SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended: July 31, 2008
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to __________________
Commission File Number 333-143630
TECHS LOANSTAR, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Nevada 20-4682058
_________________________________ ___________________
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
City, Nevada, 89703
112 North Curry Street
Carson City, Nevada, 89703
________________________________________
(Address of principal executive offices)
(775) 284-3770
____________________________________________________
(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 [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(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 [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of July 31, 2008, the
registrant had 40,400,000 shares of common stock, $0.001 par value, issued and
outstanding.
Index
Page
Number
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements................................................ 3
Balance Sheets as of July 31, 2008 and April 30, 2008(audited).............. 4
Interim Statements of Operations for three months ended July 31, 2008; three
months ended July 31, 2007 and cumulative from inception (April 7, 2006)
to July 31, 2008 ........................................................... 5
Interim Statement of Stockholders' Equity (Deficit)
From inception (April 7, 2006) to July 31, 2008............................. 6
Interim Statements of Cash Flows for three months ended July 31, 2008;
three months ended July 31, 2007 and cumulative results from inception
(April 7, 2006) to July 31, 2008............................................ 7
Notes to Interim Financial Statements to July 31, 2008 ..................... 8
Item 2. Management's Discussion and Analysis or Plan of Operation...........12
Item 3. Quantitative and Qualitative Disclosure about Market Risk...........14
Item 4. Controls and Procedures.............................................14
Item 4T. Controls and Procedures............................................14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings...................................................15
Item 1A. Risk Factors.......................................................15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.........15
Item 3. Defaults Upon Senior Securities.....................................15
Item 4. Submission of Matters to a Vote of Security Holders.................15
Item 5. Other Information...................................................15
Item 6. Exhibits............................................................15
-2-
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JULY 31, 2008
(UNAUDITED)
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
-3-
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(UNAUDITED)
July 31, 2008 April 30, 2008
_______________________________________________________________________________________________________
ASSETS
CURRENT ASSETS
Cash $ 163 $ 198
Prepaid Expenses - -
_______________________________________________________________________________________________________
Total Assets 163 198
=======================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accrued expenses 14,848 9,528
Shareholders Loan 1,167 1,167
_______________________________________________________________________________________________________
Total Liabilities 16,015 10,695
=======================================================================================================
STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock (Note 4)
Authorized
300,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
40,400,000 shares of common stock (April 30 2008 and
2007, 40,400,000) 40,400 40,400
Additional paid-in capital (17,900) (17,900)
Deficit accumulated during the development stage (38,352) (32,997)
_______________________________________________________________________________________________________
Total Stockholders' Equity (15,852) (10,497)
_______________________________________________________________________________________________________
Total Liabilities and Stockholders' Equity $ 163 $ 198
=======================================================================================================
The accompanying notes are an integral part of these financial statements
-4-
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS THREE MONTHS CUMULATIVE FROM
ENDED ENDED INCEPTION
JULY 31, 2008 JULY 31, 2007 (APRIL 7, 2006)
TO JULY 31, 2008
____________________________________________________________________________________________________
REVENUE $ - $ - $ -
OPERATING EXPENSES
Office and general $ (1,896) $ (1,184) $ (6,459)
Professional fees $ (3,460) $ (4,000) $ (31,893)
____________________________________________________________________________________________________
LOSS FROM OPERATIONS $ (5,356) $ (5,184) $ (38,352)
PROVISION FOR INCOME TAX $ - $ - $ -
NET LOSS $ (5,356) $ (5,184) $ (38,352)
====================================================================================================
BASIC AND DILUTED LOSS PER COMMON SHARE $ 0.00 $ 0.00
====================================================================================================
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING
- BASIC AND DILUTED 10,190,041 8,398,674
====================================================================================================
The accompanying notes are an integral part of these financial statements.
-5-
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION (APRIL 7, 2006) TO JULY 31, 2008
(UNAUDITED)
Deficit
Accumulated
Common Stock Additional Share During the
___________________________ Paid-in Subscription Development
Number of shares Amount Capital Receivable Stage Total
___________________________________________________________________________________________________________________________________
Balance, April 7,2006 - $ - $ - $ - $ - $ -
Common stock issued at $0.001 per share on
April 21, 2006 28,000,000 28,000 (21,000) (7,000) - -
Net loss April 30, 2006 - - - - (1,279) (1,279)
___________________________________________________________________________________________________________________________________
Balance, April 30, 2006 - (1,279) (1,279)
Proceeds received from share
subscriptions receivable - - - 7,000 - 7,000
Common stock issued at $0.005 per share.
(May 1, 2006 to July 31, 2008) 12,400,000 12,400 3,100 - - 15,500
Net Loss April 30,2007 (9,867) (9,867)
___________________________________________________________________________________________________________________________________
Balance, April 30, 2007 40,400,000 $40,400 $(17,900) (11,146) 11,354
Net Loss April 30,2008 (21,851) (21,851)
___________________________________________________________________________________________________________________________________
Balance, April 30, 2008 40,400,000 $40,400 $(17,900) (32,997) (10,497)
Net loss July 31, 2008 - - - - (5,355) (5,355)
___________________________________________________________________________________________________________________________________
Balance, July 31, 2008 40,400,000 $40,400 $ (17,900) $ - $ (38,352) $(15,852)
===================================================================================================================================
The accompanying notes are an integral part of these financial statements.
