UNITED STATES
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 six month period endedSeptember 30, 2003
¨ Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period ______ to ______
Commission File Number333-102930
MOVITO HOLDINGS LTD.
(Exact name of small Business Issuer as specified in its charter)
| Nevada | 98-0385312 |
| (State or other jurisdiction of | (IRS Employer Identification No.) |
| incorporation or organization) |
| Box 18, Suite 323-595 Howe Street | |
| Vancouver, British Columbia, Canada | V6C 2T5 |
| (Address of principal executive offices) | (Postal or Zip Code) |
| Issuer’s telephone number, including area code: | 604-682-8468 |
Suite 804-750 West Pender Street, Vancouver, BC Canada, V6C 2T8
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days x Yes ¨ No
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
6,440,776 Shares of $0.001 par value Common Stock outstanding as of September 30, 2003.
PART 1 – FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended September 30, 2003 are not necessarily indicative of the results that can be expected for the year ending December 31, 2003.
MOVITO HOLDINGS LTD.
(a development stage company)
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(Unaudited)
CONSOLIDATED BALANCE SHEET
INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TOINTERIM CONSOLIDATED FINANCIAL STATEMENTS
F-1
MOVITO HOLDINGS LTD.
(a development stage company)
CONSOLIDATED BALANCE SHEETS
| September 30, 2003 | December 31, 2002 | |||||
| (Unaudited) | ||||||
| ASSETS | ||||||
| CURRENT ASSETS | ||||||
| Cash | $ | 9,827 | $ | 39,983 | ||
| Prepaid expenses and other | 20 | 1,590 | ||||
| 9,847 | 41,573 | |||||
| FIXED ASSETS(Note 3) | 5,816 | - | ||||
| $ | 15,663 | $ | 41,573 | |||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
| CURRENT LIABILITIES | ||||||
| Accounts payable and accrued liabilities | $ | 11,962 | $ | 3,568 | ||
| GOING CONCERN CONTINGENCY(Note 1) | ||||||
| STOCKHOLDERS’ EQUITY | ||||||
| Capital stock (Note 5) | ||||||
| Common stock, $0.001 par value, 70,000,000 shares authorized | ||||||
| Preferred shares, $0.001 par value, 5,000,000 shares authorized | ||||||
| 6,440,776 common shares issued and outstanding | 6,441 | 6,441 | ||||
| Additional paid in capital | 49,637 | 45,137 | ||||
| Deficit accumulated during the development stage | (49,946 | ) | (13,542 | ) | ||
| Accumulated other comprehensive income (loss) | (2,431 | ) | (31 | ) | ||
| 3,701 | 38,005 | |||||
| $ | 15,663 | $ | 41,573 |
The accompanying notes are an integral part of these interim consolidated financial statements.
F-2
MOVITO HOLDINGS LTD.
(a development stage company)
INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
| Three months | Nine months | October 3, 2002 | |||||||
| ended | ended | (inception) to | |||||||
| September 30, | September 30, | September 30, | |||||||
| 2003 | 2003 | 2003 | |||||||
| REVENUES | |||||||||
| ATM transaction fees | $ | 7,147 | $ | 16,560 | $ | 18,351 | |||
| DIRECT COSTS | 1,021 | 2,673 | 2,928 | ||||||
| NET REVENUES | 6,126 | 13,887 | 15,423 | ||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | |||||||||
| Consulting and management fees | 3,108 | 20,318 | 29,448 | ||||||
| Office and general | 2,457 | 8,306 | 8,463 | ||||||
| Professional fees | 4,075 | 21,667 | 25,458 | ||||||
| 9,640 | 50,291 | 63,369 | |||||||
| NET LOSS FOR THE PERIOD | $ | (3,514 | ) | $ | (36,404 | ) | $ | (47,946 | ) |
| BASIC NET LOSS PER SHARE | $ | (0.00 | ) | $ | (0.01 | ) | |||
| WEIGHTED AVERAGE COMMON | |||||||||
| SHARES OUTSTANDING | 6,440,776 | 6,440,776 |
The accompanying notes are an integral part of these interim consolidated financial statements.
