10QSB 1 stratus10qsb.htm QUARTERLY REPORT United States Securities & Exchange Commission EDGAR Filing



 

 


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-QSB


ý QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES AND

EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2007


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

For the transition period from _________________ to _________________


Commission File Number: 0-50069


STRATUS ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)


Nevada

 

88-0427195

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)


3200 Airport Ave. Suite 20, Santa Monica, CA 90406

(Address of Principal Executive Offices including zip code)


310 636-9224

(Issuers Telephone Number)


APPLICABLE ONLY TO CORPORATE ISSUERS


State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of June 30, 2007, there were 5,730,432 outstanding shares of Class A common stock, par value $0.001 and, no shares outstanding of a Preferred Class, having a par value of .0001.


Transitional Small Business Disclosure Format (Check one): Yes ¨ No ý


Stratus Entertainment, Inc.


Form 10-QSB for the quarter ended June 30, 2007


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


This discussion in this Quarterly Report regarding Stratus Entertainment and our business and operations contains "forward-looking statements." These forward-looking statements use words such as "believes," "intends," "expects," "may," "will," "should," "plan," "projected," "contemplates," "anticipates," or similar statements. These statements are based on our beliefs, as well as assumptions we have used based upon information currently available to us. Because these statements reflect our current views concerning future events, these statements involve risks, uncertainties and assumptions. Actual future results may differ significantly from the results discussed in the forward-looking statements. A reader, whether investing in our common stock or not, should not place undue reliance on these forward-looking statements, which apply only as of the date of this report.


When used in this Quarterly Report on Form 10-QSB, "Stratus Entertainment", "we", "our", “the company” and "us" refers to Stratus Entertainment, Inc., a Nevada corporation, and our subsidiaries.


 

 








Part I. Financial Information


Item 1. Financial Statements


STRATUS ENTERTAINMENT, INC.

(formerly, Communications Research, Inc.)

Consolidated Balance Sheets


 

 

June 30,
2007

 

December 31,
2006

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

40

 

$

8

 

Accounts receivable, net

 

 

 

 

1,260

 

Prepaid expenses

 

 

 

 

35

 

 

 

 

 

 

 

 

 

Total Current Assets

 

 

40

 

 

1,303

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, net

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

40

 

$

1,303

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Accounts payable

 

$

15,782

 

$

12,654

 

Accounts payable - related parties

 

 

 

 

59,918

 

Accrued expenses

 

 

 

 

71,038

 

Notes payable, current

 

 

 

 

50,116

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

15,782

 

 

193,726

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

15,782

 

 

193,726

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

Preferred stock, par value $0.0001 per share authorized
5,000,000 shares; no shares issued or outstanding

 

 

 

 

 

Common stock Class A, par value $0.001 per share;
authorized 400,000,000 shares, 5,677,299 and 53,133
(post-split) shares issued and outstanding, respectively

 

 

5,677

 

 

53

 

Common stock Class B, par value $0.0001 per share;
authorized 2,000,000 shares; -0- shares issued
and outstanding (see Note 4)

 

 

3,751,449

 

 

3,558,745

 

Additional paid-in capital

 

 

 

 

 

 

 

Subscriptions receivable

 

 

(19,965

)

 

(19,965

)

Accumulated deficit

 

 

(3,752,903

)

 

(3,731,256

)

 

 

 

 

 

 

 

 

Total Stockholders' Deficit

 

 

(15,742

)

 

(192,423

)

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$

40

 

$

1,303

 



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



2





STRATUS ENTERTAINMENT, INC.

(formerly, Communications Research, Inc.)

Consolidated Statements of Operations

(Unaudited)


 

 

For the
Three Months Ended
June 30,

 

For the
Six Months Ended
June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

$

 

$

13,686

 

$

 

$

26,334

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

7,431

 

 

15,538

 

 

21,647

 

 

751,397

 

Depreciation and amortization

 

 

 

 

8,206

 

 

 

 

16,412

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

7,431

 

 

23,744

 

 

21,647

 

 

767,809

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATING LOSS

 

 

(7,431

)

 

(10,058

)

 

(21,647

)

 

(741,475

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

4,250

 

 

 

 

8,506

 

Interest expense

 

 

 

 

(40

)

 

 

 

(80

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other Income (Expense)

 

 

 

 

4,210

 

 

 

 

8,426

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS BEFORE INCOME TAX EXPENSE

 

 

(7,431

)

 

(5,848

)

 

(21,647

)

 

(733,049

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME TAX EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

(7,431

)

$

(5,848

)

$

(21,647

)

$

(733,049

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC LOSS PER COMMON SHARE

 

$

(0.00

)

$

(0.11

)

$

(0.01

)

$

(15.11

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING

 

 

4,118,371

 

 

53,099

 

 

2,097,350

 

 

48,515

 















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



3





STRATUS ENTERTAINMENT, INC.

