Regenicin, Inc. - Annual Report: 2008 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
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[X]
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ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended September 30,
2008
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| [ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT | |
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For
the transition period from _________ to ________
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Commission
file number: 333-146834
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Windstar,
Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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N/A
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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No
47 Hala Pegoh,
Taman
Sri Pengkalan 31650
Ipoh, Perak,
Malaysia
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________
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number: (014)
327-4470
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| Securities registered under Section 12(b) of the Exchange Act: | |
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Title
of each class
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Name
of each exchange on which registered
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none
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not
applicable
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| Securities registered under Section 12(g) of the Exchange Act: | |
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Title
of each class
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Name
of each exchange on which registered
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none
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not
applicable
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes [ ] No
[X]
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
[ ] No
[X]
Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days. Yes [X] No
[ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes [X] No
[ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
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 [X] No
[ ]
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter. Not
available
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. 2,150,000 as of September 30,
2008.
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Page
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PART
I
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PART
II
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PART
III
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PART
IV
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| Item 15. | Exhibits, Financial Statement Schedules | |
PART I
Item 1. Business
Company
Overview
We were
incorporated as “Windstar, Inc.” in the State of Nevada on September 6, 2007. We
are engaged in the business of developing, producing, and marketing an effective
and inexpensive air purification device.
Our goal
is to produce an improved air purification device (our “Product”) specifically
for removing the impurities produced while cooking, and for recycling and
redistributing the cleansed air back into the kitchen. Our intention is to
manufacture and distribute our Product to residential consumers in the
Philippines and other Asian countries for everyday use in their
homes.
We are a
development stage company and have not generated any sales to date. Our product
is still in the development stage and is not yet ready for commercial sale. We
plan to complete the development of our product in the next six to twelve
months, and begin recognizing revenue from the distribution of our product by
April, 2009.
The
Market for our Product
In many
Asian countries, the standard of living has been steadily increasing for the
average citizen as a result of recent economic and political stability. As a
result, more families are enjoying the benefits of single residence homes, many
of which include a separate kitchen area for food preparation. Although the
standard of living has been rising, most Asian families still rely on
traditional dietary staples (fried rice, vegetables and various cuts of meat) to
feed their families. The preparation of these popular dietary choices
historically involves the ingredients being fried in some type of cooking oil,
either in a wok or a skillet, over a large stove-top flame.
The
preparation of a typical Asian meal, particularly on a hot stove, produces an
exorbitant amount of harsh airborne by-products that can adversely affect the
air quality in the surrounding space, specifically the kitchen. Once infiltrated
by these impurities, the kitchen air may contain large amounts of
particulate-laden steam, smoke, fats, oils, noxious odors and other
chemicals.
We have
reviewed current air purification systems available in Asia markets, with the
exception of Japan, in which we do not intend to operate. Most Asian kitchens
are equipped with a single fan, usually stationed above the stove area, to
remove any smoke and impurities created in the cooking process. These fans,
however, are largely ineffective and do little more than recirculate the
polluted air. Fans are not effective at improving the overall air quality in the
room, nor do they reduce any distasteful odors that may be produced while
cooking. Most specialized air purification systems available in Asia require the
installation of expensive systems of fans, vents, and filters throughout the
kitchen, which is inconvenient and impractical for residential consumers. Other
self-contained purification products similar to ours are only effective at
removing one or two contaminants from the air, and do not address the wide
variety of impurities and odors created by cooking. Our product uses a myriad of
filters and methods for removing particulate matter, reducing odors, and
cleansing the air.
Air
Purification Methods
There are
two main methods for disposing of the impurities that commonly infiltrate the
air during cooking. The first type of system simply removes the impure air from
the kitchen and transports it through vents for release into the atmosphere.
However, venting the impure air to the outside requires the installation of an
expensive and cumbersome system of filters and vents, which is not a practical
solution for most residential kitchens. Additionally, it is believed that
releasing the impure air to the atmosphere can decrease air quality in the
immediate vicinity, which is inconvenient and may even be restricted in some
areas.
The
second type of air purification system suctions the impure air, cleanses it, and
then returns it to the kitchen in a cyclical process. This system only requires
the installation of a single, self-contained air purification device in the
kitchen area, where the air is most likely to be affected by cooking
by-products. We have focused the development of our Product on this system
because it is simple, practical, and cost-effective for the residential
consumer.
Among the
systems that cleanse and recycle the air, several different processes of varying
effectiveness can be used for air purification. Most of the processes are
effective at cleansing the air of a particular contaminant. The most commonly
used processes are:
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1)
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Filter-based. A filter
based purification system suctions the impure air and forces it through a
filter to physically trap airborne particles. Most filters are effective
at trapping all particulates that are larger than a particular size. For
example, HEPA (High Efficiency Particulate Air) filters are most effective
at trapping particles that are 0.3 micrometers in size or larger. Some
more advance HEPA filters may even trap particles as small as 0.01
micrometers.
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2)
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Activated Carbon.
Activated carbon is a highly porous material that can absorb
volatile chemicals on a molecular basis, and is effective at removing
volatile organic compounds, chemicals and strong odors from the air.
