NOVA STAR INNOVATIONS INC - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - NOVA STAR INNOVATIONS INC	Financial_Report.xls
EX-31.1 - CERTIFICATION - NOVA STAR INNOVATIONS INC	nova_ex311.htm
EX-32.1 - CERTIFICATION - NOVA STAR INNOVATIONS INC	nova_ex321.htm
EX-31.2 - CERTIFICATION - NOVA STAR INNOVATIONS INC	nova_ex312.htm

UNITED STATES

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 September 30, 2013

o	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: 000-33399

NOVA STAR INNOVATIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada		90-0369457
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

#281, 369 East 900 South, Salt Lake City, Utah		84111
(Address of principal executive offices)		(Zip Code)

(801) 323-2395

(Registrant’s telephone number, including area code)

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 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 o

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 x No o The registrant does not have a Web site.

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.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

The number of shares outstanding of the registrant’s common stock as of November 4, 2013 was 18,000,000.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Balance Sheets	4
	Condensed Statements of Operations	5
	Condensed Statements of Cash Flows	6
	Notes to the Unaudited Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	10
Item 4.	Controls and Procedures	10

PART II – OTHER INFORMATION

Item 6.	Exhibits	11
Signatures		12

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NOVA STAR INNOVATIONS, INC.

(A Development Stage Company)

Financial Statements

September 30, 2013

(Unaudited)

Nova Star Innovations, Inc.

(A Development Stage Company)

Condensed Balance Sheets


	SEPT 30, 2013			DEC 31, 2012
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	5,022		$	34
Total current assets		5,022			34

TOTAL ASSETS	$	5,022		$	34

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable – related party	$	35,250		$	20,550
Accounts payable		0			1,429
Loans		99,550			86,550
Accrued interest		15,243			9,633
Total current liabilities		150,043			118,162
Total liabilities		150,043			118,162
STOCKHOLDERS' EQUITY
Common stock, $.001 par value; 20,000,000 shares authorized; 18,000,000 shares issued and outstanding		18,000			18,000
Additional paid-in capital		9,000			9,000
Deficit accumulated during the development stage		(172,021	)		(145,128	)
Total stockholders' equity		(145,021	)		(118,128	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,022		$	34

The accompanying notes are an integral part of these financial statements

Nova Star Innovations, Inc

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)

	FOR THE THREE MONTHS ENDED SEPT 30, 2013			FOR THE THREE MONTHS ENDED SEPT 30, 2012			FOR THE NINE MONTHS ENDED SEPT 30, 2013			FOR THE NINE MONTHS ENDED SEPT 30, 2012			FROM INCEPTION ON APR 25, 1986 TO SEPT 30, 2013

Revenues	$	0		$	0		$	0		$	0		$	0

Expenses
General and administrative		6,111			5,828			21,283			21,134			156,777
Total expenses		6,111			5,828			21,283			21,134			156,777

Net operating loss before other expense		(6,111	)		(5,828	)		(21,283	)		(21,134	)		(156,777	)

Other income (expense), non-operating
Interest expense		(1,981	)		(1,325	)		(5,610	)		(3,968	)		(15,244	)
Total other income (expense)		(1,981	)		(1,325	)		(5,610	)		(3,968	)		(15,244	)

Loss from operations before income taxes		(8,092	)		(7,153	)		(26,893	)		(25,102	)		(172,021	)

Income taxes		0			0			0			0			0

Net loss	$	(8,092	)	$	(7,153	)	$	(26,893	)	$	(25,102	)	$	(172,021	)

Basic and diluted net loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average shares outstanding		18,000,000			18,000,000			18,000,000			18,000,000

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

Nova Star Innovations, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

	FOR THE NINE MONTHS ENDED SEPT 30, 2013			FOR THE NINE MONTHS ENDED SEPT 30, 2012			FROM INCEPTION ON APR 25, 1986 TO SEPT 30, 2013

Cash Flows from Operating Activities
Net loss	$	(26,893	)	$	(25,102	)	$	(172,021	)
Adjustments to reconcile net loss to cash provided (used) by operating activities:
Shares issued for services		0			0			10,000
Depreciation and amortization		0			0			17,000
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses		13,271			12,005			55,550
Increase in accrued interest		5,610			3,968			15,243
Net cash provided (used) by operating activities		(8,012	)		(9,129	)		(74,228	)

Cash Flows from Investing Activities
Net cash provided (used) by investing activities		0			0			0

Cash Flows from Financing Activities
Proceeds from cash advances and notes payable		13,000			10,000			79,250
Net cash provided by financing activities		13,000			10,000			79,250

Increase (decrease) in cash		4,988			871			5,022

Cash and cash equivalents at beginning of period		34			283			0

Cash and cash equivalents at end of period	$	5,022		$	1,154		$	5,022

Supplemental Cash Flow Information:
Cash paid for interest	$	0		$	0		$	0
Cash paid for Income taxes	$	0		$	0		$	0

Non-Cash Investing and Financing Activities
Stock issued for marketing rights	$	0		$	0		$	17,000
Converted accounts payable and advances into loans	$	0		$	0		$	56,250

The accompanying notes are an integral part of these financial statements

Nova Star Innovations, Inc.

(A Development Stage Company)

Notes to the Unaudited Condensed Financial Statements

September 30, 2013

NOTE 1 – Condensed Financial Statements

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the period ended September 30, 2013 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2012 audited financial statements as reported in its Form 10-K. The results of operations for the period ended September 30, 2013 are not necessarily indicative of the operating results for the full year ended December 31, 2013.

NOTE 2 – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has limited assets, has incurred losses since inception, has negative cash flows from operations, and has no revenue-generating activities. Its activities have been limited for the past several years and it is dependent upon financing to continue operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management’s plan to acquire or merge with other operating companies.

