Attached files
file | filename |
---|---|
EX-32.2 - SK Shasta Acquisition Corp. 4 | v205596_ex32-2.htm |
EX-31.1 - SK Shasta Acquisition Corp. 4 | v205596_ex31-1.htm |
EX-32.1 - SK Shasta Acquisition Corp. 4 | v205596_ex32-1.htm |
EX-31.2 - SK Shasta Acquisition Corp. 4 | v205596_ex31-2.htm |
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
quarterly period ended October 31, 2010
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from ________ to ________
Commission
file number 000-53458
SK SHASTA ACQUISITION CORP.
4
(Exact
name of registrant as specified in its charter)
Delaware
|
75-326884
|
(State
or other jurisdiction
|
(I.R.S.
Employer Identification Number)
|
of
incorporation or organization)
|
P.O. Box 4226, STN Main
Vancouver , V6B B.C. 327
(Address
of principal executive offices)
(604)
568-6426
(Registrant’s
telephone number, including area code)
No
change
(Former
name, former address and former fiscal year, if changed since last
report)
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. 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 (§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 ¨
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 definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):
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 ¨.
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Sections
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes ¨ No ¨.
APPLICABLE
ONLY TO CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 30,000,000 shares of common stock,
par value $.0001 per share, outstanding as of December 15,
2010.
SK
SHASTA ACQUISITION CORP. 4
-
INDEX -
Page
|
||
PART
I – FINANCIAL INFORMATION:
|
||
Item
1.
|
Financial
Statements:
|
1
|
Balance
Sheets as of October 31, 2010 and April 30, 2010
|
2
|
|
Statements
of Operations for the Three and Six Months Ended October 31, 2010, the
Three and Six Months Ended October 31, 2009 and for the Cumulative Period
from May 2, 2008 (Inception) to October 31, 2010
|
3
|
|
Statements
of Cash Flows for the Three and Six Months Ended October 31, 2010, the
Three and Six Months Ended October 31, 2009 and for the Cumulative Period
from May 2, 2008 (Inception) to October 31, 2010
|
4
|
|
Notes
to Financial Statements
|
5
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
8
|
Item
3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
11
|
Item
4.
|
Controls
and Procedures
|
11
|
PART II – OTHER
INFORMATION:
|
||
Item
1.
|
Legal
Proceedings
|
11
|
Item
1A.
|
Risk
Factors
|
12
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
12
|
Item
3.
|
Defaults
Upon Senior Securities
|
12
|
Item
4.
|
Removed
and Reserved
|
12
|
Item
5.
|
Other
Information
|
12
|
Item
6.
|
Exhibits
|
12
|
Signatures
|
13
|
PART I – FINANCIAL
INFORMATION
Item
1. Financial Statements.
The
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions for Form 10-Q. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
In the
opinion of management, the financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows of
the Company for the interim periods presented.
The
results for the period ended October 31, 2010 are not necessarily indicative of
the results of operations for the full year. These financial statements and
related footnotes should be read in conjunction with the financial statements
and footnotes thereto included in the Company’s Form 10-K filed with the
Securities and Exchange Commission on August 13, 2010.