Activated carbon can be used alone or in conjunction with other filter
technology.
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3)
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Ionization. Ionizer
purifiers use charged electrical surfaces to generate electrically charged
ions. These ions attach to airborne particles which are then
electrostatically attracted to a charged collector plate, thus removing
the pollutants from the air.
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Our
Product
We are in
the process of developing an air purification device that is both easily
manufactured and very effective at cleansing the impure air that results from
cooking in home kitchens. Our product is particularly useful for cleansing the
air of odors, smoke, particulates, and other by-products of Asian-style cooking
techniques employed with stoves, ovens, or indoor grilles.
Our
Product is a self-contained air purification system that utilizes a four-stage
process to remove particulate matter, decrease smoke vapors, and cut down on
noxious odors created by common Asian cooking methods. Our Product differs from
others currently available in the market because the four-stage process allows
for the optimum removal of an array of contaminants, including particulate
matter, heavy smoke, and odors, as follows:
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1)
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Air
initially passes through the first stage of our air purification system,
which is a filter net, designed to trap particulate matter as small as 0.3
micrometers, in much the same way and to a similar degree as a HEPA
filter. Our system uses an updraft vent to collect the impure air and
force it into our filtration device. We are currently investigating the
incorporation of a fan to draw the impure air into our Product. We will
assess the advantages, such as increased volume and efficiency, and
disadvantages, such as increased noise, required power to operate, and
expense to manufacture, before deciding if a fan-based system is
warranted.
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2)
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In
the second stage of our system filtered air is passed through an
ionization unit. Here the air will be further purified of particulate
matter by using electrically charged ions to attract airborne particles
and trap them on a charged electrical
surface.
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3)
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The
third stage of our system is an oil collection device, which removes heavy
grease and oil particles that are produced by cooking fatty foods over
high flames, and collects the substances in a special collection tray,
which can be easily removed, cleaned, or replaced as
necessary.
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4)
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The
fourth and final stage of our system is an activated carbon filter, which
rids the air of odors by absorbing any remaining volatile compounds on a
molecular level.
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As air
flows through our Product, it is filtered and purified multiple times, using a
variety of methods to remove as many contaminants as possible before
recirculating the recycled air back into the kitchen.
A
distinct benefit of our Product is that the filters essential to each stage of
purification are contained separately within the unit in special filtration
“drawers,” which are easy to access. This gives the consumer the ability to
remove the filtration units individually to clean or replace them without
needing to remove or replace the entire unit. The diagram below illustrates the
Product and its component pieces.
| Diagram 1 |
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1. Case
2. Filter
Unit
3. Ionization
Unit
4. Oil
Collectors
5. Activated
Carbon Unit
6. Power
Supply
7. Air
Inlet Port
8. Air
Outlet (Exhaust) Port
9. Smoke
Pipe Connectors
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Competition
We face
some competition in the development, production, and marketing of air filtration
devices. Other companies in this field are established manufacturers who sell
air filtration devices in many countries around the world. These companies enjoy
brand recognition which exceeds that of our brand name. We compete with several
manufacturers, importers and distributors who have significantly greater
financial, distribution, advertising and marketing resources than we do. We
intend to compete primarily on the basis of quality, brand name recognition and
price. Also, we are developing our Product specifically for homeowners in the
Philippines and other Asian countries
We
believe that our success will depend upon our ability to remain competitive in
our product area. The failure to compete successfully in the future could result
in a material deterioration of customer loyalty and our image and could have a
material adverse effect on our business.
Intellectual
Property
We intend
to aggressively assert our rights under trade secret, unfair competition,
trademark and copyright laws in the Philippines and the Asian countries in which
we plan to do business to protect our intellectual property, including product
formulas, proprietary manufacturing processes and technologies, product research
and concepts and recognized trademarks. These rights are protected
through the acquisition of patents and trademark registrations, the maintenance
of trade secrets, the development of trade dress, and, where appropriate,
litigation against those who are, in our opinion, infringing these
rights.
Brand
Recognition
We have
selected the name of our company in an attempt to establish our brand name.
Although our name and logo are not trademarked at this time, we anticipate the
necessity of a trademark upon successful commercialization of our Product in
order to protect our brand integrity.
Patents
We are in
the process of researching patent rights, and at present we are not aware of
anyone in Asia or the Phillipines having any patents, trademarks and/or
copyright protection for this or any similar product. Upon successful completion
of the development of our Product, we plan to apply for patent protection and/or
copyright protection in the Phillipines, and other jurisdictions in which we
conduct business and distribute our product.
Government
Regulation and Supervision
We are
subject to the laws and regulations of those jurisdictions in which we plan to
sell our product, which are generally applicable to business operations, such as
business licensing requirements, income taxes and payroll taxes. In general, the
sale of our product in the Philippines is not subject to special regulatory
and/or supervisory requirements.
Employees
We have
no other employees other than our officers and directors. If finances
permit, however, we intend on employing sales representatives in the Philippines
when our product is ready for production and shipping.
Research
and Development Expenditures
We have
not incurred any research or development expenditures since our
incorporation.
