U.S. 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 March 31, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from _________to_________
Commission file number 0-32067
Big Sky Industries I, Inc.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 59-3646899
- -------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
609 Kiowa, McKinney, Texas 75071
--------------------------------------------------------
(Address of principal executive offices)
(817)-881-0252
-----------------------------------
(Issuer's telephone number)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS 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 [ ]
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 practicable date: As of May 8, 2008, 1,050,000 shares
of the registrant's common stock, $.001 par value, issued and outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
BIG SKY INDUSTRIES I, INC.
(A Development Stage Company)
FORM 10-QSB
March 31, 2008
INDEX Page Number
PART 1- FINANCIAL INFORMATION
Item 1 - Financial Statements
Balance Sheet as of March 31, 2008 (unaudited) 2
Statements of Operations for the three and six months ended
March 31, 2008 and 2007 and the period of inception January 31,
2000 to March 31, 2008 (unaudited) 3
Statements of Cash Flows for the six months ended March 31, 2008
and 2007 and the period of inception January 31, 2000 to March
31, 2008 (unaudited) 4
Notes to Financial Statements (unaudited) 5
Item 2 - Management's Discussion and Analysis or Plan of Operation 10
Item 3- Controls and Procedures 12
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 12
Item 2 - Changes in Securities 12
Item 3 - Defaults upon Senior Securities 12
Item 4 - Submission of Matters to a Vote of Security Holders 12
Item 5 - Other Information 12
Item 6 - Exhibits and Reports on Form 8-K 13
Signatures 13
- --------------------------------------------------------------------------------
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIG SKY INDUSTRIES I, INC.
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
March 31,
2008
---------
ASSETS
Cash $ --
TOTAL ASSETS $ --
=======
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Advances payable $ 10,250
Accrued expenses 3,568
-------
TOTAL LIABILITIES 13,818
-------
STOCKHOLDERS' DEFICIT
Preferred stock, no par value; 5,000,000 shares authorized,
500,000 shares issued and outstanding 5,000
Common stock, $.001 par value, 50,000,000 shares authorized,
1,050,000 shares issued and outstanding 1,050
Additional paid-in capital 187
Deficit accumulated during the development stage (20,055)
-------
TOTAL STOCKHOLDERS' DEFICIT (13,818)
-------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ --
=======
The accompanying notes are an integral part of these financial statements.
Page 2
- --------------------------------------------------------------------------------
BIG SKY INDUSTRIES I, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Period From
January 31,
2000
Three Months Ended Six Months Ended (Inception) to
March 31, March 31, March 31,
----------------------- ----------------------- -----------
2008 2007 2008 2007 2008
---------- ---------- --------- ---------- -----------
Revenues $ -- $ -- $ -- $ -- $ --
General and administrative expenses (6,250) -- (6,250) -- 20,055
---------- ---------- --------- ---------- -----------
Operating loss (6,250) -- (6,250) -- (20,055)
Provision for income taxes -- -- -- -- --
---------- ---------- --------- ---------- -----------
Net loss $ (6,250) $ -- $ (6,250) $ -- $ (20,055)
========== ========== ========= ========== ===========
Basic and diluted loss per share $ (0.006) $ (0.000) $ (0.006) $ (0.000)
========== ========== ========= ==========
Weighted average number of common
shares outstanding
(basic and diluted) 1,050,000 1,050,000 1,050,000 1,050,000
========== ========== ========= ==========
The accompanying notes are an integral part of these financial statements.
