10QSB: Optional form for quarterly and transition reports of small business issuers
Published on February 18, 2003
UNITED
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2002
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File number 0-25541
STARBERRYS CORPORATION
(Exact name of registrant as specified in charter)
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Nevada |
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91-1948357 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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incorporation or organization) |
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Identification No.) |
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212236 Folkestone Way |
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West Vancouver, BC, Canada |
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V7S 2X7 |
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(Address of principal executive offices) |
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(Zip Code) |
604-922-0113
Registrants telephone number, including area code
(Former name, address, and fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), Yes ý No o and ( ) has been subject to filing requirements for the past 90 days. Yes ý No o
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the last practicable date.
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Class |
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Outstanding as of December 31, 2002 |
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Common Stock, $0.001 per share |
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10,561,200 |
INDEX
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Balance Sheet as at December 31, 2002 and September 30, 2002 |
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2
PART 1 FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying balance sheet of Starberrys Corporation (a development stage company) at December 31, 2002 and September 30, 2002 and the statement of operations for the three months ended December 31, 2002 and 2001, and for the period from October 8, 1998 (date of inception) to December 31, 2002 and the statement of cash flow for the three months ended December 31, 2002 and 2001 and for the period from October 8, 1998 (date of inception) to December 31, 2002 have been prepared by the Companys management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
Operating results for the three months ended December 31, 2002, are not necessarily indicative of the results that can be expected for the year ending September 30, 2003.
3
STARBERRYS CORPORATION
(A Development Stage Company)
December 31, 2002 and September 30, 2002
(Unaudited - Prepared by Management)
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December
31, |
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September
30, |
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ASSETS |
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CURRENT ASSETS |
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Bank |
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$ |
32,230 |
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$ |
553 |
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TOTAL CURRENT ASSETS |
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$ |
32,230 |
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$ |
553 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities |
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$ |
131,102 |
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$ |
112,056 |
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Shareholder loans |
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35,655 |
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0 |
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TOTAL CURRENT LIABILITIES |
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166,757 |
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112,056 |
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STOCKHOLDERS EQUITY |
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Common
stock |
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$ |
10,561 |
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$ |
10,561 |
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Capital in excess of par value |
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91,281 |
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91,281 |
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Deficit accumulated during the development stage |
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(236,369 |
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(213,345 |
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Total Stockholders Deficiency |
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(134,527 |
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(111,503 |
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$ |
32,230 |
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$ |
553 |
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The accompanying notes are an integral part of these unaudited financial statements.
4
STARBERRYS CORPORATION
(A Development Stage Company)
For the three months ended December 31, 2002 and 2001,
and for the period from October 8, 1998 (Date of Inception) to December 31, 2002
(Unaudited Prepared by Management)
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For
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For the |
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From
Inception To |
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SALES |
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$ |
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$ |
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$ |
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GENERAL AND ADMINISTRATIVE EXPENSES: |
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Loss of license |
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50,000 |
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Accounting and audit |
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1,175 |
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950 |
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22,808 |
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Bank charges and interest |
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150 |
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18 |
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699 |
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Consulting |
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17,913 |
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Filing fees |
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2,294 |
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7,809 |
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Legal |
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17,826 |
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108,834 |
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Office and administrative expenses |
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4,397 |
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Rent |
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4,500 |
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Telephone |
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2,700 |
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Transfer agents fees |
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1,587 |
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1,541 |
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10,425 |
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Travel |
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3,416 |
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Website fees |
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500 |
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Miscellaneous other |
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(8 |
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2,368 |
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NET LOSS |
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$ |
(23,024 |
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$ |
(2,509 |
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(236,369 |
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NET LOSS PER COMMON SHARE |
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Basic |
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$ |
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$ |
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AVERAGE OUTSTANDING SHARES |
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Basic |
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10,561,200 |
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10,535,000 |
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The accompanying notes are an integral part of these unaudited financial statements.
5
STARBERRYS CORPORATION
(A Development Stage Company)
For the three months ended December 31, 2002 and 2001 and for the period from
October 8, 1998 (Date of Inception) to December 31, 2002
(Unaudited - Prepared by Management)
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For
the |
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For
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From Inception To December 31, 2002 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
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$ |
(23,024 |
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(2,509 |
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(236,369 |
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Adjustments to reconcile net loss to net cash provided by operating activities: |
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Changes in current assets and liabilities: |
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Capital contributions expenses |
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10,950 |
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Accounts payable |
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19,046 |
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2,542 |
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131,102 |
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Shareholder loans |
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35,655 |
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35,655 |
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Net cash (deficiency) from operations |
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31,677 |
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33 |
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(58,662 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from issuance of common stock |
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90,892 |
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Net Increase (Decrease) in Cash |
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31,677 |
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33 |
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32,230 |
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Cash at Beginning of Period |
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553 |
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2 |
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CASH AT END OF PERIOD |
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$ |
32,230 |
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$ |
35 |
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$ |
32,230 |
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The accompanying notes are an integral part of these unaudited financial statements.