1
SK
Shasta Acquisition Corp. 4
A
Development Stage Company
Consolidated
Balance Sheets
As
at October 31, 2010
(Stated
in United States Dollars)
October 31
|
April 30
|
|||||||
2010
|
2010
|
|||||||
$
|
$
|
|||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
|
-0- | -0- | ||||||
Total
Current Assets
|
-0- | -0- | ||||||
Long
term Assets
|
||||||||
Organizational
costs, net of amortization
|
11,101 | 13,421 | ||||||
Total
Assets
|
11,101 | 13,421 | ||||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
Liabilities
|
||||||||
Accounts
payable and accrued liabilities
|
48,499 | 44,537 | ||||||
Total
current liabilities
|
48,499 | 44,537 | ||||||
Total
Liabilities
|
48,499 | 44,537 | ||||||
STOCKHOLDERS’
EQUITY
|
||||||||
Common
stock, $0.0001 par value, 100,000,000 shares authorized: 30,000,000 shares
issued and outstanding (note 3)
|
3,000 | 3,000 | ||||||
Accumulated
deficit in the exploration state (May 2, 2008 to October 31,
2009)
|
(48,398 | ) | (34,116 | ) | ||||
Total
stockholders’ equity
|
(37,398 | ) | (31,116 | ) | ||||
Total
liabilities and stockholders’ equity
|
11,101 | 13,421 |
See notes
to financial statements
2
SK
Shasta Acquisition Corp. 4
A
Development Stage Company
Consolidated
Statement of Operations
From
inception on May 2, 2008 to October 31, 2010
(Stated in United
States Dollars)
For the three
months ended
October 31
2010
|
For the three
months ended
October 31
2009
|
For the six
months
ended
October 31
2010
|
For the six
months
ended
October 31
2009
|
From
inception
May 2,
2008
through
October
31
2010
|
||||||||||||||||
$
|
$
|
$
|
$
|
$
|
||||||||||||||||
REVENUE
|
0 | 0 | 0 | -0- | -0- | |||||||||||||||
Expenses
|
||||||||||||||||||||
Office
and sundry
|
3,833 | 1,729 | 3,962 | 3,189 | 28,924 | |||||||||||||||
Amortization
of organizational costs
|
1,160 | 1,160 | 2,320 | 2,320 | 11,474 | |||||||||||||||
Loss
for the period
|
(4,993 | ) | (2,889 | ) | (6,282 | ) | (5,509 | ) | (40,398 | ) | ||||||||||
Other Revenues
and Expenses
|
||||||||||||||||||||
Total
loss for period
|
(4,993 | ) | (2,889 | ) | (6,282 | ) | (5,509 | ) | (40,398 | ) | ||||||||||
Deficit
– beginning of the period
|
(35,405 | ) | (18,505 | ) | (34,116 | ) | (15,905 | ) | -0- | |||||||||||
Deficit
– end of period
|
(40,398 | ) | (21,394 | ) | (40,398 | ) | (2,859 | ) | (40,398 | ) | ||||||||||
Loss
per shares – basic and diluted
|
(0.01 | ) | (0.01 | ) | (0.01 | ) | (0.01 | ) | ||||||||||||
Weighted
Average Number of Shares Outstanding
|
30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 |
See notes
to financial statements
3
SK
Shasta Acquisition Corp. 4
Consolidated
Statement of Cash Flows
From
May 2, 2008 to October 31, 2010
(Stated in United
States Dollars)
Three Months Ending
|
Six Months Ending
|
From inception
|
||||||||||||||||||
October 31
2010
|
October 31
2009
|
October 31
2010
|
October 31
2009
|
May 2, 2008
To October 31,
2010
|
||||||||||||||||
$
|
$
|
$
|
$
|
$
|
||||||||||||||||
Cash
flows from operating activities
|
||||||||||||||||||||
Loss
for the period
|
(4,993 | ) | (2,889 | ) | (6,282 | ) | (5,509 | ) | (40,408 | ) | ||||||||||
Non
cash expenses-amortization
|
1,160 | 1,160 | 2,320 | 2,320 | 11,474 | |||||||||||||||
Changes
in:
|
||||||||||||||||||||
Accounts
payable and accrued liabilities
|
3,833 | 1,729 | 3,962 | 3,189 | 34,135 | |||||||||||||||
Net
cash used in operating activities
|
-0- | -0- | -0- | -0- | 19,575 | |||||||||||||||
Cash
flows from investing activities
|
||||||||||||||||||||
Organizational
costs
|
-0- | (22,575 | ) | |||||||||||||||||
Cash
used in investing activities
|
-0- | -0- | -0- | -0- | (22,575 | ) | ||||||||||||||
Cash
flows from financing activities
|
||||||||||||||||||||
Share
capital issued
|
-0- | -0- | -0- | -0- | 3,000 | |||||||||||||||
Net
cash received from financing activities
|
-0- | -0- | -0- | -0- | 3,000 | |||||||||||||||
Net
increase in cash
|
-0- | -0- | -0- | -0- | ||||||||||||||||
Cash
– beginning of period
|
-0- | -0- | -0- | -0- | ||||||||||||||||
Cash
– end of period
|
-0- | -0- | -0- | -0- |
See notes
to financial statements
4
SK
Shasta Acquisition Corp. 4
Notes
to Financial Statements
October
31, 2010
(Stated
in United States Dollars)
1.
