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EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER. - Starflick.comexh31-1.htm
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EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER. - Starflick.comex32-1.htm





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012
 
 
 
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) 708-2523
(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
[   ]
 
Smaller Reporting Company
[X]
 
(Do not check if 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 [   ]     NO [X]

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of November 6, 2012, there were 5,495,500 shares of the registrant’s $0.00001 par value common stock issued and outstanding.







TABLE OF CONTENTS

 
Page
 
 
 
  
 
FINANCIAL STATEMENTS.
3
 
   
 
Balance Sheets as of September 30, 2012 and March 31, 2012 (Unaudited)
3
 
   
 
Statements of Expenses for the three and six months ended September 30, 2012 and
2011, and from March 24, 2011 (inception) through September 30, 2012 (Unaudited)
4
 
   
 
Statements of Cash Flows for the three and six months ended September 30, 2012
and 2011, and from March 24, 2011 (inception) through September 30, 2012
(Unaudited)
5
 
   
 
Notes to the Unaudited Financial Statements
6
 
   
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.
7
 
   
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
13
 
   
CONTROLS AND PROCEDURES.
13
  
 
 
  
 
RISK FACTORS.
13
 
   
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
13
 
   
EXHIBITS.
14
 
   
15
 
 
16






 
-2-


PART I - FINANCIAL INFORMATION

ITEM 1.          FINANCIAL STATEMENTS.

STARFLICK.COM INCORPORATED
(A Development Stage Company)
Balance Sheet
(Unaudited)
 
 
   
September 30,
 
March 31,
   
2012
 
2012
 
       
ASSETS
       
 
       
Current Assets
       
 
Cash and cash equivalents
$
10,019
$
411
 
         
    Total assets
$
10,019
$
411
 
       
 
       
LIABILITIES AND SHAREHOLDERS' DEFICIT
       
 
       
Current liabilities
       
 
Accounts payable and accrued liabilities
$
950
$
11,416
 
Due to related parties
 
23,142
 
40,384
 
  Total liabilities  
24,092
 
51,800
 
         
Stockholders’ Deficit
       
 
Share capital
       
 
Authorized:
       
 
100,000,000 preferred shares, par value $0.00001, zero outstanding, respectively
 
-
 
-
 
100,000,000 common shares, par value $0.00001
       
 
5,495,500 and 5,000,000 common shares as of September 30, 2012 and
March 31, 2012, respectively
 
55
 
50
 
Additional paid-in capital
 
49,545
 
-
 
Deficit accumulated during the development stage
 
(63,673)
 
(51,439)
 
  Total stockholders' deficit  
(14,073)
 
(51,389)
 
         
 
Total liabilities and stockholders’ deficit
$
10,019
$
411


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






 
-3-



STARFLICK.COM INCORPORATED
(A Development Stage Company)
Statement of Expenses
(Unaudited)
 
 
                   
Inception
   
Three Months
 
Three Months
 
Six Months
 
Six Months
 
(March 24,
   
Ended
 
Ended
 
Ended
 
Ended
 
2011) to
   
September 30,
 
September 30,
 
September 30
 
September 30
 
September 30,
   
2012
 
2011
 
2012
 
2011
 
2012
 
                   
Expenses
                   
 
Accounting and legal
$
1,888
$
200
$
12,175
$
3,275
$
41,800
 
Impairment
 
-
 
-
 
-
 
-
 
20,434
 
General and administrative
 
-
 
-
 
59
 
-
 
1,439
 
                     
Net loss
$
(1,888)
$
(200)
$
(12,234)
$
(3,275)
$
(63,673)
 
                   
Basic and diluted loss per share
$
(0.00)
$
(0.00)
$
(0.00)
$
(0.00)
   
 
                   
Weighted average number of
common shares outstanding
                   
 
Basic and diluted
 
5,406,489
 
5,000,000
 
5,311,525
 
5,000,000
   


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




















 
-4-



STARFLICK.COM INCORPORATED
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
 
 
           
Inception
   
Six Months
 
Six Months
 
(March 24,
   
Ended
 
Ended
 
2011) to
   
September 30,
 
September 30,
 
September 30,
   
2012
 
2011
 
2012
 
           
Cash flows from operating activities
           
 
             
 
Net loss
$
(12,234)
$
(3,275)
$
(63,673)
 
Impairment
 
-
 
-
 
20,434
 
Adjustments to reconcile net loss to net cash used in
operating activities:
           
 
Accounts payable and accrued liabilities
 
(10,466)
 