Page 3
- --------------------------------------------------------------------------------
BIG SKY INDUSTRIES I, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
Period From
January 31,
Six Months Ended 2000
March 31, (Inception) to
------------------------ March 31,
2008 2007 2008
----------- ----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (6,250) -- $ (20,055)
Adjustments to reconcile net loss to net
cash used by operating activities:
Preferred stock exchanged for services 5,000 -- 5,000
Common stock exchanged for services -- -- 50
Decrease in cash in bank deficit -- -- --
Increase in accrued liabilities 1,250 -- 13,818
---------- ----------- -------
NET CASH USED BY OPERATING ACTIVITIES $ -- -- (1,187)
---------- ----------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock -- -- 1,000
Contribution of capital by shareholders -- -- 187
---------- ----------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- 1,187
---------- ----------- -------
NET INCREASE (DECREASE) IN CASH -- -- --
CASH AND EQUIVALENTS - BEGINNING OF PERIOD -- -- --
---------- ----------- -------
CASH AND EQUIVALENTS - END OF PERIOD $ -- $ -- $ --
========== =========== =======
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for interest $ -- $ -- $ --
========== =========== =======
Cash paid during the period for income taxes $ -- $ -- $ --
========== =========== =======
The accompanying notes are an integral part of these financial statements.
Page 4
- -------------------------------------------------------------------------------
BIG SKY INDUSTRIES I, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTY:
The unaudited financial statements have been prepared by the Company, pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted pursuant to such SEC rules and regulations; nevertheless, the Company
believes that the disclosures are adequate to make the information presented not
misleading. These financial statements and the notes hereto should be read in
conjunction with the financial statements and notes thereto included in the
Company's Form 10-KSB for the year ended September 30, 2007, which was filed
January 7, 2008. In the opinion of the Company, all adjustments, including
normal recurring adjustments necessary to present fairly the financial position
of Big Sky Industries I, Inc. as of March 31, 2008 and the results of its
operations and cash flows for the six months then ended, have been included. The
results of operations for the interim period are not necessarily indicative of
the results for the full year.
Big Sky Industries I, Inc. was incorporated in Florida on January 31, 2000. On
November 16, 2007, the Company was redomiciled as a Nevada corporation. The
company was organized as a "shell" company and conducts virtually no business
operation, other than investigating opportunities to associate with a suitable
business partner and identifying merger partners or acquisition candidates. The
Company is a development stage enterprise, as defined by Financial Accounting
Standards, ("FAS") No 7, "Accounting and Reporting by Development Stage
Enterprises."
The financial statements of the Company have been prepared assuming that the
Company will continue as a going concern. However, since inception the Company
has a loss from operations of approximately $20,000. Cash losses from operations
since inception have been approximately $1,200. The Company has a working
capital deficiency of $13,818 at March 31, 2008.
In light of the Company's current financial position and the uncertainty of
raising sufficient capital to achieve its business plan, there is substantial
doubt about the Company's ability to continue as a going concern.
There have been no changes in accounting policies used by the Company during the
quarter ended March 31, 2008.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Management 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 dates of the financial statements and
the reported amounts of operating expenses during the reporting periods. Actual
results could differ from these estimates.
Cash and cash flows
- -------------------
For purposes of the statements of cash flows, cash includes demand deposits and
time deposits with maturities of less than three months. None of the Company's
cash is restricted.
The Company has not maintained any cash accounts which exceed federally insured
limits. Management believes that the Company does not have significant credit
risk related to its cash accounts.
Page 5
- --------------------------------------------------------------------------------
BIG SKY INDUSTRIES I, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair value of financial instruments
- -----------------------------------
In accordance with the reporting requirements of SFAS No. 107, Disclosures About
Fair Value of Financial Instruments, the Company calculates the fair value of
its assets and liabilities which qualify as financial instruments under this
statement and includes this additional information in the notes to the financial
statements when the fair value is different than the carrying value of those
financial instruments. At March 31, 2008, the Company did not have any financial
instruments.
Stock Based Compensation
- ------------------------
Effective September 30, 2005, the Company adopted Statement of Financial
Accounting Standards (SFAS) 123R, Share-Based Payment, using the modified
prospective method. This statement requires the Company to recognize
compensation cost based on the grant date fair value of options granted to
employees and directors.
