UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2003
-------------------------------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
EXCHANGE ACT
For the transition period from to
------------------------------ --------------------------
Commission file number 00-32691
-------------------------------------------------------
Move Films, Inc.
--------------------------------------------------------------------
(Exact name of small business issuer as
specified in its charter)
Texas 76-0676166
------------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
P.O. Box 6162, Burbank, CA 91510 (Address of
principal executive offices)
(949) 862-5834
Issuer's telephone number
(Former name, former address and former fiscal year, if changed
since last report.)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes ----- No x ---
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date: April 11, 2005 2,817,500
Transitional Small Business Disclosure Format (check one).
Yes ; No X
---- -----
PART I
ITEM 1. FINANCIAL STATEMENTS
MOVE FILMS, INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
September 30, December 31,
2003 2002
------------------ ------------------
Assets: $ - $ -
================== ==================
Liabilities - Accounts Payable $ 2,080 $ 2,080
------------------ ------------------
Stockholders' Equity:
Preferred Stock, par value $.0001, Authorized 20,000,0000 shares, Issued 0
shares at September 30, 2003
and December 31, 2002 - -
Common Stock, par value $.0001,
Authorized 100,000,000 shares, Issued 2,817,500 shares
at September 30, 2003 and December 31, 2002 282 282
Paid-In Capital 3,653 3,653
Deficit Accumulated During the Development Stage (6,015) (6,015)
------------------ ------------------
Total Stockholders' Equity (2,080) (2,080)
------------------ ------------------
Total Liabilities and Stockholders' Equity $ - $ -
================== ==================
See accompanying notes
MOVE FILMS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
since April
2, 2001
Inception
For the three months ended For the nine months ended of
September 30, September 30, development
2003 2002 2003 2002 stage
---------------- ----------------- ---------------- ---------------- ------------------
Revenues: $ - $ - $ - $ - $ -
Expenses: - - - - 6,015
---------------- ----------------- ---------------- ---------------- ------------------
Net Loss $ - $ - $ - $ - $ (6,015)
================ ================= ================ ================ ==================
Basic &
Diluted loss
per share $ - $ - $ - $ -
================ ================= ================ ================
Weighted Average
Shares Outstanding 2,817,500 2,817,500 2,817,500 2,817,500
================ ================= ================ ================
See accompanying notes
MOVE FILMS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
since April 2,
2001
For the nine months ended Inception of
September 30, Development
---------------------------------------
2003 2002 Stage
------------------- ------------------- --------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ - $ - $ (6,015)
Common Stock Issued for Services - - 182
Increase (Decrease) in Accounts Payable - - 2,080
------------------- ------------------- --------------------
Net Cash Used in operating activities - - (3,753)
------------------- ------------------- --------------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing activities - - -
------------------- ------------------- --------------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital Contributed by Shareholder 2,753
Common Stock Issued for Cash - - 1,000
------------------- ------------------- --------------------
Net Cash Provided by
Financing Activities - - 3,753
------------------- ------------------- --------------------
Net (Decrease) Increase in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
at Beginning of Period - - -
------------------- ------------------- --------------------
Cash and Cash Equivalents
at End of Period $ - $ - $ -
=================== =================== ====================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and income taxes $ - $ - $ -
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None
See accompanying notes
MOVE FILMS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Move Films, Inc. (a development
stage company) is presented to assist in understanding the Company's financial
statements. The accounting policies conform to generally accepted accounting
principles and have been consistently applied in the preparation of the
financial statements.
Going Concern
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States, which
contemplates the Company as a going concern. However, the Company has sustained
substantial operating losses in recent years and has used substantial amounts of
working capital in its operations. Realization of the assets reflected on the
accompanying balance sheet is dependent upon continued operations of the Company
which, in turn, is dependent upon the Company's ability to meet its financing
requirements and succeed in its future operations. Management believes that
actions presently being taken to revise the Company's operating and financial
requirements provide them with the opportunity for the Company to continue as a
going concern.
Interim Reporting
The unaudited financial statements as of September 30, 2003 and for the
three and six month period then ended reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
fairly state the financial position and results of operations for the three and
six months. Operating results for interim periods are not necessarily indicative
of the results which can be expected for full years.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Texas on
April 2, 2001 under the name ILN Pelham Corporation to serve as a vehicle to
effect a merger, exchange of capital stock, asset acquisition, or other business
combination with a domestic or foreign private business. Since April 2, 2001,
the Company is in the development stage, and has not commenced planned principal
operations.
