Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: October 31, 2009
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____ to ________
AMERICAN TELSTAR, INC.
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(Exact Name of Registrant as Specified in its Charter)
COLORADO 000-52387 84-1052279
------------------------------- ------------ ---------------------
(State or other jurisdiction of (Commission I.R.S. Employer
incorporation or organization) File No.) Identification Number
444 Park Forest Way, Wellington, FL 33414
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (561) 798-4294
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Former name, former address, and former fiscal year,
if changed since last report
Check whether the Registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceeding
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.
Yes [ X ] No [ ]
Indicate by checkmark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
"large accelerated filer," "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ X ]
(Do not check if a smaller reporting company)
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
equity, as of the latest practicable date: 650,225 shares of common stock
outstanding as of December 9, 2009.
1
AMERICAN TELSTAR, INC.
Index
Page
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Part I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheets as of October 31, 2009 and July 31, 2009 3
Statements of Operations for the three months ended October 31,
2009 and 2008, and for the period from date of new development
stage (March 25, 2005) to October 31, 2009 4
Statements of Cash Flows for the three months ended October 31,
2009 and 2008, and for the period from date of new development
stage (March 25, 2005) to October 31, 2009 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis or Plan of Operation 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 8
Item 4T. Controls and Procedures 9
Part II - OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 1A. Risk Factors 10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits 10
SIGNATURES 11
2
American Telstar, Inc.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
October 31, July 31,
2009 2009
----------- -----------
ASSETS
Current Assets:
Cash $ 5,253 $ 5,253
----------- -----------
Total Assets $ 5,253 $ 5,253
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable, investment banking services $ 27,000 $ 26,250
Accounts payable, related party 1,242 626
Accrued expenses 100 --
----------- -----------
Total Current Liabilities 28,342 26,876
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Stockholders' Equity (Deficit):
Preferred stock, $0.10 par value
40,000,000 shares authorized,
None issued and outstanding -- --
Common Stock, no par value,
500,000,000 shares authorized
650,225 shares issued and
outstanding 65 65
Additional paid-in capital 229,435 229,435
Accumulated (deficit) (163,000) (163,000)
Accumulated (deficit) during development stage (89,589) (88,123)
----------- -----------
Total Stockholders' Equity (Deficit) (23,089) (21,623)
----------- -----------
Total Liabilities and Stockholders' Equity
(Deficit) $ 5,253 $ 5,253
=========== ===========
The accompanying notes are an integral part of these financial statements.
3
American Telstar, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
For the
Period from
March 25, 2005
(date of
development
Three Months Ended stage) through
October 31, October 31, October 31,
2009 2008 2009
----------- ----------- --------------
Revenues $ -- $ -- $ --
----------- ----------- --------------
Operating Expenses:
Stock issued for reorganization
Services -- -- 6,500
Consulting fees, related party -- -- 30,000
Investment banking services 750 -- 27,000
Professional fees 716 959 24,037
Other -- 57 2,052
----------- ----------- --------------
Total Operating Expenses 1,466 1,016 89,589
----------- ----------- --------------
Net (Loss) $ (1,466) $ (1,016) $ (89,589)
----------- ----------- --------------
Per Share $ nil $ nil $ (.15)
=========== =========== ==============
Weighted Average Number of Shares
Outstanding 650,225 650,225 600,643
=========== =========== ==============
The accompanying notes are an integral part of these financial statements.
4
American Telstar, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the
Period from
March 25, 2005
(date of
development
Three Months Ended stage) through
October 31, October 31, October 31,
2009 2008 2009
----------- ----------- --------------
Cash Flows from Operating
Activities:
Net (loss) $ (1,466) $ (1,016) $ (89,589)
Adjustment to reconcile net
(loss) to net cash provided
by operating activities:
Stock issued for
reorganization expenses -- -- 6,500
Decrease in prepaid expense -- -- 30,000
Increase (decrease) in
accounts payable 1,466 (4,084) 28,342
----------- ----------- --------------
Net Cash (Used in) Operating
Activities -- (5,100) (24,747)
----------- ----------- --------------
Cash Flows from Investing
Activities -- -- --
----------- ----------- --------------
Cash Flows from Financing
Activities
Issuance of common stock -- -- 30,000
----------- ----------- --------------
Net Cash Provided by Financing
Activities -- -- 30,000
Increase (decrease) in Cash -- (5,100) 5,253
Cash, Beginning of Period 5,253 13,321 --
----------- ----------- --------------
Cash, End of Period $ 5,253 $ 8,221 5,253
=========== =========== ==============
Interest Paid $ -- $ -- $ --
=========== =========== ==============
Income Taxes Paid $ -- $ -- $ --
=========== =========== ==============
The accompanying notes are an integral part of these financial statements.
