SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

______________________

 

FORM 10-Q

 

[ X ] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarter ended March 31,June 30, 2015

 

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: 000-52227

 

START SCIENTIFIC, INC.

(Name of Small Business Issuer in Its Charter)

 

Delaware 20-4910418

(State or Other Jurisdiction

of Incorporation or Organization)

 

(IRS Employer

Identification No.)

   
2003 My Anns Hill  
San Antonio, TX 78258
(Address of Principal Executive Offices) (Zip Code)

 

 

 

 (210) 758-5898 
 Issuer’s Telephone Number, Including Area Code 
   

 

(Former name or 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 past 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 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 [ ]

 

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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 [  ]Non-Accelerated Filer [  ]
Accelerated Filer [  ]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 [ ] No [X]

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

 

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 May 8,August 4, 2015, the Company had outstanding 131,665,000 shares of common stock.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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PART I

 

FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q

 

The Financial Statements of the Company are prepared as of March 31,June 30, 2015.

 

 

 

CONTENTS

 

Balance Sheets (Unaudited)

 

4
Statements of Operations (Unaudited)

 

5
Statements of Cash Flows (Unaudited)

 

6
Notes to the Financial Statements (Unaudited(Unaudited))

 

7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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START SCIENTIFIC, INC.(An Exploration Stage Company)Balance Sheets
        
ASSETSASSETSASSETS
 March 31, December 31, June 30, December 31,
 2015 2014 2015 2014
 (Unaudited)   (Unaudited)  
        
CURRENT ASSETS                
                
Cash and cash equivalents $5,431  $452  $47  $452 
                
Total Current Assets  5,431   452   47   452 
                
TOTAL ASSETS $5,431  $452  $47  $452 
                
LIABILITIES AND STOCKHOLDERS' DEFICIT        LIABILITIES AND STOCKHOLDERS' DEFICIT
                
CURRENT LIABILITIES                
                
Accounts payable $28,997  $12,120  $16,162  $12,120 
Accrued expenses  621,069   652,986   626,022   652,986 
Accounts payable and accrued liabilities - related parties  603,563   604,829 
Convertible debenture/notes payable (net of discount of $125,973 and $-0-, respectively)  14,527   —   
Accounts payable and accrued liabilites - related parties  665,493   604,829 
Convertible debenture/notes payable (net of discount of $132,726 and $-0-, respectively)  61,274   —   
Notes payable  547,860   547,860   547,860   547,860 
Notes payable - related parties  109,330   131,830   99,530   131,830 
Derivative liability  269,930   —     242,854   —   
                
Total Current Liabilities  2,195,276   1,949,625   2,259,195   1,949,625 
                
TOTAL LIABILITIES  2,195,276   1,949,625   2,259,195   1,949,625 
                
STOCKHOLDERS' DEFICIT                
                
Preferred stock, $0.0001 par value; 100 shares authorized,                
100 and -0- issued and outstanding, respectively  —     —     —     —   
Common stock, $0.0001 par value; 500,000,000 shares authorized,                
131,665,000 and 125,665,000 shares issued and outstanding, respectively  13,167   12,567   13,167   12,567 
Additional paid-in-capital  13,669,297   12,619,897   13,669,297   12,619,897 
Accumulated deficit  (15,872,309)  (14,581,637)  (15,941,612)  (14,581,637)
                
Total Stockholders' Deficit  (2,189,845)  (1,949,173)  (2,259,148)  (1,949,173)
                
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $5,431  $452  $47  $452 
                
The accompanying notes are an integral part of these financial statements

 

 

 

 

 

 

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START SCIENTIFIC, INC.
Statements of Operations
(Unaudited)
     
  For the Three Months Ended
  March 31,
  2015 2014
     
NET REVENUES $—    $—   
         
OPERATING EXPENSES        
         
Salaries and consulting  1,050,000   977,500 
Professional fees  76,557   47,588 
Other selling, general and administrative  824   70 
         
