10-Q 1 eps3408.htm STALAR 4, INC. eps3408.htm
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
FORM 10-Q
 
 (Mark One)
 
[X]
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009
 
OR
 
[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE TRANSITION PERIOD FROM _______________ TO ______________
 
COMMISSION FILE NUMBER: 000-52974
 
STALAR 4, INC.

(Exact name of registrant as specified in its charter)

Delaware
 
26-1402673
(State or other jurisdiction of
 
(I.R.S. Employer Identification No.)
incorporation or organization)
   
     
317 Madison Ave., Suite 1520,
   
New York, NY
 
10017
(Address of principal executive offices)
 
(Zip Code)


    (212) 953-1544    
 (Registrant's telephone number, including area code)

        N/A        
 (Former name, former address and former fiscal year,
if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
 
 
[  ] Large Accelerated Filer
 
[  ] Accelerated Filer
 
[  ] Non-accelerated Filer
 
[X] 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 [X]  No [  ]
 
At March 31, 2009, 2,022,500 shares of the Registrant's Common Stock and no shares of the Registrant's Preferred Stock were issued and outstanding.

 
 

 
 
 
ITEM 1. FINANCIAL STATEMENTS
 
STALAR 4, INC.
(A Development Stage Company)
 
INDEX TO FINANCIAL STATEMENTS
 
 
Page No.
FINANCIAL STATEMENTS (Unaudited)
 
   
   Balance Sheets
      March 31, 2009 and September 30, 2008 (Audited)
3
   
   Statements of Operations
      For the six months ended March 31, 2009
      For the period November 13, 2007, (inception) to March 31, 2008
      For the period November 13, 2007, (inception) to March 31, 2009
      For the three months ended March 31, 2009 and 2008
4
 
 
 
5
   
   Statements of Cash Flows
      For the six months ended March 31, 2009
      For the period November 13, 2007, (inception) to March 31, 2008
      For the period November 13, 2007, (inception) to March 31, 2009
6
   
   Statement of Changes in Stockholders’ Deficit
      For the period November 13, 2007, (inception) to March 31, 2009
7
   
   Notes to Financial Statements
8-9
 

 
2

 

 
STALAR 4, INC.
(A Development Stage Company)
 
BALANCE SHEETS
 

   
March 31,
   
September 30,
 
   
2009
   
2008
 
   
(Unaudited)
   
(Audited)
 
ASSETS
           
Current assets
           
 Cash
  $ 760     $ 542  
                 
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
Current liabilities
               
 Accounts payable and accrued expenses
  $ 1,500     $ 1,869  
 Loan payable - Officer
    15,027       10,777  
                 
Total current liabilities
    16,527       12,646  
                 
Stockholders’ deficit
               
 Preferred stock - $0.0001 par value;
               
    25,000,000 shares authorized; none issued or outstanding
    -       -  
 Common stock - $0.0001 par value; 75,000,000 shares authorized;
               
    2,022,500 and 2,000,000 issued and outstanding
    202       200  
Additional paid-in capital
    898       -  
Deficit accumulated during the development stage
    (16,867 )     (12,304 )
                 
Total stockholders’ deficit
    (15,767 )     (12,104 )
                 
    $ 760     $ 542  
 

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

 
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STALAR 4, INC.
(A Development Stage Company)
 
STATEMENTS OF OPERATIONS
 
(Unaudited)
 
   
Six Months Ended
   
November 13, 2007
(Inception) to
   
November 13, 2007
(Inception) to
 
   
March 31, 2009
   
March 31, 2008
   
March 31, 2009
 
                   
Revenues
  $ -     $ -     $ -  
                         
General and administrative expenses
                       
Professional fees
    4,501       2,500       12,870  
Organization costs
    -       2,313       3,453  
Sundry
    62       262       544  
                         
      4,563       5,075       16,867  
                         
Net loss
  $ (4,563 )   $ (5,075 )   $ (16,867 )
                         
Loss per common share:
                       
Basic and diluted
  $ (0.002 )   $ (0.003 )   $ (0.008 )
                         
Weighted average number of
                       
common shares outstanding
    2,009,272       2,000,000       2,003,416  

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

 
4

 
 
STALAR 4, INC.
(A Development Stage Company)
 
STATEMENTS OF OPERATIONS
 
(Unaudited)

   
Three Months Ended
 
   
March 31,
 
   
2009
   
2008
 
             
Revenues
  $ -     $ -  
                 
General and administrative expenses
               
Professional fees
    773       -  
Organization costs
    -       1,454  
Sundry
    62       150  
                 
      835       1,604  
                 
Net loss
  $ (835 )   $ (1,604 )
                 