5
American Telstar, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
October 31, 2009 (Unaudited)
(1) Unaudited Financial Statements
The balance sheets as of October 31, 2009 and July 31, 2009, and the statements
of operations and the statements of cash flows for the three month periods ended
October 31, 2009 and 2008, and the period from March 25, 2005 (date of
development stage) through October 31, 2009, have been prepared by American
Telstar, Inc. (Company) without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission ("SEC") as promulgated in Item 210 of
Regulation S-X. Certain information and footnote disclosures normally included
in the financial statements prepared in accordance with accounting principles
generally accepted in the United States of America ("US GAAP"), have been
condensed or omitted pursuant to such SEC rules and regulations, and the Company
believes that the disclosures are adequate to make the information presented not
misleading. In the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the financial
position, results of operations and changes in financial position at October 31,
2009 and for all periods presented, have been made. The results for these
interim periods are not necessarily indicative of the results for the entire
year.
It is suggested that these statements be read in conjunction with the July 31,
2009 unaudited financial statements and the accompanying notes included in the
Company's Annual Report on Form 10-K, filed with the Securities and Exchange
Commission.
(2) Basis of Presentation - Going Concern
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America, which
contemplates continuation of the Company as a going concern. However, the
Company has limited working capital and no active business operations, which
raises substantial doubt about its ability to continue as a going concern.
In view of these matters, realization of certain of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financial requirements, raise additional capital, and the success of its future
operations.
Management has opted to resume the filing of Securities and Exchange Commission
(SEC) reporting documentation and then to seek a business combination.
Management believes that this plan provides an opportunity for the Company to
continue as a going concern.
(3) Common and Preferred Stock
The Company's Articles of Incorporation authorize the issuance of up to
500,000,000 shares of $0.0001 par value common stock and up to 40,000,000 shares
of $0.10 par value preferred stock. As of October 31, 2009, there were 650,225
shares of common stock issued and outstanding and there were no preferred shares
issued or outstanding. The terms and preferences of the authorized preferred
stock may be determined at the discretion of the Company's board of directors.
On May 23, 2005, the Company issued 70,000 shares of its common stock to its
President for reorganization services valued by the Board of Directors at
$6,500, resulting in a price per share of $.0928.
Also on May 23, 2005, the Company issued 328,750 shares of its common stock to
Pride Equities, Inc. (Pride), representing approximately 51% of its common stock
outstanding, in exchange for future services valued at $30,000 and a cash
contribution of $30,000, resulting in a price per share of $.1825. The services
provided by Pride consisted principally of services related to the Company's
reorganization. Determination of this price per share by the Board of Directors
was based on the fact that the shares issued to Pride were majority control
shares. This transaction resulted in a change in control of the Company.
Also on May 23, 2005, the Company effected a one for 200 reverse stock split.
All references in the accompanying financial statements to the number of common
shares and per share amounts have been retroactively restated to reflect the
reverse stock split.
6
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
The following discussion updates our plan of operation for the next twelve
months. It also analyzes our financial condition at October 31, 2009 and
compares it to our financial condition at July 31, 2009. Finally, the discussion
summarizes the results of our operations for the three months ended October 31,
2009. This discussion and analysis should be read in conjunction with our
unaudited financial statements for the year ended July 31, 2009, including
footnotes, and the discussion and analysis included in our Form 10-K.
Plan of Operation
American Telstar, Inc., (the "registrant" or "Company") was incorporated under
the laws of the state of Colorado on August 5, 1986. The registrant was
originally organized to engage in the music video business as well as a movie
production business. Since 1991, the Company has not engaged in any operations
and has been dormant. The Company may seek to acquire a controlling interest in
such entities in contemplation of later completing an acquisition. The Company
is not limited to any operation or geographic area in seeking out opportunities.
