Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
x | Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 |
For The Quarterly Period Ended June 30, 2006. |
¨ | Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 |
For The Transition Period From ______________To_________________ |
Commission File Number 333-31238
LEGACY HOLDINGS, INC. FKA CST ENTERTAINMENT, INC. |
(FORMERLY CST ENTERTAINMENT IMAGING, INC.) |
(Exact Name Of Registrant As Specified In Its Charter) |
DELAWARE | 13-2614435 | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification No.) |
4160 TECHNOLOGY DRIVE, SUITE B |
FREEMONT, CA 94538 |
(510) 651-2312 |
(Address, Including Zip Code, And Telephone Number, Including |
Area Code, Of Registrant's executive offices) |
Check whether the issuer: (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 required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ¨ No x
The Registrant has 27,278,340 shares of common stock, par value $0.15 per share, issued and outstanding as of June 30, 2006.
TABLE OF CONTENTS
Page | ||
Part I | ||
Item 1. | Financial Statements | |
Balance Sheet as of June 30, 2006 (Unaudited) | 1 | |
Statements of Operations for the three and six months ended June 30, 2006 and 2005(Unaudited) | 1 | |
Statements of Cash Flows for the three and six months ended June 30, 2006 and 2005 (Unaudited) | 1 | |
Statements of Stockholders Equity for the year Ended December 31, 2006 and the six months ended June 30, 2005 (unaudited) | 2 | |
Notes To Financial Statements (Unaudited) | 2 | |
Item 2. | Management's Discussion and Analysis | 3 |
Item 3. | Controls and Procedures | 3 |
Part II – Other Information | ||
Item 1. | Legal Proceedings | 4 |
Item 2. | Change in Securities | 4 |
Item 3. | Defaults Upon Senior Notes | 4 |
Item 4. | Submission of Matters to a Vote of Security Holders | 4 |
Item 5. | Other Information | 4 |
Item 6. | Exhibits and Reports on Form 8-K | 4 |
Signatures | 4 |
ITEM 1. FINANCIAL STATEMENTS
CST ENTERTAINMENT, INC.
BALANCE SHEET (Unaudited)
As of June 30, 2006
ASSETS | ||||
Current assets | $ | - | ||
Total assets | $ | - | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||
Current liabilities | $ | - | ||
Total liabilities | - | |||
Stockholders' Deficit: | ||||
Common stock, par value $0.15; 40,000,000 authorized; issued and outstanding 27,278,340 at June 30, 2006 | 4,091,752 | |||
Additional paid in capital | 56,115,740 | |||
Accumulated deficit | (60,207,492 | ) | ||
Total stockholders' deficit | - | |||
Total liabilities and stockholders' deficit | $ | - |
CST ENTERTAINMENT, INC.
STATEMENTS OF OPERATIONS (Unaudited)
For the Three and Six Months Ended June 30, 2006 and 2005
Three and Six Months Ended | |||||||
June 30, | |||||||
2006 | 2005 | ||||||
Revenue | $ | - | $ | - | |||
Operating expenses | - | - | |||||
Net loss | $ | - | $ | - | |||
Weighted average common shares outstanding Basic and fully diluted | 27,278,340 | 27,278,340 | |||||
Net income (loss) per share common | $ | - | $ | - |
CST ENTERTAINMENT, INC.
STATEMENTS OF CASH FLOWS (Unaudited)
For the Three and Six Months Ended June 30, 2006 and 2005
Three and Six Months Ended | |||||||
June 30, | |||||||
2006 | 2005 | ||||||
Cash flows from operating activities | $ | - | $ | - | |||
Cash flows from investing activities | - | - | |||||
Cash flows from financing activities | - | - | |||||
Net increase (decrease) in cash | - | - | |||||
Cash at beginning of year | - | - | |||||
Cash at end of year | $ | - | $ | - |
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
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CST ENTERTAINMENT, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
For the Year Ended December 31, 2005 and Six Months Ended June 30, 2006
Additional | Total | |||||||||||||||
Common Stock | Paid-In | Deficit | Stockholders' | |||||||||||||
Shares | Amount | Capital | Accumulated | Equity | ||||||||||||
Balances, December 31, 2004 | 27,278,340 | $ | 4,091,752 | $ | 56,115,740 | $ | (60,207,492 | ) | $ | - | ||||||
Balances, December 31, 2005 | 27,278,340 | $ | 4,091,752 | $ | 56,115,740 | $ | (60,207,492 | ) | $ | - | ||||||
Balances, June 30, 2006 | 27,278,340 | $ | 4,091,752 | $ | 56,115,740 | $ | (60,207,492 | ) | $ | - |
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
CST ENTERTAINMENT, INC.