Recent accounting pronouncements
- --------------------------------
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes (FIN 48). FIN 48 clarifies the accounting for income
taxes by prescribing a minimum probability threshold that a tax position must
meet before a financial statement benefit is recognized. The minimum threshold
is defined in FIN 48 as a tax position that is more likely than not to be
sustained upon examination by the applicable taxing authority, including
resolution of any related appeals or litigation processes, based on the
technical merits of the position. The tax benefit to be recognized is measured
as the largest amount of benefit that is greater than fifty percent likely of
being realized upon ultimate settlement. FIN 48 must be applied to all existing
tax positions upon initial adoption. The cumulative effect of applying FIN 48 at
adoption, if any, is to be reported as an adjustment to opening retained
earnings for the year of adoption. FIN 48 is effective for the Company's year
end 2007, although early adoption is permitted. The Company is assessing the
potential effect of FIN 48 on its financial statements.
In February 2006, the FASB issued SFAS 155, "Accounting for Certain Hybrid
Financial Instruments." This Statement amends FASB Statements No. 133,
Accounting for Derivative Instruments and Hedging Activities, and No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities. This
Statement resolves issues addressed in Statement 133 Implementation Issue No.
Dl, "Application of Statement 133 to Beneficial Interests in Securitized
Financial Assets." This Statement:
a) Permits fair value re-measurement for any hybrid financial instrument
that contains an embedded derivative that otherwise would require
bifurcation.
b) Clarifies which interest-only strips and principal-only strips are not
subject to the requirements of Statement 133.
c) Establishes a requirement to evaluate interests in securitized financial
assets to identify interests that are freestanding derivatives or that are
hybrid financial instruments that contain an embedded derivative requiring
bifurcation.
d) Clarifies that concentrations of credit risk in the form of
subordination are not embedded derivatives.
e) Amends Statement 140 to eliminate the prohibition on a qualifying
special-purpose entity from holding a derivative financial instrument that
pertains to a beneficial interest other than another derivative financial
instrument.
Page 6
- --------------------------------------------------------------------------------
BIG SKY INDUSTRIES I, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The fair value election provided for in paragraph 4(e) of this Statement may
also be applied upon adoption of this Statement for hybrid financial instruments
that had been bifurcated under paragraph 12 of Statement 133 prior to the
adoption of this Statement. Earlier adoption is permitted as of the beginning of
our fiscal year, provided we have not yet issued financial statements, including
financial statements for any interim period, for that fiscal year. Provisions of
this Statement may be applied to instruments that we hold at the date of
adoption on an instrument-by-instrument basis.
Adoption of this Statement is required as of the beginning of the first fiscal
year that begins after September 15, 2005. The adoption of this statement is not
expected to have a material impact on the company's financial statements.
In March 2006, The FASB issued SEAS 156, "Accounting for Servicing of Financial
Assets." This Statement amends FASB Statement No. 140, Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities, with
respect to the accounting for separately recognized servicing assets and
servicing liabilities. This Statement:
a) Requires an entity to recognize a servicing asset or servicing liability
each time it undertakes an obligation to service a financial asset by
entering into a servicing contract in certain situations.
b) Requires all separately recognized servicing assets and servicing
liabilities to be initially measured at fair value, if practicable.
c) Permits an entity to choose either the amortization method or the fair
value measurement method for each class of separately recognized servicing
assets and servicing liabilities.
d) At its initial adoption, permits a one-time reclassification of
available-for-sale securities to trading securities by entities with
recognized servicing rights, without calling into question the treatment of
other available-for-sale securities under Statement 115, provided that the
available-for-sale securities are identified in some manner as offsetting
the entity's exposure to changes in fair value of servicing assets or
servicing liabilities that a servicer elects to subsequently measure at
fair value.
e) Requires separate presentation of servicing assets and servicing
liabilities subsequently measured at fair value in the statement of
financial position and additional disclosures for all separately recognized
servicing assets and servicing liabilities.
Adoption of this Statement is required as of the beginning of the first fiscal
year that begins after September 15, 2006. The adoption of this statement is not
expected to have a material impact on the company's financial statements.
In September 2006, the FASB issued Statement No. 157, "Fair Value Measurements."
This Statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles and expands disclosure about
fair value measurement. The implementation of this guidance is not expected to
have any impact on the company's financial statements.
