UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended January 31, 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: 333-191721
BRISTA CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 99-0384160 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
302 San Anselmo Avenue, Suite 220
San Anselmo, CA 94960
(Address of principal executive offices) (Zip Code)
(561) 479 - 0040
(Registrant’s telephone number, including area code)
Stigu iela, 26 dz. 2
Mezares, Babites pagasts, Latvia LV- 2101
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒*
*Although the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act of 1933, it is voluntarily filing its annual and quarterly reports.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| (Do not check if a smaller reporting company) | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
Number of shares of common stock outstanding as of March 13, 2015 was 19,525,000.
TABLE OF CONTENTS
| Part I | ||
| Item 1 | Financial Statements | |
| Condensed Balance Sheets as of January 31, 2015 (Unaudited) and July 31, 2014. | 3 | |
| Condensed Statements of Operations for the three months and six months ended January 31, 2015 and 2014 (Unaudited), and the period since inception (December 20, 2012) to January 31, 2015 (Unaudited). | 4 | |
| Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the period since inception (December 20, 2012) to January 31, 2015. (Unaudited). | 5 | |
| Condensed Statements of Cash Flows for the six months ended January 31, 2015 and 2014 (Unaudited) and for the period since inception (December 20, 2012) to January 31, 2015 (Unaudited). | 6 | |
| Notes to Unaudited Condensed Financial Statements. | 7 | |
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 12 |
| Item 3 | Quantitative and Qualitative Disclosures about Market Risk | 15 |
| Item 4 | Controls and Procedures | 15 |
| Part II | ||
| Item 1 | Legal Proceedings | 16 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 16 |
| Item 3 | Defaults upon Senior Securities | 16 |
| Item 4 | Mine Safety Disclosure | 16 |
| Item 5 | Other Information | 16 |
| Item 6 | Exhibits | 16 |
| Signatures | 17 |
| 2 |
PART I
ITEM 1. FINANCIAL STATEMENTS
BRISTA CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
| JANUARY 31, 2015 | JULY 31, 2014 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 8,034 | $ | 8,380 | ||||
| Total current assets | 8,034 | 8,380 | ||||||
| Total Assets | $ | 8,034 | $ | 8,380 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 10,124 | - | |||||
| Accrued rent | - | $ | 4,000 | |||||
| Loan from shareholder | 27,717 | 5,217 | ||||||
| Total current liabilities | 37,841 | 9,217 | ||||||
| Total Liabilities | 37,841 | 9,217 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Deficit | ||||||||
| Common stock, $0.001 par value, 375,000,000 shares authorized; 19,525,000 shares issued and outstanding as at January 31, 2015 (unaudited) and July 31,2014, respectively.* | 19,525 | 19,525 | ||||||
| Additional paid-in-capital | 10,625 | 10,625 | ||||||
| Deficit accumulated during the development stage | (59,957 | ) | (30,987 | ) | ||||
| Total Stockholders’ Deficit | (29,807 | ) | (837 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 8,034 | $ | 8,380 | ||||
| * | After giving retrospective effect to a 5 to 1 forward stock split which became effective on February 23, 2015 after filing a certificate of amendment to the Certificate of Incorporation. |
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 3 |
BRISTA CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three months ended January 31, 2015 | Three months ended January 31, 2014 | Six months ended January 31, 2015 | Six months ended January 31, 2014 | For the Period from Inception (December 20, 2012) to January 31, 2015 | ||||||||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
| Expenses | ||||||||||||||||||||
| General and administrative expenses | 28,360 | 1,560 | 32,970 | 5,120 | 63,957 | |||||||||||||||
| Total Operating Expenses | (28,360 | ) | (1,560 | ) | (32,970 | ) | (5,120 | ) | (63,957 | ) | ||||||||||
| Other income Accrued rent forgiven | - | - | 4,000 | - | 4,000 | |||||||||||||||
| Loss before income taxes | (28,360 | ) | (1,560 | ) | (28,970 | ) | (5,120 | ) | (59,957 | ) | ||||||||||