(350)
 
950
Cash used in operating activities
 
(22,700)
 
(3,625)
 
(42,289)
 
           
Cash flows from investing activities
           
 
Website development
 
-
 
-
 
(20,434)
Cash used in investing activities
 
-
 
-
 
(20,434)
 
           
Cash flows from financial activities
           
 
Proceeds from issuance of common stock
 
49,550
 
-
 
49,600
 
Due to related parties
 
(17,242)
 
4,100
 
23,142
Cash provided by financing activities
 
32,308
 
4,100
 
72,742
 
           
Increase (Decrease) in cash and cash equivalents
 
9,608
 
475
 
10,019
 
           
Cash and cash equivalents, beginning of period
 
411
 
50
 
-
 
           
Cash and cash equivalents, end of period
$
10,019
$
525
$
10,019
 
           
Supplemental disclosure of cash flow information:
           
Interest paid
$
-
$
-
$
-


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






 
-5-


STARFLICK.COM INCORPORATED
(A Development Stage Company)
Notes to the Financial Statements
(Unaudited)


1.             INCORPORATION AND GOING CONCERN

Starflick.Com Incorporated (“we”, “our”, or the “Company”) was formed on March 24, 2011 in Nevada.  We have not commenced our planned principal operations as an independent motion picture producer.  We are considered as a development stage company as defined in ASC 915 “Accounting and Reporting for Development Stage Enterprises”.

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.  We have incurred operating losses and require additional funds to maintain our operations.  Management’s plans in this regard are to raise equity financing as required.

These conditions raise substantial doubt about our ability to continue as a going concern.  These financial statements do not include any adjustments that might result from this uncertainty.

We have not generated any operating revenues to date.  


2.             BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.


3.             DUE TO DIRECTOR

During the period from March 24, 2011 (inception) to March 31, 2011, the Company incurred $15,000 of legal expense and $20,434 in website development costs paid by the sole director of the company. The $20,434 in initial capitalized website costs consisted of cash paid by the sole director and principal shareholder on behalf of the Company to two different third-party vendors.

During the six months ended September 30, 2012, the Company received loans amounting to $8,663 from the sole director of the company.  The Company paid back loans amounting to $25,905 to the same director of the company.

As at September 30, 2012, $23,142 was due to director.  The amount due to the director is unsecured, non-interest bearing and due on demand.


4.             COMMON STOCK

During the six months ended September 30, 2012, the company sold 495,500 shares for total proceeds of $49,550 at $0.10 per share.



 
-6-


ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are a start-up stage corporation and have not started operations or generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion.  This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated any revenues and no revenues are anticipated until we complete the development of our website and produce and market a film.  Accordingly, we must raise cash from sources other than operations.  Our only other source for cash at this time is investments by others in our company.  We must raise cash to implement our project and begin our operations.  Even if we raise the minimum or maximum amount of money in our public offering, we do not know how long the money will last, however, we do believe it will last twelve months.

To meet our need for cash we are attempting to raise money from our public offering.  We believe that we will be able to raise enough money through our public offering to maintain operations for twelve months, but we cannot guarantee that once we begin operations we will stay in business after twelve months.  At the present time, we have not made any arrangements to raise additional cash, other than through our public offering.  If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.  Whether we raise the minimum or maximum amount of money from our public offering, we believe it will last a year.  There is no guarantee, however that the funds raised in our public offering, whether the minimum or maximum amount, will last a year.

If we raise less than the maximum amount and we need more money, we will have to revert to obtaining additional money as described herein.  Other than as described herein, we have no other financing plans.

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; and, prepared this registration statement.  We cannot tell you when we will begin operations actual film production activities because actual film production activities are conditioned upon raising at least the minimum amount of our public offering.  Upon raising at least the minimum amount of our public offering, we will diligently proceed to implement our plan of operation.  We will not take any steps to acquire one or more options to acquire film rights or to acquire a screenplay until we have completed our public offering and raised at least the minimum offering proceeds.

We plan to produce one film from the proceeds of our public offering.  If we are able after completing the production of our first film, we plan to produce more films.  The terms and conditions for subsequent films have not been considered at this time, but will only be considered on examination of the results of our first film.  There is no assurance we will ever produce a subsequent film.   The budget for our first film will be between $70,000 and $170,000, depending upon how much money we raise in this public offering.  There is no guarantee that we will be able to produce our first film, even if we raise the minimum amount of our public offering.  It will be based on the first screenplay we purchase.  Each amount was determined exclusively by Zoltan Nagy, our president, based upon his personal experiences in the production of films.  Mr. Nagy’s experience is limited and accordingly, the estimates may not be accurate.