In September 2006, the FASB issued Statement of Financial Accounting Standards
No. 158, "Employers' Accounting for Defined Benefit Pension and Other
Postretirement Plans, an amendment of PASS Statements No. 87, 106, and 132(R)"
("SFAS No. 158"). SFAS No. 158 requires companies to recognize a net liability
or asset and an offsetting adjustment to accumulate other comprehensive income
to report the funded status of defined benefit pension and other postretirement
benefit plans. SFAS No. 158 requires prospective application, recognition and
disclosure requirements effective for the company's fiscal year ending December
31, 2007. Additionally, SFAS No. 158 requires companies to measure plan assets
and obligations at their year-end balance sheet date. This requirement is
effective for the company's fiscal year ending December 31, 2009. The company is
currently evaluating the impact of the adoption of SFAS No. 258 and does not
expect that it will have a material impact on its financial statements.
Page 7
- --------------------------------------------------------------------------------
BIG SKY INDUSTRIES I, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In September 2006, the United States Securities and Exchange Commission ("SEC"),
adopted SAB No. 108, "Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements." This SAB
provides guidance on the consideration of the effects to prior year
misstatements in quantifying current year misstatements for the purpose of a
materiality assessment. SAB 108 establishes an approach that requires
quantification of financial statement errors based on the effects of each of the
company's balance sheet and statement of operations financial statements and the
related financial statement disclosures. The SAB permits existing public
companies to record the cumulative effect of initially applying this approach in
the first year ending after November 15, 2006 by recording the necessary
correcting adjustments to the carrying values of assets and liabilities as of
the beginning of that year with the offsetting adjustment recorded to the
opening balance of retained earnings. Additionally, the use of the cumulative
effect transition method requires detailed disclosure of the nature and amount
of each individual error being corrected through the cumulative adjustment and
how and when it arose. The company is currently evaluating the impact, if any,
that SAB 108 may have on the company's results of operations or financial
position.
Management has reviewed these new standards and believes that they have no
impact on the financial statements of the Company.
Income taxes
- ------------
The Company employs the asset and liability method in accounting for income
taxes pursuant to Statement of Financial Accounting Standards (SFAS) No. 109
"Accounting for Income Taxes." Under this method, deferred tax assets and
liabilities are determined based on temporary differences between the financial
reporting and tax bases of assets and liabilities and net operating loss
carryforwards, and are measured using enacted tax rates and laws that are
expected to be in effect when the differences are reversed.
Net loss per share
- ------------------
Basic net loss per share is computed based upon the weighted average number of
common shares outstanding during the periods and is computed by dividing net
loss by the adjusted weighted average number of shares during the periods.
3. ADVANCES PAYABLE -OFFICERS AND DIRECTORS
Advances payable represents short-term advances to the Company by its Chief
Executive Officer for the payment of certain operating expenses incurred during
the fourth quarter of its fiscal year ended September 30, 2007 and the quarter
ended March 31, 2008. At March 31, 2008 the amount advanced was $10,250; the
advances are non-interest bearing and due on demand.
4. LOSS PER COMMON SHARE
Net loss per common share outstanding for the six months ended March 31, 2008
and 2007 and the period from January 31, 2000 (date of inception) to March 31,
2008, as shown on the Statement of Operations, is based on the number of common
shares outstanding at March 31, 2008 and 2007. Weighted average shares
outstanding was not computed since it would not be meaningful in the
circumstances, as all shares issued during the period from incorporation through
March 31, 2008 were for initial capital and were issued to just two individuals.
Therefore, the total shares outstanding at the end of the period were deemed to
be the most relevant number of shares to use for purposes of this disclosure. At
March 31, 2008 and 2007, basic and diluted weighted average common shares for
the three months ended, respectively, include only common shares outstanding,
since there were no common share equivalents.
Page 8
- --------------------------------------------------------------------------------
BIG SKY INDUSTRIES I, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
5. CAPITAL STRUCTURE DISCLOSURES
The Company's capital structure is not complex. The Company is authorized to
issue 5,000,000 shares of preferred stock with a no par value. The Company is
authorized to issue 50,000,000 shares of common stock with a par value of $.001
per share.
