SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: October 31, 2009
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to __________________
Commission File Number 333-143630
TECHS LOANSTAR, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Nevada 20-4682058
____________________________________ ___________________
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
112 North Curry Street
Carson City, Nevada, 89703
________________________________________
(Address of principal executive offices)
(775) 284-3770
____________________________________________________
(Registrant's telephone number, including area code)
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 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 (ss 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 [ ] 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.
Large accelerated filer [ ] Accelerated filer [ ]
Non-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 [X] No [ ]
The number of shares outstanding of the Registrant's Common Stock as of December
20, 2009 was 40,400,000 shares.
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
OCTOBER 31, 2009
(UNAUDITED)
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at October 31, 2009 (Unaudited) and April 30, 2009
Statements of Operations for the Three Months Ended October 31, 2009 and 2008
and for the Period from April 7, 2006 (Inception) through October 31, 2009
(Unaudited).
Statements of Stockholders' Equity (Deficit) for the Period from April 7, 2006
(Inception) through October 31, 2009 (Unaudited).
Statements of Cash Flows for the Three Months Ended October 31, 2009 and 2008,
and for the Period April 7, 2006 (Inception) through October 31, 2009
(Unaudited).
Notes to the Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of
Operation
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
Certifications
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(UNAUDITED)
October 31, 2009 April 30, 2009
_____________________________________________________________________________________________________________________________
ASSETS
CURRENT ASSETS
Cash $ 70 $ -
_____________________________________________________________________________________________________________________________
Total Assets $ 70 $ -
=============================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Cash overdrawn $ - $ 32
Accrued expenses 20,468 20,349
Shareholders Loan 24,158 16,548
_____________________________________________________________________________________________________________________________
Total Liabilities 44,626 36,929
_____________________________________________________________________________________________________________________________
STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock (Note 5)
Authorized
300,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
40,400,000 shares of common stock 40,400 40,400
Additional paid-in capital (17,900) (17,900)
Deficit accumulated during the development stage (67,056) (59,429)
_____________________________________________________________________________________________________________________________
Total Stockholders' Equity (44,556) (36,929)
_____________________________________________________________________________________________________________________________
Total Liabilities and Stockholders' Equity $ 70 $ -
=============================================================================================================================
The accompanying notes are an integral part of these financial statements
.
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months Three months Six months ended Six months ended Cumulative from
ended ended October 31, 2009 October 31, 2008 inception (April
October 31, 2009 October 31, 2008 7, 2006) to
October 31, 2009
__________________________________________________________________________________________________________________________________
OPERATING EXPENSES
Office and general $ 1,044 $ 614 $ 1,219 $ 3,113 $ 20,406
Interest expense 2,836
Professional fees 3,000 1,000 6,478 3,856 43,884
__________________________________________________________________________________________________________________________________
LOSS FROM OPERATIONS $ (4,044) (1,614) (7,697) (6,969) (67,126)
OTHER INCOME
Gain on forgiveness of Debt $ 70 $ - $ 70 $ - $ 70
NET LOSS $ (3,974) $ (1,614) $ (7,627) $ (6,969) $ (67,056)
==================================================================================================================================
BASIC AND DILUTED LOSS PER COMMON
SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.00
==================================================================================================================================
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING
- BASIC AND DILUTED 40,400,000 40,400,000 40,400,000 40,400,000
==================================================================================================================================
The accompanying notes are an integral part of these financial statements.
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION (APRIL 7, 2006) TO OCTOBER 31, 2009
(UNAUDITED)
Deficit
Common Stock Accumulated
____________________ Additional Share During the
Number of Paid-in Subscription Development
shares Amount Capital Receivable Stage Total
________________________________________________________________________________________________________________________
Balance, April 7,2006 - $ - $ - $ - $ - $ -
Common stock issued at $0.001
per share on April 21, 2006 28,000,000 28,000 (21,000) (7,000) - -
Net loss April 30, 2006 - - - - (1,279)
________________________________________________________________________________________________________________________
Balance, April 30, 2006 28,000,000 28,000 (21,000) (7,000) (1,279) (1,279)
========================================================================================================================
Proceeds received from share
subscriptions receivable - - - 7,000 - 7,000
Common stock issued at $0.005
per share.
(May 1, 2006 to April 30, 2007) 12,400,000 12,400 3,100 - - 15,500
Net Loss April 30,2007 (9,867) (9,867)
________________________________________________________________________________________________________________________
Balance, April 30, 2007 40,400,000 $ 40,400 $ (17,900) (11,146) 11,354
========================================================================================================================
Net loss April 30, 2008 - - - - (21,851) (21,851)
________________________________________________________________________________________________________________________
Balance, April 30, 2008 40,400,000 $ 40,400 $(17,900) $ - $ (40,497) $ (17,997)
========================================================================================================================
Net loss April 30, 2009 - - - - (18,932) (18,932)
________________________________________________________________________________________________________________________
Balance, April 30, 2009 40,400,000 $ 40,400 $ (17,900) $ - $ (59,429) $ (36,929)
========================================================================================================================
Net loss October 31, 2009 - - - - (7,627) (7,627)
________________________________________________________________________________________________________________________
Balance, October 31, 2009 40,400,000 $ 40,400 $ (17,900) $ - $ (67,056) $ (44,556)
========================================================================================================================
The accompanying notes are an integral part of these financial statements.