6
STARBERRYS CORPORATION
(A Development Stage Company)
December 31, 2002
(Unaudited - Prepared by Management)
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on October 8, 1998 under the name of Cigar King Corporation with authorized common stock of 200,000,000 shares at $0.001 par value. On September 13, 2002 the name was changed to Starberrys Corporation as part of a change in the authorized capital stock by the addition of 50,000,000 shares of preferred stock with a par value of $0.001. There are no preferred shares issued and the terms have not been determined.
The Company was organized for the purpose of engaging in quality cigar sales. During 1998 the Company purchased the right to use the name Cigar King to market high quality cigars and during 2000 the activity was abandoned. During 2002, under a new board of directors and management, the Company has been looking for another project. No operations have been started.
The Company is in the development stage.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On December 31, 2002 the Company had a net operating loss carry forward of $236,369. The tax benefit of approximately $70,910 from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the Company has no operations. The net operating loss will expire in 2022.
Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of the preferred share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.
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Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a maturity, at the time of purchase, of less than three months, to be cash equivalents.
Financial Instruments
The carrying amounts of financial instruments, including cash and accounts payable, are considered by management to be their estimated fair values.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
3. COMMON CAPITAL STOCK
Since its inception, the Company has completed private placements of 10,561,200 shares of its common capital stock for $90,892.
4. COMMON CAPITAL STOCK OPTIONS
On June 6, 2002 the Company granted stock options to related parties of 1,140,000 shares of common stock at $1.00 per share which will expire on June 6, 2005. The options vest in equal proportions of one-twelfth on the first day of each calendar quarter starting the October to December 2002 quarter. On the date of the grant the fair value of outstanding shares of the Company was less than $1.00. As there have been no transaction involving the Companys shares since common stock was sold from Treasury in July 2002 at $0.50 per share, it is assumed that the options vested to December 31, 2002 have no value.
5. SHAREHOLDER LOANS
During the three months ended December 31, 2002, loans of $35,655 were advanced to the Company by a shareholder. These loans are non-interest bearing, unsecured and due on demand.
6. RELATED PARTY TRANSACTIONS
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Officers, directors and key consultants have acquired 34% of the outstanding common stock and have received the stock options outlined in note 4.
6. GOING CONCERN
The Company does not have the working capital to service its debt and for any future planned activity. The Companys management believes they can obtain the necessary working capital needed to pay its debt and for any future planned activity by receiving loans from officers, directors and shareholders, and by additional equity funding which will enable the Company to operate for the coming year.
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ITEM 2. PLAN OF OPERATIONS
Under new management and Board of Directors, the Company is in process of looking for a new business.
Liquidity and Capital Resources
When a new business for the Company has been identified and a business plan developed, the process of raising funds will be initiated to fund the new activities.
Results of Operations
The Company has had no revenues from operations since its inception.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
STARBERRYS CORPORATION
(Registrant)
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By: |
/s/ JOHN H. GOODWIN |
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John H. Goodwin, Chairman, President and CEO |
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Date: February 14, 2003 |
In accordance with the Exchange Act, this report has been signed below by the following persons on its behalf by the registrant and in the capacities and on the dates indicated.
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By: |
/s/ JOHN H. GOODWIN |
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John H. Goodwin, Chairman, President and CEO |
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Date: February 14, 2003 |
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By: |
/s/ KENNETH R. TOLMIE |
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Kenneth
R. Tolmie, Chief Financial Officer |
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Date: February 14, 2003 |
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CERTIFICATION PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, John H. Goodwin, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the three months ended December 31, 2002 of Starberrys Corporation, the registrant;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 45 days prior to the filing date of this quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors:
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
6. The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
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Dated: February 14, 2003 |
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/s/ JOHN H. GOODWIN |
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John H. Goodwin |
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Chief Executive Officer |
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CERTIFICATION PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Kenneth R. Tolmie, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the three months ended December 31, 2002 of Starberrys Corporation, the registrant;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 45 days prior to the filing date of this quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors:
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data
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and have identified for the registrants auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
6. The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
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Dated: February 14, 2003 |
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/s/ KENNETH R. TOLMIE |
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Kenneth R. Tolmie |
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Chief Financial Officer |
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