F-3
MOVITO HOLDINGS LTD.
(a development stage company)
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
| Nine months | October 3, 2002 | ||||||||
| Three months | ended | (inception) to | |||||||
| ended September | September 30, | September 30, | |||||||
| 30, 2003 | 2003 | 2003 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||
| Net loss for the period | $ | (3,514 | ) | $ | (36,404 | ) | $ | (47,946 | ) |
| Adjustments to reconcile net loss to net cash used in | |||||||||
| operating activities: | |||||||||
| Non-cash management fees | 1,500 | 4,500 | 6,000 | ||||||
| Prepaid expenses and other | (224 | ) | 1,570 | (382 | ) | ||||
| Accounts payable | 156 | 8,395 | 12,324 | ||||||
| NET CASH FLOWS USED | |||||||||
| IN OPERATING ACTIVITIES | (2,082 | ) | (21,940 | ) | (30,004 | ) | |||
| CASH FLOWS USED IN INVESTING ACTIVITIES | |||||||||
| Purchase of fixed assets | (5,816 | ) | (5,816 | ) | (5,816 | ) | |||
| NET CASH FLOWS USED IN INVESTING | |||||||||
| ACTIVITIES | (5,816 | ) | (5,816 | ) | (5,816 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||
| Proceeds on sale of common stock | - | - | 48,078 | ||||||
| NET CASH FLOWS FROM FINANCING | |||||||||
| ACTIVITIES | - | - | 48,078 | ||||||
| EFFECT OF EXCHANGE RATE CHANGES | (2,399 | ) | (2,400 | ) | (2,431 | ) | |||
| (DECREASE) INCREASE IN CASH | (10,297 | ) | (30,156 | ) | 9,827 | ||||
| CASH, BEGINNING OF PERIOD | 20,124 | 39,983 | - | ||||||
| CASH, END OF PERIOD | $ | 9,827 | $ | 9,827 | $ | 9,827 | |||
| Other non-cash transactions: | |||||||||
| Refer to Notes 4 and 6. |
The accompanying notes are an integral part of these interim consolidated financial statements.
F-4
MOVITO HOLDINGS LTD.
(a development stage company)
NOTES TO INTERIM CONSOLIDATED INANCIAL STATEMENTS
September 30, 2003
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
The Company, through its wholly owned subsidiary, has acquired four Service and Management Contracts with retail locations’ operations and one Processing Contract with a cash transaction processor for four automated teller machines (ATM’s) as well as the exclusive right to use the trade name “Netcash” in exchange for 2,000,000 restricted common shares of capital stock of the Company. On February 2, 2003, the Company filed a SB2 Registration Statement with the Security and Exchange Commission of the United States to gain full reporting status. On May 29, 2003 the Company received this status and became a fully reporting issuer in the United States. The Company retained a market maker to sponsor its 15C211 filing statement with the National Association of Securities Dealers (“NASD”). On June 30, 2003 the Company received approval on this application and its shares were allowed to be traded on the NASD OTC BB.
The Company is in the initial development stage and has incurred losses since inception totalling $46,547. The Company’s ability to continue as a going concern is dependent on raising additional capital to fund future operations and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.
During October 2003 the Company sold its Netcash business and entered into two agreements to acquire interests in certain oil and gas properties located in the Province of Alberta, Canada. The Company is required to fund the development of the Oil and Gas prospects in order to earn a 66.7% interest from eventual energy revenues. (See note 7)
Unaudited Interim Financial Statements
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2002 included in the Company’s Annual Report on Form 10-KSB filed with the Securities and Exchange Commission. The interim unaudited consolidated financial statements should be read in conjunction with those financial statements included in the Form 10-KSB. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company was incorporated on September 25, 2002 in the State of Nevada and commenced operations on October 3, 2002. The Company’s fiscal year end is December 31 with its initial period being from September 25, 2002 (inception) to December 31, 2002.
Basis of presentation
These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.
Principles of Consolidation
The financial statements include the accounts of the Company and the 100% interest in its subsidiary 657333 B.C. Ltd., doing business as Netcash, incorporated October 29, 2002. All significant intercompany balances and transactions are eliminated on consolidation.