Total Operating Expenses  1,127,381   1,025,158 
         
LOSS FROM OPERATIONS  (1,127,381)  (1,025,158)
         
OTHER INCOME (EXPENSES)        
         
Loss on change in fair value of derivative liability  (44,456)  —   
Interest expense (including amortization of debt discount of $14,527 and $-0-, respectively)  (118,835)  (18,241)
         
Total Other Income (Expenses)  (163,291)  (18,241)
         
LOSS BEFORE INCOME TAXES  (1,290,672)  (1,043,399)
         
INCOME TAX EXPENSE  —     —   
         
NET LOSS $(1,290,672) $(1,043,399)
         
BASIC AND DILUTED:        
Net loss per common share $(0.01) $(0.01)
         
Weighted average shares outstanding  128,787,222   109,876,111 
         
The accompanying notes are an integral part of these financial statements

 

START SCIENTIFIC, INC.
Statements of Operations
(Unaudited)
         
  For the Three Months Ended For the Six Months Ended
  June 30, June 30,
  2015 2014 2015 2014
         
         
         
NET REVENUES $—    $—    $—    $—   
                 
OPERATING EXPENSES                
                 
Salaries and consulting  15,000   4,167   1,065,000   981,667 
Professional fees  55,658   55,797   132,215   103,385 
Other selling, general and administrative  10,138   79   10,962   149 
                 
Total Operating Expenses  80,796   60,043   1,208,177   1,085,201 
                 
LOSS FROM OPERATIONS  (80,796)  (60,043)  (1,208,177)  (1,085,201)
                 
OTHER INCOME (EXPENSES)                
                 
Gain on change in fair value of derivative liability  103,656   —     59,200   —   
Interest expense - related parties  (7,749)  (7,749)  (15,483)  (15,483)
Interest expense (including amortization of debt discount of $46,747, $-0-, $61,274 and $-0-, respectively)  (84,414)  (10,587)  (195,515)  (21,094)
                 
Total Other Income (Expenses)  11,493   (18,336)  (151,798)  (36,577)
                 
LOSS BEFORE INCOME TAXES  (69,303)  (78,379)  (1,359,975)  (1,121,778)
                 
INCOME TAX EXPENSE  —     —     —     —   
                 
NET LOSS $(69,303) $(78,379) $(1,359,975) $(1,121,778)
                 
BASIC AND DILUTED:                
Net loss per common share $(0.00) $(0.00) $(0.01) $(0.01)
                 
Weighted average shares outstanding  131,665,000   110,665,000   130,234,061   110,272,735 
                 
The accompanying notes are an integral part of these financial statements

 

 

 

 

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START SCIENTIFIC, INC.
Statements of Cash Flows
(Unaudited)
     
  For the Three Months Ended
  March 31,
  2015 2014
     
CASH FLOWS FROM OPERATING ACTIVITIES:        
         
Net loss $(1,290,672) $(1,043,399)
Adjustments to reconcile net loss to net        
 cash used by operating activities:        
Stock based compensation  1,050,000   965,000 
Expenses paid by related party  —     2,694 
Non-cash interest expenses  84,974     
Change in fair value of derivative liability  44,456   —   
Amortization of debt discounts  14,527   —   
Changes in operating assets and liabilities:        
Accounts payable and accrued liabilities - related parties  (1,266)  76,418 
Accounts payable and accrued expenses  (15,040)  (9,780)
         
Net Cash Used by Operating Activities  (113,021)  (9,067)
         
CASH FLOWS FROM INVESTING ACTIVITIES:  —     —   
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
         
Proceeds from convertible debentures  140,500   —   
Proceeds from notes payable - related parties  —     550 
Payments on notes payable - related parties  (22,500)  —   
         
Net Cash Provided by Financing Activities  118,000   550 
         
NET INCREASE (DECREASE) IN CASH        
AND CASH EQUIVALENTS $4,979  $(8,517)
         