 
-7-


Since our inception we have taken the following material steps in order to begin our operations:

1.       
Incorporated Starflick.com
2.       
Issued stock to Zoltan Nagy, our sole officer and director.
3.       
Developed our business plan.
4.       
Began development of our website.
5.       
Reviewed films and film scripts.
6.       
Prepared our registration statement and filed it with the SEC.

While we have reviewed films and film scripts, we will not commit to acquiring any options, screenplays, or film rights until we have the money to do so.  In addition, any options or screenplays we review now, will probably have been sold and will not be available for acquisition when our public offering has been completed.

Upon completing our public offering, we intend to develop more films having budgets of $70,000.  Our first film will have a budget of $70,000 to $170,000, depending upon how much money we raise in this public offering.  There is no guarantee that we will be able to produce our first film, even if we raise the minimum amount of our public offering.  We will use the proceeds of our public offering to produce our first film.  The production costs include the following items which are set forth in the Use of Proceeds section of this prospectus:  option to acquire film rights, commission screenplays, pre-production costs, digital camera, marketing, office lease, website and working capital.

The following is a breakdown of our proposed use of proceeds:

The table below sets forth the use of proceeds, if $100,000 or $200,000 of the offering is sold.

   
$100,000
 
$200,000
Gross proceeds
$
100,000
$
200,000
Offering expenses
$
30,000
$
30,000
Net proceeds
$
70,000
$
170,000

The net proceeds will be used as follows:

Options to Acquire Screenplays and Film Rights
$
5,000
$
10,000
Screenplay and Film Rights
$
5,000
$
10,000
Pre-production costs
$
7,000
$
10,000
Production
$
7,000
$
19,434
Post-production costs
$
6,000
$
25,000
Digital camera
$
10,000
$
10,000
Marketing
$
10,000
$
40,000
Website
$
10,000
$
22,566
Working Capital
$
10,000
$
23,000

Total offering expenses to be paid from the proceeds of the offering are $25,000 for legal fees; $200 for printing our prospectus; $4,076.78 for accounting/administrative fees; $500 for state securities registration fees; $200 for our transfer agent; and $23.22 for our SEC filing fee.  The foregoing are approximations.  If Zoltan Nagy, our sole officer and director, advances any of the offering expenses, he will be reimbursed from the amount designated as “offering expenses”.  In no event will the amounts reimbursed to Mr. Nagy from the offering expenses exceed $30,000.  In the event that Mr. Nagy advances more than $30,000 for offering expenses, the amount exceeding the $30,000 will be reduced to a promissory note and repaid to Mr. Nagy from revenues generated by us.  Currently, Mr. Nagy has advanced the sum of $40,384, $19,050 of which was for offering expenses, $4,060 for accounting, and $20,434 for the development of our website, $14,990 of the $40,384, therefore, reimbursable from “offering expenses”.  We will not use the proceeds of our public offering to repay the portion of the $40,384 that Mr. Nagy advanced to us that was not used for expenses related to the offering.


 
-8-


Options to Acquire Film Rights, refers to the cost of purchasing the exclusive rights for a negotiated period of time to acquire screenplays that can be produced into a commercially salable motion pictures.  During the term of an option, the owner of the screenplay cannot sell it to any other party.  Upon expiration of an option, we will forfeit the right to purchase the screenplay at the negotiated price.   We have allocated between $5,000 and $10,000 for the acquisition of options to acquire screenplays and film rights and between $5,000 and $10,000 to acquire screenplays and film rights.  Included in the cost of acquiring screenplays and film rights is the cost of exercising the option to acquire the screenplay and film rights.  We may acquire one or more options, but only one screenplay and the film rights thereto.  An option secures the right to acquire the screenplay for a specific period of time and is embodied in a written agreement which contains definitive provisions and conditions relating to the purchase of the screenplay.  We will not pay an option price which exceeds the foregoing amount or pay for a screen play that exceeds the foregoing amount.  We hereby commit to optioning and selecting a screenplay and film rights thereto within six (6) months of completing our public offering.

Pre-production Costs for motion pictures include legal fees, screenplay revisions and consulting fees resulting from the creation of business plans, budgets and shooting schedules.  We estimate those costs to between $7,000 and $10,000 and will take approximately three months.

