Attached files
file | filename |
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EX-31.2 - Stalar 2, Inc. | v211388_ex31-2.htm |
EX-32.1 - Stalar 2, Inc. | v211388_ex32-1.htm |
EX-31.1 - Stalar 2, Inc. | v211388_ex31-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
þ
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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FOR
THE QUARTERLY PERIOD ENDED DECEMBER 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: 000-52972
STALAR 2,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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26-1402651
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
|
|
incorporation
or organization)
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||
317
Madison Ave., Suite 1520,
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||
New York, NY
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10017
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(Address
of principal executive offices)
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(Zip
Code)
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(212) 953-1544
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(Registrant's
telephone number, including area code)
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N/A
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(Former
name, former address and former fiscal year,
if
changed since last report)
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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 þ| 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
þ
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" and smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
¨ Large Accelerated
Filer ¨
Accelerated Filer ¨ Non-accelerated
Filer þ
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 þ No ¨
At
February 14, 2011, 2,042,000 shares of the Registrant's Common Stock and no
shares of the Registrant's Preferred Stock were issued and outstanding.
Page
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||
PART
I: FINANCIAL INFORMATION
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||
Item
1
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Unaudited
Financial Statements
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3
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Item
2
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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10
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Item
3
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Quantitative
and Qualitative Disclosures About Market Risk
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11
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Item
4
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Controls
and Procedures
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11
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PART
II: OTHER INFORMATION
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Item
1
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Legal
Proceedings
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12
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Item
1A
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Risk
Factors
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12
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Item
2
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Unregistered
Sales of Equity Securities and Use of Proceeds
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12
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Item
3
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Defaults
Upon Senior Securities
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12
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Item
5
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Other
Information
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12
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Item
6
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Exhibits
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13
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SIGNATURES
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13
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-2-
PART
I - FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
STALAR 2,
INC.
(A
Development Stage Company)
INDEX TO
INTERIM FINANCIAL STATEMENTS (Unaudited)
Page No.
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Interim
Balance Sheets
December
31, 2010 and September 30, 2010 (Audited)
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4
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Interim
Statements of Operations
For
the three months ended December 31, 2010 and 2009 and
for
the period November 13, 2007, (inception) to December 31,
2010
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5
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Interim
Statements of Cash Flows
For
the three months ended December 31, 2010 and 2009 and
for
the period November 13, 2007, (inception) to December 31,
2010
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6
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Interim
Statement of Changes in Stockholders’ Deficit
For
the period November 13, 2007, (inception) to December 31,
2010
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7
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Notes
to Interim Financial Statements
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8 - 9
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-3-
STALAR 2,
INC.
(A
Development Stage Company)
INTERIM
BALANCE SHEETS
December 31,
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September 30,
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|||||||
2010
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2010
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(Unaudited)
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(Audited)
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|||||||
ASSETS
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||||||||
Current
assets
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||||||||
Cash
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$ | 202 | $ | 177 | ||||
LIABILITIES AND STOCKHOLDERS'
DEFICIT
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||||||||
Current
liabilities
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||||||||
Accounts
payable and accrued expenses
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$ | 13,931 | $ | 13,724 | ||||
Loan
payable - Officer
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36,891 | 31,981 | ||||||
Total
current liabilities
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50,822 | 45,705 | ||||||
Stockholders'
deficit
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||||||||
Preferred
stock - $0.0001 par value;
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||||||||
25,000,000
shares authorized; none issued or outstanding
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- | - | ||||||
Common
stock - $0.0001 par value; 75,000,000 shares authorized;
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||||||||
2,042,000
issued and outstanding
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204 | 204 | ||||||
Additional
paid-in capital
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1,676 | 1,676 | ||||||
Deficit
accumulated during the development stage
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(52,500 | ) | (47,408 | ) | ||||
Total
stockholders' deficit
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(50,620 | ) | (45,528 | ) | ||||
$ | 202 | $ | 177 |
The
accompanying notes are an integral part of these unaudited interim financial
statements.
-4-
STALAR 2,
INC.