(formerly, Communications Research, Inc.)

Consolidated Statements of Cash Flows

(Unaudited)


 

 

For the Six Months Ended
June 30,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net loss

 

$

(21,647

)

$

(733,049

)

Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

16,412

 

Common stock issued for services rendered

 

 

 

 

690,000

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

1,260

 

 

(9,020

)

Prepaid expenses and other

 

 

35

 

 

(100

)

Interest receivable

 

 

 

 

(8,506

)

Accounts payable - related parties

 

 

 

 

 

59,468

 

Accounts payable and accrued expenses

 

 

3,128

 

 

(16,344

)

 

 

 

 

 

 

 

 

Net Cash Used in Operating Activities

 

 

(17,224

)

 

(1,139

)

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Advances to related company

 

 

 

 

(19,075

)

 

 

 

 

 

 

 

 

Net Cash Used in Investing Activities

 

 

 

 

(19,075

)

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Proceeds on notes payable

 

 

 

 

14,157

 

Payments on notes payable  

 

 

(7,979

)

 

(3,274

)

Proceeds from issuance of common stock

 

 

 

 

14,351

 

Cash contributions

 

 

25,235

 

 

 

Stock offering costs paid

 

 

 

 

(6,168

)

 

 

 

 

 

 

 

 

Net Cash Provided by Financing Activities

 

 

17,256

 

 

19,066

 

 

 

 

 

 

 

 

 

NET DECREASE IN CASH

 

 

32

 

 

(1,148

)

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

 

8

 

 

2,118

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

40

 

$

970

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION CASH PAID FOR:

 

 

 

 

 

 

 

Interest

 

$

 

$

46

 

Income taxes

 

$

 

$

 

 

 

 

 

 

 

 

 

NON-CASH FINANCING ACTIVITIES

 

 

 

 

 

 

 

Common stock issued for services rendered

 

$

 

$

690,000

 


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



4





STRATUS ENTERTAINMENT, INC.

(formerly, Communications Research, Inc.)

Notes to the Consolidated Financial Statements

June 30, 2007 and December 31, 2006


NOTE 1

BASIS OF FINANCIAL STATEMENT PRESENTATION


The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's audited financial statements and notes thereto included in its December 31, 2006 Annual Report on Form 10-KSB. Operating results for the six months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.


NOTE 2 -

LOSS PER SHARE


Following is a reconciliation of the loss per share for the six months ended June 30, 2007 and 2006:


 

 

For the
Six Months Ended
June 31,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

 

 

Net (loss) available to common shareholders

 

$

(21,647

)

$

(733,049

)

 

 

 

 

 

 

 

 

Weighted average shares

 

 

2,097,350

 

 

48,515

 

 

 

 

 

 

 

 

 

Basic loss per share (based on weighted average shares)

 

$

(0.01

)

$

(15.11

)


NOTE 3 -

GOING CONCERN


The Company’s consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has historically incurred significant losses which have resulted in an accumulated deficit of $3,752,903 at June 30, 2007 and limited internal financial resources. These factors combined, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. It is the intent of management to continue to raise additional funds to sustain operations and to generate the necessary revenue to support operations. Officers will continue to advance funds as needed for any shortfalls in cash flows.



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NOTE 4 -

SIGNIFICANT TRANSACTIONS


During the six months ended June 30, 2007 the Company filed a scheduled 14C which was approved by the SEC with the following effective changes:


The name of the company was changed to Stratus Entertainment, Inc.,

Conversion of 2,000,000 Class B common stock shares to 200,000,000 (66,666 post-split) shares of Class A common stock,

Retirement of the Class B shares upon conversion to Class A common shares

Increase of authorized Class A common stock to 400,000,000 shares with par value at $0.001 per share,

Created a class of preferred stock with 5,000,000 shares authorized for issuance, but unissued,

Effective April 11, 2007, the Company effected a 1 for 3,000 reverse split of the Company’s common shares outstanding,

Effective April 11, 2007, the Company issued a total of 3,510,000 shares of common stock in conversion of debt totaling $130,956, or $0.037 per share, to the Company’s President,

Effective April 11, 2007, the Company issued a total of 2,047,500 shares of common stock in conversion of debt totaling $40,950, or $0.02 per share, to a related party,

A related company paid various outstanding payables and expenses on behalf of the Company totaling $25,235, which has been recorded as cash contributions to capital.