In production, the video production/film is created and shot. We have allocated between $7,000 and $19,434 for production. Filming will take approximately 30 days.

In post-production, the video/film is assembled, edited and distributed.  The film is then released to cinemas or, to consumer media (DVD, VCD, VHS, Blu-ray) or direct download from a provider. We have allocated between $6,000 and $25,000 for post-production activities.  Post production will take approximately six months.

Marketing Expenses include website development and maintenance costs, film representation, travel and entertainment expenses.  We anticipate the total cost of the website to be $43,000.  Of the total cost of the website, we intend to use between $10,000 and $22,566 from the proceeds of our public offering for the completion of the development of the website. In the event that we do not raise sufficient capital for the website as planned, we will modify the website to remain within the budgeted amount for the cost of development.

Currently, we conduct our operations from the home of our sole officer and director on a rent free basis.  If we raise the maximum amount in our public offering we will rent office space and move our operations out of our sole officer’s and director’s home.

We estimate that the total process of producing our first film will take two years at a cost of $70,000 to $170,000 and will be based upon the amount of money raised in this public offering, all of which will be paid from the proceeds of our public offering.  To date, we have not secured any options to acquire screenplays or entered into any agreements regarding any other development projects.

Our website, located on the Internet at www.starflick.com is being developed.  We believe that our website will be fully operational within 100 days of completing our public offering.  We have no plans to use the website to solicit short films that we will then develop into screenplays and then into feature length films.

We expect the final development cost of our website to be $43,000. This includes $20,434 already spent on website development.  Between $10,000 and $22,566 will be paid from the proceeds of our public offering for the development of the website. In the event that we do not raise sufficient capital for the website as planned, we will modify the website to remain within the budgeted amount for the cost of development.

We intend to promote our business on our website, however, we have no plans to use the website to solicit short films that we will then develop into screenplays and then into feature length films.




 
-9-


We have set the upper threshold between $5,000 and $10,000 for the acquisition of options to acquire screenplays and film rights and between $5,000 and $10,000 to acquire screenplays and film rights.  This amount was based on Mr. Nagy’s experience and assessment of our requirements.  However, Mr. Nagy has no experience with identifying viable screenplays and lacks experience developing screenplays.

The number of screenplays to which we will be able to secure production rights during the development stage will depend upon the success of our public offering.  We plan to produce one film.  We will produce the film based upon the acquisition of one screenplay and the film rights thereto.  We have allocated between $5,000 and $10,000 for the acquisition of options to acquire screenplays and film rights and between $5,000 and $10,000 to acquire screenplays and film rights.  Included in the cost of acquiring screenplays and film rights is the cost of exercising the option to acquire the screenplay and film rights.  We may acquire one or more options, but only one screenplay and the film rights thereto.  We have no plans to use the website to solicit short films that we will then develop into screenplays and then into feature length films.

We intend to purchase our digital camera immediately upon the conclusion of our public offering, provided we raise the minimum amount of our public offering.  The cost of acquiring a digital camera is $10,000.00.

We intend to be very selective when choosing existing screenplays to develop.  They must appeal to a mass audience with a rating of PG, PG-13 or R, and should be within the genres of suspense, drama or comedy.  Mr. Nagy will determine, on our behalf, if a screenplay will appeal to a mass audience.  His determination will be based on his life experiences, his previous limited experience in the movie industry, and his personal tastes.  No screenplay that we select or develop will require more than three main characters, five minor characters, fifteen bit characters.  Scripts cannot require more than 150 extras throughout the entire production, or more than 80 extras in any single scene.  Stories should take place between 35-42 different locations, but production must be limited to no more than 10-20 physical locations.  Scenes must be limited to 16-21 interior and 14-18 exterior, with approximately 80% synchronous sound.  Synchronous sounds are those sounds which are synchronized or matched with what is viewed. For example:  If the film portrays a character playing the piano, the sounds of the piano are projected. We will not consider any scripts that require more than two special effects scenes, location scenes involving experienced actors, staff or crew travel or per diems, futuristic or period sets, props or wardrobe.  Mr. Nagy will make decisions relating to existing screenplays by consulting with other individuals in the film industry who have experience is such matters.  As of the date of this prospectus, Mr. Nagy has not selected any individuals to consult with in the future.  We do not anticipate any costs for consulting with the aforementioned individuals.