| Provision for taxes | - | - | - | - | - | |||||||||||||||
| Net loss | (28,360 | ) | (1,560 | ) | $ | (28,970 | ) | $ | (5,120 | ) | $ | (59,957 | ) | |||||||
| Loss per common share – Basic and Diluted | $ | (0.00 | )* | $ | (0.00 | )* | $ | (0.00 | )* | $ | (0.00 | )* | ||||||||
| Weighted Average Number of Common Shares Outstanding-Basic and Diluted** | 19,525,000 | $ | 19,525,000 | 19,525,000 | 15,000,000 | |||||||||||||||
| * | denotes a loss of less than $(0.01) per share. |
| ** | After giving retrospective effect to a 5 to 1 forward stock split which became effective on February 23, 2015 after filing a certificate of amendment to the Certificate of Incorporation. |
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
BRISTA CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION (DECEMBER 20, 2012) to JANUARY 31, 2015
| Number of Common Shares* | Amount | Additional Paid-in- Capital | Deficit accumulated during development stage | Total | ||||||||||||||||
| Balances as of Inception (December 20, 2012) - Audited | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
| Common shares issued for cash at $0.0002 on May 14, 2013 | 15,000,000 | 15,000 | (12,000 | ) | - | 3,000 | ||||||||||||||
| Net loss for the period ended July 31, 2013 | - | - | - | (129 | ) | (129 | ) | |||||||||||||
| Balances as of July 31, 2013 - Audited | 15,000,000 | 15,000 | (12,000 | ) | (129 | ) | 2,871 | |||||||||||||
| Common shares issued for cash at $0.006 in April & May 2014 | 4,525,000 | 4,525 | 22,625 | - | 27,150 | |||||||||||||||
| Net loss for the year ended July 31, 2014 | - | - | - | (30,858 | ) | (30,858 | ) | |||||||||||||
| Balances as of July 31, 2014 - Audited | 19,525,000 | $ | 19,525 | $ | 10,625 | $ | (30,987 | ) | $ | (837 | ) | |||||||||
| Net loss for the six months ended January 31, 2015 | - | - | - | (28,970 | ) | (28,970 | ) | |||||||||||||
| Balance as of January 31, 2015 - Unaudited | 19,525,000 | $ | 19,525 | $ | 10,625 | $ | (59,957 | ) | $ | (29,807 | ) | |||||||||
| * | After giving retrospective effect to a 5 to 1 forward stock split which became effective on February 23, 2015 after filing a certificate of amendment to the Certificate of Incorporation. |
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 5 |
BRISTA CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
| Six months ended January 31, 2015 | Six months ended January 31, 2014 | For the Period from Inception (December 20, 2012) to January 31, 2015 | ||||||||||
| CASH FLOWS USED IN OPERATING ACTIVITIES | ||||||||||||
| Net loss | $ | (28,970 | ) | $ | (5,120 | ) | $ | (59,957 | ) | |||
Adjustments to reconcile net loss to net cash used in operations: | - | - | - | |||||||||
| Changes in Operating Assets and Liabilities | ||||||||||||
| Accounts Payable | 10,124 | 10,124 | ||||||||||
| Accrued Rent | (4,000 | ) | - | - | ||||||||
| Net cash used in operating activities | (22,846 | ) | (5,120 | ) | (49,833 | ) | ||||||
| CASH FLOWS GENERATED BY (USED IN) INVESTING ACTIVITIES | - | - | - | |||||||||
| Net cash generated by (used in) investing activities | - | - | - | |||||||||
| CASH FLOWS GENERATED BY FINANCING ACTIVITIES | ||||||||||||
| Proceeds from sale of common stock | - | - | 30,150 | |||||||||
| Proceeds from loan from shareholder | 22,500 | 5,000 | 27,717 | |||||||||
| Net cash provided by financing activities | 22,500 | 5,000 | 57,867 | |||||||||
| Net (decrease)/increase in cash and equivalents | (346 | ) | (120 | ) | 8,034 | |||||||
| Cash and equivalents at beginning of the period | 8,380 | 3,088 | - | |||||||||
| Cash and equivalents at end of the period | $ | 8,034 | $ | 2,968 | $ | 8,034 | ||||||
| Supplemental cash flow information: | ||||||||||||
| Cash paid for: | ||||||||||||
| Interest | $ | - | $ | - | $ | - | ||||||
| Taxes | $ | - | $ | - | $ | - | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 6 |
BRISTA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2015 AND 2014 AND THE
PERIOD FROM INCEPTION (DECEMBER 20, 2012) TO JANUARY 31, 2015
NOTE 1 - BASIS OF PRESENTATION
Organization and Description of Business
BRISTA CORP. (the “Company”, “we”, “us” or “our”) was incorporated under the laws of the State of Nevada on December 20, 2012 (“Inception”) with a business plan to produce crumb rubber tile from recycled truck and automotive tires.
