Attached files
| file | filename |
|---|---|
| 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 DECEMBER 31, 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)
(403) 397-3035
(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 February 20, 2015, there were 6,042,500 shares of the registrant's $0.00001 par value common stock issued and outstanding.
|
Page
|
||
|
|
||
|
FINANCIAL STATEMENTS.
|
3
|
|
|
Consolidated Balance Sheets as of December 31, 2014 and March 31, 2014 (Unaudited)
|
3
|
|
|
Consolidated Statement of Operations for the three and nine months ended December 31,
2014 and 2013 (Unaudited)
|
4
|
|
|
Consolidated Statements of Cash Flows for the nine months ended December 31, 2014 and
2013, (Unaudited)
|
5
|
|
|
Notes to the Consolidated Financial Statements (Unaudited)
|
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-
STARFLICK.COM INCORPORATED
(Unaudited)
|
Dec 31
|
Mar 31
|
|||||||
|
2014
|
2014
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets
|
||||||||
|
Cash and cash equivalents
|
$
|
70
|
$
|
105
|
||||
|
70
|
105
|
|||||||
|
$
|
70
|
$
|
105
|
|||||
|
LIABILITIES AND SHAREHOLDER'S EQUITY
|
||||||||
|
Current liabilities
|
||||||||
|
Accounts payable and accrued liabilities
|
$
|
32,009
|
$
|
18,370
|
||||
|
Due to related parties
|
64,496
|
33,864
|
||||||
|
Total current liabilities
|
96,505
|
52,234
|
||||||
|
TOTAL LIABILITIES
|
96,505
|
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
|
(199,526
|
)
|
(155,220
|
)
|
||||
|
Total stockholder's equity (deficit)
|
(96,435
|
)
|
(52,129
|
)
|
||||
|
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY
(DEFICIT)
|
$
|
70
|
$
|
105
|
||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-1
-3-
STARFLICK.COM INCORPORATED
(Unaudited)
|
Nine Months
|
Nine Months
|
Three Months
|
Three Months
|
|||||||||||||
|
Ended
|
Ended
|
Ended
|
Ended
|
|||||||||||||
|
Dec 31
|
Dec 31
|
Dec 31
|
Dec 31
|
|||||||||||||
|
2014
|
2013
|
2014
|
2013
|
|||||||||||||
|
$
|
$
|
$
|
$
|
|||||||||||||
|
Expenses
|
||||||||||||||||
|
Accounting and legal
|
30,340
|
9,942
|
7,823
|
3,092
|
||||||||||||
|
Filing and registration
|
917
|
-
|
-
|
-
|
||||||||||||
|
Rent
|
9,000
|
-
|
3,000
|
-
|
||||||||||||
|
Stock transfer management
|
4,049
|
1,823
|
2,137
|
874
|
||||||||||||
|
Earnings (Loss) from operations
|
(44,306
|
)
|
(11,765
|
)
|
(12,960
|
)
|
(3,966
|
)
|
||||||||
|
Net loss and comprehensive loss for the year
|
(44,306
|
)
|
(11,765
|
)
|
(12,960
|
)
|
(3,966
|
)
|
||||||||
|
Basic and diluted loss per share
|
(0.01
|
)
|
(0.00
|
)
|
(0.00
|
)
|
(0.00
|
)
|
||||||||
|
Weighted average number of common shares
outstanding
|
||||||||||||||||
|
Basic and diluted
|
6,042,500
|
6,042,500
|
6,042,500
|
6,042,500
|
||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-2
-4-
STARFLICK.COM INCORPORATED
(Unaudited)
|
Nine Months
|
Nine Months
|
|||||||
|
Ended
|
Ended
|
|||||||
|
Dec 31
|
Dec 31
|
|||||||
|
2014
|
2013
|
|||||||
|
$
|
$
|
|||||||
|
Cash flows from operating activities
|
||||||||
|
Net income (Loss)
|
(44,306
|
)
|
(11,765
|
)
|
||||
|
Changes in non-cash working capital
|
||||||||
|
Accounts payable – related party
|
10,406
|
|||||||
|
Accounts payable and accrued liabilities
|
13,639
|
1,668
|
||||||
|
Cash provided by (used) in operating activities
|
(30,667
|
)
|
309
|
|||||
|
Cash flows from investing activities
|
||||||||
|
Investment in subsidiary
|
-
|
(1,209
|
)
|
|||||
|
Cash provided by (used) in investing activities
|
-
|
(1,209
|
)
|
|||||
|
Cash flows from financial activities
|
||||||||
|
Due to related parties
|
30,632
|
(3,100
|
)
|
|||||
|
Cash provided by (used) in financial activities
|
30,632
|
(3,100
|
)
|
|||||
|
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
|
||||||
| Supplemental cash flow Information: | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-3
-5-
STARFLICK.COM INCORPORATED
(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. Black Rock Petroleum Company is consolidated with Starflick.com Inc. It is a start-up stage company that is currently pursing oil/gas properties to lease and develop.
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 December 31, 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 $44,306 through December 31, 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 nine months ended December 31, 2014, the Company incurred $30,340 of legal and accounting expense, $9,000 for rent, $4,966 for stock transfer and filing fees, of which $30,632 in costs were paid by the sole director of the company.
As at December 31, 2014 the balance due to director was $64,496. The amount due to the director is unsecured, non-interest bearing and due on demand.
F-4
-6-
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, 2014, we have $70 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 December 31, 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 $199,526. 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 December 31, 2014, our total assets were $70 and our total liabilities were $96,505. As of December 31, 2014, we had cash of $70.
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.
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 December 31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
-8-
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.
|
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.
|
||||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
||||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
||||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
||||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
||||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
||||
-9-
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 23rd day of February, 2015.
|
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-
|
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.
|
||||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
||||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
||||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
||||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
||||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
||||
-11-