The holders of the common stock are entitled to one vote per share; they have
non-cumulative voting rights. The holders are also entitled to receive dividends
when, as, and if declared by the board of directors. Additionally, the holders
of the common stock do not have any preemptive right to subscribe for, or
purchase any shares of any class of stock.
In January 2000, the Company issued 1,000,000 shares of common stock at par
value per share, for a total of $1,000. A stock subscription receivable was
recorded at the date of issuance for the same amount, which was paid in June
2000.
In January 2000, the Company issued 50,000 shares valued at $50 as consideration
for services rendered by one of the two founding stockholders of the Company for
the formation of the Company.
Preferred stock
The board of directors of the Company is authorized to provide for the issuance
of preferred stock in classes or series, and, by filing the appropriate articles
of amendment with the Secretary of State of Florida, is authorized to establish
the number of shares to be included in each class or series, which may include a
conversion feature into common stock.
On January 24, 2008, the Company issued 500,000 shares of preferred stock to
Carl Olivieri as compensation for securing and structuring the merger agreement
with Coffee Exchange of The Americas, Inc. The Company valued the shares at
$5,000. The 500,000 preferred shares have 100,000 voting rights on any
shareholder vote as long as Mr. Olivieri owns the shares.
Stock options, warrants and other rights
- ----------------------------------------
As of May 8,2008, the Company has not adopted any employee stock option plans.
6. RELATED PARTY TRANSACTION
In January 2000, the Company issued 50,000 shares valued at $50 as consideration
for services rendered by one of the two founding stockholders of the Company for
the formation of the Company.
On January 22, 2008, Carl Olivieri purchased 900,000 shares of the Company's
Common stock from Ramon Chimelis, which represented approximately 85.7% of the
Company's issued and outstanding common shares.
On January 23, 2008, the Company filed amended Articles of Incorporation with
The Nevada Secretary of State to increase its authorized common shares from
50,000,000 million shares, $0.001 par value to 200,000,000 million shares,
$0.001 par value and change it's name to Coffee Exchange of The Americas, Inc.
as soon as the private company by the same name relinquishes the name in favor
of the Company. At March 31, 2008, this amendment had not been approved by The
Nevada Secretary of State.
On January 24, 2008, the Company issued 500,000 shares of preferred stock to
Carl Olivieri as compensation for securing and structuring the merger agreement
with Coffee Exchange of The Americas, Inc.
On February 8, 2008, the Company entered into a merger agreement with with
Coffee Exchange of the Americas, Inc. ("CEOTA") owned by the Company's CEO to
acquired all of the 8,130,000 shares of common stock of Coffee Exchange of the
Americas, Inc., a Nevada corporation, in exchange for 8,130,000 shares of the
Company's common stock. CEOTA will be considered as the surviving company in
this merger as soon as the closing takes place. CEOTA operates ten coffee shops
in the Bakersfield, CA area and one coffee shop in Dallas, Texas and employs 25
people.
Page 9
- --------------------------------------------------------------------------------
BIG SKY INDUSTRIES I, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
6. RELATED PARTY TRANSACTION - CONTINUED
The acquisition will be accounted for under the purchase method, and we will
Consolidate the results of CEOTA from the date of the closing of the
acquisition. The purchase price will be allocated based on estimates of the fair
value of assets acquired and liabilities assumed as of the acquisition date. The
purchase price allocation is subject to adjustments as additional information
becomes available and will be finalized by June 2008.
7. INCOME TAXES
At December 31, 2007, the Company had a net operating loss carryforward of
approximately $20,000. This loss may be carried forward to offset federal income
taxes in future years through the year 2027. However, if subsequently there are
ownership changes in the Company, as defined in Section 382 of the Internal
Revenue Code, the Company's ability to utilize net operating losses available
before the ownership change may be restricted to a percentage of the market
value of the Company at the time of the ownership change.
7. INCOME TAXES - CONTINUED
Therefore, substantial net operating loss carryforwards could, in all likely-
hood, be limited or eliminated in future years due to a change in ownership as
defined in the Code. The utilization of the remaining carryforwards is dependent
on the Company's ability to generate sufficient income during the carryforward
periods and no further significant changes in ownership.