Nature of
Operations
|
a)
|
Organization
|
SK Shasta
Acquisition Corp. 4 (the “Company”) was incorporated under the laws of the
State of Delaware on May 2, 2008 and it was formed to be shell company as
defined by the rules and regulations of the United States Securities Exchange
Commission. The Company’s fiscal year end is April 30th.
|
c)
|
Going
Concern
|
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. The Company’s financial statements are prepared
using generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business.
As shown
in the accompanying financial statements, the Company has incurred a net loss of
$40,398 for the period from May 2, 2008 (inception) to October 31, 2010 and has
had no revenues. The future of the Company is dependent upon its ability to
obtain financing and upon future profitable operations from the development of
acquisitions. Management has plans to seek additional capital through a private
placement and public offering of its common stock. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts of and classification of liabilities that might
be necessary in the event the Company cannot continue in existence. The
accompanying financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
2. Significant
Accounting Policies
a) Basis of
Accounting
These
financial statements are prepared in accordance with generally accepted
accounting principles (“GAAP”) in United States. The Company has elected an
April year-end. Summarized below are those policies considered particularly
significant to the Company.
b) Use of
Estimates
The
preparation of financial statements in conformity with United States generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of any contingent assets and liabilities as at the date of the
financial statements, as well as the reported amounts of revenues earned and
expenses incurred during the period. Actual results could differ from those
estimates.
c) Financial
Instruments and Financial Risk
The
Company’s financial instruments consists of cash, prepaid expenses, investments,
accounts payable and accrued liabilities, the fair values of which approximate
their carrying amounts due to the short-term nature of these
instruments.
d) Cash
For the
purposes of the statement of cash flows, the company considers all funds held in
its bank accounts and funds held in trust by third parties as
cash.
5
SK
Shasta Acquisition Corp. 4
Notes
to Financial Statements
October
31, 2010
(Stated
in United States Dollars)
2. Significant
Accounting Policies -Continued
e) Intangible
Asset
The
Company’s unique assets held under several patents have been developed at
considerable costs over a period of time and management has used its best
efforts to estimate those costs.
f) Loss per
Share
Basic
loss per share is computed by dividing loss attributable to common shareholders
by the weighted average number of common shares outstanding during the period.
Fully diluted loss per share is not disclosed as it is
anti-dilutive.
g) Management’s
Estimates
The
preparation of financial statements in conformity with United States 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 dates of the financial
statements and the reported amounts of revenues and expenses during the reported
periods. Actual results could differ from those estimates.
h) Share
Capital
Share
capital issued for non-monetary consideration is recorded at an amount based
upon fair market value as estimated by management.
i) Comprehensive
Income
The
Company applies Statement of Financial Accounting Standards No. 130 Reporting
Comprehensive Income (SFAS No. 130). Comprehensive income is defined as the
change in equity of a business enterprise during a period from transactions and
other events and circumstances from non owner sources. It includes all changes
in equity during a period except from those resulting from investments by owners
and distributions to owners.
j) Income
taxes
Deferred
Income taxes are provided for temporary differences between the financial
reporting and tax basis of assets and liabilities using enacted tax laws and
rates for the years when the differences are expected to reverse.
k) Stock based
compensation
The
Company accounts for stock-based compensation in accordance with SFAS No. 123
for “Accounting for stock-based compensation” and related interpretations. The
company currently has no stock options outstanding.
l) Asset retirement
obligations
Asset
retirement obligations requires recognition of a legal liability for obligations
relating to retirement of property, plant and equipment, and arising from the
acquisition, construction, development, or normal operation of those assets.