F-5
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Fixed assets
Fixed assets are recorded at cost. Depreciation is computed at the following rates over the estimated useful lives of the assets:
| Computer and ATM equipment | 30% declining balance | |
| Furniture and fixtures | 20% declining balance | |
| Office equipment | 20% declining balance |
One-half year depreciation is taken in the year of acquisition on certain capital assets.
Use of Estimates and Assumptions
Preparation of the Company’s financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all liquid investments, with an original maturity of three months or less when purchased, to be cash equivalents.
Fair Value of Financial Instruments
In accordance with the requirements of SFAS No. 107, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate carrying value due to the short-term maturity of the instruments.
Goodwill and Intangible Assets
The Company has adopted the provisions of the Financial Accounting Standards Board (“FASB”) Statement No. 142, “Goodwill and Intangible Assets” (“SFAS 142”). Under SFAS 142, goodwill and intangible assets with indefinite lives will no longer be amortized and will be tested for impairment annually. The determination of any impairment would include a comparison of estimated future operating cash flows anticipated during the remaining life with the net carrying value of the asset as well as a comparison of the fair value to the book value of the Company or the reporting unit to which the goodwill can be attributed.
Revenue recognition
The Company derives its revenue from processing fees on Automated Teller Machine (ATM) transactions. Revenues earned are for electronic processing, supervision and reporting of transactions, installation, operation, maintenance and management of ATMs. Revenues received are a percentage of total transaction fees charged by the third party cash processor. Accordingly, the Company recognizes its revenues as the related processing services are provided.
Foreign currency transactions
The financial statements are presented in United States dollars. In accordance with Statement of Financial Accounting Standards No. 52, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates that prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.
Net Loss per Common Share
Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings per share reflects the potential dilution of securities that could share in the earnings of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
F-6
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Stock-based compensation
The Company accounts for stock-based employee compensation arrangements in accordance with the provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, (“APB No. 25”) and complies with the disclosure provisions of Statement of Financial Accounting Standard No. 123 “Accounting for Stock-Based Compensation” (“SFAS No. 123”). Under APB No. 25, compensation expense is recognized based on the difference, if any, on the date of grant between the estimated fair value of the Company’s stock and the amount an employee must pay to acquire the stock. Compensation expense is recognized immediately for past services and pro-rata for future services over the option-vesting period.
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force in Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring or in Conjunction with Selling Goods or Services” (“EITF 96-18”). Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.
Income taxes
The Company follows the liability method of accounting for income taxes. Under this method, future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Future tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. As at September 30, 2003 the Company had net operating loss carryforwards; however, due to the uncertainty of realization the Company has provided a full valuation allowance for the deferred tax assets resulting from these loss carryforwards.
Recent accounting pronouncements
The Securities and Exchange Commission Staff Accounting Bulletin No. 101 and subsequent amendments and related releases (“SAB 101”) released during the year ended September 30, 1999 provide guidance for the recognition of revenue in financial statements. The Company has considered the guidance presented therein and believes that the Company’s practices for the recording of revenue are consistent with this guidance.
In July 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 141 (“SFAS 141”), “Business Combinations”, which eliminates the pooling method of accounting for business combinations initiated after June 30, 2001. In addition, SFAS 141 addresses the accounting for intangible assets and goodwill acquired in a business combination. This portion of SFAS 141 is effective for business combinations completed after June 30, 2001. The adoption of SFAS 141 does not have a material impact on the Company’s financial position or results of operations.
NOTE 3 – FIXED ASSETS
| September 30, | December 31, | |||||
| 2003 | 2002 | |||||
| Computer and ATM equipment | $ | 5,816 | $ | - |
NOTE 4 – INTANGIBLE ASSET PURCHASE AGREEMENT
By agreement dated October 22, 2002 between the Company and Netcash Services Inc. (“NSI”), the Company acquired a 100% interest in four Service and Management Contracts with retail locations’ operations and one Processing Contract with a cash transaction processor for four automated teller machines (ATM’s) as well as the exclusive right to use the trade name “Netcash” in exchange for (a) 2,000,000 restricted common shares of capital stock of the Company valued at $2,000; and (b) the commitment to provide a loan of up to $15,000 to its wholly owned subsidiary 657333 B.C. Ltd. The loan will have no fixed terms of repayment and should the Company be unable to provide the loan, this will not negate the terms of the asset purchase agreement.
