Regenicin, Inc. - Quarter Report: 2008 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
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[X]
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Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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For
the quarterly period ended March 31,
2008
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[ ]
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Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934
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For
the transition period to __________
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Commission
File Number: 333-146834
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Windstar,
Inc.
(Exact
name of small business issuer 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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(IRS
Employer Identification No.)
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No
47 Hala Pegoh,
Taman
Sri Pengkalan 31650
Ipoh, Perak,
Malaysia
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(Address
of principal executive offices)
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(014)
327-4470
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(Issuer’s
telephone number)
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_______________________________________________________________
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(Former
name, former address and former fiscal year, if changed since last
report)
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Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days [X]
Yes [ ] 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.
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[ ]
Large accelerated filer Accelerated filer
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[ ]
Non-accelerated filer
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[X]
Smaller reporting company
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [X] No [
]
State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 2,150,000 Common Shares as of March
31, 2008.
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Page
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PART I – FINANCIAL INFORMATION
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PART II – OTHER INFORMATION
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PART
I - FINANCIAL INFORMATION
Our
unaudited financial statements included in this Form 10-Q are as
follows:
These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-Q. In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included. Operating results for the interim
period ended March 31, 2008 are not necessarily indicative of the results that
can be expected for the full year.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEET
As
of March 31, 2008
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ASSETS
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Current
Assets
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Cash
and equivalents
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$ | -0- |
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Prepaid
expenses
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-0- | |
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TOTAL
ASSETS
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$ | -0- |
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
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Current
Liabilities
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$ | -0- |
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Stockholders’
Equity
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Common
Stock, $.001 par value, 100,000,000 shares authorized, 2,150,000
shares issued and outstanding
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2,150 | |
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Additional
paid-in capital
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40,850 | |
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Deficit
accumulated during the development stage
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(43,000) | |
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Total
stockholders’ equity
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-0- | |
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TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
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$ | -0- |
See accompanying notes to financial statements.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
Three
Months and Six Months Ended March 31, 2008
Period
from September 6, 2007 (Inception) to March 31, 2008
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Three
months ended
March
31, 2008
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Six
months ended March
31, 2008 |
Period
from September
6, 2007March
31, 2008
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Revenues
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$ | -0- | $ | -0- | $ | -0- | ||
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Expenses
:
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Professional
fees
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2,000 | 39,000 | 43,000 | |||||
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Net
Loss
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$ | (2,000) | $ | (39,000) | $ | (43,000) | ||
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Net
loss per share:
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Basic
and diluted
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$ | 0.00 | $ | (0.02) | $ | (0.02) | ||
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Weighted
average shares outstanding:
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Basic
and diluted
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2,150,000 | 2,150,000 | 2,150,000 | |||||
See
accompanying notes to financial statements.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF STOCKHOLDERS’ EQUITY
Period
from September 6, 2007 (Inception) to March 31, 2008
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Common
stock
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Additional
paid-in
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Deficit
accumulated during the development
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Shares
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Amount
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capital
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stage
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Total
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Issuance
of common stock for
cash @$.001
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2,150,000 | $ | 2,150 | $ | 40,850 | $ | - | $ | 43,000 | ||||
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Net
loss for the period
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- | - | - | (4,000) | (4,000) | ||||||||
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Balance,
September 30, 2007
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2,150,000 | 2,150 | 40,850 | (4,000) | 39,000 | ||||||||
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Net
loss for the period
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- | - | - | (39,000) | (39,000) | ||||||||
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Balance,
March 31, 2008
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2,150,000 | $ | 2,150 | $ | 40,850 | $ | (43,000) | $ | - | ||||
See
accompanying notes to financial statements.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
Three
Months and Six Months Ended March 31, 2008
Period
from September 6, 2007 (Inception) to March 31, 2008
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Three
months ended
March
31,
2008
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Six
months ended
March
31,
2008
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Period
From September
6, 2007 |
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CASH
FLOWS FROM OPERATING ACTIVITIES
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Net
loss
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$ | (2,000) | $ | (39,000) | $ | (43,000) | ||
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Change
in non-cash working capital items
Prepaid
expenses
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2,000 | 4,000 | - 10,962 | |||||
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CASH
FLOWS USED BY OPERATING ACTIVITIES
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0 | (35,000) | (43,000) | |||||
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CASH
FLOWS FROM FINANCING ACTIVITIES
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Proceeds
from sales of common stock
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0 | 0 | 43,000 | |||||
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NET
INCREASE IN CASH
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(2,000) | (35,000) | 0 | |||||
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Cash,
beginning of period
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2,000 | 35,000 | 0 | |||||
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Cash,
end of period
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$ | 0 | $ | 0 | $ | 0 | ||
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SUPPLEMENTAL
CASH FLOW INFORMATION
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Interest
paid
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$ | 0 | $ | 0 | $ | 0 | ||
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Income
taxes paid
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$ | 0 | $ | 0 | $ | 0 | ||
See
accompanying notes to financial statements.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
March
31, 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 March 31, 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
March
31, 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 March 31, 2008 consisted of an advance retainer paid to the firms
outside independent auditors for services to be rendered for periods after March
31, 2008.
