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 30,2015

 

 

 

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 [  ]     NO [ X  ]


As of November 13, 2015, there were 181,275,000 shares of the registrant's $0.00001 par value common stock issued and outstanding.


 



1




Table of Contents



TABLE OF CONTENTS


 

Page

 

 

PART I.  FINANCIAL INFORMATION

 

 

 

ITEM 1.

FINANCIAL STATEMENTS.

3

 

 

 

 

Balance Sheets (Unaudited)

3

 

 

 

 

Statements of Operations (Unaudited)

4

 

 

 

 

Statements of Cash Flows (Unaudited)

5

 

 

 

 

Notes to the Financial Statements (Unaudited)

6

 

 

 

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATION.

8

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

9

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES.

9

 

 

PART II.  OTHER INFORMATION

 

 

 

ITEM 1A.

RISK FACTORS.

10

 

 

 

ITEM 6.

EXHIBITS.

10

 

 

 

Signatures

10

 

 

Exhibit Index

10








2




STARFLICK.COM INCORPORATED

 Balance Sheets

(Unaudited)

 

 

 

 

 

 

 

September 30

 

March 31

 

 

 

 

 

 

2015

 

2015

 

 

 

 

 

 

$

 

$

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

                828

 

              1,505

 

Total current assets

 

 

 

                828

 

              1,505

Property and equipment, net

 

 

 

             6,550

 

                      -


TOTAL ASSETS

 

 

 

 

             7,378

 

              1 ,505

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

            10,265

 

              8,738

 

Due to related parties

 

 

 

            48,488

 

            37,970

 

Total current liabilities

 

 

 

            58,753

 

            46,708

TOTAL LIABILITIES

 

 

 

            58,753

 

            46,708

Stockholder's equity (Deficiency)

 

 

 

 

 

 

 

Share capital

 

 

 

 

 

 

 

 

Authorized:

 

 

 

 

 

 

 

 

100,000,000 preferred shares, par value $0.00001

 

 

 

 

 

 

300,000,000 common shares, par value $0.00001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued and outstanding:

 

 

 

 

 

 

 

Nil preferred shares

 

 

 

 

 

 

 

181,275,000 common shares

 

 

 

              1,813

 

              1,813

 

Additional paid-in capital

 

 

 

          101,278

 

          101,278

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

 

 

        (154,466)

 

        (148,294)

 

Total stockholders' equity (deficit)

 

 

          (51,375)

 

          (45,203)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

          7,378

 

              1,505


The accompanying notes are an integral part of these unaudited financial statements



3






 

 

STARFLICK.COM INCORPORATED

 

 

 Statement of Operations

 

 

(Unaudited)





 

Three Months Ended

 

Three Months Ended

 

Six Months Ended

 

Six Months Ended

 

September 30, 2015

 

September 30, 2014

 

September 30, 2015

 

September 30, 2014

 

 

 

 

 

 

 

 

General and Administrative Expenses

4,019

 

181,131

 

6,172

 

31,346

Earnings (Loss) from operations

(4,019)

 

(18,131)

 

(6,172)

 

(31,346)

 

 

 

 

 

 

 

 

Net loss

(4,019)

 

(18,131)

 

(6,172)

 

(31,346)

Basic and diluted loss per share

(0.00)

 

(0.00)

 

(0.00)

 

(0.00)

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

     Basic and diluted

181,275,000

 

181,275,000

 

181,275,000

 

181,275,000


The accompanying notes are an integral part of these unaudited financial statements



4




STARFLICK.COM INCORPORATED

 Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months

 

Six Months

 

 

 

 

 

 

 

 

 

Ended

 

Ended

 

 

 

 

 

 

 

 

 

September 30

 

September 30

 

 

 

 

 

 

 

 

 

2015

 

2014

 

 

 

 

 

 

 

 

 

$

 

$

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

        (6,172)

 

       (31,346)

 

 

 

Changes in non-cash working capital

 

 

 

 

 

 

 

 

 

  Accounts payable and accrued liabilities

 

 

 

         1,527

 

           6,117

 

 

 

Net cash used in operating activities

 

 

 

        (4,645)

 

       (25,229)

 

 


Cash flows from investing activities

                   Purchase of equipments

 

 

 

        (6,550)

 

                   -

 



                   Net cash used in investing activities

 

 

 

 

(6,550)

 

-

 

 

      

Cash flows from financial activities

 

 

 

 

 

 

 

 

 

 

Due to related parties

 

 

 

 

                  10,518

 

          25,194

 

 

 

Net cash provided by financing activities

 

 

 

 

                  10,518

 

          25,194

 

 

 

 

 

 

 

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

 

 

                (677)

 

               (35)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

 

         1,505  

 

               105

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

 

 

         828   

 

                70

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

 

 

 

                  -

 

                  -

 

 

Cash paid for income taxes

 

 

 

 

                  -

 

                  -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total cash paid for interest and income taxes

 

 

 

                  -

 

                  -

 

 



The accompanying notes are an integral part of these unaudited financial statements



5



STARFLICK.COM INCORPORATED

Notes to the 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.