We will produce a feature film with the proceeds of our public offering.  Also, we will apply for funding through the federal and state governments, and for production services tax credits.  We will attempt to obtain favorable pre-release sales or pre-licensing commitments from independent distributors, foreign distributors, cable networks, and video distributors.  We will request that providers of goods and services accept deferred payment arrangements. We also may assign a portion of our film rights to a joint venture or a co-producer.  In addition, we may consider the formation of a limited liability company or partnership for which we will act as managing member or general partner and privately offer membership or partnership interests to film venture capitalists.  We do not have any present plans, proposals, arrangements or understandings with any parties that will provide production financing.  If we are unable to obtain production financing for any film, then we may be compelled to abandon production of the film.

We will select one of our developed screenplays for pre-production. We will do that within six months of completing this public offering.  We do not know when our public offering will be completed.  We may not sell any shares of common stock.  In order to begin selling stock, our registration statement has to be declared effective by the SEC.  Then we must sell our shares of common stock.  That could take up to 270 days.  After that occurs, we will purchase an option to acquire a screenplay followed by the acquisition of the screen play and film rights thereto.  We cannot enter into any binding contracts to acquire an option, screen play or film rights until we complete our public offering.  We can’t enter into agreements to acquire options, screenplays or film rights because we don’t have any money to develop the screenplay.  If we purchase an option or the rights to a screenplay now and can’t pay for the screenplay in the next six months, we will have wasted the money purchasing the option or rights.  We currently do not have any developed screenplays.  Our choice of screenplay for pre-production will be

 
-10-


dependent upon various factors including cost, location, marketability and producer availability.  We will also attempt to obtain the commitment of a recognizable actor or director, secure the services of a co-producer, finalize the screenplay, and prepare a budget, preliminary shooting schedule and production board.  A traditional production board or production strip board is a filmmaking term for a cardboard or wooden chart holding color-coded strips of paper; each containing information about a scene in the script. The strips can then be rearranged and laid out sequentially to represent the order one wants to film in (most films are shot “out of sequence,” meaning that filming does not begin with scene 1 and end with the last scene). This produces a schedule that the producers can use to plan the production.  The commitment of a recognizable actor or director is often useful to secure production financing.  There can be no assurance that we will be able to secure a recognizable actor or director for our films.

Our pre-production costs have been estimated between $7,000 if the minimum number of shares is sold and $10,000 if the maximum number of shares are sold.  We have allocated an additional $3,000 for pre-production costs if the maximum number of shares is sold giving us some flexibility in connection with legal fees, screenplay revisions and consulting fees.  We believe that generally, low budget actors, directors, and cast usually will work for free with the idea that if the film is successful, they will use it as a reference for paying roles in future films.  We are aware that the cost of producing and distributing filmed entertainment has increased substantially in recent years. This is due, among other things, to the increasing demands of creative actors, directors, screenwriters, and film crews as well as industry-wide collective bargaining agreements.  If our budget allows for it, they may receive between $200 and $500 per day for non-union persons or they can sign a waiver of the union fees.  Fees generated from the sale of the film or from film receipts can also be paid to a participant.

If we are successful in raising $70,000 we will be able to produce one motion picture.  However, there is no guarantee that we will be able to produce our first film, even if we raise the minimum amount of our public offering.  It is our belief that the pre-production, production, and post-production cost can run as little as $20,000 with most of the participants working for the experience and intending to use the results of the film as a stepping stone to paying positions.  Pre-production costs for motion pictures include legal fees, screenplay revisions and consulting fees resulting from the creation of business plans, budgets and shooting schedules.  In production, the video production/film is created and shot. In post-production, the video/film is assembled, edited and distributed.  The cost of applying for grants is approximately $500.  We anticipate that it will take a further three months to complete pre-production of the motion picture once we have obtained our financing.

Having completed the pre-production of a motion picture, we will commence production.  The duration of principal photography is established by the shooting schedule during pre-production, with allowances for delays caused by such things as inclement weather, illness, injury, location unavailability.  Principal photography is the phase of film production in which the movie is filmed, with actors on set and cameras rolling, as distinct from pre-production and post-production.  We intend to limit principal photography of any of our motion pictures to a total of three months.  We estimate that it will that post-production will take six months to complete.  This includes editing, sound, mixing and the final print.

In post production, the video/film is assembled, edited and distributed.  The film is then released to cinemas or, to consumer media (DVD, VCD, VHS, Blu-ray) or direct download from a provider. We have allocated between $6,000 and $25,000 for post-production activities.  We have allocated additional funds in post production if the maximum is raised for promoting the film overseas.  Post-production will take approximately six months. Our initial film will cost between $70,000 and $170,000 to produce. However, there is no guarantee that we will be able to produce our first film, even if we raise the minimum amount of our public offering.

