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EX-32.1 - EXHIBIT 32.1 - Xalles Holdings Inc.exhibit321.htm
EX-31.1 - EXHIBIT 31.1 - Xalles Holdings Inc.exhibit311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

þ   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2015

 

o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

 

For the transition period from _________ to _________

 

Commission File Number: 333-190215

 

STELLA BLU, INC.

(Name of Small Business Issuer in its charter)

 

Nevada

88-0524316

(state or other jurisdiction of incorporation or organization)

(I.R.S. Employer I.D. No.)

 

 

270 Greyson Place

Teaneck, New Jersey

07666

(Address of principal executive offices)

(Zip Code)


1-866-416-3547

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   þ   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   þ   No o

 

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 definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  (Check one):


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

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of August 12, 2015 the registrant had 10,300,000 shares of common stock outstanding.



             


STELLA BLU, INC.


 

TABLE OF CONTENTS


 

  

 

 

 

PART I - FINANCIAL INFORMATION

  

 

 

 

 

Item 1.

  

Financial Statements (unaudited)

  

2

 

  

       Balance Sheets

  

F-1

 

  

       Statements of Operations

  

F-2

 

  

       Statements of Cash Flows

  

F-3

 

  

Notes to Financial Statements

  

F-4

Item 2.

  

Management Discussion & Analysis of Financial Condition and Results of Operations

  

4

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

  

5

Item 4.

  

Controls and Procedures

  

6

 

 

 

 

 

 

 

PART II - OTHER INFORMATION

  

 

 

 

 

Item 1.

  

Legal Proceedings

  

7

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

  

7

Item 3.

  

Defaults Upon Senior Securities

  

7

Item 4.

  

Mine Safety Disclosures

  

7

Item 5.

  

Other information

  

7

Item 6.

  

Exhibits

  

8





2

             





PART I – FINANCIAL INFORMATION


 


STELLA BLU, INC.

FINANCIAL STATEMENTS


June 30, 2015


(Unaudited)








Condensed Balance Sheets as of June 30, 2015 (unaudited) and December 31, 2014 F-1

Condensed Statements of Operations for the three months ended March 31, 2015 and 2014 (unaudited) 

F-2

Condensed Statement of Changes in Stockholders’ Deficit for the six months ended June 30, 2015 (unaudited) 

F-3

Condensed Statements of Cash Flows for the three months ended March 31, 2015 and 2014 (unaudited) 

F-4
Notes to Condensed Financial Statements (unaudited) F-5

 


3

             

STELLA BLU, INC.
CONDENSED BALANCE SHEETS
(unaudited)

ASSETS

June 30,
2015

(unaudited)

December 31,
2014

 

 

 

CURRENT ASSETS

 

 

Cash

 $                 9

 $                 9

Total Current Assets

                    9

                    9

 

 

 

TOTAL ASSETS

 $                 9

 $                 9

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

 

 

 

 

 

CURRENT LIABILITIES

 

 

Accounts payable and accrued liabilities

 $        14,450

 $           9,129

Loans from Related Party (Note 8)

           15,000

            20,797

Total Current Liabilities

           29,450

            29,926

 

 

 

TOTAL LIABILITIES

           29,450

            29,926

 

 

 

Commitments and contingencies

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

Capital Stock

Preferred stock, 5,000,000 shares authorized, par value $0.0001, no shares issued or outstanding
Common stock, 500,000,000 shares authorized, par value     $0.0001, 10,300,000 shares issued and outstanding

       

                    -

        


             1,030

       

                    -

        


             1,030

Additional paid in capital

           97,835

           65,409

Accumulated deficit

        (128,306)

          (96,356)

 

 

 

TOTAL STOCKHOLDERS' (DEFICIT)

          (29,441)

          (29,917)

TOTAL LIABILITIES AND STOCKHOLDERS'  (DEFICIT)

 $                  9

 $                 9


 

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


F-1

             

 

Three months ended
June 30, 2015

Three months ended
June 30, 2014

Six months ended
June 30, 2015

Six months ended
June 30, 2014

 

 

 

 

 

REVENUE

 

 

 

 

Total Revenue

$                -

$                -

$                -

$                -

 

 

 

 

 

EXPENSES

 

 

 

 

Filing Fees

601

2,638

601

8,850

Office &        Miscellaneous

918

297

918

605

Professional Fees

22,170

6,686

30,431

15,998

 

 

 

 

 

Total Expenses

23,689

9,261

31,950

25,453

 

 

 

 

 

 

 

 

 

 

Net (Loss)

$      (23,689)

$   (9,621)

$   (31,950)

$    (25,453)

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE

$      0.00

$      0.00

$      0.00

$      0.00

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

10,300,000

10,300,000

10,300,000

10,300,000



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


 

F-2

             

 

 

STELLA BLU, INC.