Notes to Consolidated Financial Statements (Unaudited)
For The Three and Six Months Ended June 30, 2006 and 2005
NOTE A – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
To the best of Company's management knowledge, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring accruals, necessary to present fairly the Company's financial position at June 30, 2006, the results of operations for the quarter ended June 30, 2006 and 2005 and the cash flows for the quarter ended June 30, 2006 and 2005. Although management of the Company believes that the disclosures in the financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, and December 31, 2007.
Summary of Significant Accounting Principles
Net Loss Per Share
Net loss per share is based on the weighted average number of shares of common stock outstanding during each year.
Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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.
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NOTE B – BANKRUPTCY
On January 13, 1997 the Company filed a chapter 7 bankruptcy motion seeking protection from all creditors. As of January 13, 1997 all Company assets and liabilities were put into the bankruptcy estate, a trustee was appointed and Company operations ceased. On May 23, 2001 the bankruptcy terminated. Former management concluded that at December 31, 2005. all undischarged liabilities created as a result of operations in years prior to filing for bankurptcy had terminated due to the running of the statue of limitations. These financial statements, though for a period prior to December 31, 2005, reflect the termination of such liabilities from pre bankruptcy operations.
NOTE C - SUBSEQUENT EVENT
On July 11, 2007, Legacy Systems, Inc. signed a definitive agreement to be merged into CST Entertainment, Inc, (CST). The CST stockholders acquired all of the issued and outstanding common stock of Legacy Systems, Inc. The transaction was accounted for as a capital transaction and recapitalization by the accounting acquirer and as a re-organization by the accounting acquiree wherein CST Entertainment, Inc. is the acquiree and, Legacy Systems, Inc. is the acquirer. CST Entertainment, Inc. changed its name to Legacy Holdings at the date of merger July 11, 2007. Furthermore, to conform with the fiscal year of its acquirer, Legacy Systems, Inc. the Company changed its fiscal year end from June 30th to December 31st effective December 31, 2005.
Legacy Holdings, Inc, (formerly CST Entertainment, Inc.) is filing Forms 10QSB and 10KSB for all interim and annual periods beginning with the quarter ended December 31, 1996 through June 30, 2007.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations
The Company had no operations during the periods presented.
Liquidity and Capital Resources
As a result of filing for chapter 7 bankruptcy protection on January 13, 1997, the Company ceased operations and has written-off all terminated assets and liabilities
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures
As required by Rule 13a-15(b) under the Exchange Act, we conducted an evaluation, under the supervision and participation of our management, including the Company’s President and Chief Financial Officer (who is the principal accounting officer). No weaknesses were noted and both the President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the most recent fiscal quarter covered by this Form 10-QSB.
(b) Changes in internal controls
In accordance with Item 308 (c) of Regulation S-B, there were no changes in the Company’s internal control reporting in connection with the Company’s evaluation of its internal controls that occurred during the most recent fiscal quarter covered by this Form 10-QSB.
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PART II - OTHER INFORMATION
Item 1. | Legal Proceedings. None. |
Item 2. | Change in Securities. None. |
Item 3. | Defaults Upon Senior Securities. None. |
Item 4. | Submission of Matters to a Vote of Security Holders. None. |
Item 5. | Other Information. None. |
Item 6 | Exhibits |
Exhibit Number | Title of Document | |
31.1 | Certification of Principal Executive Officer and Principal Accounting Officer Pursuant to Rule 13a-14 | |
32.1 | Certification of Chief Executive Officer and Principle Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
SIGNATURES
Pursuant to the requirement 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.
LEGACY HOLDINGS, INC. |
/s/ Robert Matthews |
Robert Matthews |
Chief Executive Officer and Principle Accounting Officer |
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