Attached files
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| EX-31.1 - EXHIBIT 31.1 - Regenicin, Inc. | ex31_1.htm |
| EX-32.1 - EXHIBIT 32.1 - Regenicin, Inc. | ex32_1.htm |
| EX-31.2 - EXHIBIT 31.2 - Regenicin, Inc. | ex31_2.htm |
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, 2010
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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 from __________ to __________
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Commission File Number: 333-146834
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Windstar, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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N/A
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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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(Registrant’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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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), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceeding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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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 May 13, 2010.
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TABLE OF CONTENTS
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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
Item 1. Financial Statements
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Our financial statements included in this Form 10-Q are as follows:
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These 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, 2010 are not necessarily indicative of the results that can be expected for the full year.
WINDSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
As of March 31, 2010 and September 30, 2009
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March 31,
2010(unaudited)
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September 30,
2009(audited)
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ASSETS
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Current Assets
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Cash and equivalents
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$ | -0- | $ | -0- | |
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Prepaid expenses
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-0- | -0- | |||
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TOTAL ASSETS
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$ | -0- | $ | -0- | |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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Liabilities
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Current Liabilities
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Accrued expenses
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$ | 1,000 | $ | 1,000 | |
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Due to officer
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19,500 | 15,500 | |||
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Total liabilities
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20,500 | 16,500 | |||
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Stockholders’ Deficit
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Common Stock, $.001 par value, 100,000,000 shares authorized, 2,150,000 shares issued and outstanding
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2,150 | 2,150 | |||
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Additional paid-in capital
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40,850 | 40,850 | |||
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Deficit accumulated during the development stage
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(63,500) | (59,500) | |||
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Total stockholders’ deficit
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(20,500) | (16,500) | |||
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ | -0- | $ | -0- | |
See accompanying notes to financial statements.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (unaudited)
Three and Six Months Ended March 31, 2010 and 2009
Period from September 6, 2007 (Inception) to March 31, 2010
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Three Months Ended
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Three Months Ended
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Six Months Ended
March 31, 2010
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Six Months Ended
March 31, 2009
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Period from
Septemenber 6, 2007 (Inception) to
March 31, 2010
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Revenues
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$ | -0- | $ | -0- | $ | -0- | $ | -0- | $ | -0- | ||||
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Expenses :
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Professional fees
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2,000 | 2,000 | 4,000 | 4,000 | 63,500 | |||||||||
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Net Loss
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$ | (2,000) | $ | (2,000) | $ | (4,000) | $ | (4,000) | $ | (63,500) | ||||
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Net loss per share:
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Basic and diluted
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$ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.03) | ||||
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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 | 2,150,000 | 2,150,000 | |||||||||
See accompanying notes to financial statements.
WINDSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ DEFICIT (unaudited)
Period from September 6, 2007 (Inception) to March 31, 2010
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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 ended September 30, 2007
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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 year ended September 30, 2008
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- | - | - | (44,500) | (44,500) | |||||||||
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Balance, September 30, 2008
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2,150,000 | 2,150 | 40,850 | (48,500) | (5,500) | |||||||||
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Net loss for the year ended September 30, 2009
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- | - | - | (11,000) | (11,000) | |||||||||
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Balance, September 30, 2009
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2,150,000 | 2,150 | 40,850 | (59,500) | (16,500) | |||||||||
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Net loss for the period ended March 31, 2010
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- | - | - | (4,000) | (4,000) | |||||||||
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Balance, March 31, 2010
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2,150,000 | $ | 2,150 | $ | 40,850 | $ | (63,500) | $ | (20,500) | |||||
See accompanying notes to financial statements.
WINDSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (unaudited)
Three Months Ended March 31, 2010 and 2009
Period from September 6, 2007 (Inception) to March 31, 2010
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Six Months Ended
March 31, 2010
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Six Months Ended
March 31, 2009
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Period From
September 6, 2007
(Inception) to
March 31, 2010
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$ | (4,000) | $ | (4,000) | $ | (63,500) | ||
| Change in non-cash working capital items | ||||||||
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Prepaid expenses
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-0- | -0- | -0- | |||||
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Accrued expenses
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-0- | 4,000 | 1,000 | |||||
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CASH FLOWS USED BY OPERATING ACTIVITIES
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(4,000) | -0- | (62,500) | |||||
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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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Advances from officer
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4,000 | -0- | 19,500 | |||||
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CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
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4,000 | -0- | 62,500 | |||||
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NET DECREASE IN CASH
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-0- | -0- | -0- | |||||
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Cash, beginning of period
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-0- | -0- | -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.
WINDSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2010
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 accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
Basis of Presentation
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form 10-K. In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements as of and for the periods ended September 30, 2009 as reported in Form 10-K, have been omitted.
Cash and Cash Equivalents
Windstar considers all highly liquid investments with maturities of three months or less to be cash equivalents. At March 31, 2010 and September 30, 2009, the Company had $0 of cash.
Fair Value of Financial Instruments
Windstar’s financial instruments consist of cash and cash equivalents, accrued expenses, and an amount due to officer. 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.
WINDSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2010
NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (continued)
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.
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 – ACCRUED EXPENSES
Accrued expenses at March 31, 2010 and 2009 consisted of an amounts owed for professional fees for services rendered during the respective periods.
NOTE 3 – DUE TO OFFICER
The amount due to officer of $19,500 at March 31, 2010 consisted of amounts owed to an officer of the Company for amounts advanced to pay for professional services provided by the Company’s outside independent auditors for services rendered for periods ending on and prior to March 31, 2010. The amount is unsecured, due upon demand, and non-interest bearing.
WINDSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2010
NOTE 4 – INCOME TAXES
For the periods ended March 31, 2010, 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 $63,500 at March 31, 2010, and will expire beginning in the year 2027.
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
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2010
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Deferred tax asset attributable to:
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Net operating loss carryover
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$ | 21,590 |
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Valuation allowance
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(21,590) | |
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Net deferred tax asset
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$ | - |
NOTE 5 – LIQUIDITY AND GOING CONCERN
Windstar has negative working capital, has incurred losses since inception, 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.
NOTE 6 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date on which the financial statements were submitted to the Securities and Exchange Commission and has determined it does not have any material subsequent events to disclose.
Item 2. 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.
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.
Since our inception, we have been attempting to raise money to complete our Product, but have not been able to secure the funds necessary to do so. We had hoped to secure the funds and initially projected April of 2009 as a reasonable date to start realizing revenue from a completed Product. The lack of funds and the present economy have prevented that from happening. We will need to raise capital to develop and successfully market our Product. Contingent upon financing, 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, 2011. If we are unable to attract financing, we will be forced to consider other business options.
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, 2010 and 2009 and Period from September 6, 2007 (Date of Inception) until March 31, 2010
We generated no revenue for the period from September 6, 2007 (Date of Inception) until March 31, 2010. 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, 2010 were $2,000, as compared with $2,000 for the three months ended March 31, 2009. Our Operating Expenses for the six months ended March 31, 2010 were $4,000, as compared with $4,000 for the six months ended March 31, 2009. Our Operating Expenses from September 6, 2007 (Date of Inception) to March 31, 2010 were $63,500. Our Operating Expenses for all periods consisting entirely of Professional Fees.
We, therefore, recorded a net loss of $2,000 for the three months ended March 31, 2010, as compared with $2,000 for the three months ended March 31, 2009. We recorded a net loss of $4,000 for the six months ended March 31, 2010, as compared with $4,000 for the six months ended March 31, 2009. We recorded a net loss of $63,500 for the period from September 6, 2007 (Date of Inception) until March 31, 2010.
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, 2010, we had no current assets. We had $20,500 in current liabilities as of March 31, 2010. Thus, we have a working capital deficit of $20,500 as of March 31, 2010.
Operating activities used $62,500 in cash for the period from September 6, 2007 (Date of Inception) until March 31, 2010. Our net loss of $63,500 represented the causal factor of our negative operating cash flow. Financing Activities during the period from September 6, 2007 (Date of Inception) until March 31, 2010 generated $62,500, represented by $43,000 in cash from the sale of our common stock and $19,000 from the proceeds of advances from an officer and director.
As of March 31, 2010, 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 March 31, 2010, there were no off balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company is not required to provide the information required by this Item.
Item 4T. Controls and Procedures
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, 2010. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Siew Mee Fam. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2010, our disclosure controls and procedures are effective. There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2010.
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. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. 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
Item 1. 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 1A: Risk Factors
A smaller reporting company is not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults upon Senior Securities
None
Item 4. Removed and Reserved
Item 5. Other Information
None
Item 6. Exhibits
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Exhibit Number
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Description of Exhibit
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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 14, 2010
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By: /s/ Siew Mee Fam
Siew Mee Fam
Title: Chief Executive Officer and Director
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