CONDENSED STATEMENT OF CHANGE IN STOCKHOLDERS’ EQUITY

(unaudited)



 

Common Stock

 

 

 

 

Number of shares

 

Additional Paid-in

Accumulated

 

 

Amount

Capital

Deficit

Total

 

 

 

 

 

 

Balance, December 31, 2014

10,300,000

$1,030

   

$65,409

$(96,356)

$(29,917)

Forgiveness of debt by director


32,426

32,426

Net loss for the period

   

$(31,950)

$(31,950)

Balance, June 30, 2015

10,300,000

$1,030

   

$97,835

$(128,306)

$(29,441)


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


 

F-3

             



STELLA BLU, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)


 

 

 

 

Six months ended
June 30,   2015

Six months ended
June 30,   2014

 

 

 

OPERATING ACTIVITIES

 

 

Net  Loss

 $      (31,950)

 $      (25,453)

Adjustments to reconcile Net Loss to net
Cash used in operating activities:

 

 

Decrease in Accounts Payable

            5,321

            1,277

 

 

 

NET CASH USED IN
OPERATING ACTIVITIES

        (26,629)

        (24,176)

 

 

 

FINANCING ACTIVITIES

 

 

Loans from Related Party

          26,629

          11,000

NET CASH PROVIDED BY FINANCING ACTIVITIES

          26,629

          11,000

 

 

 

NET INCREASE (DECREASE) IN CASH

                  -

        (13,176)

 

 

 

CASH, BEGINNING OF PERIOD

                  9

          15,584

 

 

 

CASH, END OF PERIOD

 $               9

 $        2,408


SUPPLEMENTAL DISCLOSURE OF 

CASH FLOW INFORMATION

 

Cash paid for interest

 $              -  

 $              -  

Cash paid for taxes

 $              -  

 $              -  

 

SCHEDULE OF NON CASH FINANCING ACTIVITY:

 

Settlement of stockholder debt upon change of control

 $    32,426  

 $              -  



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

F-4

             


STELLA BLU, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2015



NOTE 1 – GENERAL ORGANIZATION AND BUSINESS


Stella Blu, Inc. (“the Company”) was incorporated under the laws of the State of Nevada on December 14, 2009.  The Company began limited operations on February 10, 2013 and has not yet realized any revenues from its planned operations.

The Company is engaged in the patent monetization business.  The Company’s principal operations will include the acquisition, licensing, and enforcement of patented technologies.  The Company will develop portfolios from patents whose rights are obtained from third parties.  The Company expects to generate revenues and related cash flows from the subsequent sale, licensing and enforcement of those patents.

  


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Accounting

The condensed financial statements present the balance sheets, statements of operations, stockholders' deficit and cash flows of the Company.  These condensed financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.  The Company’s condensed financial statements are prepared using the accrual method of accounting.  The Company has elected a December 31 fiscal year end.


These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information.  They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  Therefore, these financial statements should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014


Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted 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 revenue and expenses during the reporting period.  Actual results could differ from those estimates.


Cash and Cash Equivalents

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.


Fair Value of Financial Instruments

The carrying value of the Company’s financial instruments, consisting of accounts payable and loans from related party approximate their fair value due to the short-term maturity of such instruments.  Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial statements.


F-5

             

STELLA BLU, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2015



NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Income Taxes

A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards.  Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.


When required, the Company records a liability for unrecognized tax positions, defined as the aggregate tax effect of differences between positions taken on tax returns and the benefits recognized in the financial statements.  Tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.  No tax benefits are recognized for positions that do not meet this threshold.  The Company has no uncertain tax positions that require the Company to record a liability.  The Company’s tax years ended December 31, 2009, 2010, 2011, 2012, 2013, and 2014 remain subject to examination by Federal and state jurisdictions.

  

The Company recognizes penalties and interest associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the balance sheet.  The Company had no accrued penalties and interest as of June 30, 2015 and December 31, 2014.


Loss per Share

The basic loss per share is calculated by dividing our net loss by the weighted average number of common shares during the year.  The diluted earnings (loss) per share is calculated by dividing our net income loss available to common shareholders by the diluted weighted average number of shares outstanding during the year.  The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity.  The Company has not issued any potentially dilutive debt or equity securities.

 

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 3 – INCOME TAXES


The Company uses the liability method , where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.  As of June 30, 2015, the Company has incurred net losses and, therefore, has no tax liability.  The net deferred tax asset generated by the loss carry-forward has been fully reserved.  The cumulative net operating loss carry-forward as of June 30, 2015, is $ 128,306 and will expire 20 years from the date the loss was incurred.