Since Inception (December 20, 2012) through January 31, 2015 the Company has not generated any revenue and has accumulated losses of $59,957.
Effective October 30, 2014 Mr. Andrejs Levaskovics resigned as our sole director and officer, and Mr. Joseph Abrams was appointed as President, Treasurer, Secretary and sole director of the Company. Following this change of management, the Company indicated that it intends to abandon its previous business plan to produce crumb rubber tile from recycled truck and automotive tires and intends to commence operations as a developer of mobile device applications.
Going Concern
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since Inception (December 20, 2012) resulting in an accumulated deficit of $59,957 as of January 31, 2015 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and shareholders or the private placement of common stock.
Unaudited Interim Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a July 31 fiscal year end.
| 7 |
BRISTA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2015 AND 2014 AND THE
PERIOD FROM INCEPTION (DECEMBER 20, 2012) TO JANUARY 31, 2015
Use of 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Development Stage Company
The Company is in the development stage as defined under the then current Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 “Development-Stage Entities,” and among the additional disclosures required as a development stage company are that our financial statements were identified as those of a development stage company, and that the statements of operations, changes in stockholders’ equity and cash flows disclosed activity since the date of our inception (December 20, 2012) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has elected not to early adopt these provisions and consequently these additional disclosures continue to be included in these financial statements.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At January 31, 2015 and July 31, 2014 the Company's bank deposits did not exceed the insured amounts.
Financial Instruments
Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. Accounting Standards Codification (“ASC”) 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs which reflect a reporting entity’s own assumptions about the assumptions that market participants would use for pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.
The recorded amounts of financial instruments, including cash, accruals and loan from shareholder approximate their market values as of January 31, 2015 due to the short term maturities of these financial instruments.
| 8 |
BRISTA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2015 AND 2014 AND THE
PERIOD FROM INCEPTION (DECEMBER 20, 2012) TO JANUARY 31, 2015
Impairment of Long-Lived Assets
The Company, when applicable, continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. No revenue has been earned since inception.
Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the three and six months ended January 31, 2015 and 2014, and the period from Inception (December 20, 2012) to January 31, 2015.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC 718,”Compensation – Stock Compensation”,when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.
As of January 31, 2015 the Company has not issued any stock-based payments to its employees.
Basic and Diluted Loss Per Share
The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. There were no potentially dilutive debt or equity securities issued or outstanding during the period from Inception (December 20, 2012) to January 31, 2015.
| 9 |
BRISTA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2015 AND 2014 AND THE
PERIOD FROM INCEPTION (DECEMBER 20, 2012) TO JANUARY 31, 2015
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.
Recent accounting pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe that the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of our operations other than those relating to Development Stage Entities as discussed above.
NOTE 2 – COMMON STOCK
On February 23, 2015, the Company effected a 5-for-1 forward stock split of its issued and outstanding shares of common stock. All share and per share amounts for all period that have been presented in the financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect the forward stock split. The Company filed a Certificate of Amendment to its Certificate of Incorporation which made the forward stock split effective and increased the authorized common shares to 375,000,000 shares with a par value $.001 per share.
On May 14, 2013 the Company issued 3,000,000 shares of its common stock at $0.001 per share for total proceeds of $3,000. After the stock split mentioned above the 3,000,000 shares issued for total proceeds of $3,000 increased to 15,000,000 shares.
In April, and May 2014, the Company issued 905,000 shares of its common stock at $0.03 per share for total proceeds of $27,150. After the stock split mentioned above the 905,000 shares issued for total proceeds of $27,150 increased to 4,525,000 shares.
After giving effect to the forward stock split, mentioned above, the Company has 19,525,000 shares of common stock issued and outstanding as of January 31, 2015.