(A
Development Stage Company)
INTERIM
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
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November 13, 2007
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|||||||||||
December 31,
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(Inception) to
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|||||||||||
2010
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2009
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December 31, 2010
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||||||||||
Revenues
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$ | - | $ | - | $ | - | ||||||
General
and administrative expenses
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||||||||||||
Professional
fees
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4,810 | 328 | 46,353 | |||||||||
Organization
costs
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- | - | 3,442 | |||||||||
Interest
expense
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282 | 187 | 1,860 | |||||||||
Sundry
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- | - | 845 | |||||||||
5,092 | 515 | 52,500 | ||||||||||
Net
loss for the period
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$ | (5,092 | ) | $ | (515 | ) | $ | (52,500 | ) | |||
Loss
per common share:
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||||||||||||
basic
and diluted
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$ | (0.0025 | ) | $ | (0.0003 | ) | ||||||
Weighted
average number of common shares outstanding, basic and
diluted
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2,042,000 | 2,022,500 |
The
accompanying notes are an integral part of these unaudited interim financial
statements.
-5-
STALAR 2,
INC.
(A
Development Stage Company)
INTERIM
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
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November 13, 2007
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|||||||||||
December 31,
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(Inception) to
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|||||||||||
2010
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2009
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December 31, 2010
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||||||||||
Cash
flows from operating activities:
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||||||||||||
Net
loss for the period
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$ | (5,092 | ) | $ | (515 | ) | $ | (52,500 | ) | |||
Adjustments
to reconcile net loss to
|
||||||||||||
net
cash used in operating activities
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||||||||||||
Common
stock issued for services
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- | - | 780 | |||||||||
(Decreases)
increases in cash flows from
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||||||||||||
operating
activities resulting from changes in:
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||||||||||||
Accounts
payable and accrued expenses
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207 | 515 | 13,931 | |||||||||
Net
cash used in operating activities
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(4,885 | ) | - | (37,789 | ) | |||||||
Cash
flows from financing activities:
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||||||||||||
Proceeds
from issuance of common stock
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- | - | 1,100 | |||||||||
Loans
from Officer
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4,910 | 100 | 36,891 | |||||||||
Net
cash provided by financing activities
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4,910 | 100 | 37,991 | |||||||||
Net
increase (decrease) in cash
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25 | 100 | 202 | |||||||||
Cash,
beginning of period
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177 | 13 | - | |||||||||
Cash,
end of period
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$ | 202 | $ | 113 | $ | 202 | ||||||
Supplemental
cash flow information:
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||||||||||||
Non-cash
financing activities:
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||||||||||||
Common
stock issued for services
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$ | - | $ | - | $ | 780 |
The
accompanying notes are an integral part of these unaudited interim financial
statements.
-6-
STALAR 2,
INC.
(A
Development Stage Company)
INTERIM
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Unaudited)
Deficit
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||||||||||||||||||||
Accumulated
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||||||||||||||||||||
Additional
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During
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|||||||||||||||||||
Paid-in
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Development
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Shares
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Amount
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Capital
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Stage
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Total
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||||||||||||||||
Shares
issued at inception, November 13, 2007
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- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Shares
issued for cash, at par $.0001
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2,000,000 | 200 | - | - | 200 | |||||||||||||||
Net
loss for the period
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- | - | - | (12,293 | ) | (12,293 | ) | |||||||||||||
Balance,
September 30, 2008
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2,000,000 | 200 | - | (12,293 | ) | (12,093 | ) | |||||||||||||
Shares
issued for cash, at $.04 per share
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22,500 | 2 | 898 | - | 900 | |||||||||||||||
Net
loss for the year
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- | - | - | (20,999 | ) | (20,999 | ) | |||||||||||||
Balance,
September 30, 2009
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2,022,500 | 202 | 898 | (33,292 | ) | (32,192 | ) | |||||||||||||
Shares
issued for services, at $.04 per share
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19,500 | 2 | 778 | - | 780 | |||||||||||||||
Net
loss for the year
|
- | - | - | (14,116 | ) | (14,116 | ) | |||||||||||||
Balance,
September 30, 2010
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2,042,000 | 204 | 1,676 | (47,408 | ) | (45,528 | ) | |||||||||||||
Net
loss for the period
|
- | - | - | (5,092 | ) | (5,092 | ) | |||||||||||||
Balance,
December 31, 2010
|
2,042,000 | 204 | 1,676 | $ | (52,500 | ) | $ | (50,620 | ) |
The
accompanying notes are an integral part of these unaudited interim financial
statements.
-7-
STALAR 2,
INC.