We will not earn revenue from the production of a motion picture unless we sell or license our film to a distributor.  If we sell or license the right to distribute a film, we are paid a commission on the sale of each film by the purchaser or licensee.  As such, effective agreements will be critical to our economic success. We have not as yet negotiated agreements for the distribution of our films.  We will attempt to pre-sell to film vendors, the right to sell our films during the pre-production stage in order to obtain additional financing for our motion pictures.  If we are unsuccessful in pre-selling distribution rights, we will be required to obtain a distribution deal after post-production.  We intend to market our films through personal contacts of our officer, and through a film representation company.  We expect that the cost of retaining a film representation company will be $2,500 per film.  If we are unable to pre-sell the right to distribute our films or if we are unable to retain a film representative to sell the rights to distribute films, we will not distribute the film in the particular country.


 
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We intend to release our films in the United States, Canada, and other countries, through existing distribution companies, primarily independent distributors. We will retain the right for ourselves to market the films on a territory-by-territory basis throughout the rest of the world and to market television and other uses separately. In many instances, depending upon the nature of distribution terms available, it may be advantageous or necessary for us to license all, or substantially all, distribution rights through one major distributor.  It is not possible to predict, with certainty, the nature of the distribution arrangements, if any, which we may secure for our motion pictures.  The extent that we engage in foreign distribution of our films, we will be subject to all of the additional risks of doing business abroad including, but not limited to, government censorship, currency fluctuations, exchange controls, greater risk of “piracy” copying, and licensing or qualification fees.

Our Internet sites will offer our motion pictures for sale to the Internet consumer on DVD.  We believe that by selling the DVDs of our films on the Internet, we can circumnavigate the traditional methods of film distribution: theatrical release, video rental, and television.  We believe that with a proper marketing campaign, our Internet sites can develop into an effective means to distribute our motion pictures.

We will not be conducting any research.  We are not going to buy or sell any plant or significant equipment during the next twelve months other than our digital camera.

If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations.  If we cease operations, we do not know what we will do and we do not have any plans to do anything.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance.  We are in a start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

To become profitable and competitive, we have to produce and sell our films.  We are seeking equity financing to provide for the capital required to implement our operations.

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, develop or expand our operations.  Equity financing could result in additional dilution to existing shareholders.

Results of operations

From Inception on March 24, 2011 to September 30, 2012

During the period we incorporated the company, hired the attorney and hired the auditor for the preparation of this registration statement. We have prepared an internal business plan.  We have reserved the domain name “www.starflick.com.”  Our net loss since inception is $63,673.  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; and, prepared this registration statement.

We cannot tell you when we will begin operations actual film production activities because actual film production activities are conditioned upon raising at least the minimum amount of our public offering.  We expect to begin actual film production activities 100 days after we complete 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 September 30, 2012, we sold 495,500 shares for total proceeds of $49,550.


 
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Liquidity and capital resources

As of the date of this prospectus, 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 have sold 495,000 shares pursuant to our registration statement.  The shares of common stock sold in our public offering are held by us pending receipt of the minimum amount of the offering.

As of September 30, 2012, our total assets were $10,019 and our total liabilities were $24,092 including of $23,142 owing to Zoltan Nagy, our sole officer and director for advances made by him on our behalf.  As of September 30, 2012, we had cash of $10,016.


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 effective. There were no changes in our internal control over financial reporting during the quarter ended September 30, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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 2.          UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Status of Our Public Offering

On March 29, 2012, our Form S-1 registration statement (SEC file no. 333-174833) was declared effective by the SEC. Pursuant to the S-1, we offered 1,000,000 shares minimum, 2,000,000 shares maximum at an offering price of $0.10 per share in a direct public offering, without any involvement of underwriters or broker-dealers.  As of the date hereof, we have sold approximately 495,500 shares of common stock and raised $49,550.



 
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ITEM 6.          EXHIBITS.

   
Incorporated by reference
 
Exhibit
Document Description
Form
Date
Number
Filed
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.
     
X
 
         
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
 
         
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
 
         
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
 
         
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
 
         
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X



 
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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 9th day of November, 2012.

 
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


























 
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EXHIBIT INDEX

   
Incorporated by reference
 
Exhibit
Document Description
Form
Date
Number
Filed
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.
     
X
 
         
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
 
         
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
 
         
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
 
         
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
 
         
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X








 
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