NOTE
3 – INCOME TAXES
For
the period ended March 31, 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 $43,000 at March 31, 2008, and
will expire in the year 2028.
WINDSTAR,
INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
March
31, 2008
NOTE
3 – INCOME TAXES (continued)
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
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2008
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Deferred
tax asset attributable to:
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Net
operating loss carryover
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$ | 14,500 |
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Valuation
allowance
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(14,500) | |
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Net
deferred tax asset
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$ | - |
NOTE
4 – LIQUIDITY AND GOING CONCERN
Windstar
has limited working capital and has not yet received revenues from sales of
products or services. 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.
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
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.
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 Three and Six Months Ended March 31, 2008 and Period from
September 6, 2007 (Date of Inception) until March 31, 2008
We
generated no revenue for the period from September 6, 2007 (Date of Inception)
until March 31, 2008. 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.
Our
Operating Expenses for the three months ended March 31, 2008 were $37,000,
consisting entirely of Professional Fees. Our Operating Expenses for
the six months ended March 31, 2008 were $39,000, consisting entirely of
Professional Fees. Our Operating Expenses from September 6, 2007
(Date of Inception) to March 31, 2008 were $43,000, consisting entirely of
Professional Fees. We, therefore, recorded a net loss of $2,000 for the three
months ended March 31, 2008, $39,000 for the six months ended March 31, 2008,
and $43,000 for the period from September 6, 2007 (Date of Inception) until
March 31, 2008. Our operating expenses are wholly attributable to professional
fees associated with the initial development of our business, legal expenses,
and consulting 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.
Liquidity
and Capital Resources
As of
March 31, 2008, we had no current assets. We had no current liabilities as of
March 31, 2008. Thus, we have working capital of $0 as of March 31,
2008.
Operating
activities used $43,000 in cash for the period from September 6, 2007 (Date of
Inception) until March 31, 2008. Our net loss of $43,000 represented all our
negative operating cash flow. Financing Activities during the period from
September 6, 2007 (Date of Inception) until March 31, 2008 generated $43,000 in
cash during the period.
As of
March 31, 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
limited 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
March 31, 2008, there were no off balance sheet arrangements.
A smaller
reporting company is not required to provide the information required by this
Item.
We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of March 31, 2008. This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, Siew Mee Fam. Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of March 31, 2008, our disclosure controls and procedures are
effective. There have been no significant changes in our internal
controls over financial reporting during the quarter ended March 31, 2008 that
have materially affected or are reasonably likely to materially affect such
controls.
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
Limitations on the
Effectiveness of Internal Controls
Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. An internal control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the internal control. The design of
any system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
Over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may
deteriorate.
PART
II – OTHER INFORMATION
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.
A smaller
reporting company is not required to provide the information required by this
Item.
None
None
No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended March
31, 2008.
None
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Exhibit
Number
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Description
of Exhibit
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3.1
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Articles
of Incorporation (1)
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3.2
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By-Laws
(1)
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(1)
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Previously
included as an exhibit to the Registration Statement on Form SB-2 filed on
October 22, 2007
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SIGNATURES
In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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Windstar,
Inc.
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Date:
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May
12, 2008
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By: /s/Siew Mee
Fam
Siew
Mee Fam
President,
Secretary, Chief Executive Officer, Chief Financial
Officer, Principal Accounting Officer, Treasurer, and
Director
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