F-6

             


STELLA BLU, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2015



NOTE 4 – STOCKHOLDERS’ EQUITY


Authorized

  

The Company is authorized to issue 500,000,000 shares of $ 0.0001 par value common stock and 5,000,000 shares of preferred stock, par value $ 0.0001.  All common stock shares have equal voting rights, are non-assessable and have one vote per share.  Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.



NOTE 5 – CONFLICTS OF INTEREST


The officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, such person may face a conflict in selecting between the Company and his other business interests.  The Company has not formulated a policy for the resolution of such conflicts.



NOTE 6 – GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has not commenced its planned operations and has net losses for the period from inception (December 14, 2009) to June 30, 2015, of $128,306.  This condition raises substantial doubt about the Company’s ability to continue as a going concern.  The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

  

Management is planning to raise additional funds through debt or equity offerings.  There is no guarantee that the Company will be successful in these efforts.



NOTE 7 – CONCENTRATION OF CREDIT RISK


The Company’s cash is held in escrow by the Company’s attorney.  The cash is available for operations without any restrictions.



NOTE 8 – RELATED PARTY TRANSACTIONS


On January, 9, 2015, the Company entered into an agreement whereby a director of the Company will distribute $11,629 to service providers owed money by the Company.  The amount has been recorded as additional paid-in-capital.


During the year ended December 31, 2014, total advances from a director of the Company was $20,797.  The amounts were unsecured, non-interest bearing and are due on demand.  On January 20, 2015, in connection with a change in control, the Company received a letter from a director forgiving the Company of the $20,797 loan payable and was recorded as additional paid-in-capital.


On April 10, 2015, the Company was advanced $15,000 by a director.  The amounts are unsecured, non-interest bearing and are due on demand.

 

 

NOTE 9 – SUBSEQUENT EVENTS


On July 14, 2015, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Xalles Limited, a Delaware corporation, (“Xalles”) Arrowvista Corporation, a Delaware corporation (“Arrowvista”), Xalles Singapore Pte. Ltd., a Singapore corporation (“Xalles Singapore”) and the shareholders of Xalles, Arrowvista and Xalles Singapore.  Pursuant to the Share Exchange Agreement, Xalles, Arrowvista and Xalles Singapore will become wholly-owned subsidiaries of the Company in exchange for the issuance of certain shares.  Xalles will become a wholly-owned subsidiary by the issuance of 6,500,000 shares of common stock on or before July 16, 2015.  Arrowvista will become a wholly-owned subsidiary by the issuance of 1,500,000 shares of common stock on or before June 30, 2016 and Xalles Singapore will become a wholly-owned subsidiary by the issuance of 750,000 shares of common stock on or before June 30, 2016.  The consummation of the transactions set forth in the Share Exchange Agreement are subject to certain conditions.


On July 14, 2015, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Co-Owners Inc., a Florida corporation (“Co-Owners”) and the shareholders of Co-Owners.  Pursuant to the Asset Purchase Agreement, the Company has acquired certain assets and liabilities of Co-Owners in exchange for the issuance of 4,530,000 shares of common stock of a newly-created subsidiary of the Company.  


On August 3, 2015, the Company filed a Certificate of Designation of Series A Preferred Stock (the "Certificate of Designation”) with the Nevada Secretary of State designating 1,000,000 of the Company's previously authorized preferred stock.  The holders of the Series A Preferred Stock are granted 51% voting power on all matters to be voted on by the holders of the Company’s common stock and is not convertible into any shares of the Company's common stock.  With respect to rights on liquidation, dissolution or winding up, shares of Series A Preferred Stock rank on a parity with the Company's common stock.


On August 4, 2015, the Company issued 1,000,000 shares of Series A Preferred Stock to its directors.  The issuance of the Series A Preferred Stock to the Shareholders were made in consideration for services provided to the Company.



F-7

             


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


Safe Harbor Statement


This report on Form 10-Q contains certain forward-looking statements.  All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.


These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues.  Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors.  These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements.  The following discusses our financial condition and results of operations based upon our financial statements which have been prepared in conformity with accounting principles generally accepted in the United States.  It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.


The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q.  The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.


Results of Operation


Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.


We expect we will require additional capital to meet our long term operating requirements.  We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

Liquidity and Capital Resources


As of June 30, 2015, we had cash and cash equivalents of $9 and a working capital deficit of $29,441.  As of June 30, 2015 our accumulated deficit was $128,306.  


We used net cash of $26,629 from operating activities for the six months ended June 30, 2015 compared to using net cash of $24,176 in operating activities for the same period in 2014.  We did not use any money in investing activities for the six months ended June 30, 2015 and 2014.  We received net cash of $26,629 from financing activities for the six months ended June 30, 2015 compared to $11,000 for the same period in 2014.  