It is management's opinion that the entire deferred tax benefit of approximately
$6,000, resulting from the net operating loss carryforward may not be recognized
in future years. Therefore, a valuation allowance of $6,000, equal to the
deferred tax benefit, has been established, resulting in no deferred tax
benefits as of the balance sheet date.
Page 10
- --------------------------------------------------------------------------------
Item 2. Management's Discussion and Analyses of Financial Condition and Results
of Operation
The following discussion should be read in conjunction with our financial
statements provided in this quarterly report on Form 10-QSB. Certain statements
contained herein may constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements involve a
number of risks, uncertainties and other factors that could cause actual results
to differ materially, as discussed more fully herein.
The forward-looking information set forth in this annual report is as of the
date of this filing, and we undertake no duty to update this information. More
information about potential factors that could affect our business and financial
results is included in the section entitled "Risk Factors" of our Annual Report
on Form 10-KSB for the year ended September 30, 2007 filed with the Securities
and Exchange Commission.
Overview
The following discussion "Management's Plan of Operation" contains
forward-looking statements. The words "anticipate," "believe" "expect," "plan,"
"intend," "estimate," "project," "will," "could," "may," and similar expressions
are intended to identify forward-looking statements. Such statements reflect the
Company's current views with respect to future events and financial performance
and involve risks and uncertainties. Should one or more risks or uncertainties
occur, or should underlying assumptions prove incorrect, actual results may vary
materially and adversely from those anticipated, believed, expected, planned,
intended, estimated, projected, or otherwise indicated.
The following is qualified by reference to, and should be read in conjunction
with the Company's financial statements, and notes thereto, included elsewhere
in this Form 10-QSB, as well as the discussion hereunder "Management's Plan of
Operation"; our significant accounting policies are disclosed in Note 1 to our
financial statements included on our Annual Report on Form 10-KSB for the year
ended September 30, 2007 filed with the Securities and Exchange Commission.
Plan of Operation
Big Sky Industries I, Inc. is presently a development stage company that
conducts virtually no business operations, other than investigating
opportunities to effect a merger, exchange of capital stock, asset acquisition,
or other similar business combination (a "Business Combination") with an
operating or development stage business ("Target Business"), which desires to
employ the Company to become a reporting corporation under the Securities
Exchange Act of 1934. To date, we have not engaged in any operations, nor have
we generated any revenue.
We do not have cash in the bank or other material assets, nor do we have an
established source of revenue needed to cover the costs of normal operations,
which would allow us to continue as a going concern. These financial statements
have been prepared using generally accepted accounting principles applicable to
a going concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. Our ability to meet those
obligations and continue as a going concern is dependent upon us raising new
capital through advances from current shareholders and issuing equity securities
to complete a Business Combination transaction with a Target Business. If it
becomes necessary for us to raise additional funds to support normal operations
during the next twelve months, our principal shareholder Carl Olivieri, will
advance funds as needed. If we need to raise funds beyond funds needed for
normal operations, we may choose to sell additional common stock, especially if
we enter into an agreement to effectuate a Business Combination with a Target
Business.
Since inception, we have received a cash infusion of $1,165. With the exception
of certain other professional fees and costs related to a Business Combination,
we expect that we will incur minimal operating costs and, as indicated above,
our principal shareholder and founder will advance funds, as needed, to meet our
cash requirements during the next twelve months. It is likely, however, that a
Business Combination might not occur during the next twelve months; and in the
event that our principal shareholder does not advance adequate funds to support
normal operations prior to completing a Business Combination transaction with a
Target Business, we may cease operations and a Business Combination may not
occur.
Page 11
- --------------------------------------------------------------------------------
Item 2. Management's Discussion and Analyses of Financial Condition and Results
of Operation (Continued)
Other than the identified Business Combination discussed in Note 6, Related
Party Transaction on page 9 of the financial statements included herein, we have
not yet identified another Business Combination opportunity; therefore, we are
unable to predict our cash requirements subsequent to a Business Combination
with an unidentified Target Business. As indicated above, we may be required to
raise capital through the sale of or issuance of additional securities, in order
to ensure that we can meet our operating costs for the remainder of our fiscal
year, if we complete a Business Combination transaction with a Target Business.