Such asset retirement cost, must be recognized at fair value, when a reasonable
estimate of fair value can be estimated, in the period in which it is incurred,
added to the carrying value of the asset, and amortized into income on a
systematic basis over its useful life.
As at
December 1, 2010, the Company does not have any asset retirement
obligations.
6
SK
Shasta Acquisition Corp. 4
Notes
to Financial Statements
October
31, 2010
(Stated
in United States Dollars)
3.
|
Share
Capital
|
|
a)
|
Details of share capital are as
follows:
|
Authorized:
100,000,000 common shares with $0.0001 par value
|
Number of
|
|
||||||
Shares
|
Amount
|
|||||||
$
|
||||||||
Issued:
|
||||||||
Balance
- inception May 2, 2008
|
- | - | ||||||
Common
Shares issued
|
30,000,000 | $ | 3,000 | |||||
B
Balance – April 30, 2009 and April 30, 2010
|
30,000,000 | $ | 3,000 | |||||
B
Balance – October 31, 2010
|
30,000,000 | $ | 3,000 |
4. Income
Taxes
A
reconciliation of income taxes at statutory rates is as follows:
2010
|
||||
$
|
||||
Net
loss for the year
|
(6,282 | ) | ||
Total
income taxes
|
- |
The
Company has non-capital losses of approximately $34,116, which are available to
reduce future taxable income in the United Sates and which expire in 2023. The
Company has not recognized any future benefit for these tax losses and resource
deductions, as it is not considered likely that they will be
utilized.
|
Income Tax Operating
Loss Carry Forward
|
|||||||
|
Amount
|
Expiry Date
|
||||||
2009
|
15,885 |
2023
|
||||||
2010
|
$ | 18,231 |
2024
|
|||||
Total income
tax operating loss carry forward
|
$ | 34,116 |
5.
Subsequent Events
In
addition to items disclosed elsewhere in these notes, the following occurred
during the period subsequent to October 31, 2010.
· None
7
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
Forward
Looking Statement Notice
Certain statements made in this Report
on Form 10-Q are “forward-looking statements” (within the meaning of the Private
Securities Litigation Reform Act of 1995) in regard to the plans and objectives
of management for future operations. Such statements involve known and unknown
risks, uncertainties and other factors that may cause actual results,
performance or achievements of SK SHASTA ACQUISITION CORP. 4 (“we”,
“us”, “our” or the “Company”) to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties. The
Company's plans and objectives are based, in part, on assumptions involving the
continued expansion of business. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Quarterly Report will prove to be accurate. In light
of the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
Description
of Business
The
Company was incorporated in the State of Delaware on May 2, 2008 (Inception) and
maintains its principal executive office at P.O Box 4226, STN Main Vancouver
B.C. V6B 327. Since inception, the Company has been engaged in
organizational efforts and obtaining initial financing. The Company was formed
as a vehicle to pursue a business combination through the acquisition of, or
merger with, an operating business. The Company filed a registration statement
on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on
October 10, 2008, and since its effectiveness, the Company has focused its
efforts to identify a possible business combination.
The
Company, based on proposed business activities, is a “blank check” company. The
SEC defines those companies as "any development stage company that is issuing a
penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange
Act 1934, as amended (the “Exchange Act”), and that has no specific business
plan or purpose, or has indicated that its business plan is to merge with an
unidentified company or companies." Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. The Company is also a “shell company,” defined in Rule
12b-2 under the Exchange Act as a company with no or nominal assets (other than
cash) and no or nominal operations. Management does not intend to undertake any
efforts to cause a market to develop in our securities, either debt or equity,
until we have successfully concluded a business combination. The Company intends
to comply with the periodic reporting requirements of the Exchange Act for so
long as we are subject to those requirements.
The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with an operating business. The Company will not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.