In the first quarter of 2003, two of the initial Service and Management Contracts were cancelled and two new contracts were signed. The standard terms of the five contracts currently in existence are as follows:
| (a) | Periods covered are 5 years. | |
| (b) | Fees earned vary between $.69 and $1.34 per transaction. | |
| (c) | The Company provides processing and monitoring of the cash dispensing service. | |
| (d) | The contracts can be cancelled on 14 days written notice in the event of material default or, in all other cases, on 3 – 6 month’s written notice and the payment of a cancellation fee equal to 100% of the average monthly fees received from the ATM for the previous 4 months multiplied by the number of months remaining in the term. |
In the first quarter of 2003, the Company executed a management contract with a prior employee of NSI and appointed a principal of NSI as a Director of its subsidiary 657333 B.C. Ltd. The management contract is for a period of three years, commencing January 1, 2003 and terminates January 31, 2006 with the option to renew for an additional three years. Compensation will be $350 per month, as well as an additional $175 per month for each additional ATM installed, serviced and monitored by this individual, to a maximum of $3,125 per month.
In the second quarter ending June 30, 2003, the company cancelled 2 management contracts with retail operators due to insufficient transactions being generated by the ATMs on these locations. In the same period the company secured 3 additional management contracts with new retail operators. One of these new locations ATM became active on July 24, 2003, the second became operational on August 5, 2003 and the third became operational on September 1, 2003.
In the third quarter ending September 30,2003, the company activated its two remaining management contracts secured in the previous quarter. During the same period, the company cancelled 1 management contract with a retail operator due to insufficient transactions being generated by the ATM at the location.
Subsequent to September 30, 2003 management decided to sell its ATM business and pursue oil and gas opportunities. See Note 8.
NOTE 5 - CAPITAL STOCK
The Company’s capitalization is 70,000,000 common shares with a par value of $0.001 per share and 5,000,000 preferred shares at no par value.
During the period ended December 31, 2002 the Company received proceeds of $44,078 on issuance of 440,776 restricted shares at a price of $.10 per share and $4,000 on issuance of 4,000,000 restricted shares at a price of $.001 per share.
To September 30, 2003 the Company has not adopted a stock option plan or granted any stock options and accordingly has not recorded any stock-based compensation.
The Company proposes to restructure its share capital whereby the total common shares presently issued and outstanding will be forward split on a 1 (old) to12 (new) basis increasing the number of shares issued and outstanding to 77,289,312. The total authorized capital will be increased to 300,000,00 common shares of the company’s capital stock and the authorized capital of the company’s preferred shares will remain at 5,000,000. (see subsequent events).
NOTE 6 – RELATED PARTY TRANSACTIONS
During the nine month period ended September 30, 2003 the Company incurred $7,500 in fees to an Officer of the Company for the provision of services as required in his capacity as Secretary and Treasurer of the Company as well as for general administrative support services. The Company incurred $4,500 in non-cash management fees to a Director of the Company which has been credited to additional paid in capital. The Company also incurred $2,500 in office rental fees to the same Officer. On January 1, 2003, the Company executed a General Administrative Services Agreement with the Officer for a period of six months commencing January 1, 2003. This agreement terminated June 30, 2003.
On January 15, 2003, the previous owner of NSI, was appointed a director of the Company’s subsidiary. See Note 3.
NOTE 7 – INCOME TAXES
The Company has net operating loss carry-forwards of approximately $46,500 which may be available to offset future taxable income which will expire in 2017. Due to the uncertainty of realization of these loss carry-forwards, a full valuation allowance has been provided for this deferred tax asset.