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD  452   8,799 
         
CASH AND CASH EQUIVALENTS, END OF PERIOD $5,431  $282 
         
SUPPLEMENTAL CASH FLOW INFORMATION        
         
Cash Payments For:        
Interest $614  $2,390 
Income taxes $—    $—   
         
Non-cash financing activity:        
Common stock issued for services $1,050,000  $965,000 
         
The accompanying notes are an integral part of these financial statements

START SCIENTIFIC, INC.
Statements of Cash Flows
(Unaudited)
     
  For the Six Months Ended
  June 30,
  2015 2014
     
CASH FLOWS FROM OPERATING ACTIVITIES:        
         
Net loss $(1,359,975) $(1,121,778)
Adjustments to reconcile net loss to net        
 cash used by operating activities:        
Stock based compensation  1,050,000   965,000 
Expenses paid by related party  —     2,694 
Non-cash interest expenses  108,054   —   
Change in fair value of derivative liability  (59,200)  —   
Amortization of debt discounts  61,274   —   
Changes in operating assets and liabilities:        
Accounts payable and accrued liabilities - related parties  60,664   128,349 
Accounts payable and accrued expenses  (22,922)  15,236 
         
Net Cash Used by Operating Activities  (162,105)  (10,499)
         
CASH FLOWS FROM INVESTING ACTIVITIES:  —     —   
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
         
Proceeds from convertible debentures  194,000   —   
Proceeds from notes payable - related parties  —     1,700 
Payments on notes payable - related parties  (32,300)  —   
         
Net Cash Provided by Financing Activities  161,700   1,700 
         
NET DECREASE IN CASH AND CASH EQUIVALENTS $(405) $(8,799)
         
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD  452   8,799 
         
CASH AND CASH EQUIVALENTS, END OF PERIOD $47  $—   
         
SUPPLEMENTAL CASH FLOW INFORMATION        
         
Cash Payments For:        
Interest $1,047  $1,258 
Income taxes $—    $—   
         
Non-cash financing activity:        
Common stock issued for services $1,050,000  $965,000 
         
The accompanying notes are an integral part of these financial statements

 

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START SCIENTIFIC, INC.

Notes to the Financial Statements

March 31,June 30, 2015

(Unaudited)

 

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

 

The accompanying unaudited financial statements have been prepared by Start Scientific, Inc. (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 U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes 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 financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its Form 10-K for the year ended December 31, 2014. Operating results for the threesix months ended March 31,June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015.

 

NOTE 2 - GOING CONCERN CONSIDERATIONS

 

The accompanying condensed financial statements have been 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. As reported in its Annual Report on Form 10-K for the year ended December 31, 2014, the Company has incurred operating losses of $14,581,637 from inception of the Company through December 31, 2014. The Company’s accumulated deficit at March 31,June 30, 2015 was $15,872,309$15,941,612 and had a working capital deficit, continued losses, and negative cash flows from operations. These factors combined, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to address and alleviate these concerns are as follows:

 

The Company’s management continues to develop a strategy of exploring all options available to it so that it can develop successful operations and have sufficient funds, therefore, as to be able to operate over the next twelve months. The Company is attempting to improve these conditions by way of financial assistance through issuances of additional equity and by generating revenues through sales of products and services. No assurance can be given that funds will be available, or, if available, that it will be on terms deemed satisfactory to management. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attain profitable operations. The accompanying condensed 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 these uncertainties.

 

NOTE 3 - STOCK BASED COMPENSATION

 

During the threesix months ended March 31,June 30, 2015, the Company issued a total of 6,000,000 shares of common stock for consulting services rendered to the Company. The stock was valued at the market price on the date of issuance which totaled $1,050,000. This amount is included in salaries and consulting expenses on the statement of operations.

 

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START SCIENTIFIC, INC.

Notes to the Financial Statements

March 31,June 30, 2015

(Unaudited)

 

NOTE 4 - RELATED PARTY TRANSACTIONS

 

During the threesix months ended March 31,June 30, 2015, the Company made payments on notes payable to related parties in the amount of $22,500.$32,300. Also, accounts payable and accrued liabilities to related parties decreasedincreased by $1,266.$60,664.