Subsidiaries
We have
neither formed, nor purchased any subsidiaries since our
incorporation.
Item 1A. Risk Factors.
A smaller
reporting company is not required to provide the information required by this
Item.
Item 1B. Unresolved Staff Comments
A smaller
reporting company is not required to provide the information required by this
Item.
Item 2. Properties
Our
operations office is located at No. 47 Hala Pegoh, 8 Taman Sri Pengkalan 31650,
Ipoh, Perak, Malaysia. We do not lease or own any real property. Our offices are
provided free of charge by Siew Mee Fam, our officer and director.
Item 3. Legal Proceedings
We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
Item 4. Submission of Matters to a Vote of Security
Holders
No
matters were submitted to a vote of the Company's shareholders during the fiscal
year ended September 30, 2008.
PART II
Item 5. Market for Registrant’s Common Equity
and Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market
Information
Our
common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is
sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network that provides information
on current "bids" and "asks", as well as volume information. Our shares are
quoted on the OTCBB under the symbol “WDST.”
The
following table sets forth the range of high and low bid quotations for our
common stock for each of the periods indicated as reported by the OTCBB. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.
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Fiscal
Year Ending September 30, 2008
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Quarter
Ended
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High
$
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Low
$
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September
30, 2008
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N/A
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N/A
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June
30, 2008
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N/A
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N/A
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March
31, 2008
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N/A
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N/A
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December
31, 2007
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N/A
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N/A
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Fiscal
Year Ending September 30, 2007
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Quarter
Ended
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High
$
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Low
$
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September
30, 2007
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N/A
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N/A
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June
30, 2007
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N/A
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N/A
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March
31, 2007
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N/A
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N/A
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December
31, 2006
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N/A
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N/A
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Penny
Stock
The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a market price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation of such duties or other
requirements of the securities laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type size and format, as the SEC shall require by rule or
regulation.
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) a monthly account statement showing the market value of each
penny stock held in the customer's account.
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.
These
disclosure requirements may have the effect of reducing the trading activity for
our common stock. Therefore, stockholders may have difficulty selling our
securities.
Holders
of Our Common Stock
As of
September 30, 2008, we had forty (40) shareholders of
record.
Dividends
There are
no restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where after giving effect to the
distribution of the dividend:
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1.
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we
would not be able to pay our debts as they become due in the usual course
of business, or;
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2.
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our
total assets would be less than the sum of our total liabilities plus the
amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the
distribution.
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We have
not declared any dividends and we do not plan to declare any dividends in the
foreseeable future.
Securities
Authorized for Issuance under Equity Compensation Plans
We do not
have any equity compensation plans.
Item 6. Selected Financial Data
A smaller
reporting company is not required to provide the information required by this
Item.
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
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” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. 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. We intend such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for
purposes of complying with those safe-harbor provisions. 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. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
Further information concerning our business, including additional factors that
could materially affect our financial results, is included herein and in our
other filings with the SEC.
Plan
of Operation in the Next Twelve Months
Product
Development
Our
company’s goal is to produce an air purification device that is available to the
public at a price of $20 per unit, so as not to create a financial hardship on
families who would like cleaner kitchen air. We will achieve this goal by
continuing to develop our product using the best materials and methods available
to achieve the highest quality product at the lowest possible production
cost.
We intend
to continue to test and refine the design of the prototype of our Product over
the coming months. While we feel that our Product in its current form could
compete effectively in the marketplace, we plan to improve the design of our
Product to improve its filtration efficiency and reduce its production cost as
much as possible. Specifically, we are looking to achieve the
following:
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Creating
the most effective purification system using the least amount of
space;
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Making
our product quieter and more energy efficient, to reduce consumer
cost;
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Selecting
the best materials available at the lowest cost
possible
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Depending
upon the success of our initial product, in the future we intend to add
additional components to give consumers more options and increase demand for our
products. We expect to incur roughly $10,000 on product development in the next
twelve months.
Production
and Distribution
We do not
currently have any manufacturing facilities. Our directors have contacted
several general manufacturers in the Philippines, and have begun negotiations
for the manufacture of our product on a contract basis. We are currently
negotiating price, payment, customer guarantee, shipping, inventory, delivery
schedule and returns. Production of our Product doesn’t require any facilities
or equipment beyond what is available at any general manufacturer. We could
contract with any general manufacturer to manufacture our product by following
our instructions. Most manufacturers already utilize the same materials we use
to create our Product, we simply need to provide the design and manufacturing
instructions. We do not anticipate renting a warehouse at this stage of our
business. The manufacturer we select to work with us will provide packaging,
storage, and shipping services for us as part of our agreement.
We intend
to sell our product in wholesale orders to large kitchen, home appliance, and
residential construction companies. Upon receiving a wholesale order, we will
arrange for manufacture and shipment of the Product to the customer at
pre-negotiated prices from the manufacturer. We anticipate wholesale orders will
be fulfilled within five business days of placing the order to the manufacturer.
Our Product will arrive at the customer fully assembled, with easy-to-follow
instructions for installation and use. As a result, production of our air
purifiers will not require us to procure any special facilities or
equipment.