Loss per common share:
               
Basic and diluted
  $ (0.0004 )   $ (0.001 )
                 
Weighted average number of
               
common shares outstanding
    2,018,961       2,000,000  
 

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

 
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STALAR 4, INC.
(A Development Stage Company)
 
STATEMENTS OF CASH FLOWS
 
(Unaudited)

         
November 13, 2007
   
November 13, 2007
 
   
Six Months Ended
   
(Inception) to
   
(Inception) to
 
   
March 31, 2009
   
March 31, 2008
   
March 31, 2009
 
Cash flows from operating activities:
                 
Net loss
  $ (4,563 )   $ (5,075 )   $ (16,867 )
Increases in cash flows from operating
                       
   activates resulting from changes in:
                       
     Accounts payable and accrued expenses
    (369 )     -       1,500  
                         
Net cash used in operating activities
    (4,932 )     (5,075 )     (15,367 )
                         
Cash flows from financing activities:
                       
Proceeds from issuance of common stock
    900       200       1,100  
Loans from Officer
    4,250       5,402       15,027  
                         
Net cash provided by financing activities
    5,150       5,602       16,127  
                         
Net increase in cash
    218       527       760  
                         
Cash, beginning of period
    542       -       -  
                         
Cash, end of period
  $ 760     $ 527     $ 760  
 

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


 
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STALAR 4, INC.
(A Development Stage Company)
 
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
 
(Unaudited)

   
Shares
   
Amount
   
Additional
Paid-in
Capital
   
Deficit
Accumulated
During
Development
Stage
   
Total
 
                               
Shares issued at inception, November 13, 2007
    -     $ -     $ -     $ -     $ -  
                                         
Shares issued for cash, at par $.0001
    2,000,000       200       -       -       200  
                                         
Net loss for the period
    -       -       -       (12,304 )     (12,304 )
                                         
Balance, September 30, 2008
    2,000,000       200       -       (12,304 )     (12,104 )
                                         
Shares issued for cash, at $.04 per share
    22,500       2       898               900  
                                         
Net loss for the period
    -       -       -       (4,563 )     (4,563 )
                                         
Balance, March 31, 2009
    2,022,500     $ 202     $ 898     $ (16,867 )   $ (15,767 )
 

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

 

 
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STALAR 4, INC.
(A Development Stage Company)
 
NOTES TO FINANCIAL STATEMENTS
 
MARCH 31, 2009
 
(Unaudited)

 
NOTE A – NATURE OF BUSINESS AND BASIS OF PRESENTATION
 
The accompanying unaudited financial statements as of March 31, 2009 and for the three and six months ended March 31, 2009 and the periods November 13, 2007 (inception) to March 31, 2008 and November 13, 2007 (inception) to March 31, 2009, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission, including Form 10-Q and Regulation S-B. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The Company believes that the disclosures provided are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and explanatory notes for the period November 13, 2007 (inception), to September 30, 2008 as disclosed in the Company's 10-KSB for that period as filed with the SEC.
 
The results of the period ended March 31, 2009 are not necessarily indicative of the results to be expected for the year ending September 30, 2009, the Company’s fiscal year end.
 
Stalar 4, Inc. (the “Company), was incorporated in the State of Delaware on November 13, 2007.  The Company, which is in the development stage, is a “shell company”, because it has no or nominal assets, other than cash, and no or nominal operations.  The Company was formed to pursue a business combination with an operating private company, foreign or domestic, seeking to become a reporting, “public” company.  No assurances can be given that the Company will be successful in locating or negotiating with any target company.  The Company has been engaged in organizational efforts, obtaining initial financing and has commenced negotiations with various operating entities however, has not entered into any letter of intent.
 
NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
 Loss Per Share
 
The Company uses SFAS No. 128, “Earnings Per Share” for calculating the basic and diluted loss per share. The Company computes basic loss per share by dividing net loss and net loss attributable to common stockholders by the weighted average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional shares were dilutive. Common equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive.  The Company does not have any common stock equivalents.


 
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STALAR 4, INC.
(A Development Stage Company)
 
NOTES TO FINANCIAL STATEMENTS
 
MARCH 31, 2009
 
(Unaudited)
 
NOTE C – GOING CONCERN
 
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  The Company, however, has minimal assets and working capital and lacks a sufficient source of revenues, which creates uncertainty about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern and to realize its assets and to discharge its liabilities is dependent upon the Company’s management to securing a business combination.  Management intends to fund working capital requirements for the foreseeable future and believes that the current business plan if successfully implemented may provide the opportunity for the Company to continue as a going concern.  The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.
 
