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EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - Lotus Biotech Development Corp.exh32-1.htm
EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - Lotus Biotech Development Corp.exh31-1.htm





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014
   
 
OR
   
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number   000-54745
 
STARFLICK.COM
(Exact name of registrant as specified in its charter)
 
Nevada
(State of incorporation)

1361 Peltier Drive
Point Roberts, Washington 98281
(Address of principal executive offices)
 
(360) 303-9500
(Registrant's telephone number)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.   YES [X]     NO [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   YES [   ]     NO [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer
[   ]
Accelerated Filer
[   ]
Non-accelerated Filer (Do not check if smaller reporting company)
[   ]
Smaller Reporting Company
[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES [X]     NO [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of November 12, 2014, there were 6,042,500 shares of the registrant's $0.00001 par value common stock issued and outstanding.



 

 


TABLE OF CONTENTS

 
Page
   
 
  
 
FINANCIAL STATEMENTS.
3
     
 
Balance Sheets as of September 30, 2014 and March 31, 2014 (Unaudited)
3
     
 
Statements of Operations for the three and six months ended September 30, 2014 and 2013,
(Unaudited)
4
     
 
Statements of Cash Flows for the six months ended September 30, 2014 and 2013,
(Unaudited)
5
     
 
Notes to the Unaudited Financial Statements
6
     
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION.
7
     
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
8
     
CONTROLS AND PROCEDURES.
8
  
 
 
  
 
RISK FACTORS.
9
     
EXHIBITS.
9
     
10
   
11





-2-

 

PART I - FINANCIAL INFORMATION

ITEM 1.                          FINANCIAL STATEMENTS.

STARFLICK.COM INCORPORATED
Consolidated Balance Sheets
(Unaudited)


   
September 30
   
March 31
 
   
2014
   
2014
 
         
ASSETS
       
         
Current Assets
       
         
Cash and cash equivalents
 
$
70
   
$
105
 
Total current assets
   
70
     
105
 
                 
TOTAL ASSETS
 
$
70
   
$
105
 
                 
                 
LIABILITIES AND SHAREHOLDER'S EQUITY
               
                 
Current liabilities
               
                 
Accounts payable and accrued liabilities
 
$
24,487
   
$
18,370
 
Due to related parties
   
59,058
     
33,864
 
Total current liabilities
   
83,545
     
52,234
 
                 
TOTAL LIABILITIES
 
$
83,545
   
$
52,234
 
                 
Stockholder's Equity (Deficit)
               
                 
Share capital
               
Authorized:
100,000,000 preferred shares, par value $0.00001
100,000,000 common shares, par value $0.00001
               
Issued and outstanding:
Nil preferred shares
6,042,500 common shares
   
60
     
60
 
Additional paid-in capital
   
103,031
     
103,031
 
Accumulated deficit
   
(186,566
)
   
(155,220
)
Total stockholder's equity (deficit)
   
(83,475
)
   
(52,129
)
                 
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY
(DEFICIT)
 
$
70
   
$
105
 


The accompanying notes are an integral part of these unaudited consolidated financial statements.
-3-

 


STARFLICK.COM INCORPORATED
Consolidated Statement of Operations
(Unaudited)


   
Three Months
   
Three Months
   
Six Months
   
Six Months
 
   
Ended
   
Ended
   
Ended
   
Ended
 
   
September 30
   
September 30
   
September 30
   
September 30
 
   
2014
   
2013
   
2014
   
2013
 
   
$
     
$
     
$
     
$
   
                                 
Expenses
                               
                                 
Accounting and legal
   
13,739
     
1,750
     
22,517
     
6,850
 
Filing and registration
   
475
     
499
     
917
     
-
 
Stock transfer management
   
917
     
-
     
1,912
     
949
 
 Rent
   
3,000
     
-
     
6,000
         
                                 
Earnings (Loss) from operations
   
(18,131
)
   
(2,249
)
   
(31,346
)
   
(7,799
)
                                 
Net loss
   
(18,131
)
   
(2,249
)
   
(31,346
)
   
(7,799
)
                                 
                                 
Basic and diluted loss per share
   
(0.00
)
   
(0.00
)
   
(0.01
)
   
(0.00
)
                                 
                                 
Weighted average number of common
shares outstanding
                               
Basic and diluted
   
6,042,500
     
5,553,588
     
6,042,500
     
5,553,588
 




















The accompanying notes are an integral part of these unaudited consolidated financial statements.
-4-

 


STARFLICK.COM INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)


   
Six Months
   
Six Months
 
   
Ended
   
Ended
 
   
September 30
   
September 30
 
   
2014
   
2013
 
         
         
Cash flows from operating activities
       
         
Net income (Loss)
   
(31,346
)
   
(7,799
)
                 
Changes in non-cash working capital
               
Accounts payable and accrued liabilities
   
6,117
     
(800
)
     
(25,229
)
   
(8,599
                 
Cash flows from financial activities
               
Due to related parties
   
25,194
     
4,599
 
     
25,194
     
4,599
 
                 
Increase (Decrease) in cash and cash equivalents
   
(35
)
   
(4,000
)
                 
Cash and cash equivalents, beginning of period
   
105
     
4,069
 
                 
Cash and cash equivalents, end of period
   
70
     
69
 




















The accompanying notes are an integral part of these unaudited consolidated financial statements.
-5-

 

STARFLICK.COM INCORPORATED
Notes to the Consolidated Financial Statements
(Unaudited)


1.   DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

The accompanying unaudited condensed financial statements of Starflick.com (the "Company") have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three month periods and for the period from the date of inception have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms "Company", "we", "us" or "our" mean the Company. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements for the year ended March 31, 2014.