Marketing
Strategy
The goal
of our company is for our air purification system to become the leading air
purification product in Asia. In order to achieve our goal, we intend to
complete the development of our initial product and introduce our product to the
kitchen and home appliance industries within the next twelve months. To increase
consumer awareness of our product among our potential customers, specifically
major kitchen retailers, we intend to specifically engage in the
following:
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Attending
National and Regional Kitchen and Home Appliance Promotions, Events and
Conferences: These are events and conferences managed by regional and
central home appliance organizations to promote new kitchen products and
technology. We plan to introduce our products to the home appliance
merchants, retailers and wholesalers in attendance at these events. These
events will also include trade meetings and promotional events and related
seminars and conferences.
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Developing
Direct Marketing Programs to Attract Retailers: We intend to market
directly to retailers by conducting seminars, through the use of online
advertisements, and through traditional media outlets such as newspapers
and trade publications.
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Special
Promotions: Initially, we intend to offer special promotions to a few
major home appliance retailers by supplying them with a limited amount of
our Product for sale or distribution to their general customers. Based on
customer feedback, we anticipate these retailers will begin placing
regular, wholesale orders with our
company.
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Product
Demonstrations: We intend to send members of our sale team to various
kitchen and home appliance supply stores and retailers to conduct live
demonstrations of our product, including assembly, installation, and
effectiveness.
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We
anticipate that the costs associated with our initial marketing program will be
approximately $6,000. Additional Travel expenses associated with the
development, production, and marketing of our Product are expected to be
approximately $4,000.
Management
Expansion
We intend
to expand our current management team to retain directors, officers and
employees with experience relevant to our business focus. Our current officers
are highly skilled in technical areas such as research and product development,
and we are looking to add officers who have experience in marketing and business
management to expand our company more effectively.
Sales
Personnel
In the
short term, we intend to use the services of our management to sell our
products. As our product approaches the manufacturing stage, however, we plan to
employ salespersons in the Philippines, and other Asian countries to promote and
sell our Product. These sales representatives will be responsible for
soliciting, selecting and securing accounts within a particular regional
territory.
Expenses
We
estimate the costs to implement our business strategy over the following twelve
months to be:
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Travel
and Related expenses, which will consist primarily of our executive
officers and directors visiting home appliance merchants, retailers and
wholesalers in their sales efforts. We estimate travel and related
expenses for the next twelve months will be approximately
$4,000;
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Initial
Marketing, which will consist of the marketing efforts discussed above,
including direct marketing and attendance at trade shows. We estimate
initial marketing expenses for the next twelve months will be
approximately $6,000;
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Research
and Development costs consist of developing and testing our Product and
determining the best combination of materials and suppliers for
production. We estimate that research and development costs for the next
twelve months will be approximately
$10,000.
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We
intend to obtain business capital through the use of private equity fundraising
or shareholder loans. We anticipate that, in time, the primary source of
revenues for our business model will be the sale of our Product.
Significant
Equipment
We do not
intend to purchase any significant equipment for the next twelve
months.
Results
of Operations for the Years Ended September 30, 2008 and 2007, and for the
period from Inception until September 30, 2008.
We have
not earned any revenues since our inception on September 6, 2007. We do not
anticipate earning revenues until such time that we refine our Product and
successfully market it to our target consumers. We are presently in the
development stage of our business and we can provide no assurance that we will
successfully implement our business plan.
We
incurred operating expenses in the amount of $44,500 for the year ended
September 30, 2008, compared with $4,000 for the year ended September 30, 2007.
The entire amount for both periods was attributable to professional
fees. We have incurred total operating expenses of $48,500 from
inception on September 6, 2007 through September 30, 2008. The entire amount was
attributable to professional fees.
We
anticipate our operating expenses will increase as we undertake our plan of
operations. The increase will be attributable to the continued development of
our Product and the professional fees associated with our becoming a reporting
company under the Securities Exchange Act of 1934.
We
incurred a net loss of $44,500 for the year ended September 30, 2008, compared
with $4,000 for the year ended September 30, 2007. We incurred a
total net loss of $48,500 from inception on September 6, 2007 through September
30, 2008. Our losses for all periods are attributable to operating expenses
together with a lack of any revenues.
Liquidity
and Capital Resources
As of
September 30, 2008, we had no current assets. We had $5,500 in current
liabilities as of September 30, 2008. Thus, we have a working capital deficit of
$5,500 as of September 30, 2008.
Operating
activities used $43,000 in cash for the period from September 6, 2007 (Date of
Inception) until September 30, 2008. Our net loss of $48,500 represented the
causal factor of our negative operating cash flow offset by accrued expenses of
$5,500. Financing Activities during the period from September 6, 2007 (Date of
Inception) until September 30, 2008 generated $43,000 in cash.
As of
September 30, 2008, we have insufficient cash to operate our business at the
current level for the next twelve months and insufficient cash to achieve our
business goals. The success of our business plan beyond the next 12 months is
contingent upon us obtaining additional financing. We intend to fund operations
through debt and/or equity financing arrangements, which may be insufficient to
fund our capital expenditures, working capital, or other cash requirements. We
do not have any formal commitments or arrangements for the sales of stock or the
advancement or loan of funds at this time. There can be no assurance that such
additional financing will be available to us on acceptable terms, or at
all.