The Company entered into a business combination and acquired all of the
assets and liabilities of The Expresso Express, on October 2, 2001, pursuant to
an agreement and plan of reorganization.
MOVE FILMS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
The Expresso Express was a sole proprietorship formed on September 14,
2001, created to engage in the drive-thru espresso business. Subsequent to the
Agreement and Plan of Reorganization, the name ILN Pelham Corporation was
changed to Expresso Express, Inc. The agreement and plan of reorganization set
forth that Pelham would issue 20,000,000 shares to the owner of The Expresso
Express. This business combination was accounted for as a purchase.
Pursuant to an agreement and plan of reorganization dated December 31,
2001, the Company acquired all the assets of Motion Entertainment Group, a
California partnership, and commenced the business operations formally conducted
by Motion. The Company subsequently changed its name from Expresso Express, Inc.
to Move Films, Inc. and discontinued all of its business activities in the
drive-thru espresso business. This business combination was accounted for as a
purchase. As part of that combination, the 20,000,000 shares of stock issued in
the Expresso Express transaction were returned to the Company and canceled.
Motion Entertainment Group was formed to engage in the business of
development, production and distribution of full length feature film properties.
The agreement and plan of reorganization required the Company to issue
15,000,000 shares to the general partners of Motion Entertainment Group in
exchange for the 20,000,000 shares held by Jennifer Baker and Simon Gaunt,
former directors which were then canceled.
On January 2, 2002, the Company agreed to cancel the plan of
reorganization with Motion and the 15,000,000 shares to be issued in that
transaction were canceled as of December 31, 2001.
Nature of Business
The Company has no products or services as of September 30, 2003. The
Company was organized as a vehicle to seek merger or acquisition candidates. The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
MOVE FILMS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Loss per Share
Basic loss per share has been computed by dividing the loss for the
year applicable to the common stockholders by the weighted average number of
common shares outstanding during the years. There were no common equivalent
shares outstanding at September 30, 2003 and 2002.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required 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 of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements.
NOTE 2 - INCOME TAXES
As of September 30, 2003, the Company had a net operating loss
carryforward for income tax reporting purposes of approximately $6,000 that may
be offset against future taxable income through 2022. Current tax laws limit the
amount of loss available to be offset against future taxable income when a
substantial change in ownership occurs. Therefore, the amount available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the carryforwards will expire unused. Accordingly, the potential tax
benefits of the loss carryforwards are offset by a valuation allowance of the
same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.
MOVE FILMS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 - COMMITMENTS
As of September 30, 2003, all activities of the Company have been
conducted by corporate officers from either their homes or business offices.
Currently, there are no outstanding debts owed by the company for the use of
these facilities and there are no commitments for future use of the facilities.
NOTE 5 - COMMON STOCK TRANSACTIONS
The Company issued 5,000,000 shares of common stock to ILN Industries,
LLC for a total value of $1,000 on April 2, 2001. On October 2, 2001, ILN
Industries, LLC returned the 5,000,000 shares to the Company for cancellation.
The Company issued 5,000,000 shares of common stock to ILN Industries,
LLC for a total value of $1,000 on October 2, 2001. On January 2, 2002, ILN
Industries, LLC returned 4,000,000 shares to the company for cancellation.
During October, 2001, 20,000,000 shares were issued pursuant to a plan
of reorganization for a total of $2,000. The 20,000,000 shares were later
returned for cancellation in December, 2001, and 15,000,000 shares were issued
under the plan of reorganization dated December 31, 2001, in exchange for total
assets of $7,800,000. The plan of reorganization dated December 31, 2001, was
later rescinded, the 15,000,000 shares were returned for cancellation, effective
December 31, 2001, and the $7,800,000 in assets were never received.
NOTE 7 - STOCK INCENTIVE PLAN
During the period ended December 31, 2001, the Company adopted a Stock
Incentive Plan and issued 1,817,500 pursuant to the Stock Incentive Plan. The
purpose of the plan is to assist in attracting and retaining key employees,
non-employee directors and consultants to achieve long-term corporate
objectives. Theses shares were recorded at a par value of $0.0001. In connection
with issuance of the shares, $182 was recorded as consulting expense.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This Quarterly Report contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which are
intended to be covered by the safe harbors created thereby. Investors are
cautioned that all forward-looking statements involve risks and uncertainty,
including without limitation, the ability of the Company to continue its
expansion strategy, changes in costs of raw materials, labor, and employee
benefits, as well as general market conditions, competition and pricing.