Starflick.com was created to fulfill the market of “indie” films, and to allow independent producers and the smaller film industry to have a platform for broadcasting and advertising their films.  Low-budget films (films produced under $2 Million) have barriers to entry for penetrating their target audience. With the Internet age, Starflick.com planned on making a platform which would allow these films to be broadcasted through IP streaming.  


Part of Starflick.com’s business model is to charge a subscription fee for stream the service to its future customer base.


In late 2014, the Company has revised its business plan to incorporate establishing partnerships and affiliates with companies in the movie and entertainment industry.


In 2015, the Company has amended its business plan to include opportunities for streaming movies as well as downloading movies for repeatable use that abide by the public domain laws of distributing those contents.


In early 2015, the Company has updated its website and put the digital data/content on new servers which would be later used or anticipated to be used for streaming more content at higher bandwidth.


The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the US (US GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. The accompanying consolidated financial statements at September 30, 2015 and March 31, 2015 and for the three and six months ended September 30, 2015 and 2014 contain all normally recurring adjustments considered necessary for a fair presentation of our financial position, results of operations, cash flows and shareholders’ equity for such periods. Certain prior-period amounts have been reclassified to conform to the current-period presentation. Operating results for the three and six months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending March 31, 2016. These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended March 31, 2015.



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 $6,172 through September 30, 2015. 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.


With the existing project, we have a business plan to obtain subscription fees from customers, which is part of our plan to become cash flow positive.  Additionally, the management will supplement the Company with proceeds as needed to keep its filings and necessary fees in good standing.


These financial statements have been prepared in accordance with U.S. generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. 


3.

SIGNIFICANT ACCOUNTING POLICIES


Cash and Cash Equivalents


As at September 30, 2015 cash and cash equivalents consist of only cash.



6




Accounting 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 of the financial statements and the reported  amounts  of  revenues  and  expenses during the reporting period.  Actual results could differ from those estimates and assumptions.


Loss Per Share


Loss  per  share  is  computed  using  the  weighted  average  number  of shares outstanding during  the  period.  We have adopted ASC 260, "Earnings Per Share".  Diluted loss per share as at September 30, 2015 is equivalent to basic loss per share as there was no potential dilutive equity instrument.

 

Foreign Currency Transactions


The Company's functional currency is Canadian dollars and its reporting currency is the United States dollar. The Company’s financial statements are translated from its functional currency, Canadian dollars, to the reporting currency, United States dollars, using the current rate method. Assets and liabilities are translated using the current rate in effect at the balance sheet date and revenues and expenses are translated at the average rate for the period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders’ equity. At September 30, 2015, the Company did not have any other comprehensive income (loss).


Capital Stock – share structure


The corporation’s articles pertaining to Stock has been amended as of July 16, 2015 to increase the authorized capital stock to 300,000,000 shares of common stock having par value of $0.00001 per   share. The amendment was made and approved by the Company’s Board of Directors on July 15, 2015. The increase in authorized shares of common stock has been retroactively reflected in our financial statements.


In addition, during the year ended March 31, 2015, there was a thirty-for-one stock split in the Company’s stocks as shown on the balance sheets. The stock split is reflected retroactively.


4.

DUE TO RELATED PARTIES


Due to director


During the six months ended September 30, 2015, the Company incurred $5,427 of legal and accounting expense, $745 for stock transfer fees, and $6,550 for services and computer hardware assets for its business.


As at September 30, 2015 the balance due to director was $48,488. The amount due to the director is unsecured, non-interest bearing and due on demand.



















7




ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.


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. We have a business plan that is focused on the Entertainment and Internet Media industry. Our business plan is to generate revenue from subscriptions from customers who want to view our entertainment and unique media content.


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.


The Company has been active to establish business relationships with movie distributors, resellers. The Company business plan has been expanded to search for movie distribution channels so that the Company may produce a subscription-based service for customers to view unique independent filmmaker movies.


Starflick.com's management has been active to pursue funding and to establish working relationships with third party vendors, distributors and digital entertainment media resellers in the current year. From the actions of the president, opportunities to purchase or lease digital entertainment media have been realized. In the first quarter of 2015, a proposed agreement has been issued with a vendor, Giddy Up Productions, to license its rich media consisting of three thousand (3,000) unique films for redistribution and re-broadcasting via digital IPTV and or streaming Internet channels. The media set of 3000 movies roughly equates to 180,000 minutes of unique entertainment video. Upon accepting the agreement with Giddy Up, Giddy Up shall deliver the content to Starflick.com, at which point starflick.com will be authorized to use the content.  The business plan for this agreement is to charge subscription fees to customers to access this unique rich media. Concurrently, IT infrastructure planning needs to be conducted to facilitate the streaming media so that it can handle high-capacity bandwidth upload. There shall be need to be business relationships with third party IT consultants and hardware vendors to purchase and/or lease software programming and computer hardware.


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, and sell subscriptions for our unique media content.  We are not seeking equity financing at the present time.


8




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.


Results of operations


From Inception on March 24, 2011 to Sept 30, 2015


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."  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.


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, 2015, our total assets were $7,378 and our total liabilities were $58,753. As of September 30, 2015, we had cash of $828.


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 not effective.


There were no changes in our internal control over financial reporting during the quarter ended September 30, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


9




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.

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.

 

 

 

 

 

 

 

 

 

 

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.

 

 

 

 



10



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 16th day of November, 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




11