(A
Development Stage Company)
NOTES TO
INTERIM FINANCIAL STATEMENTS
DECEMBER
31, 2010
(Unaudited)
NOTE A – NATURE OF BUSINESS
AND BASIS OF PRESENTATION
The
accompanying unaudited interim financial statements as of December 31, 2010 and
for the three months ended December 31, 2010 and 2009 and for the period from
November 13, 2007 (inception) to December 31, 2010 have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission (“SEC”), including Form 10-Q and Regulation S-K. The information
furnished herein reflects all adjustments (consisting of normal recurring
accruals and adjustments), which are, in the opinion of management, necessary to
fairly present the operating results for the respective periods. Certain
information and footnote disclosures normally present in annual financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been omitted pursuant to such rules and
regulations. The Company believes that the disclosures provided are adequate to
make the information presented not misleading. These unaudited interim financial
statements should be read in conjunction with the audited financial statements
and explanatory notes for the year ended September 30, 2010 and for the period
November 13, 2007, (inception), to September 30, 2010 as disclosed in the
Company's 10-K for that period as filed with the SEC.
The
results of the period ended December 31, 2010 are not necessarily indicative of
the results to be expected for the year ending September 30, 2011, the Company’s
fiscal year end.
STALAR 2,
Inc. (“the
Company“),
was incorporated in the State of Delaware on November 13,
2007. The Company, which is in the development stage, is a “shell
company”, because it has no or nominal assets, other than cash, and no or
nominal operations. The Company was formed to pursue a business
combination with an operating private company, foreign or domestic, seeking to
become a reporting, “public” company. No assurances can be given that
the Company will be successful in locating or negotiating with any target
company. The Company has been engaged in organizational efforts,
obtaining initial financing and has commenced negotiations with various
operating entities however, has not entered into any letter of intent to
date.
NOTE B – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America 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.
Loss Per
Share
The
Company uses Topic 260, “Earnings Per Share”, for calculating the basic and
diluted loss per share. The Company computes basic loss per share by dividing
net loss and net loss attributable to common stockholders by the weighted
average number of common shares outstanding. Diluted loss per share is computed
similar to basic loss per share except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if the potential shares had been issued and if the additional shares were
dilutive. Common equivalent shares are excluded from the computation of net loss
per share if their effect is anti-dilutive. The Company does not have
any common stock equivalents.
-8-
STALAR 2,
INC.
(A
Development Stage Company)
NOTES TO
INTERIM FINANCIAL STATEMENTS
DECEMBER
31, 2010
(Unaudited)
NOTE C – GOING
CONCERN
The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America, which
contemplate continuation of the Company as a going concern. The
Company, however, has minimal assets and working capital and lacks a sufficient
source of revenues, which raises substantial doubt about the Company’s ability
to continue as a going concern. The Company’s ability to continue as
a going concern and to realize its assets and to discharge its liabilities is
dependent upon the Company’s management to securing a business
combination. Management intends to fund working capital requirements
for the foreseeable future and believes that the current business plan if
successfully implemented may provide the opportunity for the Company to continue
as a going concern. The accompanying statements do not include any
adjustments that might result should the Company be unable to continue as a
going concern.
NOTE D - RELATED PARTY
TRANSACTIONS
Equity
Transaction
In
November 2007, the Company issued 2,000,000 shares of common stock to the sole
officer and director for total proceeds of $200.
Loan Payable -
Officer
The
officer had advanced funds to the Company to cover cash
requirements. The loan is unsecured and is payable on demand with
interest at the prime rate.
NOTE E – EQUITY TRANSACTIONS
In
January 2009, the Company issued 22,500 shares of common stock to unrelated
parties at a per share price of $.04, pursuant to a Common Stock offering, for
total cash proceeds of $900.
In
January 2010, the Company issued 19,500 shares of common stock for services
valued at $.04 per share, for a total value of $780.
-9-
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Cautionary
Notice Regarding Forward Looking Statements
The
information contained in Item 2 contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Actual results may
materially differ from those projected in the forward-looking statements as a
result of certain risks and uncertainties set forth in this report. Although
management believes that the assumptions made and expectations reflected in the
forward-looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual results
will not be different from expectations expressed in this report.