NOTE 3 – Subsequent Events

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no such events that would have a material impact on the financial statements.

In this report references to “Nova Star,” “the Company,” “we,” “us,” and “our” refer to Nova Star Innovations, Inc.

FORWARD LOOKING STATEMENTS

The U. S. Securities and Exchange Commission (“SEC”) encourages reporting companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “expect,” “believe,” “intend,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

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

Executive Overview

We are a development stage company and we are dependent upon financing to continue basic operations. Management intends to rely upon advances or loans from management, significant stockholders or third parties to meet our cash requirements, but we have not entered into written agreements guaranteeing funds and, therefore, no one is obligated to provide funds to us in the future. These factors raise doubt as to our ability to continue as a going concern. Our plan is to combine with an operating company to generate revenue.

As of the date of this report, our management has not had any discussions with any representative of any other entity regarding a business combination with us. 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. Any business combination or transaction may likely result in a significant issuance of shares and substantial dilution to present stockholders of the Company.

We anticipate that the selection of a business opportunity will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, 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 securities. 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.

Management anticipates that the struggling global economy will restrict the number of business opportunities available to us and will restrict the cash available for such transactions. There can be no assurance in the current economy that we will be able to acquire an interest in an operating company.

If we obtain a business opportunity, then it may be necessary to raise additional capital. We anticipate that we will sell our common stock to raise this additional capital. We expect that we would issue such stock pursuant to exemptions to the registration requirements provided by federal and state securities laws. The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions to the registration requirements of the Securities Act of 1933. We do not currently intend to make a public offering of our stock. We also note that if we issue more shares of our common stock, then our stockholders may experience dilution in the value per share of their common stock.

Liquidity and Capital Resources

We have not recorded revenues from operations since inception. We have not established an ongoing source of revenue sufficient to cover our operating costs and we have relied primarily upon related parties to pay for our operating expenses. At September 30, 2013 our cash increased to $5,022 from $34 at December 31, 2012 primarily due to proceeds from loans. Our total liabilities increased from $118,162 at December 31, 2012 to $150,043 at September 30, 2013. This increase primarily represents accounts payable of $14,700 for professional services performed by or paid for by a stockholder, along with loans of $13,000 and accrued interest of $5,610 incurred during the 2013 nine month period.

We intend to obtain capital from management, significant stockholders and/or third parties to cover minimal operations; however, there is no assurance that additional funding will be available. Our ability to continue as a going concern during the long term is dependent upon our ability to find a suitable business opportunity and acquire or enter into a merger with such company. The type of business opportunity with which we acquire or merge will affect our profitability for the long term.

During the next 12 months we anticipate incurring additional costs related to the filing of Exchange Act reports. We believe we will be able to meet these costs through funds provided by management, significant stockholders and/or third parties. We may also rely on the issuance of our common stock in lieu of cash to convert debt or pay for expenses.

Results of Operations

We did not record revenues in either 2012 or 2013. General and administrative expense increased from $21,134 for the nine month period ended September 30, 2012 (“2012 nine month period”) to $21,283 for the nine month period ended September 30, 2013 (“2013 nine month period”). General and administrative expense increased from $5,828 for the quarterly period ended September 30, 2012 (“2012 third quarter”) to $6,111 for the quarterly period ended September 30, 2013 (“2013 third quarter”).

Total other expense increased from $3,968 for the 2012 nine month period to $5,610 for the 2013 nine month period and increased from $1,325 for the 2012 third quarter to $1,981 for the 2013 third quarter. These increases were due to interest on loans in the 2013 nine month period.

Accordingly, our net loss increased from $25,102 for the 2012 nine month period to $26,893 for the 2013 nine month period and increased from $7,153 for the 2012 third quarter to $8,092 for the 2013 third quarter primarily due to interest on loans. Management expects net losses to continue until we acquire or merge with a business opportunity.

Commitments and Obligations

At September 30, 2013 we recorded loans totaling $99,550 representing services received, as well as cash advances received from related and third parties. All of the loans are non-collateralized, carry interest at 8% and are due on demand.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Critical Accounting Policies

We qualify as an “emerging growth company” under the recently enacted Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, among other things, we will not be required to:

•	Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

•	Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency”

•	Obtain shareholder approval of any golden parachute payments not previously approved; and

•	Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executives compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow our management to make timely decisions regarding required disclosure. Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and he determined that our disclosure controls and procedures were ineffective due to a control deficiency. During the period we did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information. Due to the size and operations of the Company we are unable to remediate this deficiency until we acquire or merge with another company.

Changes to Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an evaluation of our internal control over financial reporting and determined that there were no changes made in our internal control over financial reporting during the quarter ended September 30, 2013 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 6. EXHIBITS

Part I Exhibits

No.		Description

31.1		Principal Executive Officer Certification

31.2		Principal Financial Officer Certification

32.1		Section 1350 Certification

Part II Exhibits

No.		Description

3(i)		Articles of Incorporation, as amended (Incorporated by reference to exhibit 3.1 of Form 10-SB, filed December 10, 2001)

3(ii)		Bylaws of Nova Star Innovations, Inc. (Incorporated by reference to exhibit 3.2 of Form 10-SB, filed December 10, 2001)

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema Document

101.CAL**		XBRL Taxonomy Calculation Linkbase Document

101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**		XBRL Taxonomy Label Linkbase Document

101.PRE**		XBRL Taxonomy Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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.

	NOVA STAR INNOVATIONS, INC.

Date: November 11, 2013	By:	/s/ Mark S. Clayton
		Mark S. Clayton
		President and Director
		Principal Financial Officer

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