8
The Company currently does not engage
in any business activities that provide cash flow. During the next
twelve months we anticipate incurring costs related to:
|
(i)
|
filing
Exchange Act reports, and
|
|
(ii)
|
investigating,
analyzing and consummating an
acquisition.
|
We
believe we will be able to meet these costs through through deferral of fees by
certain service providers and additional amounts, as necessary, to be loaned to
or invested in us by our stockholders, management or other investors. As of the
date of the period covered by this report, the Company has no funds in its
treasury. There are no assurances that the Company will be able to secure any
additional funding as needed. Currently, however our ability to
continue as a going concern is dependent upon our ability to generate future
profitable operations and/or to obtain the necessary financing to meet our
obligations and repay our liabilities arising from normal business operations
when they come due. Our ability to continue as a going concern is
also dependant on our ability to find a suitable target company and enter into a
possible reverse merger with such company. Management’s plan includes obtaining
additional funds by equity financing through a reverse merger transaction and/or
related party advances, however there is no assurance of additional funding
being available.
The Company may consider acquiring a
business which has recently commenced operations, is a developing company in
need of additional funds for expansion into new products or markets, is seeking
to develop a new product or service, or is an established business which may be
experiencing financial or operating difficulties and is in need of additional
capital. In the alternative, a business combination may involve the acquisition
of, or merger with, a company which does not need substantial additional capital
but which desires to establish a public trading market for its shares while
avoiding, among other things, the time delays, significant expense, and loss of
voting control which may occur in a public offering.
Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks. Our management
anticipates that it will likely be able to effect only one business combination,
due primarily to our limited financing and the dilution of interest for present
and prospective stockholders, which is likely to occur as a result of our
management’s plan to offer a controlling interest to a target business in order
to achieve a tax-free reorganization. This lack of diversification should be
considered a substantial risk in investing in us, because it will not permit us
to offset potential losses from one venture against gains from
another.
The Company anticipates that the
selection of a business combination will be complex and extremely risky. Through
information received from industry professionals and certain publications, our
management believes that there are numerous firms seeking the perceived benefits
of becoming a publicly traded corporation. Such perceived benefits of becoming a
publicly traded corporation include, among other things, facilitating or
improving the terms on which additional equity financing may be obtained,
providing liquidity for the principals of and investors in a business, creating
a means for providing incentive stock options or similar benefits to key
employees, and offering greater flexibility in structuring acquisitions, joint
ventures and the like through the issuance of stock. Potentially available
business combinations may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
9
Liquidity
and Capital Resources
As of
October 31, 2010, the Company had no current assets equal and long terms assets
consisting exclusively of organizational costs, net of amortization equal to
$11,101. This compares with no currents assets as of April 30, 2010 and
long terms assets consisting exclusively of organizational costs, net of
amortization equal to $13,421. The Company’s current liabilities as of October
31, 2010 totaled $48,499, comprised exclusively of accounts payable and accrued
liabilities. This compares with the Company’s current liabilities as
of April 30, 2010 equal to $44,537, comprised exclusively of accounts payable
and accrued liabilities. The Company can provide no assurance that it can
continue to satisfy its cash requirements for at least the next twelve
months.
The following is a summary of the
Company's cash flows provided by (used in) operating, investing, and financing
activities for the six months ended October 31, 2010 and 2009 and for the
cumulative period from May 2, 2008 (Inception) to October 31, 2010:
Six Months
Ended
October 31,
2010
|
Six Months
Ended
October 31,
2009
|
For the
Cumulative
Period from
May 2, 2008
(Inception) to
October 31, 2010
|
||||||||||
Net
Cash (Used in) Operating Activities
|
$ | - | $ | - | $ | 19,575 | ||||||
Net
Cash (Used in) Investing Activities
|
$ | - | $ | - | $ | (22,575 | ) | |||||
Net
Cash Provided by Financing Activities
|
$ | - | $ | - | $ | 3,000 | ||||||
Net
Increase in Cash and Cash Equivalents
|
$ | - | $ | - | $ | - |
The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.