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative
results of
Six months Six months operations from
ended ended inception (April
October 31, October 31, 7, 2006) to
2009 2008 October 31, 2009
______________________________________________________________________________________________
OPERATING ACTIVITIES
Net loss $ (7,627) $ (6,969) $ (67,056)
Changes in operating assets and
liabilities
Accrued Liabilities 118 (3,189) 20,468
______________________________________________________________________________________________
NET CASH FROM OPERATING ACTIVITIES (7,509) (10,158) (46,588)
FINANCING ACTIVITIES
Proceeds from sale of common stock - 22,500
Share Subscription receivable - - -
Shareholders Loan 7,611 10,000 24,158
______________________________________________________________________________________________
NET CASH FROM FINANCING ACTIVITIES 7,611 10,000 46,658
______________________________________________________________________________________________
NET INCREASE (DECREASE) IN CASH 102 (158) (70)
CASH, BEGINNING (32) 198 -
_____________________________________________________________________________________________
CASH, ENDING $ (70) $ 40 $ (70)
=============================================================================================
Supplemental cash flow information:
Cash paid for:
Interest $ - $ - $ - $ - $ -
Income Taxes $ - $ - $ - $ - $ -
===============================================================================================================================
NON-CASH ACTIVITIES
Stock issued for services $ - $ - $ - $ - $ -
Stock issued for accounts payable $ - $ - $ - $ - $ -
Stock issued for notes payable $ - $ - $ - $ - $ -
Stock issued for convertible debentures
and interest $ - $ - $ - $ - $ -
Convertible debentures issued for services
Warrants issued $ - $ - $ - $ - $ -
Stock issued for penalty on default of
convertible debenture $ - $ - $ - $ - $ -
Note payable issued for finance charges $ - $ - $ - $ - $ -
Forgiveness of not payable and accrued
interest $ - $ - $ - $ - $ -
Stock issued for investment. $ - $ - $ - $ - $ -
===============================================================================================================================
The accompanying notes are an integral part of these financial statements.
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
OCTOBER 31, 2009
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations, and cash flows at October 31, 2009, and for all periods
presented herein, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's April 30, 2009
audited financial statements. The results of operations for the periods ended
October 31, 2009 and 2008 are not necessarily indicative of the operating
results for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the Company is
unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan is to obtain such
resources for the Company by obtaining capital from management and significant
shareholders sufficient to meet its minimal operating expenses and seeking
equity and/or debt financing. However management cannot provide any assurances
that the Company will be successful in accomplishing any of its plans.
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 secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 - SUBSEQUENT EVENTS
None. The Company has evaluated subsequent events through December 18, 2009, the
date which \ the financial statements were available to be issued, and no such
events have occurred
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
This interim report contains forward looking statements relating to our
Company's future economic performance, plans and objectives of management for
future operations, projections of revenue mix and other financial items that are
based on the beliefs of, as well as assumptions made by and information
currently known to our management. The words "expects", "intends", "plans",
"believes", "anticipates", "may", "could", "should" and other similar
expressions and variations thereof are intended to identify forward-looking
statements. The cautionary statements set forth in this section are intended to
emphasize that actual results may differ materially from those contained in any
forward looking statement.
The following discussion should be read in conjunction with our financial
statements and related notes included elsewhere in this report.
Techs Loanstar, Inc. ("Techs Loanstar," "the Company," "us", "our" or "we,") was
incorporated in the State of Nevada as a for-profit company on April 7, 2006. We
are a development-stage company formed to enter into the loan management
services industry with proprietary loan management software applications that we
intend to procure. The Company proposes to provide low cost, user friendly data
base applications for the growing payday and equity loan industry.
Techs Loanstar will compete with traditional loan management software developers
by offering a range of consulting services and customized data base applications
to pay-day and equity loan businesses.
The Company has not generated any revenues from inception nor during the fiscal
quarter ended October 31, 2009. As of the fiscal quarter ended October 31, 2009
we had current accounts payable of $20,468. We incurred operating expenses of
$4,044 comprised of professional fees and office and general expenses. In the
fiscal quarter ended October 31, 2008 we incurred operating expenses of $1,614
also made up of professional fees and office and general expenses. Since
inception, Techs Loanstar has incurred operating losses of $67,056.