NOTE 3 – INCOME TAXES
As of January 31, 2015 the Company had net operating loss carry forwards of approximately $59,957 that may be available to reduce future years’ taxable income through 2034. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
NOTE 4 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
As of January 31, 2015, our shareholders has advanced to us an amount of $27,717 (2014 - $5,217) by way of loans. The loan are non-interest bearing, due upon demand and unsecured.
| 10 |
BRISTA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 31, 2015 AND 2014 AND THE
PERIOD FROM INCEPTION (DECEMBER 20, 2012) TO JANUARY 31, 2015
NOTE 5 – COMMITMENTS AND CONTINGENCIES
On September 13, 2013 we signed a Premises and Equipment Lease Agreement with SIA PM Grupa. Under the terms of this agreement, we leased premises with total area of 238 square meters and equipment for the production of crumb rubber tile for a period of 5 years commencing on June 1, 2014 and expiring on May 31, 2019. The rent was $2,000 per month and included use of facilities and equipment. At this time we do not have the funds to make the payments required under the terms of the lease, as of July 31, 2014 we have accrued $4,000 for the lease.
This lease agreement was terminated on October 29, 2014 with no payments made and no further obligations under the lease agreement. The $4,000 balance due as of July 31, 2014 was also forgiven.
NOTE 6 – SUBSEQUENT EVENTS
On February 23, 2015, the Company effected a 5-for-1 forward stock split of its issued and outstanding shares of common stock. Prior to the forward stock split there were 3,905,000 shares of common stock outstanding and after the forward stock split there were 19,525,000. All share and per share amounts for all period that have been presented in the financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect the forward stock split. The Company filed a Certificate of Amendment to its Certificate of Incorporation which made the forward stock split effective and increased the authorized common shares to 375,000,000 shares with a par value $0.001 per share.
The Company has evaluated subsequent events from January 31, 2015 through the date the financial statements were available to be issued on March 13, 2015 and has determined that, other than as disclosed above, there have been no subsequent events after January 31, 2015 for which disclosure is required.
| 11 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our financial statements and the notes presented herein and the risk factors and the financial statements and the other information set forth in our Annual Report on Form 10-K for the year ended July 31, 2014. In addition to historical information, the following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed herein and any other periodic reports filed and to be filed with the Securities and Exchange Commission.
Cautionary Note Regarding Forward-Looking Statements
This report and other documents that we file with the Securities and Exchange Commission contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about our future performance, our business, our beliefs and our management’s assumptions. Statements that are not historical facts are forward-looking statements. Words such as “expect,” “outlook,” “forecast,” “would,” “could,” “should,” “project,” “intend,” “plan,” “continue,” “sustain”, “on track”, “believe,” “seek,” “estimate,” “anticipate,” “may,” “assume,” and variations of such words and similar expressions are often used to identify such forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties, including, but not limited to, those described in our reports that we file or furnish with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except to the extent required by law, we undertake no obligation to update publicly any forward-looking statements after the date they are made, whether as a result of new information, future events, changes in assumptions or otherwise.
All dollar amounts refer to US dollars unless otherwise indicated.
GENERAL
BRISTA CORP. was incorporated under the laws of the State of Nevada on December 20, 2012. Our registration statement has been filed with the Securities and Exchange Commission on October 15, 2013 and has been declared effective on April 9, 2014. Brista Corp. established a fiscal year end of July 31. We do not have revenues, have minimal assets and have incurred losses since inception. We are a development-stage company initially formed to commence operations in crumb rubber tile manufacturing.
Effective October 30, 2014 Mr. Andrejs Levaskovics resigned as our sole director and officer, and Mr. Joseph Abrams was appointed as President, Treasurer, Secretary and sole director of the Company. Following this change of management, the Company indicated that it intends to abandon its previous business plan to produce crumb rubber tile from recycled truck and automotive tires and intends to commence operations as a developer of mobile device applications.
Our Business
We initially planned to produce crumb rubber tile from recycled automotive and truck tires, however we have since changed our plan of operation to develop mobile device applications for sale initially in US markets.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JANUARY 31, 2015 COMPARED TO THE THREE MONTHS ENDED JANUARY 31, 2014.
Revenues
We have not generated any revenues for the three months ended January 31, 2015 and 2014, as we have not commenced operations.
| 12 |
General and Administrative expenses
General and administrative expenses totaled $28,360 and $1,560 for the three months ended January 31, 2015 and 2014, respectively, an increase of $26,800. The increase is primarily due to fees paid for legal and accounting services required for corporate actions undertaken during the current quarter.
