SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
__________________
FOR QUARTER ENDED JANUARY 31, 1996 COMMISSION FILE NO. 33-19324
STAR RESOURCES, INC.
(Exact name of registrant as specified in charter)
DELAWARE 75-0223079
______________________________________ ___________________
(State or other jurisdiction (IRS Employer Identification No.)
at incorporation)
5420 LBJ FREEWAY SUITE 540
DALLAS, TEXAS 75240
______________________________________ ___________________
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (214)770-2255
____________________________
________________________________________________________________________________
(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 X NO
_______ _______
As of March 11, 1996, there were outstanding 41,426,186 shares of common stock,
$.001 par value.
This report consists of 11 pages.
STAR RESOURCES, INC.
January 31, 1996
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION 2
Item 1. Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 3
PART II. OTHER INFORMATION 4
Item 1. Legal Proceedings. 4
Item 2. Changes in Securities 4
Item 3. Default Upon Senior Securities 4
Item 4. Submission of Matters to a Vote of Security Holders 4
Item 5. Other Information 4
Item 6. Exhibits and Reports on Form 8-K. 4
SIGNATURES 5
FINANCIAL STATEMENTS 6
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The financial statements of the Company as of and for the quarter ended January
31, 1996 begin on the page following the signature page.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JANUARY 31, 1996 AS COMPARED TO THREE MONTHS ENDED
JANUARY 31, 1995
The Company had no operations during the quarter ended January 31, 1996.
NINE MONTHS ENDED JANUARY 31, 1996 AS COMPARED TO THE NINE MONTHS ENDED
JANUARY 31, 1995
On May 1, 1995, the Company transferred the ownership of its wholly owned
subsidiary, New View Broadcasting, Inc., a South Carolina corporation ("New
View") to Lawrence E. Steinberg, the majority stockholder of the Company. New
View owns a television station in Charleston, South Carolina. The subsidiary
comprises all of the revenue producing assets of the Company. The Company also
transferred a judgment held by the Company against Gerald Arthur, former officer
and director of the Company, and Christopher Arthur, former director and
stockholder of the Company. As consideration for the subsidiary stock and the
judgment, Mr. Steinberg agreed to release the Company from its obligations as
guarantor of Mr. Steinberg's loans to New View in the amount of $1,682,095.
On or about August 14, 1995, the Company distributed its investment in
Preferred/telecom, Inc. as a dividend to the shareholders of the Company. See
forms 10-KSB-A for the year ended April 30, 1995 and Form 8-K dated May 12, 1995
and form 8-K-A dated August 29, 1995.
Following these transactions, Star's only assets were a minimal amount of cash
and the company had no operations during the nine months ended January 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company has no significant assets or sources of revenue and is solely
dependent on the willingness and ability of its major stockholder to fund any
business operations. In June, 1995, the major stockholder loaned the company
$18,000 to facilitate an investment in Preferred/telecom, inc., a Delaware
corporation ("Preferred/telecom"). The Board of Directors of the Company
approved the distribution of those shares of Preferred/telecom, Inc. as a
dividend to the shareholders of the Company, which was effected on or about
August 14, 1995. See forms 10-KSB-A for the year ended April 30, 1995 and Form
8-K dated May 12, 1995 and form 8-K-A dated August 29, 1995.
3
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None
ITEM 2. CHANGES IN SECURITIES.
None
ITEM 3. DEFAULT 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 REPORTS ON FORM 8-K.
None
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report to be signed on its behalf by
the undersigned thereunto duly authorized.
STAR RESOURCES, INC.
(Registrant)
Date: March 11, 1996 By: /s/ Lawrence E. Steinberg
---------------- ---------------------------
Lawrence E. Steinberg, Chief Executive Officer
Principal Executive Officer
Date: March 11, 1996 By: Michael A. Hershman
---------------- ---------------------------
Michael A. Hershman, Treasurer
Principal Financial Officer
5
STAR RESOURCES, INC.
FINANCIAL STATEMENTS
AS OF AND FOR THE PERIOD ENDED JANUARY 31, 1996
(UNAUDITED)
6
STAR RESOURCES, INC.
(Audited and consolidated as of April 30, 1995; Unaudited as of
January 31, 1996)
See Notes
January 31, April 30,
1996 1995
--------------------------
ASSETS
- ------
Current Assets
Cash $ 127 $ 33,634
Accounts receivable, net of allowance for
uncollectible accounts of $23,600 at
April 30, 1995 - 105,150
Broadcast rights - 130,721
--------------------------
Total Current Assets $ 127 $269,505
Property and Equipment, at cost net of
depreciation - 163,191
Other Assets
Investment in unconsolidated affiliate - 334,858
Broadcast rights, net of amortization - 179,580
Other - 7,752
--------------------------
$ 127 $954,886
==========================
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities
Accounts payable and accrued expenses 637 194,292
Contracts payable for broadcast rights - 322,942
Advance from stockholders - 17,000
Loan from stockholder 18,400 1,682,095
--------------------------
Total Current Liabilities 19,037 2,216,329
Contracts payable for broadcast rights - 124,612
--------------------------
Total Liabilities 19,037 2,340,941
Preferred stock- $.01 par value
Authorized -1,000,000 shares - -
Issued and outstanding-none
Common stock-$.001 par value
Authorized -120,000,000 shares
Issued and outstanding-40,876,186
April 30, 1995;
41,426,186 issued and outstanding
January 31, 1996 41,426 40,876
Additional paid-in capital 299,444 294,492
Retained deficit (359,780) (1,721,423)
--------------------------
Total Stockholders' Equity (Deficit) ($18,910) ($1,386,055)
--------------------------
$ 127 $ 954,886
==========================
7
STAR RESOURCES, INC.