Liquidity and Capital Resources
As of October 31, 2009, we had negative working capital of ($23,089), comprised
of current assets of $5,253 and current liabilities of $28,342. This represents
a decrease of $1,466 in working capital compared to the balance of ($21,623)
reported at July 31, 2009. During the three months ended October 31, 2009, our
working capital declined as we invested our capital resources in our business.
Results of Operations - Three Months Ended October 31, 2009 Compared to the
Three Months Ended October 31, 2008
We are considered a development stage company for accounting purposes, since we
are working to implement our plan of operations. We are unable to predict with
any degree of accuracy when this classification will change. We expect to incur
losses until such time, if ever, we emerge from the development stage.
The Company generated no revenues during the quarter ended October 31, 2009, and
management does not anticipate any revenues until following the conclusion of a
merger or acquisition, if any, as contemplated by the Company's business plan.
The Company has minimal capital. The Company anticipates operational costs will
be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.
At October 31, 2009, the Company had no material commitments for capital
expenditures.
7
Forward-Looking Statements
This Form 10-Q contains or incorporates by reference "forward-looking
statements," as that term is used in federal securities laws, about our
financial condition, results of operations and business. These statements
include, among others:
- statements concerning the benefits that we expect will result from our
business activities and that we contemplate or have completed; and
- statements of our expectations, beliefs, future plans and strategies,
anticipated developments and other matters that are not historical facts.
These statements may be made expressly in this document or may be incorporated
by reference to other documents that we will file with the SEC. You can find
many of these statements by looking for words such as "believes," "expects,"
"anticipates," "estimates" or similar expressions used in this report or
incorporated by reference in this report.
These forward-looking statements are subject to numerous assumptions, risks and
uncertainties that may cause our actual results to be materially different from
any future results expressed or implied in those statements. Because the
statements are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied. We caution you not to put undue
reliance on these statements, which speak only as of the date of this report.
Further, the information contained in this document or incorporated herein by
reference is a statement of our present intention and is based on present facts
and assumptions, and may change at any time and without notice, based on changes
in such facts or assumptions.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The important factors that could prevent us from achieving our stated goals and
objectives include, but are not limited to, those set forth in our annual report
on Form 10-K, other reports filed with the SEC and the following:
o The worldwide economic situation;
o Any change in interest rates or inflation;
o The willingness and ability of third parties to honor their contractual
commitments;
o Our ability to raise additional capital, as it may be affected by
current conditions in the stock market and competition for risk
capital;
o Environmental and other regulations, as the same presently exist and
may hereafter be amended.
We undertake no responsibility or obligation to update publicly these
forward-looking statements, but may do so in the future in written or oral
statements. Investors should take note of any future statements made by or on
our behalf.
8
Item 4T. Controls and Procedures
(a) Disclosure Controls and Procedures. We maintain a system of controls and
procedures designed to ensure that information required to be disclosed by us in
reports that we file or submit under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported, within time periods
specified in the SEC's rules and forms and to ensure that information required
to be disclosed by us in the reports that we file or submit under the Securities
Exchange Act of 1934, as amended, is accumulated and communicated to our
management, including our Chief Executive Officer and Principal Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.
As of October 31, 2009, under the supervision and with the participation of our
Chief Executive Officer and Principal Financial Officer, management has
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures. Based on that evaluation, the Chief Executive Officer
and Principal Financial Officer concluded that our disclosure controls and
procedures were effective.
(b) Changes in Internal Controls. There were no changes in our internal control
over financial reporting during the quarter ended October 31, 2009 that
materially affected, or is reasonably likely to materially affect, our internal
controls over financial reporting.
9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
We are not aware of any market risk factors in addition to those
disclosed in our Form 10-K filed with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits.
a. Exhibits
31.1 Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32 Certification of Officers pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this quarterly report to be signed
on its behalf by the undersigned, thereunto duly authorized.
American Telstar, Inc.
Date: December 9, 2009
By:
/s/ Charles Calello
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Charles Calello
President, Chief Executive Officer and Director
By:
/s/ Peter Porath
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Peter Porath
Vice-President, Chief Financial Officer and Director
1