Going
Concern
We have
negative working capital and have not yet received revenues from sales of
products or services. These factors create substantial doubt about our ability
to continue as a going concern. The financial statements contained herein do not
include any adjustment that might be necessary if we are unable to continue as a
going concern.
Our
ability to continue as a going concern is dependent on our generating cash from
the sale of our common stock and/or obtaining debt financing and attaining
future profitable operations. Management’s plans include selling our equity
securities and obtaining debt financing to fund out capital requirement and
ongoing operations; however, there can be no assurance we will be successful in
these efforts.
Off
Balance Sheet Arrangements
As of
September 30, 2008, there were no off balance sheet arrangements.
Recently Issued Accounting
Pronouncements
We do not
expect the adoption of recently issued accounting pronouncements to have a
significant impact on our results of operations, financial position or cash
flow.
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk
A smaller
reporting company is not required to provide the information required by this
Item.
Item 8. Financial Statements and Supplementary
Data
See the
financial statements annexed to this annual report.
Item 9. Changes In and Disagreements with
Accountants on Accounting and Financial Disclosure
No events
occurred requiring disclosure under Item 307 and 308 of Regulation S-K during
the fiscal year ending September 30, 2008.
Item 9A(T). Controls and Procedures
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in company reports filed or
submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission’s rules and forms. Disclosure controls
and procedures include without limitation, controls and procedures designed to
ensure that information required to be disclosed in company reports filed or
submitted under the Exchange Act is accumulated and communicated to management,
including our chief executive officer and treasurer, as appropriate to allow
timely decisions regarding required disclosure.
As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive
officer and chief financial officer carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures as of September 30, 2008. Based on their evaluation, they concluded
that our disclosure controls and procedures were effective.
Our
internal control over financial reporting is a process designed by, or under the
supervision of, our chief executive officer and chief financial officer and
effected by our board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of our financial reporting and
the preparation of our financial statements for external purposes in accordance
with generally accepted accounting principles. Internal control over financial
reporting includes policies and procedures that pertain to the maintenance of
records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of our assets; provide reasonable assurance that transactions
are recorded as necessary to permit preparation of our financial statements in
accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with the authorization of our
board of directors and management; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on our financial
statements.
Under the
supervision and with the participation of our management, including our chief
executive officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the criteria established in
Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). Based on this evaluation
under the criteria established in Internal Control – Integrated Framework, our
management concluded that our internal control over financial reporting was
effective as of September 30, 2008.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.
During
the most recently completed fiscal quarter, there has been no change in our
internal control over financial reporting that has materially affected or is
reasonably likely to materially affect, our internal control over financial
reporting.
Item 9B. Other Information
None
PART III
Item 10. Directors, Executive Officers and Corporate
Governance
The
following information sets forth the name of our executive officers and
directors, their ages as of September 30, 2008, and their present
position.
|
Name
|
Age
|
Position
Held with the Company
|
|
Siew
Mee Fam
No
47 Hala Pegoh,
8
Taman Sri Pengkalan 31650
Ipoh,
Perak, Malaysia
|
25
|
President,
Chief Executive Officer, Principal Executive Officer, Chief Financial
Officer, Principal Financial Officer, Principal Accounting Officer and
Director
|
|
Sze
Yein Wong
No
47 Hala Pegoh,
8
Taman Sri Pengkalan 31650
Ipoh,
Perak, Malaysia
|
25
|
Director
|
Set forth
below is a brief description of the background and business experience of our
sole executive officer and director.
Siew Mee Fam is our President,
Chief Executive Officer, Principal Executive Officer, Chief Financial Officer,
Principal Financial Officer, Principal Accounting Officer and Director. Siew Mee
Fam obtained a Bachelor of Arts from HELP University College in Pusat Bandar
Damansara, Malaysia in March of 2002, and has worked as a Public Relations
Specialist for Salient Synergy Sdn. Bhd. since 2002.
Sze Yein Wong is one of our
directors. Siew Mee Fam obtained a Bachelor of Science Degree from Universiti
Putra Malaysia (UPM), Serdang in April of 2002, and has worked as an Engineer
for General Electric, Inc. since 2002.
Term
of Office
Our
Directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.
Significant
Employees
We do not
currently have any significant employees aside from Siew Mee Fam and Sze Yein
Wong.
We
conduct our business through agreements with consultants and arms-length third
parties. Current arrangements in place include the following:
|
1.
|
Verbal
agreements with our accountants to perform requested financial accounting
services.
|
|
2.
|
Verbal
agreements with auditors to perform audit functions at their respective
normal and customary rates.
|
We
understand that enforcing verbal relationships is difficult and less preferred
than having written agreements where the terms and conditions are set forth
clearly. At this stage of our existence, however, we choose not to
draft documents to memorialize some of our arrangements, since we cannot afford
involving counsel at expensive rates. We do and will use written
arrangements and counsel advice to the extent financially
permissible.