Plan of Operation
We anticipate that our current cash and cash equivalents and cash generated from
financing activities will be insufficient to satisfy our liquidity requirements
for the next 12 months. We expect to incur product development, marketing and
professional and administrative expenses as well expenses associated with
maintaining our SEC filings. We will require additional funds during this time
and will seek to raise the necessary additional capital.
Over the next 12 month period we must raise capital and start the staged
procurement of our loan management software systems that we intend to license in
stages and expand and enhance over time and as our business develops.
As our first step we plan to acquire open source data base applications that we
can customize to suite a wide variety of financing businesses, such as pay-day
and equity loan, leasing and finance companies. The cost of customizing theses
application is estimated to cost $7,000.
The next stage is procuring the e-commerce transaction software required in
advance of client functionality that will enable the purchase of our products
and services over the Internet at an estimated cost of $4,000.
In the final stage we expect to procure client functionality modules to augment
the loan management data base systems with a call center, website integration,
data conversion, internet lead integration and accounting file auto export
services, estimated to cost $8,000. During this stage we will continue to work
on the client, transaction and administration modules and other data base
functionality.
During this period we also intend to initiate our marketing activities to
attract prospective clients from a large number of North American pay-day and
equity loan businesses. Our marketing plan includes identifying and initiating
contact with pay-day and equity loan providers, participating in finance
industry trade shows, placing advertisements in trade magazines and on-line
journals and contacting finance industry associations. The execution of the
marketing plan is estimated to cost $15,000.
If we can complete these stages and we receive a positive reaction from
perspective customers in the form of firm purchase orders, we will attempt to
raise money through a private placement, public offering or long-term loan to
purchase additional functionality for our loan management software.
At present, the sole officer and director has invested $7,000 and a total of 31
others have invested a further $15,500 through the purchase of common shares of
the company. Our sole officer and director has also invested a further $24,158
in the way of shareholder loans. At the present time, we have not made any
arrangements to raise additional cash. If we are unable to raise capital, we
will either suspend development and marketing operations until we do raise the
cash or cease operations entirely.
If we are unable to complete any phase of our software procurement or marketing
efforts because we don't have enough money, we will cease our development and
marketing operations until we raise money. Attempting to raise capital after
failing in any phase of our software procurement plan would be difficult. As
such, if we cannot secure additional proceeds we will have to cease operations
and investors would lose their entire investment.
Management does not plan to hire additional employees at this time. Our sole
officer and director will be responsible for the initial product sourcing. Once
we are ready to begin our Internet marketing activities, we plan to hire an
independent consultant to build our web site. We also intend to hire sales
representatives initially on a commission only basis to keep administrative
overhead to a minimum.
Off Balance Sheet Arrangements.
As of the date of this Quarterly Report, the current funds available to the
Company will not be sufficient to continue operations. The cost to establish the
Company and begin operations is estimated to be approximately $24,000 over the
next twelve months and the cost of maintaining our reporting status is estimated
to be $14,000 over this same period. The officer and director, Mr. Pizzacalla
has undertaken to provide the Company with operating capital to sustain our
business over the next twelve month period as the expenses are incurred in the
form of a non-secured loan. However, there is no contract in place or written
agreement securing this agreement. Management believes that if the Company
cannot raise sufficient revenues or maintain its reporting status with the SEC
it will have to cease all efforts directed towards the Company. As such, any
investment previously made would be lost in its entirety.
Other than the above described situation the Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company's financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Act of 1934 and are not required to provide the information under this item.
ITEM 4T. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the Company;
- Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors
of the company; and
- Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the company's assets
that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
As of October 31, 2009 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Chief Executive Officer in connection with the review of our financial
statements as of October 31, 2009.
Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, anagement
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.
We will continue to monitor and evaluate the effectiveness of our internal
controls and procedures and our internal controls over financial reporting on an
ongoing basis and are committed to taking further action and implementing
additional enhancements or improvements, as necessary and as funds allow.
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY 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
SUBSEQUENT EVENTS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit index
EXHIBIT
31.1 Certification of Chief Executive and Interim Chief Financial Officer
required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities
Exchange Act of 1934, as amended.
32.1 Certification of Chief Executive Officer and Interim Chief Financial
Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the
Securities Exchange Act of 1934, as amended, and 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. During the fiscal quarter ended October 31, 2009, the
Company filed the following Current Reports on Form 8-K:
On August 10, 2009, the Registrant filed a Current Report on Form 8-K
reporting that Moore & Associates Chartered resigned as the Registrant's
independent registered accountant and that the Registrant had engaged Seale and
Beers, CPAs as its independent auditors. The Current report was amended on Form
8-K/A filed on October 21, 2009, the Current Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: December 20, 2009
TECHS LOANSTAR, INC.
By: /s/ GARY PIZZACALLA
___________________________________________
Gary Pizzacalla
President, Secretary Treasurer, Director
(Principal Executive and Financial Officer)