We desire
to take advantage of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. This filing contains a number of forward-looking
statements which reflect management's current views and expectations with
respect to our business, strategies, products, future results and events, and
financial performance. All statements made in this filing other than statements
of historical fact, including statements addressing operating performance,
events, or developments which management expects or anticipates will or may
occur in the future, including statements related to distributor channels,
volume growth, revenues, profitability, new products, adequacy of funds from
operations, statements expressing general optimism about future operating
results, and non-historical information, are forward looking statements. In
particular, the words "believe," "expect," "intend," "anticipate," "estimate,"
"may," variations of such words, and similar expressions identify
forward-looking statements, but are not the exclusive means of identifying such
statements, and their absence does not mean that the statement is not
forward-looking. These forward-looking statements are subject to certain risks
and uncertainties, including those discussed below. Our actual results,
performance or achievements could differ materially from historical results as
well as those expressed in, anticipated, or implied by these forward-looking
statements. We do not undertake any obligation to revise these forward-looking
statements to reflect any future events or circumstances.
Readers
should not place undue reliance on these forward-looking statements, which are
based on management's current expectations and projections about future events,
are not guarantees of future performance, are subject to risks, uncertainties
and assumptions (including those described below), and apply only as of the date
of this filing. Our actual results, performance or achievements could differ
materially from the results expressed in, or implied by, these forward-looking
statements. Factors which could cause or contribute to such differences include,
but are not limited to, the risks discussed in our Annual Report on form 10-K
for the year ended September 30, 2010 and in any press releases and other
communications to shareholders that may be issued by us from time to time which
attempt to advise interested parties of the risks and factors which may affect
our business. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise.
Company
Overview and Plan of Operation
The
Company was incorporated on November 13, 2007. The Company, which is in the
development stage, has had no operations during the quarterly period ended
December 31, 2010, nor for the period November 13, 2007 (inception) to December
31, 2010 and has no operations as of the date of this filing.
Currently
our Company would be defined as a "shell" company, an entity which is generally
described as having no or nominal operations and no or nominal assets. 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. Our 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 our potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business. We may consider 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
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.
-10-
The
Company does not currently engage in any business activities that provide cash
flow. The costs of investigating and analyzing business combinations for the
next 12 months and beyond such time will be paid with money in our treasury,
and/or through borrowings from our stockholders, management or other
investors.
Liquidity and Capital
Resources
As of
December 31, 2010, we had no capital resources. We currently do not engage nor
intend to engage in any business activities that provide cash flow until we
enter into a successful business combination.
The
Company has no operations and is actively seeking merger, reverse merger,
acquisition or business combination opportunities with an operating business or
other financial transaction opportunities. Until a transaction is effectuated,
the Company does not expect to have significant operations. Until the Company
completes a merger, reverse merger or other financial transaction, the Company
expects to continue to incur a loss of between $1,500 and $5,000, per
quarter. The Company expects that these costs will be paid with money
in our treasury, and/or through borrowings from our stockholders, management or
other investors.
Management’s
Discussion and Analysis or Plan of Operations
General
and administrative expenses were $5,092 for the three months ended December 31,
2010 compared to $515 for the three month period October 1, 2009 to December 31,
2009, and were $52,500 for the period November 13, 2007 (inception) to December
31, 2010. General and administrative expenses consist primarily of professional
fees, organizational costs and interest expenses. We had a net loss of $5,092
for the first fiscal quarter compared to a net loss of $515 for the period
October 1, 2009 to December 31, 2009. The results for the
periods presented were not significantly affected by inflation.
Off-balance
Sheet Arrangements
As of
December 31, 2010, there were no off balance sheet arrangements.
Going
Concern
Our
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. We have had no
revenues and have generated no operations.
In order
to continue as a going concern and achieve a profitable level of operation, we
will need, among other things, additional capital resources and to develop a
consistent source of revenues. Management’s plans include seeking a merger with
an existing operating company.
Our
ability to continue as a going concern is dependent upon our ability to
successfully accomplish the plan described in the “Plan of Operations” above and
eventually attain profitable operations. The accompanying financial statements
in this report do not include any adjustments that might be necessary if we are
unable to continue as a going concern.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
A smaller
reporting company is not required to provide the information required by this
item.
ITEM
4. CONTROLS AND PROCEDURES
Our
Principal Executive Officer conducted an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (“Exchange Act”). Disclosure controls and procedures are those controls
and procedures designed to provide reasonable assurance that the information
required to be disclosed in our Exchange Act filings is (1) recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms, and (2) accumulated and communicated to
management as appropriate, to allow timely decisions regarding required
disclosure.