Involvement
in Certain Legal Proceedings
To the
best of our knowledge, during the past five years, none of the following
occurred with respect to our present or former director, executive officer, or
employee: (1) any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time; (2) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses); (3) being subject to any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his or her involvement in any type of business,
securities or banking activities; and (4) being found by a court of competent
jurisdiction (in a civil action), the SEC or the Commodities Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.
Audit
Committee
We do not
have a separately-designated standing audit committee. The entire Board of
Directors performs the functions of an audit committee, but no written charter
governs the actions of the Board when performing the functions of what would
generally be performed by an audit committee. The Board approves the selection
of our independent accountants and meets and
Code
of Ethics
As of
September 30, 2008, we had not adopted a Code of Ethics for Financial
Executives, which would include our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions.
Item 11. Executive Compensation
Summary
Compensation Table
The table
below summarizes all compensation awarded to, earned by, or paid to both to our
officers and to our directors for all services rendered in all capacities to us
for our fiscal years ended September 30, 2008 and 2007.
|
SUMMARY
COMPENSATION TABLE
|
|||||||||
|
Name
and
principal
position
|
Year
|
Salary ($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
Siew
Mee Fam
President,
Chief Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer,
Principal
Accounting Officer and Director
|
2008
2007
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
Narrative
Disclosure to the Summary Compensation Table
We have
not entered into any employment agreement or consulting agreement with our
executive officers. There are no arrangements or plans in which we
provide pension, retirement or similar benefits for executive
officers.
Although
we do not currently compensate our officers, we reserve the right to provide
compensation at some time in the future. Our decision to compensate
officers depends on the availability of our cash resources with respect to the
need for cash to further our business purposes.
Outstanding
Equity Awards at Fiscal Year-End
The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer as of September 30,
2008.
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||
|
OPTION
AWARDS
|
STOCK
AWARDS
|
||||||||
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
|
Siew
Mee Fam
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Stock
Option Grants
We have
not granted any stock options to the executive officers or directors since our
inception.
Director
Compensation
The table
below summarizes all compensation awarded to, earned by, or paid to our
directors for all services rendered in all capacities to us for the period from
inception through September 30, 2008.
|
DIRECTOR
COMPENSATION
|
|||||||
|
Name
|
Fees
Earned or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
Sze
Yein Wong
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Narrative
Disclosure to the Director Compensation Table
We do not
pay any compensation to our directors at this time. However, we reserve the
right to compensate our directors in the future with cash, stock, options, or
some combination of the above.
We have
not reimbursed our directors for expenses incurred in connection with attending
board meetings nor have we paid any directors fees or other cash compensation
for services rendered as a director in the year ended September 30,
2008.
Stock
Option Plans
We did
not have a stock option plan as of September 30, 2008
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder
Matters
The
following table sets forth, as of September 30, 2008, certain
information as to shares of our common stock owned by (i) each person known by
us to beneficially own more than 5% of our outstanding common stock, (ii) each
of our directors, and (iii) all of our executive officers and directors as a
group:
|
Name
and Address of Beneficial Owners of Common Stock
|
Title
of Class
|
Amount and Nature of Beneficial
Ownership1
|
% of Common Stock2
|
|
Siew
Mee Fam
No
47 Hala Pegoh,
No
47 Hala Pegoh,
8
Taman Sri Pengkalan 31650
Ipoh,
Perak, Malaysia
|
Common
Stock
|
600,000
|
27.9%
|
|
Sze
Yein Wong
No
47 Hala Pegoh,
8
Taman Sri Pengkalan 31650
Ipoh,
Perak, Malaysia
|
Common
Stock
|
600,000
|
27.9%
|
|
DIRECTORS
AND OFFICERS – TOTAL
|
1,200,000
|
55.8%
|
|
|
5%
SHAREHOLDERS
|
|||
|
NONE
|
Common
Stock
|
NONE
|
NONE
|
|
|
1.
|
As
used in this table, "beneficial ownership" means the sole or shared power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of, a security). In addition,
for purposes of this table, a person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right to
acquire within 60 days after such
date.
|
|
|
2.
|
The
percentage shown is based on denominator of 2,150,000 shares of common
stock issued and outstanding for the company as of September 30,
2008.
|
Item 13. Certain Relationships and Related
Transactions, and Director Independence
None of
our directors or executive officers, nor any proposed nominee for election as a
director, nor any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to all of our outstanding
shares, nor any members of the immediate family (including spouse, parents,
children, siblings, and in-laws) of any of the foregoing persons has any
material interest, direct or indirect, in any transaction over the last two
years or in any presently proposed transaction which, in either case, has or
will materially affect us.