NOTE 8 – SUBSEQUENT EVENTS
Effective October 28, 2003 the Company closed an agreement whereby it sold 100% of the shares in the Capital Stock of its wholly owned subsidiary, 657333 BC Ltd. (Netcash) inclusive of all its tangible and intangible assets associated with the Company’s Automated Teller Machines management operations. This agreement was executed with an arms-length third party in receipt of $25,000 USD being the full consideration paid for 100% of the subsidary’s shares.
On October 30, 2003 the Company executed two Farmout Agreements (the “Agreements) with 1048136 Alberta Ltd. whereby the company will earn an “Earned Interest” of 66.7% in two oil and gas prospect exploration and development properties, the Evi and Verdigris Prospects, located in the province of Alberta. In order to earn its interest the Company has the obligation to provide development funds in the amount of $2,000,000 USD for the Evi Prospect and $1,500,000 USD for the Verdigris Prospect. The Company will seek equity financing in order to meet its funding obligations for the development of the Oil and Gas Prospects.
On the date of the agreement the Company appointed Mr. Robert McIntosh, consulting geologist, to its board of directors.
The Company proposes to restructure its share capital whereby the total common shares presently issued and outstanding will be forward split on a 1 (old) to 12 (new) basis, thereby increasing the number of shares issued and outstanding to 77,289,312. shares. The total authorized capital will be increased to 300,000,00 common shares of the company’s capital stock and the authorized capital of the company’s preferred shares will remain at 5,000,000.
In conjunction with the acquisition of the oil and gas prospects and the restructuring of its share capitalization the Company will change its name to Silver Star Energy Inc.
Item 2. Plan of Operation
Movito Holdings Ltd. Ltd. ("the Company") was incorporated in the state of Nevada on September 25, 2002. Pursuant to an Agreement dated October 22, 2002, the Company acquired 100% interest in 4 Service and Management Contracts with retail locations’ operators and 1 Processing contract with a cash transactions processor for 4 Automated Teller Machines (ATM’s) as well as the exclusive right to use the trade name “Netcash” in consideration of 2,000,000 restricted common shares of the capital of the Company. Subsequently, on October 29, 2002, the Company incorporated a BC, Canada wholly owned subsidiary, 657333 BC Ltd. (BC Ltd.) which will operate all of the company’s assets relating to the ATM industry. The Company has agreed to provide a loan of up to $15,000 to its wholly owned subsidiary. The loan has no fixed terms of repayment and, failure to provide this loan, will not negate the terms of the asset purchase agreement. The Company and its wholly owned subsidiary have merged their operations in the Company’s executive office.
The Company through BC Ltd., which has no salaried employees, is considered a start-up corporation involved in the service and management of ATMs in retail and high traffic areas sectors. The Company seeks and secures retail location(s) operators who are willing to place an ATM at their premises to add additional purchasing convenience for their clients and to secure additional revenues, for themselves, either from renting the space to the Company or from receiving a portion of fees generated by each ATM cash dispensing transaction. The retail location operator has the option to own the ATM, in which case he would receive a larger portion of the transaction fee, or the option to have a third party, secured by the Company, own the ATM. In this case the retailer would receive either a monthly rent for the space or a portion of the fee. The Company’s managed ATMs are electronically connected to the cash transaction networks and all financial institutions through the cash transaction processor, Calypso Canada. The users of the ATM are generally ordinary people, in the process of making an acquisition and in need of immediate cash to complete the acquisition. Two separate fees are charged to the user executing a cash withdrawal from an ATM: a surcharge fee averaging $1.77, is charged by the Company, and an interchange fee averaging $0.77 is charged by the user’s own financial institution where the cash is withdrawn. On each cash dispensing transaction executed at a Company’s managed ATM, the Company receives an average of $0.64 from the surcharge fee and an average of $0.41 from the interchange fee. Calypso receives an average of 0.11 from the interchange fee. The networks receive an average of $0.16 from the interchange fee and the rest of the fees charged on each transaction are divided amongst the retail operators, the owner of the ATM, the party loading the ATM with cash as required and the user’s own financial institution. Each Company’s managed ATM, in order to be profitable, needs to process in excess of 400 cash dispensing transactions per month.
At September 30, 2003, the Company had total assets of US $10,206 including cash resources of $9,827 and prepaid expenses of $379. The cash and equivalents represent the Company’s present source of liquidity.