General and administrative expenses generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and marketing expenses.
Net Loss
During the three months ended January 31, 2015 and 2014, we incurred a net loss of $28,360 and $1,560, respectively, an increase of $26,800 due to the reasons discussed above.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JANUARY 31, 2015 COMPARED TO THE SIX MONTHS ENDED JANUARY 31, 2014.
Revenues
We have not generated any revenues for the six months ended January 31, 2015 and 2014, as we have not commenced operations.
| 13 |
General and Administrative expenses
General and administrative expenses totaled $32,970 and $5,120 for the six months ended January 31, 2015 and 2014, respectively, an increase of $27,850. The increase is primarily due to fees paid for taxation services for filing our corporate tax returns, legal and accounting services required for corporate actions undertaken during the current period.
General and administrative expenses generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and marketing expenses.
Other Income
During the six months ended January 31, 2015 we recognized other income of $4,000 compared to $0 during the six months ended January 31, 2014. The increase in other income was due to the forgiveness of accrued rent arising from the cancellation of the property lease agreement previously entered into which resulted in $4,000 in accrued lease expenses as of July 31, 2014 that were forgiven in this period.
Net Loss
During the six months ended January 31, 2015 and 2014, we incurred a net loss of $28,970 and $5,120, respectively, an increase of $23,850 due to the reasons discussed above.
LIQUIDITY AND CAPITAL RESOURCES
As of January 31, 2015 our total assets were comprised of cash balances of $8,034 and our total liabilities were $37,841, comprised of accounts payable of $10,124 and shareholders loans of $27,717. As of July 31, 2014 out total assets were comprised of cash balances of $8,380 and our total liabilities were $9,217 comprising accrued lease expense of $4,000 and a shareholder’s loan of $5,217. Our cash balances have declined slightly due to the payment of general and administrative expenses which were offset by the injection of $22,500 of new shareholder loans. Our lease expense accrual has been forgiven due to the release of the Company from all obligations under the lease agreement.
Stockholders’ deficit was $29,807 and $837 as of January 31, 2015 and July 31, 2014, respectively.
Cash Flows used in Operating Activities
We have not generated positive cash flows from operating activities. For the six months ended January 31, 2015 and 2014, net cash used in operating activities amounted to $22,846 and $5,120, respectively. The cash used in operating activities was used to fund general and administrative expenses prior to the implementation of our business plans.
Cash Flows from (used in) Investing Activities
We neither generated cash from, nor used cash in, investing activities during the six months ended January 31, 2015 and 2014.
Cash Flows from Financing Activities
We have financed our operations primarily from the sale of shares of our common stock or by way of loans from our shareholders. We raised $22,500 and $5,000 in shareholder loans to fund general and administrative expenses during the six months ended January 31, 2015 and 2014, respectively.
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PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds, loans from shareholders and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
CAPITAL EXPENDITURE
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
GOING CONCERN
The independent auditors' report accompanying our July 31, 2014 and July 31, 2013 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM III. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a "smaller reporting company" as defined by Item 8 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM IV. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the 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 Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2015. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the quarter ended January 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS
We have not been involved in any legal proceeding since Inception (December 20, 2012) and we are not aware of any pending or potential legal actions.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No unregistered sales of equity securities were completed in the six month periods ended January 31, 2015 or 2014.
On February 23, 2015, the Company effected a 5-for-1 forward stock split of its issued and outstanding shares of common stock such that each shareholder on such date received five shares of common stock for each share of common stock previously owned.The issuances qualified for exemption under Section 3(a)(9) of the Securities Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No senior securities were issued or outstanding during the three and six month periods ended January 31, 2015 or 2014.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following exhibits are filed as part of this Quarterly Report.
| 31.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | |
| 32.1 | Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. |
| 101.INS | XBRL Instance Document* | |
| 101.SCH | XBRL Taxonomy Extension Schema Document* | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document* | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document* | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document* | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document* |
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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.
| BRISTA CORP. | ||
| Dated: March 13, 2015 | By: | /s/ Joseph Abrams |
| Joseph Abrams, President and Chief Executive Officer and Chief Financial Officer | ||
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