Results
of Operations
The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from May 2, 2008 (Inception) to October 31,
2010. It is unlikely the Company will have any revenues unless it is
able to effect an acquisition or merger with an operating company, of which
there can be no assurance. It is management's assertion that these
circumstances may hinder the Company's ability to continue as a going
concern. The Company’s plan of operation for the next twelve months shall
be to continue its efforts to locate suitable acquisition
candidates.
For the
three and six months ended October 31, 2010, the Company had a net loss of
$4,993 and $6,282, respectively, comprised exclusively of office, postage,
filing fees and amortization of organizational costs, in addition to legal,
accounting, audit, and other professional service fees incurred in relation to
the filing of the Company’s Quarterly and Annual Reports on Form 10-Q and Form
10-K.
For the
three and six months ended October 31, 2009, the Company had a net loss of
$2,889 and $5,5509, respectively, comprised exclusively of organizational costs,
in addition to legal, accounting, audit and other professional service fees in
relation to the filing of the Company’s Quarterly and Annual Reports on Form
10-Q and Form 10-K.
10
For the
period from May 2, 2008 (Inception) to October 31, 2010, the Company had a net
loss of $40,398 comprised exclusively of office, postage, filing fees and
amortization of organizational costs, in addition to legal, accounting, audit,
and other professional service fees incurred in relation to the formation of the
Company, the filing of the Company’s Registration Statement on Form 10 in
October of 2008, and the filing of the Company’s Quarterly and Annual Reports on
Form 10-Q and Form 10-K.
Off-Balance
Sheet Arrangements
The Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company’s financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
investors.
Contractual
Obligations
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.
Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
information required by this Item.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
We maintain disclosure controls and
procedures that are designed to ensure that information required to be disclosed
in our reports filed pursuant to the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules,
regulations and related forms, and that such information is accumulated and
communicated to our principal executive officer and principal financial officer,
as appropriate, to allow timely decisions regarding required
disclosure.
As of October 31, 2010, we carried out
an evaluation, under the supervision and with the participation of our principal
executive officer and our principal financial officer of the effectiveness of
the design and operation of our disclosure controls and procedures. Based on
this evaluation, our principal executive officer and our principal financial
officer concluded that our disclosure controls and procedures were effective as
of the end of the period covered by this report.
Changes
in Internal Controls
There have been no changes in our
internal controls over financial reporting during the quarter ended October 31,
2010 that have materially affected or are reasonably likely to materially affect
our internal controls.
PART II — OTHER
INFORMATION
Item
1. Legal Proceedings.
To the best knowledge of our officers
and directors, there are presently no material pending legal proceedings to
which the Company, any executive officer, any owner of record or beneficially of
more than five percent of any class of voting securities is a party or as to
which any of its property is subject, and no such proceedings are known to the
Company to be threatened or contemplated against it.
11
Item
1A. Risk Factors.
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
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.
(a)
|
Exhibits
required by Item 601 of Regulation
S-K.
|
Exhibit
|
Description
|
|
*3.1
|
Certificate
of Incorporation, as filed with the Delaware Secretary of State on May 2,
2008.
|
|
*3.2
|
By-Laws.
|
|
|
||
31.1
|
Certification
of the Company’s Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Report on
Form 10-Q for the quarter ended October 31, 2010.
|
|
31.2
|
Certification
of the Company’s Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Report on
Form 10-Q for the quarter ended October 31, 2010.
|
|
32.1
|
Certification
of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2
|
|
Certification
of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
*
|
Filed
as an exhibit to the Company's Registration Statement on Form 10, as filed
with the SEC on October 10, 2008, and incorporated herein by this
reference.
|
12
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
Dated:
December 15, 2010
|
SK
SHASTA ACQUISITION CORP. 4
|
|
By:
|
/s/ Kurt Pichler
|
|
Kurt
Pichler
|
||
President
and Sole Director
|
||
Principal
Executive Officer
|
||
Principal
Financial Officer
|
13