 

NOTE 5 - CONVERTIBLE NOTES PAYABLE

 

On February 10, 2015, the Company issued a promissory note in the original principal amount of $33,000 to a lender. The Note matures on November 12, 2015 and carries an interest rate of 8% per annum. The Note shall at the maturity date, be due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a 45% discount to the average of the three lowest daily trading prices as reported on the OTCQB for the twelve trading days previous to the conversion date.

 

On February 25, 2015, the Company issued a promissory note in the original principal amount of $52,500 to a lender. The Note matures on February 25, 2016 and carries an interest rate of 8% per annum. The Note shall at the maturity date, be due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a 40% discount to the lowest trading price as reported on the OTCQB for the fifteen trading days previous to the conversion date.

 

On March 6, 2015, the Company entered into a Note Purchase Agreement in respect of a credit line and associated convertible debenture in the original principal amount up to $220,000. As of March 6, 2015, the Company recorded a $55,000 draw down and consideration in respect of the credit line. The Debenture matures on March 6, 2016 and bears interest at the rate of 10% per annum. The Debenture, together with all interest as accrued, is convertible into shares of the Company’s common stock at a price equal to the lower of $.10 or 58% of the lowest trading price of the Company’s common stock during the 20 previous consecutive trading days. The Note Purchase and the Debenture contain representations, warranties, conditions, restrictions, and covenants of the Company that are customary in such transactions with smaller companies.

On April 29, 2015, the Company issued a promissory note in the original principal amount of $53,500 to a lender. The Note matures on April 29, 2016 and carries an interest rate of 10% per annum. The Note shall at the maturity date, be due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a 45% discount to the lowest trading price as reported on the OTCQB for the fifteen trading days previous to the conversion date.

 

NOTE 6 - DERIVATIVE LIABILITY

 

Due to the convertible notes described in Note 5 above, it was determined at March 31,June 30, 2015 that there was a derivative liability associated with these notes. The amount of the derivative liability at March 31,June 30, 2015 was $269,930,$242,854, which is reported on the balance sheet. The Company also recorded a lossgain on the change in the fair value of the derivative liability of $44,456$103,656 and $59,200, respectively, on the statement of operations for the three and six months ended March 31,June 30, 2015.

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START SCIENTIFIC, INC.

Notes to the Financial Statements

June 30, 2015

(Unaudited)

 

NOTE 7 - SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events for the period of March 31,June 30, 2015 through the date the financial statements were issued, and concluded there were no events or transactions occurring during this period that required recognition or disclosure in its financial statements.

 

 

 

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

 

You should read the following discussion of the company's financial condition and results of operations in conjunction with the audited financial statements and related notes included in the filing of the company’s latest annual 10-K. This discussion may contain forward-looking statements, including, without limitation, statements regarding our expectations, beliefs, intentions, or future strategies that are signified by the words "expects," "anticipates," "intends," "believes," or similar language. Actual results could differ materially from those projected in the forward looking statements. We caution you that Start Scientific’ business and financial performance is subject to substantial risks and uncertainties.

 

Overview

 

Prior to April 2012, we were a reseller of technology-related hardware and software, including laptops, desktops, networking devices, telecommunication systems and networks, servers and software. In April, 2012 in connection with the acquisition of two separate one-fourth (1/4) working interests in certain oil and gas leases located in Yazoo County, Mississippi, our principal business became the exploration, development, and production of oil and gas interests.