Item 14. Principal Accounting Fees and
Services
Below is
the table of Audit Fees (amounts in US$) billed by our auditor in connection
with the audit of the Company’s annual financial statements for the years
ended:
|
Financial
Statements for the
Year
Ended September 30
|
Audit
Services
|
Audit
Related Fees
|
Tax
Fees
|
Other
Fees
|
|
2008
|
$9500 | |||
| 2007 | $4000 |
PART IV
Item 15. Exhibits, Financial Statements
Schedules
Index to
Financial Statements Required by Article 8 of Regulation S-X:
|
Audited
Financial Statements:
|
|
|
Exhibit
Number
|
Description
|
|
3.1
|
Articles
of Incorporation, as amended (1)
|
|
3.2
|
Bylaws,
as amended (1)
|
|
23.1
|
Consent
of Maddox Ungar Silberstein, PLLC, Certified Public
Accountants
|
|
1
|
Incorporated
by reference to the Registration Statement on Form SB-2 filed on October
22, 2007.
|
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Windstar,
Inc.
|
By:
|
/s/
Siew Mee Fam
|
|
Siew
Mee Fam
President,
Chief Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer, Principal Accounting
Officer and Director
|
|
|
January
6, 2008
|
In accordance with Section 13 or 15(d)
of the Exchange Act, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated:
|
By:
|
/s/
Siew Mee Fam
|
|
Siew
Mee Fam
President,
Chief Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer, Principal Accounting
Officer and Director
|
|
|
January
6, 2008
|
|
By:
|
/s/
Sze Yein Wong
|
|
Sze
Yein Wong
Director
|
|
|
January
6, 2008
|
Maddox Ungar Silberstein, PLLC CPAs and Business
Advisors
Phone
(248) 203-0080
Fax (248)
281-0940
30600
Telegraph Road, Suite 2175
Bingham
Farms, MI 48025-4586
www.maddoxungar.com
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors of
Windstar,
Inc.
Reno,
Nevada
We have
audited the accompanying balance sheet of Windstar, Inc. as of September 30,
2008 and 2007, and the related statements of operations, stockholders’ equity,
and cash flows for the periods then ended. These financial statements are the
responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our
audit.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company has
determined that it is not required to have, nor were we engaged to perform, an
audit of its internal control over financial
reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Windstar, Inc. as of September 30,
2008 and 2007, and the results of its operations and cash flows for the periods
then ended, in conformity with accounting principles generally accepted in the
United States of America.
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has negative working capital, has not yet
received revenue from sales of products or services, and has incurred losses
since inception. These factors raise substantial doubt about the
Company’s ability to continue as a going concern. Management’s plans
with regard to these matters are described in Note 5. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Maddox Ungar
Silberstein, PLLC
Maddox
Ungar Silberstein, PLLC
Bingham
Farms, Michigan
December
23, 2008
WINDSTAR, INC.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEETS
As
of September 30, 2008 and 2007
|
2008
|
2007
|
||||
|
ASSETS
|
|||||
|
Current
Assets
|
|||||
|
Cash
and equivalents
|
$ | -0- | $ | 35,000 | |
|
Prepaid
expenses
|
-0- | 4,000 | |||
|
TOTAL
ASSETS
|
$ | -0- | $ | 39,000 | |
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|||||
|
Current
Liabilities
|
|||||
|
Accrued
expenses
|
$ | 5,500 | $ | 0 | |
|
Stockholders’
Equity (Deficit)
|
|||||
|
Common
Stock, $.001 par value, 100,000,000 shares authorized,
2,150,000 shares issued and outstanding
|
2,150 | 2,150 | |||
|
Additional
paid-in capital
|
40,850 | 40,850 | |||
|
Deficit
accumulated during the development stage
|
(48,500) | (4,000) | |||
|
Total
stockholders’ equity (deficit)
|
(5,500) | 39,000 | |||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
$ | -0- | $ | 39,000 | |
See
accompanying notes to financial statements.
WINDSTAR, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
Years
Ended September 30, 2008 and 2007
Period
from September 6, 2007 (Inception) to September 30, 2008
|
Year
Ended
September 30, 2008
|
Year
Ended
September
30, 2007
|
Period
from
September 6, 2007
(Inception) to
September 30, 2008
|
||||||
|
Revenues
|
$ | -0- | $ | -0- | $ | -0- | ||
|
Expenses:
Professional fees
|
44,500 | 4,000 | 48,500 | |||||
|
Net
Loss
|
$ | (44,500) | $ | (4,000) | $ | (48,500) | ||
|
|
||||||||
| Net
loss per share:
Basic and
diluted
|
$ | (0.02) | $ | (0.00) | $ | (0.02) | ||
|
|
||||||||
|
Weighted
average shares outstanding:
Basic
and diluted
|
2,150,000 | 2,150,000 | 2,150,000 | |||||
See
accompanying notes to financial statements.
WINDSTAR, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF STOCKHOLDERS’ EQUITY (DEFICIT)
Period
from September 6, 2007 (Inception) to September 30, 2008
|
Common
stock
|
Additional
paid-in
|
Deficit
accumulated
during
the
development
|
||||||||||||
|
Shares
|
Amount
|
capital
|
stage
|
Total
|
||||||||||
|
Issuance
of common stock for
cash @$.001
|
2,150,000 | $ | 2,150 | $ | 40,850 | $ | - | $ | 43,000 | |||||
|
Net
loss for the period ended September 30, 2007
|
- | - | - | (4,000) | (4,000) | |||||||||
|
Balance,
September 30, 2007
|
2,150,000 | 2,150 | 40,850 | (4,000) | 39,000 | |||||||||
|
Net
loss for the nine months ended September 30, 2008
|
- | - | - | (44,500) | (44,500) | |||||||||
|
Balance,
September 30, 2008
|
2,150,000 | $ | 2,150 | $ | 40,850 | $ | (48,500) | $ | (5,500) | |||||
See
accompanying notes to financial statements.