Statements of Operations
Unaudited; Consolidated for the period ending January 31, 1995
Three months ended Nine months ended
January 31, January 31,
1996 1995 1996 1995
-------------------- --------------------
Advertising $ 0 $ 174,501 $ 0 $ 482,581
Other 0 194,833 0 495,428
-------------------- --------------------
Total Revenue $ 0 $ 369,334 $ 0 978,009
-------------------- --------------------
Expenses:
Accounting fees $ 0 $ 6,000 $ 0 26,590
Administration 637 48,489 637 99,304
Advertising and promotion 0 86,224 0 166,590
Agency Commissions 0 10,273 0 33,072
Consulting fees 0 19,747 0 20,570
Depreciation 0 11,324 0 33,140
Insurance 0 6,639 0 20,713
Interest 0 31,647 0 91,694
Legal 0 1,504 398 14,408
Programming 0 145,386 0 419,211
Rents 0 16,500 0 49,500
Salaries and wages 0 93,790 0 265,004
Supplies 0 5,426 0 21,041
Taxes 0 24,137 0 44,093
Telephone 0 4,662 0 15,721
Travel 0 5,860 0 12,901
Utilities 0 4,038 0 17,842
Other 0 12,634 340 35,374
-------------------- --------------------
Total Expenses 637 534,278 1,375 1,386,766
Net Income (Loss) ($637) ($164,944) ($1,375) ($408,757)
==================== ====================
Weighted Average loss
per share ($0.0000) ($0.0040) ($0.0000) ($0.0098)
==================== ====================
8
STAR RESOURCES, INC.
Statements of Cash Flows
Unaudited; Consolidated for the period ending January 31, 1995
Nine months ended
January 31,
1995 1995
------------------------
Net loss (1,375) (714,548)
Adjustments to reconcile net loss to net cash used
Accounts receivable 0 (134,368)
Accounts payable and accrued expenses 637 54,902
Depreciation and amortization 0 281,289
Accrued interest 0 180,117
------------------------
Net cash used (738) (332,608)
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Proceeds from security deposit 0 160,000
Proceeds used for equipment and furniture 0 (75,256)
Proceeds used for leasehold improvements 0 (4,900)
Proceeds from prepaid insurance 0 24,384
Proceeds used for prepaid insurance 0 (15,290)
Proceeds used for programming 0 (71,292)
Proceeds used for investments (24,000) -
------------------------
Net cash from (used) in investing (24,000) 17,645
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from shareholders 18,400 601,000
Proceeds from issuance of common stock 550 0
Proceeds from cancellation of common stock 0 (1,940)
Proceeds from paid in capital 4,950 0
Programming notes payable 0 443,764
Payment of programming notes 0 (488,697)
Payment of shareholder loans 0 (300,000)
------------------------
Net cash used in financing 23,900 254,127
------------------------
Net increase (decrease) in cash (838) (60,836)
CASH AT BEGINNING OF PERIOD 964 (1,470)
------------------------
CASH AT END OF PERIOD $ 126 ($62,306)
========================
9
STAR RESOURCES, INC.
Statements of Changes in Stockholders' Equity
Unaudited; Consolidated through April 30, 1995
Additional Total
Common Stock Paid-in Retained Stockholders'
Shares Amount Capital Deficit Equity
------------------------------------------------------------------------------------
Balance April 30, 1994 42,815,989 42,816 292,552 (1,298,549) (963,181)
Net loss for the quarter
ended July 31, 1994 - - - (134,497) (134,497)
------------------------------------------------------------------------------------
Balance July 31, 1994 42,815,989 $ 42,816 $ 292,552 ($1,433,046) ($1,097,678)
Shares returned and canceled (1,939,803) (1,940) 1940 0
Net loss for the quarter
ended October 31, 1994 - - - (5,410) (5,410)
------------------------------------------------------------------------------------
Balance October 31, 1994 40,876,186 $ 40,876 $ 294,492 ($1,438,456) ($1,103,088)
Net loss for the quarter
ended January 31, 1995 - - - (165,883) (165,883)
------------------------------------------------------------------------------------
Balance January 31, 1995 40,876,186 40,876 294,492 (1,604,339) (1,268,971)
Net loss for the quarter
ended April 30, 1995 - - - (117,084) (117,084)
------------------------------------------------------------------------------------
Balance April 30, 1995 40,876,186 40,876 294,492 (1,721,423) (1,386,055)
Exersize of stock options 550,000 550 4,950 5,500
Elimination of investment
in New View Broadcasting, Inc. 1,387,019 1,387,019
Net income for the quarter
ended July 31, 1995 - - - (765) (765)
------------------------------------------------------------------------------------
Balance July 31, 1995 41,426,186 41,426 299,442 (335,169) 5,699
Net income for the quarter
ended October 31, 1995 - - - 26 26
Dividend distribution - - - (24,000) (24,000)
------------------------------------------------------------------------------------
Balance October 31, 1995 41,426,186 $ 41,426 $ 299,442 ($359,143) ($18,275)
Net loss for the quarter
ended January 31, 1996 - - - -637 ($637)
------------------------------------------------------------------------------------
Balance January 31, 1996 41,426,186 41,426 299,442 (359,780) ($18,912)
====================================================================================
10
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1- BASIS OF FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB and 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 accruals)
considered necessary for a fair presentation have been included. Operating
results for the three months ended January 31, 1996 are not necessarily
indicative of the results that may be expected for the year ending April
30, 1996. For further information, refer to the financial statements and
management's discussion and analysis of results of operations and financial
condition included in the Company's report on Form 10-KSB.
11