 

On May 16, 2012, the Company entered into an agreement to acquire all of the outstanding shares of Carpathian Energy SRL (“Carpathian”), in exchange for 90,000,000 shares of restricted common stock of the Company. Carpathian is a Romanian limited liability company engaged in oil and gas exploration and development. Pursuant to the terms of agreement, the current owners of Carpathian may rescind the Acquisition and reclaim the shares of Carpathian in the event that the Company does not invest at least $5 million toward development of Carpathian’s oil and gas assets within 60 days from the date of the agreement. In addition, since the acquisition is being acquired with shares issued to an entity under common control, the assets were recorded at a nominal historical cost in accordance with ASC Topic 805-50-05-4. As of March 31, 2014, the Company has issued 90,000,000 shares to the current owners of Carpathian but the acquisition has not closed and the ownership of Carpathian has not yet been transferred to the Company. Thus the issued shares are considered to be a prepaid deposit with a zero value.

 

Results of Operations

 

Following is our discussion of the relevant items affecting results of operations for the periods ended March 31,June 30, 2015 and 2014.

 

Revenues. The Company generated net revenues of $-0- for the three and six month periods ended March 31,June 30, 2015 and 2014. The lack of revenues is mainly the result of the change in our business model from a reseller of computer hardware and software to an oil and gas exploration and development company.

 

Salaries and Consulting Expenses.Salaries and consulting expenses consist of salaries and benefits, company paid payroll taxes and outside consulting expenses. Salaries and consulting expenses for the three months ended March 31,June 30, 2015 were $1,050,000$15,000 compared to $977,500$4,167 during the three months ended March 31,June 30, 2014. Salaries and consulting expenses for the six months ended June 30, 2015 were $1,065,000 compared to $981,667 during the six months ended June 30, 2014. For the threesix months ended March 31,June 30, 2015, stock valued at $1,050,000 was issued for consulting services compared to stock valued at $965,000 during the threesix months ended March 31,June 30, 2014. The stock was valued at the market price on the date of issuance. We anticipate salaries expenses to increase in the future as our activity increases.

 

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Professional Fees.Professional fees consist of legal and accounting fees associated with the preparation, audits and reviews of the Company’s financial statements. Professional fees for the three months ended March 31,June 30, 2015 were $76,557$55,658 compared to $47,588$55,797 during the three months ended March 31,June 30, 2014. Professional fees for the six months ended June 30, 2015 were $132,215 compared to $103,385 during the six months ended June 30, 2014. We anticipate that professional fees will increase in the future as we more fully develop our oil and gas business.

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Selling, General and Administrative Expenses. Selling, general and administrative expenses have been comprised of advertising; occupancy and office expenses; travel and other miscellaneous administrative expenses. Selling, general and administrative expenses for the three months ended March 31,June 30, 2015 were $824$10,138 compared to $70$79 during the three months ended March 31,June 30, 2014. Selling, general and administrative expenses for the six months ended June 30, 2015 were $10,962 compared to $149 during the six months ended June 30, 2014. We expect selling, general and administrative expenses to increase in the future.

 

Other Income (Expense). Other income and expenses for the three months ended March 31,June 30, 2015 resulted in net other income of $11,493 compared to net other expense of $18,336 during the three months ended June 30, 2014. Other income and expenses for the six months ended June 30, 2015 resulted in net other expense of $163,291$151,798 compared to $18,241net other expense of $36,577 during the threesix months ended March 31,June 30, 2014. Other expenses incurred were comprised primarily of interest expenses related to the promissory notes and other liabilities of the Company in the amount of $118,835$210,998 which includes the amortization of debt discount of $14,527$61,274 during the threesix months ended March 31,June 30, 2015. Also included in this category is the lossgain on the change in fair value of derivative liability in the amount of $44,456$59,200 during the threesix months ended March 31,June 30, 2015. We do not anticipate any major changes in other income and expenses in the near future.

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements.

 

Personnel

 

Start Scientific has two full-time employees, and other project-based contract personnel that we utilize to carry out our business. We utilize contract personnel on a continuous basis, primarily in connection with service contracts which require a high level of specialization for one or more of the service components offered. We expect to hire full-time employees in the future.