In the event that we elect to raise additional capital by selling common stock,
prior to, or in connection with, completing a Business Combination transaction,
we expect to do so through the private placement of restricted securities.
Our cash reserves have been minimal since inception; therefore, we have not
compensated our officers or directors. In the near term, we may compensate them
for their services by issuing them stock in lieu of cash. Presently, there are
no arrangements or anticipated arrangements to pay any type of additional
compensation to any officer or director. Regardless of whether our cash assets
prove to be inadequate to meet our operational needs, we might seek to
compensate providers of services by the issuance of stock in lieu of cash.
There are no agreements or understandings of any kind with respect to any loans
from officers or directors of the Company on behalf of the Company, other than
that in Note 3 to the financial statements.
Going Concern
We continue to be a development stage company that has not generated any
revenues and has experienced losses from operations since exception. In our
Annual Report on Form 10-KSB for the year ended September 30, 2007 filed with
the Securities and Exchange Commission, our independent auditors indicated that
these factors raised substantial doubt about our ability to continue as a going
concern. These concerns were addressed in a separate footnote (Note 1) to the
Annual Report for the year ended September 30, 2007.
The continuation of our business is dependent upon obtaining further financing
and achieving a break even or profitable level of operations. The issuance of
additional equity securities by us could result in a significant dilution in the
equity interests of our current or future stockholders.
There are no assurances that we will be able to either (1) achieve a level of
revenues adequate to generate sufficient cash flow from operations; or (2)
obtain additional financing through either private placement, public offerings
and/or bank financing necessary to support our working capital requirements. To
the extent that funds generated from operations and any private placements,
public offerings and/or bank financing are insufficient, we will have to raise
additional working capital. No assurance can be given that additional financing
will be available, or if available, will be on terms acceptable to us. If
adequate working capital is not available we may not increase our operations.
These conditions raise substantial doubt about our ability to continue as a
going concern. The financial statements do not include any adjustments relating
to the recoverability and classification of asset carrying amounts or the amount
and classification of liabilities that might be necessary should we be unable to
continue as a going concern.
Off-Balance Sheet Arrangements
We are not a party to any off-balance sheet arrangements and do not engage in
trading activities involving non-exchange traded contracts. In addition, we have
no financial guarantees, debt or lease agreements or other arrangements that
could trigger a requirement for an early payment or that could change the value
of our assets.
Page 12
- --------------------------------------------------------------------------------
Item 3. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of
management, our principal executive officer and principal financial officer have
concluded that our disclosure controls and procedures as defined in rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
("Exchange Act") were effective as of March 31, 2008 to ensure that information
required to be disclosed by us in reports that we file or submit under the
Exchange Act is (i) recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission rules and forms and
(ii) accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during
the quarter ended March 31, 2008, which were identified in connection with
management's evaluation required by paragraph (d) of rules 13a-15 and 15d-15
under the Exchange Act, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults upon Senior Securities
None
Item 4 - Submissions of Matters to a Vote of Security Holders
None
Item 5 - Other Information
None
Page 13
- --------------------------------------------------------------------------------
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification by Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002*
31.2 Certification by Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002*
32.1 Certification by 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 by Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 *
- --------------------------------------------------------------------------------
* Filed herewith
(b) Reports on Form 8-K.
On March 4, 2008, the Company filed Form 8K under Item 5.02, to
announce the Appointment of Randy Moseley as Executive Vice President
and Chief Financial Officer.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Big Sky Industries I, Inc.
Dated: May 20, 2008 By: /s/Carl Olivieri
-----------------
Carl Olivieri
Chief Executive Officer
Dated: May 20, 2008 By: /s/Randy Moseley
-----------------
Randy Moseley
Chief Financial Officer
Page 14
- --------------------------------------------------------------------------------