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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.


Results of Operations


For the six month period ending June 30, 2007, there were no revenues as the company is using this time to reorganize and consolidate Communications Research, Inc. (the Former company) and Stratus Entertainment (the Company). After years of reoccurring losses, the management and Board of Trustee’s of the Former Company had determined it to be in the best interest of the shareholders to merge with a going corporation and move forward in a positive direction.


Liquidity and Capital Resources


The Former Company incurred cumulative losses during the past five consecutive years. At December 31, 2006 as reported on the 10KSB annual report, the Former Company had an accumulated deficit of $3,731,256 and the report of their independent auditors on their audited financial statements at December 31, 2006 contained a going concern modification.


Item 3. Controls and Procedures


We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. Our management, President and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls, procedures and internal control over financial reporting (as defined in Rule 13a-14(c) promulgated under the Securities and Exchange Act of 1934, as amended) and we have concluded these were effective as of June 30, 2007 (the "Evaluation Date"). Based on the evaluation, which disclosed no significant deficiencies or material weaknesses, our Chief Executive Officer/Chief Financial Officer concluded that our disclosure controls and procedures and internal controls over financial reporting have been designed and are being operated in a manner that provides reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. There were no changes in our disclosure controls and procedures or internal control over financial reporting that occurred during the quarter covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




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PART II. OTHER INFORMATION


Item 1. Legal Proceedings.

None


Item 2. Changes in Securities and Use of Proceeds.

None


Item 3. Defaults upon Senior Securities.

None


Item 4. Submission of Matters to a Vote of Security Holders.

None


Item 5. Other Information.


RECENT DEVELOPMENTS


Subsequent events:


1. On or about April 11, 2007, the company authorized the conversion of the two year old debt and interest to L. Hartman totaling $40,950 as per the terms and conditions of the note into post reverse shares at a conversion rate of .02 per share into 2,047,500 shares. These shares were issued simultaneously with the 1 for 3000 reverse split. The market value of the Company’s common stock on the date of issuance was $0.02 per share.


2. On or about April 11, 2007, the company authorized the conversion of the two year old debt and interest to C. Ceragno of $130,956 as per the terms and conditions of the note into post reverse shares at a conversion rate of .037 per share into 3,510,000 shares. These shares were issued simultaneously with the 1 for 3000 reverse split. The market value of the Company’s common stock on the date of issuance was $0.02 per share.


3. On or about April 11, 2007, the Company effected a 1 for 3,000 reverse split of the Company’s common shares outstanding,


4. On or about April 25, 2007 the Company terminated merger negotiations with ProSports Inc., and began to actively investigate potential merger candidates, or other options and directions available to the company.


5. On July 20, 2007 Stratus entered into a stock purchase agreement with Merger Law Associates, Ltd. for the sale of 26,000,000 post split, restricted, shares in exchange for $400,000. The funds will be used to capitalize the corporation, and to provide working capital.


6. On or about July 20, 2007 the Board authorized a 1-5 forward split Effective July 31, 2007


7. Based upon the prior resignation of Carl R. Ceragno as President, CFO and Director, at a special meeting of the Board of Directors convened on July 25, 2007, the Corporate Secretary and Director Derek Jones was elected by the Board as President, CFO and Director. Mr. Charles McGuirk was subsequently elected as Corporate Secretary and Director to fill the positions vacated by Mr. Jones. Mr. Jones and Mr. McGuirk have accepted the nominations and responsibilities of the positions thereof.


Item 6. Exhibits and Reports on Form 8-K


(a) Exhibits.


31.1

Certification Pursuant to Rule 15-d-14(a) of Principal Executive Officer.

31.2

Certification Pursuant to Rule 15-d-14(a) of Principal Financial Officer.

32.1

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


(b) Reports on Form 8-K

None



8





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.


Stratus Entertainment, Inc.




Date: August 10, 2007


 

 

By: s/ DEREK JONES

 

 

Name: Derek Jones

 

 

Title: President and Chief Financial Officer






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