periods. Certain prior-period amounts have been reclassified to conform to the current-period presentation. Operating results for the three and six months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending March 31, 2016. These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended March 31, 2015.

2.

GOING CONCERN

The Company’s 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 $6,172 through September 30, 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.

SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

As at September 30, 2015 cash and cash equivalents consist of only cash.

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Accounting 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 and assumptions.

Loss Per Share

Loss  per  share  is  computed  using  the  weighted  average  number  of shares outstanding during  the  period.  We have adopted ASC 260, "Earnings Per Share".  Diluted loss per share as at September 30, 2015 is equivalent to basic loss per share as there was no potential dilutive equity instrument.

 

Foreign Currency Transactions

The Company's functional currency is Canadian dollars and its reporting currency is the United States dollar. The Company’s financial statements are translated from its functional currency, Canadian dollars, to the reporting currency, United States dollars, using the current rate method. Assets and liabilities are translated using the current rate in effect at the balance sheet date and revenues and expenses are translated at the average rate for the period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders’ equity. At September 30, 2015, the Company did not have any other comprehensive income (loss).

Capital Stock – share structure

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 stock split in the Company’s stocks as shown on the balance sheets. The stock split is reflected retroactively.

4.

DUE TO RELATED PARTIES

Due to director

During the six months ended September 30, 2015, the Company incurred $5,427 of legal and accounting expense, $745 for stock transfer fees, and $6,550 for services and computer hardware assets for its business.

As at September 30, 2015 the balance due to director was $48,488. The amount due to the director is unsecured, non-interest bearing and due on demand.

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

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. We have a business plan that is focused on the Entertainment and Internet Media industry. Our business plan is to generate revenue from subscriptions from customers who want to view our entertainment and unique media content.

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.

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.

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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.

Results of operations

From Inception on March 24, 2011 to Sept 30, 2015

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."  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; completed our public offering; and, spent all of the proceeds of 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.  Since then, we have spent the $104,250.

Liquidity and capital resources

As of the date of this report, 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 also sold 1,042,500 shares pursuant to our registration statement.  The shares of common stock sold in our public offering.

As of September 30, 2015, our total assets were $7,378 and our total liabilities were $58,753. As of September 30, 2015, we had cash of $828.

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 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 not effective.

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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.

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 November, 2015.

	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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