Although the Company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this Quarterly Report will prove to
be accurate. In light of the significant uncertainties inherent in the forward-
looking statements included herein, the inclusion of such information should not
be regarded as a presentation by the Company or any other person that the
objectives and plans of the Company will be achieved.
As used herein the term "Company" refers to Move Films, Inc., a Nevada
corporation and its predecessors, unless the context indicates otherwise. The
Company is currently a shell company whose purpose is to acquire operations
through an acquisition or merger or to begin its own start-up business.
The Company is in the process of attempting to identify and acquire a
favorable business opportunity. The Company has reviewed and evaluated a number
of business ventures for possible acquisition or participation by the Company.
The Company has not entered into any agreement, nor does it have any commitment
or understanding to enter into or become engaged in a transaction as of the date
of this filing. The Company continues to investigate, review, and evaluate
business opportunities as they become available and will seek to acquire or
become engaged in business opportunities at such time as specific opportunities
warrant.
PLAN OF OPERATIONS
The Company had no sales or sales revenues for the three and six months
ended September 30, 2003 or 2002 because it is a shell company that has not
commenced plan business operations.
The Company had no costs of sales revenues for the three and six months
ended September 30, 2003 or 2002 because it is a shell company that has not had
any business operations. The Company had general and administrative expenses of
$0 and $0 for the three and six month period ended September 30, 2003 and $0 and
$0 for the same period in 2002.
CAPITAL RESOURCES AND LIQUIDITY
At September 30, 2003, the Company had total current assets of $0 and
total assets of $0 as compared to $0 current assets and $0 total assets at
December 31, 2002. The Company had a net working capital deficit of $2,080 at
September 30, 2003 and $2,080 at December 31, 2002.
Net stockholders' deficit in the Company was $2,030 as of September 30,
2003 and $2,030 at December 31, 2002.
ITEM 3. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer are
responsible for establishing and maintaining disclosure controls and procedures
for the Company.
(a) Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company carried
out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's President, of the
effectiveness of the design and operation of the Company's disclosure
controls and procedures pursuant to Rule 13a-15 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Based upon the
evaluation, the Company's President concluded that, as of the end of
the period, the Company's disclosure controls and procedures were
effective in timely alerting him to material information relating to
the Company required to be included in the reports that the Company
files and submits pursuant to the Exchange Act.
(b) Changes in Internal Controls
Based on his evaluation as of September 30, 2003, there were no
significant changes in the Company's internal controls over financial reporting
or in any other areas that could significantly affect the Company's internal
controls subsequent to the date of his most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None/Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None/Not Applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A) EXHIBITS
2.1.* Agreement and Plan of Reorganization between ILN Pelham Corporation and
The Expresso Express (incorporated by reference to Form 8-K/A filed on
12/14/2001).
2.2.* Agreement and Plan of Reorganization between Expresso Express, Inc and
Motion Entertainment Group (incorporated by reference to Form 8-K/A
filed on 3/15/2002).
2.3.* Agreement and Rescission between Motion Entertainment Group and
Expresso Express, Inc. dated January 2, 2002, rescinding Agreement and
Plan of Reorganization
3.1.* Articles of Incorporation of ILN Pelham Corporation (incorporated by
reference to Form 10SB12G filed on 5/08/2001).
3.2.* Bylaws of ILN Pelham Corporation (incorporated by reference to Form
10SB12G filed on 5/08/2001).
3.3.* Certificate of Amendment to Articles of Incorporation of ILNPelham
Corporation (incorporated by reference to Form 8-K/A filed on
12/14/2001).
3.4.* Certificate of Amendment to Articles of Incorporation of Expresso
Express, Inc (incorporated by reference to Form 8-K/A filed on
3/15/2002).
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act
32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act
32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act
* Exhibits were previously filed
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, this 25th day of April, 2005.
Move Films, Inc.
Dated: April 25, 2005
By: /s/ Stephen Stotesbery
------------------------------------
Stephen Stotesbery
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Terence O'Keefe
------------------------
Terence O'Keefe
Secretary/Treasurer and Director
(Principal Financial and Accounting