The Company’s accounts payables and accrued liabilities at September 30, 2003 totaled $11,962.
During the nine months ended September 30, 2003 the Company had total revenues of $16,560of which $7,147 were generated in the three month period ended September 30, 2003. For the nine month period ended September 30, 2003 the company had net losses of $35,005 of which $2,115 were incurred in the three month period ended September 30, 2003.
The Company has not realized significant revenues for the period and it is presently operating at a loss. The Company’s ability to continue as a going concern is dependent on its ability to generate additional revenues from its operations sufficient to generate operating profits. Failing that, the Company may need to raise additional capital, in the form of either debt or equity, to fund future operations.
The Company's plan of business, commencing April 2003, was to secure 2 additional ATM service and management contracts per month, with retail location(s) operators in the Vancouver area, during the initial fiscal year ending December 30, 2003. The Company does not contemplate owning any of the ATMs that it will manage during the initial fiscal year. It will secure third parties who will own the ATMs for a portion of the fees or it will manage ATMs owned by individual retailers. Funds necessary to implement the Company’s Business Plan for the initial fiscal year were be generated from revenues derived from transactions fees or from the Company’s cash resources at the time. If additional capital will be required for the Company to reach a profitable operation, it will be raised through additional public or private placement equity financing as well as borrowing from directors or other sources.
The Company has not been able to generate sufficient revenues from cash transaction operations to implement its Business Plan.
In view of the losses from operation, the Company executed an agreement dated October 21, 2003 and closed on October 28, 2003, whereby we agreed to sell a 100% interest in our wholly owned subsidiary, 657333 B.C. Ltd., to an arms-length party, for cash consideration of $25,000.
Pursuant to two agreements dated October 29, 2003 with 1048136 Alberta Ltd., we have acquired the right to participate and earn an interest in two oil and gas projects located in the province of Alberta known respectively as the Evi prospect and the Verdigris prospect. 1048136 Alberta Ltd. is a private Alberta company owned by an individual who is at arms-length to us.
Pursuant to the two agreements with 1048136 Alberta Ltd., we must advance a total of $2,000,000 and $1,500,000 respectively on the Evi and Verdigris prospects in connection with the drilling testing, completion, capping and/or abandonment of up to three wells on each of the properties.
Subject to completion of our funding obligations, we will earn a 66.67% working interest in both the Evi and Verdigris prospects.
Additional capital will be required by the Company to continue to be an on going concern and to meet its obligations to fund the development of the oil and gas prospects in Alberta, Canada. These funds will be raised through additional public or private placement equity financing as well as borrowing from directors or other sources.
In conjunction with the acquisition of the oil and gas interest the Company has decided to change its name to Silver Star Energy Inc.
On February 2, 2003, the Company filed an SB2 Registration Statement with The Security and Exchange Commission of the United States (SEC) in order to gain a reporting Status in the United States and in order to register its common stock. On May 29, 2003, the company received its effective status with the SEC becoming a fully reporting company in the United States.
The Company retained a market maker to sponsor its 15c211 application with the National Association of Securities Dealers (NASD). Approval of this application was received on June 30, 2003 and the shares of the company were posted for trading on the NASD OTC BB on this date.
Forward-Looking Statements
This Form 10-QSB includes -" forward-looking statements" within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
All statements other than historical facts included in this Form, including without limitation, statements under "Plan of Operation", regarding the Company's financial position, business strategy, and plans and objectives of management of the Company for the future operations, are forward-looking statements.
Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company's expectations include, but are not limited to, market conditions, competition and the ability to successfully complete financing.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.
Item 2. Changes in Securities
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 and Report on Form 8-K
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 |
| 31.2 | Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. section 1350,as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002. |
| 32.2 | Certification of Chief Accounting Officer pursuant to U. S. C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002. |
There were no reports filed on Form 8-K during the nine month period ended September 30, 2003.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Movito Holdings Ltd. | ||
| Date: November 14, 2003. | By: | /s/Mario Aiello |
| Mario Aiello | ||
| Secretary/Treasurer | ||