NOTE D - RELATED PARTY TRANSACTIONS
 
Equity Transaction
 
In November 2007, the Company issued 2,000,000 shares of common stock to the sole officer and director for total proceeds of $200.
 
Loan Payable - Officer
 
The officer has advanced funds to the Company to cover cash requirements.  The loan is unsecured and is payable on demand with interest at the prime rate.
 
NOTE E – EQUITY TRANSACTIONS
 
In January 2009, the Company issued 22,500 shares of common stock at a per share price of $.04, pursuant to a Common Stock offering.

 
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
 
Cautionary Notice Regarding Forward Looking Statements
 
The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
 
We desire to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements which reflect management's current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words "believe," "expect," "intend," "anticipate," "estimate," "may," variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.
 
Readers should not place undue reliance on these forward-looking statements, which are based on management's current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks discussed in our Annual Report on form 10-KSB for the year ended September 30, 2008 and in any press releases and other communications to shareholders that may be issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
 
Plan of Operation
 
Currently our Company would be defined as a "shell" company, an entity which is generally described as having no or nominal operations and no or nominal assets. The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with an operating business. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.


 
10

 

The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury, and/or through borrowings from our stockholders, management or other investors.
 
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
The Company was incorporated on November 13, 2007. The Company, which is in the development stage, has had no operations during the quarterly period ended March 31, 2009, nor for the period November 13, 2007 (inception) to March 31, 2009 and has no operations as of the date of this filing.
 
General and administrative expenses were $835 and $1,604 for the three months ended March 31, 2009 and 2008, respectively.  General and administrative expenses were $4,563 for the six month period October 1, 2008 to March 31, 2009 compared to $5,075 for the period November 13, 2007 (inception) to March 31, 2008.  General and administrative expenses consist primarily of professional fees and organization expenses.  We had a net loss of $835 and $1,604 for the three months ended March 31, 2009 and 2008, respectively, and a net loss of $4,563 for the six month period October 1, 2008 to March 31, 2009 compared to $5,075 for the period November 13, 2007 (inception) to March 31, 2008.  General and administrative expenses since our inception through March 31, 2009 amount to $16,867.
 
Off-balance Sheet Arrangements
 
None
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 
ITEM 4. CONTROLS AND PROCEDURES
 
As of the end of the period covered by this report ("Evaluation Date"), our management concluded its evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. As of the Evaluation Date, our Chief Executive Officer and Principal Financial Officer concluded that we maintain disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed in our reports under the Securities Act of 1934 (Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including its Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the Evaluation Date.
 
 
ITEM 1 - LEGAL PROCEEDINGS
 
 
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
In January of 2009, in a transaction exempt from registration, the Registrant sold an aggregate of 22,500 shares of its Common Stock, $.0001 per share, at a price of $.04 per share, for total consideration of $900 to a total of 45 purchasers. No underwriter was involved in the transaction. The Registrant relied on Section 4 (2) of the Securities Act of 1933, as amended (the “Act”).  The proceeds were used by the Registrant for working capital.
 

 
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ITEM 3 - DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES
 
 
ITEM 4 - SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS
 
 
ITEM 5 - OTHER INFORMATION
 
(a) There was no information we were required to disclose in a report on Form 8-K during the second quarter of our fiscal year ended March 31, 2009, or subsequent period through the date hereof, which was not so reported.
 
(b) Our board of directors has not established an audit committee or a nominating committee. In addition, we do not have any other compensation, executive or similar committees. We will not, in all likelihood, establish an audit or a nominating committee until such time as the Company is no longer a "shell" company of which there can be no assurance. We recognize that an audit committee, when established, will play a critical role in financial reporting system by overseeing and monitoring management's and the independent auditors' participation in the financial reporting process. At such time as we establish an audit committee, its additional disclosures with our auditors and management may promote investor confidence in the integrity of the financial reporting process.
 
Until such time as an audit committee has been established, the full board of directors will undertake those tasks normally associated with an audit committee to include, but not by way of limitation, the (i) review and discussion of the audited financial statements with management, and (ii) discussions with the independent auditors the matters required to be discussed by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or supplemented.


 

 
Exhibit
Number
Exhibit Title
     
 
14.1
Code of Ethics
     
 
31.1
Certification of Steven R. Fox, as principal executive officer, pursuant to Rule 13a-14(a)/15d-14(a)
     
 
31.2
Certification of Steven R. Fox, as principal financial officer, pursuant to Rule 13a-14(a)/15d-14(a)
     
 
32
Certification of Steven R. Fox, Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002



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

   
STALAR 4, INC.
     
 
Date:  May 13, 2009
By: /s/ Steven R. Fox    
   
Steven R. Fox, President and Director
 



 
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