WINDSTAR, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
Years
Ended September 30, 2008 and 2007
Period
from September 6, 2007 (Inception) to September 30, 2008
|
Year
Ended
September 30, 2008
|
Year
Ended
September 30, 2007
|
Period
From
September 6, 2007
(Inception) to
September 30,
2008
|
||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
|
Net
loss
|
$ | (44,500) | $ | (4,000) | $ | (48,500) | ||
| Change in non-cash working capital items | ||||||||
|
Prepaid
expenses
|
4,000 | (4,000) | -0- | |||||
|
Accrued
expenses
|
5,500 | -0- | 5,500 | |||||
|
CASH
FLOWS USED BY OPERATING ACTIVITIES
|
(35,000) | (8,000) | (43,000) | |||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
|
Proceeds
from sales of common stock
|
-0- | 43,000 | 43,000 | |||||
|
NET
INCREASE (DECREASE) IN CASH
|
(35,000) | 35,000 | -0- | |||||
|
Cash,
beginning of period
|
35,000 | -0- | -0- | |||||
|
Cash,
end of period
|
$ | -0- | $ | 35,000 | $ | -0- | ||
|
SUPPLEMENTAL
CASH FLOW INFORMATION
|
||||||||
|
Interest
paid
|
$ | -0- | $ | -0- | $ | -0- | ||
|
Income
taxes paid
|
$ | -0- | $ | -0- | $ | -0- | ||
See
accompanying notes to financial statements.
WINDSTAR, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
September
30, 2008
NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES
Nature of
Business
Windstar,
Inc. (“Windstar”) is a development stage company and was incorporated in Nevada
on September 6, 2007. The Company is developing a cooking smoke
purifier. Windstar operates out of office space owned by a director
and stockholder of the Company. The facilities are provided at no
charge. There can be no assurances that the facilities will continue
to be provided at no charge in the future.
Development
Stage Company
The
accompanying financial statements have been prepared in accordance with the
Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by
Development-Stage Enterprises”. A development-stage enterprise is one
in which planned principal operations have not commenced or if its operations
have commenced, there has been no significant revenues there from.
Cash and
Cash Equivalents
Windstar
considers all highly liquid investments with maturities of three months or less
to be cash equivalents. At September 30, 2008 the Company had $0 of
cash.
Fair
Value of Financial Instruments
Windstar’s
financial instruments consist of cash and cash equivalents. The carrying amount
of these financial instruments approximates fair value due either to length of
maturity or interest rates that approximate prevailing market rates unless
otherwise disclosed in these financial statements.
Income
Taxes
Income
taxes are computed using the asset and liability method. Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws. A valuation allowance is provided for the amount of
deferred tax assets that, based on available evidence, are not expected to be
realized.
WINDSTAR,
INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
September
30, 2008
NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES (continued)
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 the financial statements and the
reported amount of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Basic
loss per share
Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
Recent
Accounting Pronouncements
Windstar
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 2 –
PREPAID EXPENSES
Prepaid
expenses at September 30, 2007 consisted of an advance retainer paid to the
firms outside independent auditors for services to be rendered for periods after
September 30, 2007.
NOTE 3 –
ACCRUED EXPENSES
Accrued
expenses at September 30, 2008 consisted of amounts owed to the firms outside
independent auditors for services rendered for periods reported on in these
financial statements and legal fees owed to the Company’s securities law firm
for services performed prior to year-end.
NOTE 4 –
INCOME TAXES
For the
period ended September 30, 2008, Windstar has incurred net losses and,
therefore, has no tax liability. The net deferred tax asset generated
by the loss carry-forward has been fully reserved. The cumulative net
operating loss carry-forward is approximately $48,500 at September 30, 2008, and
will expire beginning in the year 2027.
WINDSTAR,
INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
September
30, 2008
NOTE 4 –
INCOME TAXES (continued)
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
|
2008
|
||
|
Deferred
tax asset attributable to:
|
||
|
Net
operating loss carryover
|
$ | 16,500 |
|
Valuation
allowance
|
(16,500) | |
|
Net
deferred tax asset
|
$ | - |
NOTE 5 –
LIQUIDITY AND GOING CONCERN
Windstar
has negative working capital, has not yet received revenues from sales of
products or services, and has incurred losses since inception. These
factors create substantial doubt about the Company’s ability to continue as a
going concern. The financial statements do not include any adjustment
that might be necessary if the Company is unable to continue as a going
concern.
The
ability of Windstar to continue as a going concern is dependent on the Company
generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations. Management’s
plans include selling its equity securities and obtaining debt financing to fund
its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts.
F-8