 

Liquidity and Capital Resources

 

Since inception, the Company has financed its operations through a series of loans, credit accounts with hardware vendors, and the use of Company credit to procure goods and services. As of March 31,June 30, 2015, our primary source of liquidity consisted of $5,431$47 in cash and cash equivalents. We may seek to secure additional debt or equity capital to finance substantial business development initiatives or acquire additional oil and gas resources.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company we are not required to provide this information.

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ITEM 4. CONTROLS AND PROCEDURES

 

Management’s Report on Disclosure Controls and Procedures

 

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a Company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely

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decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

 

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the chief executive officer and chief financial officer concluded that the disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in the Company’s periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified. The Company’s chief executive officer and chief financial officer also concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.

 

Changes in Internal Control over Financial Reporting

 

There have been no significant changes in our internal controls over financial reporting that occurred during the first quarter ended March 31,June 30, 2015 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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PART II

 

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None

 

ITEM 1A. RISK FACTORS

 

As a smaller reporting company, we are not required to provide the information required by this item.

 

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

 

On February 29, 2012, in exchange for $100,000, the Company issued 200,000 shares of restricted common stock and a promissory note in the original principal amount of $100,000 (“Note”) to an investor. The Note matures on August 27, 2012 and carries a fixed interest payment at maturity of $25,000.

 

On March 1, 2012, the Company accepted the subscription of an investor for $300,000 in exchange for 1,200,000 shares of restricted common stock.

 

On April 2, 2012, the Company entered into an agreement to acquire two separate one-fourth (1/4) working interests (collectively, the “Working Interests”) in certain oil and gas leases covering the Board of Education No. 6 Well located in Yazoo County, Mississippi. The consideration granted by the Company in exchange for the Working Interests consisted of 10,000,000 shares of restricted common stock.

 

On May 4, 2012, pursuant to the Company’s 2012 Equity Incentive Plan (the "Plan") which Plan is attached as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2012, the Board approved the grant of 10,500,000 common stock purchase options to five individuals at a weighted average exercise price of $0.65 per share.

 

On May 16, 2012, the Company entered into an agreement to acquire all of the outstanding shares of Carpathian Energy SRL in exchange for 90,000,000 shares of restricted common stock of the Company. Carpathian is a Romanian limited liability company engaged in oil & gas exploration and development. Pursuant to the terms of the agreement, the former owners of Carpathian may rescind the Acquisition and reclaim the shares of Carpathian in the event that the Company does not invest at least $5 million toward development of Carpathian’s oil and gas assets. As of March 31, 2013, the conditions of the agreement had not been met; therefore, due to the potential rescinding of the agreement, the acquisition has not been recorded on the financial statements herein.

 

On June 12, 2012, the Company entered into a consulting agreement. Pursuant to the terms of the Agreement the Company issued 500,000 restricted shares of its common stock.

 

On June 27, 2012, the Company entered into a consulting agreement. Pursuant to the terms of the Agreement the Company issued 65,000 restricted shares of its common stock.

 

On July 13, 2012, in exchange for $100,000, the Company issued a promissory note in the original principal amount of $100,000 (“Note”) to a lender. The Note matures and is due and payable in full on July 13, 2013 and carries an interest rate of 6% per annum. 

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On August 1, 2012, pursuant to the Company’s 2012 Equity Incentive Plan, the Company issued 5,000,000 shares of common stock of the Company to an officer of the Company for services pertaining to business development.

 

On August 15, 2012, the Company amended that certain consulting agreement. Pursuant to the terms of the Addendum Agreement the Company issued an additional 500,000 restricted shares of its common stock.

 

On August 31, 2012, in exchange for $100,000, the Company issued a promissory note in the original principal amount of $100,000 (“Note”) to a lender. The Note matures on August 30, 2013 and carries an interest rate of 8% per annum payable on a quarterly basis.  The Note shall at the maturity date, be due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of Common Stock of the Company at a conversion price equal to $0.25 per share of Common Stock.