Our
Principal Executive Officer has evaluated the effectiveness of the design and
operation of our disclosure controls and procedures and concluded that, as of
December 31, 2010, our disclosure controls and procedures were not effective in
providing a reasonable level of assurance that the information required to be
disclosed in our Exchange Act filings is recorded, processed, summarized and
reported within the time periods specified in the Commission’s rules and forms.
The following material weakness in our disclosure controls and procedures as of
December 31, 2010 was identified:
|
·
|
As
a shell company with no operations or investments, we do not have any
full-time employees. Our single officer devoted time to our affairs on an
“as needed” basis. As a result, our ability to coordinate, review timely
and file financial reports may not have been
adequate.
|
-11-
A
material weakness is a control deficiency, or combination of control
deficiencies, that results in a reasonable possibility that a material
misstatement of the Company’s annual or interim financial statements would not
be prevented or detected on a timely basis by the Company’s internal
controls.
Remediation
of Material Weakness
A number
of actions are currently being undertaken to remediate the material weakness
noted above. We will immediately appoint an additional officer and director,
increasing the number of officers from one single individual who served as both
the single officer and director to two officers and two directors. We also
intend to establish a Disclosure Committee, chaired by our Principal Executive
Officer, comprised of individuals experienced in the disclosure obligations of
public companies that will be available on an as-needed basis and also meet
regularly and advise the Principal Executive Officer with respect to the
Company’s disclosure obligations.
Changes
in Internal Control over Financial Reporting
During
the quarter ended December 31, 2010 there has been no change in our
internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
PART
II - OTHER INFORMATION
ITEM
1 - LEGAL PROCEEDINGS
We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
ITEM
1A- RISK FACTORS
A smaller
reporting company is not required to provide the information required for
this item.
ITEM
2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM
3 - DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES
None
ITEM
5 - OTHER INFORMATION
(a) There
was no information we were required to disclose in a report on Form 8-K during
the first quarter of our fiscal year ending December 31, 2010, or subsequent
period through the date hereof, which was not so reported.
(b) Our
board of directors has not established an audit committee or a nominating
committee. In addition, we do not have any other compensation, executive or
similar committees. We will not, in all likelihood, establish an audit or a
nominating committee until such time as the Company is no longer a "shell"
company of which there can be no assurance. We recognize that an audit
committee, when established, will play a critical role in financial reporting
system by overseeing and monitoring management's and the independent auditors'
participation in the financial reporting process. At such time as we establish
an audit committee, its additional disclosures with our auditors and management
may promote investor confidence in the integrity of the financial reporting
process.
Until
such time as an audit committee has been established, the full board of
directors will undertake those tasks normally associated with an audit committee
to include, but not by way of limitation, the (i) review and discussion of the
audited financial statements with management, and (ii) discussions with the
independent auditors the matters required to be discussed by the Statement On
Auditing Standards No. 61 and No. 90, as may be modified or
supplemented.
We have
adopted a Code of ethics that applies to all of our executive officers,
directors and employees. Our Code of Ethics codifies the business and ethical
principles that govern all aspects of our business. This document will be made
available in print, free of charge, to any stockholder requesting a copy in
writing from the Company.
-12-
ITEM
6 - EXHIBITS
Exhibit
|
||
Number
|
Exhibit Title
|
|
3.1
|
Certificate
of Incorporation*
|
|
3.1(i)
|
Certificate
of Correction to Certificate of Incorporation*
|
|
3.2
|
Bylaws*
|
|
14.1
|
Code
of Ethics**
|
|
31.1
|
Certification
of Steven R. Fox, as principal executive officer, pursuant to Rule
13a-14(a)/15d-14(a)
|
|
31.2
|
Certification
of Steven R. Fox, as principal financial officer, pursuant to Rule
13a-14(a)/15d-14(a)
|
|
32
|
|
Certification
of Steven R. Fox, Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes Oxley Act of
2002
|
*
Incorporated by reference from the Company's registration statement on Form
10-SB filed on December 12, 2007
**
Incorporated by reference from the Company's Quarterly Report on Form 10-Q filed
on May 7, 2009
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.
STALAR 2,
INC.
|
||
Date: February
14, 2011
|
By /s/ Steven R.
Fox
|
|
Steven
R. Fox, President and
Director
|
-13-