UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 November 30, 1999 ------------------------------------------------- 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 --------------------------------------------------------- 5 STARLIVING ONLINE, INC. (Exact name of registrant as specified in its charter) Delaware 33-0814123 - --------------------------------------- -------------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 10612 Aquaway South, Seattle, Washington 98168 ------------------------------------------------------ (Address of principal executive offices) (206) 261-3231 ------------------------------------------------------ (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 ___ 4,250,000 Common Shares were outstanding as of November 30, 1999 5 STARLIVING ONLINE, INC. I N D E X Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed Balance Sheet November 30, 1999 (Unaudited) 3 Statements of Income Three months ended November 30, 1999 (Unaudited) 4 Statement of Stockholders' Equity For the quarter ended November 30, 1999 5 Condensed Statements of Cash Flows Three months ended November 30, 1999 6 Selected Notes to Condensed Financial Statements (Unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. OTHER INFORMATION 9 Part I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS 5 STARLIVING ONLINE INC (A DEVELOPMENT STAGE CORPORATION ) BALANCE SHEET SEPTEMBER 1/99 - NOVEMBER 30/99 ASSETS CURRENT ASSETS: CASH: $18,290.00 TOTAL CURRENT ASSETS: $18,290.00 TOTAL ASSETS: $18,290.00 LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES $ -0- COMMITMENTS & CONTINGENCIES $ -0- STOCKHOLDERS EQUITY PREFERRED STOCK 20,000,000 SHARES AUTHORIZED, $0.0001 PAR VALUE NO SHARES ISSUED AND OUTSTANDING. COMMON STOCK, 80,000,000 SHARES AUTHORIZED, $0.0001 PAR VALUE 4,250,000 SHARES ISSUED AND OUTSTANDING. $ 425.00 ADDITIONAL PAID-IN-CAPITAL $59,575.00 DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE ($41,710.00) TOTAL STOCKHOLDERS EQUITY $18,290.00 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $18,290.00 1 5 STARLIVING ONLINE, INC. (A DEVELOPMENT STAGE CORPORATION) STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT September 1,1999 - November 30, 1999 REVENUES $ - EXPENSES Consulting $ - Filing fees $ 710 Legal and professional $ 5,000 Office expenses $ 764 Transfer agent $ 363 TOTAL EXPENSES $ 6,837 NET LOSS FROM OPERATIONS $ 6,837 INCOME TAXES $ - NET LOSS ($ 6,837) ACCUMULATED DEFICIT, BEGINNING BALANCE ($34,873) ACCUMULATED DEFICIT, ENDING BALANCE ($41,710) NET LOSS PER SHARE -0.001 2 5 STARLIVING ONLINE, INC. (A DEVELOPMENT STAGE CORPORATION) STATEMENT OF STOCKHOLDERS' EQUITY For the quarter ended November 30, 1999 Common Stock ------------------------ Additional Total Number Paid-In Accumulated Stockholders' of Shares Amount Capital Deficit Equity --------- ------ ------- ------- ------ Issuance of common stock for cash at $.0025 per share 40,000 $ 4 $ 96 $ - $ 100 Issuance of common stock from sale of private placement for cash at $.0025 per share 3,960,000 396 9,504 - 9,900 Issuance of common stock from sale of private placement for cash at $.20 per share 250,000 25 49,975 - 50,000 Loss for quarter ending, November 30, 1999 - - - (41,710) (41,710) --------- ---- --------- -------- - ------- Balance November 30, 1999 4,250,000 $425 $ 59,575 $(41,710) $ 18,290 ========= ==== ========= ======== ======== 3 5 STARLIVING ONLINE, INC. (A DEVELOPMENT STAGE CORPORATION) INCOME STATEMENT September 1,1999 - November 30, 1999 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(6,837) ------- Net cash (used) in operating activities (6,837) ------- CASH FLOWS FROM INVESTING ACTIVITIES - ------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from sale of common stock 60,000 ------- Net cash provided by financing activities 60,000 ------- Change in cash 6,837 Cash, beginning of period 25,127 ------- Cash, end of period $18,290 ======= Supplemental disclosures: Interest paid $ - ======= Income taxes paid $ - ======= The accompanying notes are an integral part of these financial statements. 4 5 STARLIVING ONLINE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Note 1. Condensed Financial Statements: The condensed balance sheet as of November 30, 1999, the statement of operations for the three-month period ended November 30, 1999 and the condensed statement of cash flows for the three-month periods then ended 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 changes in cash flows at November 30, 1999 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles 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 May 31, 1999 audited financial statements. The results of operations for the period ended November 30, 1999 are not necessarily indicative of the operating results for the full year. 5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS The company has devoted all of its efforts in the past 3 months in refining its database program. There has been no income in quarter ended November 30, 1999. There were expenses of $6,837, for a net loss in the quarter ended November 30, 1999 of $6,837, or, $.001 per share. 6 PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company is aware of no legal proceeding which is pending or threatened to which the Company is a party or of which its property is subject. Item 6. Exhibits and Reports on Form 8-K (b) No reports on Form 8-K were filed during the three months ended November 30, 1999. 7 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 5 STARLIVING ONLINE, INC. Date January 14, 2000 By: /s/ Paul Hayward ------------------------------------- President and Director 8