 

On September 7, 2012, in exchange for $200,000, the Company issued a promissory note in the original principal amount of $200,000 (“Note”) to a lender. The Note matures on September 6, 2013 and carries an interest rate of 8% per annum payable on a quarterly basis.  The Note shall at the maturity date, be due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of Common Stock of the Company at a conversion price equal to $0.25 per share of Common Stock.

 

On September 25, 2012, the Company entered into a consulting agreement. Pursuant to the terms of the Agreement the Company issued 1,200,000 restricted shares of its common stock.

 

On January 29, 2014, pursuant to a consulting agreement entered into on July 23, 2013, the Company issued 1,000,000 restricted shares of its common stock.

 

On April 7, 2014, pursuant to a consulting agreement entered into on July 23, 2013, the Company issued 500,000 restricted shares of its common stock.

 

On July 28, 2014, pursuant to the Company’s 2012 Equity Incentive Plan, the Board approved the issuance of an aggregate of 15,000,000 shares of the Company’s common stock to certain directors and consultants of the Company.

 

On February 10, 2015, the Company issued a promissory note in the original principal amount of $33,000 (“Note”) to a lender. The Note matures on November 12, 2015 and carries an interest rate of 8% per annum. The Note shall at the maturity date, be due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a 45% discount to the average of the three lowest daily trading prices as reported on the OTCQB for the twelve trading days previous to the conversion date.

 

On February 25, 2015, the Company issued a promissory note in the original principal amount of $52,500 (“Note”) to a lender. The Note matures on February 25, 2016 and carries an interest rate of 8% per annum. The Note shall at the maturity date, be due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a 40% discount to the lowest trading price as reported on the OTCQB for the fifteen trading days previous to the conversion date.

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On March 6, 2015, the Company entered into a Note Purchase Agreement (the “Note Purchase”) in respect of a credit line and associated convertible debenture (“Debenture”) in the original principal amount up to $220,000. As of March 6, 2015, the Company recorded a $55,000 draw down and consideration in respect of the credit line. The Debenture matures on March 6, 2016 (the “Maturity Date”), and bears interest at the rate of 10% per annum. The Debenture, together with all interest as accrued, is convertible into shares of the Company’s common stock at a price equal to the lower of $.10 or 58% of the lowest trading price of the Company’s common stock during the 20 previous consecutive trading days. The Note Purchase and the Debenture contain representations, warranties, conditions, restrictions, and covenants of the Company that are customary in such transactions with smaller companies.

 

On April 29, 2015, the Company issued a promissory note in the original principal amount of $53,500 (“Note”) to a lender. The Note matures on April 29, 2016 and carries an interest rate of 10% per annum. The Note shall at the maturity date, be due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a 45% discount to the lowest trading price as reported on the OTCQB for the fifteen trading days previous to the conversion date.

 

With respect to the securities issuances described above, No solicitations were made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of these securities as described above were exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. OTHER INFORMATION

 

Not applicable.

 

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ITEM 5. EXHIBITS:

 

The following documents are filed as exhibits to this Form 10-Q:

 

INDEX TO EXHIBITS

 

 

Exhibit

Number

 

 

Title of Document

3.1 

Certificate of Incorporation of Start Scientific, Inc., a Delaware corporation.(1)

 

3.2 

Bylaws of Start Scientific, Inc., a Delaware corporation.(2)

 

31.1 Certification by Chief Financial Officer, Norris R. Harris, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification by Chief Executive Officer, Norris R. Harris, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification by Chief Financial Officer, Norris R. Harris, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification by Chief Executive Officer, Norris R. Harris, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

(1)Filed as an Exhibit to the Company’s Current Report on Form 8-k filed on November 23, 2011.
(2)Filed as an Exhibit to the Company’s Registration Statement on Form 10 SB12G, deemed effective by the Commission on January 17, 2007.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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.

 

 

  START SCIENTIFIC, INC.
   
Date:  May 14,August 13, 2015 BY: /s/ Norris R. Harris
  Norris R. Harris
  Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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