In the quarter ended September 30, 2014, the Company elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage. We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.


2.   GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates realization of assets and liquidation of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has incurred net loss of $31,346 through September 30, 2014. The Company has not generated any operating revenues to date and existence is dependent upon management's ability to develop profitable operations. These conditions raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty.


3.   DUE TO RELATED PARTIES

Due to director

During the six months ended September 30, 2014, the Company incurred $22,517 of legal and accounting expense, $6,000 for rent, $1,912 for stock transfer management and $917 for filing and registration fees of which $6,153 in costs were paid by the sole director of the company.

As at September 30, 2014, the balance due to director was $59,058. The amount due to the director is unsecured, non-interest bearing and due on demand.

-6-

 

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

This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are a start-up stage corporation and have not started operations or generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion.  This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated any revenues and no revenues are anticipated until we complete the development of our website and produce and market a film.  Accordingly, we must raise cash from sources other than operations.  Our only other source for cash at this time is investments by others in our company.  We must raise cash to implement our project and begin our operations.

Plan of Operation

All of the information following is based upon estimates.  We are a startup company, or in other words, a company with a limited operating history, since our operations have been limited to incorporating Starflick.com; issuing stock to Zoltan Nagy, our sole officer and director; developing our business plan; began developing our website; reviewed films and film scripts; prepared our registration statement; and, completed our public offering.  Since then we have spent all of the money raised in our public offering.  As of December 31, 2013, we have $69 in cash and cash equivalents.  We cannot tell you when we will begin operations actual film production activities.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance.  We are in a start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

To become profitable and competitive, we have to produce and sell our films.  We are not seeking equity financing at the present time.

We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue operations.  Equity financing could result in additional dilution to existing shareholders.




-7-

 

Results of operations

From Inception on March 24, 2011 to September 30, 2014

During the period we incorporated the company, hired the attorney and hired the auditor for the preparation of this registration statement. We have prepared an internal business plan.  We have reserved the domain name "www.starflick.com."  Our net loss since inception is $186,566.  We are a startup company, or in other words, a company with a limited operating history, since our operations have been limited to incorporating Starflick.com; issuing stock to Zoltan Nagy, our sole officer and director; developing our business plan; began developing our website; reviewed films and film scripts; prepared our registration statement; completed our public offering; and, spent all of the proceeds of our public offering.

We cannot tell you when we will begin operations actual film production activities because have no money to do so.

Since inception, we sold 5,000,000 shares of common stock to our sole officer and director for $50.  And during the nine months ended December 31, 2012, we sold 1,042,500 shares for total proceeds of $104,250.  Since then, we have spent the $104,250.

Liquidity and capital resources

As of the date of this report, we have yet to generate any revenues from our business operations.

We issued 5,000,000 shares of common stock pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended.  This was accounted for as a sale of common stock.  We also sold 1,042,500 shares pursuant to our registration statement.  The shares of common stock sold in our public offering.

As of September 30, 2014, our total assets were $70 and our total liabilities were $83,545.  As of September 30, 2014, we had cash of $70.


ITEM 3.                          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 4.                          CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended September 30, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



-8-

 


PART II - OTHER INFORMATION

ITEM 1A.                    RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 6.                          EXHIBITS.

   
Incorporated by reference
Filed
Exhibit
Document Description
Form
Date
Number
herewith
           
3.1
Articles of Incorporation.
S-1
6/10/11
3.1
 
           
3.2
Bylaws.
S-1
6/10/11
3.2
 
           
14.1
Code of Ethics.
10-K
6/22/12
14.1
 
           
31.1
Certification of Principal Executive Officer and
Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
     
X
           
32.1
Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
     
X
           
99.2
Audit Committee Charter.
10-K
6/22/12
99.2
 
           
99.3
Disclosure Committee Charter.
10-K
6/22/12
99.3
 
           
101.INS
XBRL Instance Document.
     
X
           
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
           
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
           
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
           
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
           
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X





-9-

 


SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 18th day of November, 2014.

 
STARFLICK.COM
     
 
BY:
ZOLTAN NAGY
   
Zoltan Nagy
   
President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and sole member of the Board of Directors

























-10-

 


EXHIBIT INDEX

   
Incorporated by reference
Filed
Exhibit
Document Description
Form
Date
Number
herewith
           
3.1
Articles of Incorporation.
S-1
6/10/11
3.1
 
           
3.2
Bylaws.
S-1
6/10/11
3.2
 
           
14.1
Code of Ethics.
10-K
6/22/12
14.1
 
           
31.1
Certification of Principal Executive Officer and
Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
     
X
           
32.1
Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
     
X
           
99.2
Audit Committee Charter.
10-K
6/22/12
99.2
 
           
99.3
Disclosure Committee Charter.
10-K
6/22/12
99.3
 
           
101.INS
XBRL Instance Document.
     
X
           
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
           
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
           
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
           
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
           
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X







 
-11-