These financial statements have been prepared on the assumption that we are a going concern, meaning we will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations.  Different bases of measurement may be appropriate when a company is not expected to continue operations for the foreseeable future.  Our continuation as a going concern is dependent upon our ability to attain profitable operations and generate funds there-from, and/or raise equity capital or borrowings sufficient to meet current and future obligations.  Management plans to raise equity financings over the next twelve months to finance operations.  There is no guarantee that we will be able to complete any of these objectives.  We have incurred losses from operations since inception and at June 30, 2015, have a working capital deficiency and an accumulated deficit that creates substantial doubt about our ability to continue as a going concern.


Results of Operations for the three months ended June 30, 2015 compared to the three months ended June 30, 2015


No Revenues


Since our inception on December 14, 2009 to June 30, 2015, we have not yet earned any revenues.  At this time, our ability to generate any significant revenues continues to be uncertain.  Our financial statements contain an additional explanatory paragraph in Note 6, which identifies issues that raise substantial doubt about our ability to continue as a going concern.  Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.


Net Income/Loss


We incurred a net loss of $23,689 for the three months ended June 30, 2015, compared to a net loss of $9,621 for the same period in 2014.  This increase in net loss was due to an increase in professional fees.  Our basic and diluted loss per share was $0.00 for the three months ended June 30, 2015, and $0.00 for the same period in 2014.  


4

             

Expenses


Our total operating expenses increased from $9,621 to $23,689 for the three months ended June 30, 2015 compared to the same period in 2014.  This increase in expenses is mostly due to higher professional fees.  Our professional fees increased from $6,686 to $22,170 for the three months ended June 30, 2015 compared to the same period in 2014.


Results of Operations for the six months ended June 30, 2015 compared to the six months ended June 30, 2015


Net Income/Loss


We incurred a net loss of $31,950 for the six months ended June 30, 2015, compared to a net loss of $25,453 for the same period in 2014.  This increase in net loss was due to an increase in professional fees.  Our basic and diluted loss per share was $0.00 for the six months ended June 30, 2015, and $0.00 for the same period in 2014.  


Expenses


Our total operating expenses increased from $25,453 to $31,950 for the six months ended June 30, 2015 compared to the same period in 2014.  This increase in expenses is mostly due to higher professional fees.  Our professional fees increased from $15,998 to $30,431 for the six months ended June 30, 2015 compared to the same period in 2014.


Plan of Operation


Our plan of operation for the next twelve months is to grow patent monetization business.


Going Concern


Our June 30, 2015 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.  The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.


Inflation


The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position.  The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

 

Off-Balance Sheet Arrangements


As of June 30, 2015, we had no off-balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not applicable.

 

5

             


ITEM 4.  CONTROLS AND PROCEDURES

 

Management's Report on Internal Control over Financial Reporting.


Our Internal control over financial reporting is a process that, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, was designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our trustees; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.


Because of its inherent limitations, internal control over financial reporting August not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that our controls August become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures August deteriorate.


As management, it is our responsibility to establish and maintain adequate internal control over financial reporting.  As of June 30, 2015, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting using criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation, we concluded that the Company maintained ineffective internal control over financial reporting as of June 30, 2015, based on criteria established in the Internal Control Integrated Framework issued by the COSO.

This quarterly report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this quarterly report.


Evaluation of disclosure controls and procedures.  


As of June 30, 2015, the Company's Chief Executive Officer and Chief Financial Officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act.  Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the date of filing this annual report applicable for the period covered by this report.

 

Changes in internal controls.  


During the period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


6

             


PART II – OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS


As of August 12, 2015 there are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we or any of our subsidiaries are a party or of which any of our properties is the subject.  Also, our management is not aware of any legal proceedings contemplated by any governmental authority against us.



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


None.



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

  

None.

  


ITEM 4.  MINE SAFETY DISCLOSURES


Not applicable.            



ITEM 5.  OTHER INFORMATION


None.


 

7

             

ITEM 6.  EXHIBITS


Exhibit

Number

Exhibit

Description

31.1

Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of 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

EX-101.INS

XBRL Instance Document

EX-101.SCH

XBRL Taxonomy Extension Schema

EX-101.CAL

XBRL Taxonomy Extension Calculation Linkbase

EX-101.LAB

XBRL Taxonomy Extension Label Linkbase

EX-101.PRE

XBRL Taxonomy Extension Presentation Linkbase

EX-101.DEF

XBRL Taxonomy Extension Definition Linkbase




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.



  

STELLA BLU, INC.

(REGISTRANT)

  

 

Date:  August 14, 2015

/s/ Thomas Nash

 

 

Thomas Nash

  

 

President, Chief Executive Officer, Chief Financial Officer and Director

 

 

(Authorized Officer for Registrant)

 

 

Date:  August 14, 2015

/s/ Stefan Stojanovic

Stefan Stojanovic

Director


8