-6-
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative results of
operations from
Three months Three months inception (April 7,
ended ended 2006) to July 31,
July 31, 2008 July 31, 2007 2008
__________________________________________________________________________________________________________________________
OPERATING ACTIVITIES
Net loss $ (5,356) $ ( 5,184) $ (38,353)
Changes in operating assets and liabilities
Prepaid Expenses - (2,296) -
Accrued Liabilities 5,320 400 14,849
__________________________________________________________________________________________________________________________
(35) (2,488) (23,504)
__________________________________________________________________________________________________________________________
NET CASH FROM OPERATING ACTIVITIES (35) (2,488) (23,504)
__________________________________________________________________________________________________________________________
FINANCING ACTIVITIES
Proceeds from sale of common stock - 22,500
Share Subscription receivable - -
Shareholders Loan - 1,167
__________________________________________________________________________________________________________________________
NET CASH FROM FINANCING ACTIVITIES - 23,667
__________________________________________________________________________________________________________________________
NET INCREASE (DECREASE) IN CASH (35) 11,954 163
CASH, BEGINNING 198 -
__________________________________________________________________________________________________________________________
CASH, ENDING $ 163 $ 9,466 $ 163
==========================================================================================================================
Supplemental cash flow information:
Cash paid for:
Interest $ - $ - $ -
Income Taxes $ - $ - $ -
==========================================================================================================================
NON-CASH ACTIVITIES
Stock issued for services $ - $ - $ -
Stock issued for accounts payable $ - $ - $ -
Stock issued for notes payable $ - $ - $ -
Stock issued for convertible debentures and interest $ - $ - $ -
Convertible debentures issued for services $ - $ - $ -
Warrants issued $ - $ - $ -
Stock issued for penalty on default of convertible $ - $ - $ -
debenture
Note payable issued for finance charges $ - $ - $ -
Forgiveness of not payable and accrued interest $ - $ - $ -
Stock issued for investment. $ - $ - $ -
==========================================================================================================================
The accompanying notes are an integral part of these financial statements.
-7-
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
JULY 31, 2008
________________________________________________________________________________
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________
Techs Loanstar, Inc. (the "Company") is in the initial development stage and has
incurred losses since inception totaling $38,352 The Company was incorporated on
April 7, 2006 in the State of Nevada. The fiscal year end of the Company is
April 30. The Company was organized to provide the loan management service and
software for the equity and payday loan industry.
The ability of the Company to continue as a going concern is dependent on
raising capital to fund its business plan and ultimately to attain profitable
operations. Accordingly, these factors raise substantial doubt as to the
Company's ability to continue as a going concern. The Company has funded its
initial operations by way of issuing Founders' shares and entering into a
private placement offering for 4,000,000 shares at $0.005 per share. As of July
31, 2008, the Company had issued 28,000,000 Founders shares at $0.001 per share
for net proceeds of $7,000 which has been received by the Company and 12,400,000
shares at $0.005 per share for net proceeds of $15,500, of which $15,500 has
been received by the Company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________
BASIS OF PRESENTATION
These financial statements are presented in United States dollars and have been
prepared in accordance with accounting principles generally accepted in the
United States.
SEGMENTED REPORTING
SFAS Number 131, "Disclosure about Segments of an Enterprise and Related
Information", changed the way public companies report information about segments
of their business in their quarterly reports issued to shareholders. It also
requires entity-wide disclosures about the products and services the entity
provides, the material countries in which it holds assets and reports revenues
and its major customers.
For the period ended July 31, 2008 all operations took place in Ontario, Canada.
COMPREHENSIVE LOSS
SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the
reporting and display of comprehensive loss and its components in the financial
statements. As at April 30, 2008 and July 31, 2008 the Company has no items that
represent a comprehensive loss and, therefore, has not included a schedule of
comprehensive loss in the financial statements.
USE OF ESTIMATES AND ASSUMPTIONS
Preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain 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 period. Accordingly,
actual results could differ from those estimates.
FINANCIAL INSTRUMENTS
All significant financial assets, financial liabilities and equity instruments
of the Company are either recognized or disclosed in the financial statements
together with other information relevant for making a reasonable assessment of
future cash flows, interest rate risk and credit risk. Where practical the fair
values of financial assets and financial liabilities have been determined and
disclosed; otherwise only available information pertinent to fair value has been
disclosed.
-8-
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
JULY 31, 2008
________________________________________________________________________________
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________
LOSS PER COMMON SHARE
Basic earnings (loss) per share includes no dilution and is computed by dividing
income (loss) available to common stockholders by the weighted average number of
common shares outstanding for the period. Dilutive earnings (loss) per share
reflect the potential dilution of securities that could share in the earnings of
the Company. Because the Company does not have any potential dilutive
securities, the accompanying presentation is only on the basic loss per share.
INCOME TAXES
The Company follows the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances and tax loss carry-forwards. Deferred tax assets and liabilities are
measured using enacted or substantially enacted tax rates expected to apply to
the taxable income in the years in which those differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the date
of enactment or substantive enactment.
STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation issued to employees based on
SFAS No. 123R "Share Based Payment". SFAS No. 123R is a revision of SFAS No. 123
"Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees" and its related implementation
guidance. SFAS 123R establishes standards for the accounting for transactions in
which an entity exchanges its equity instruments for goods or services. It also
addresses transactions in which an entity incurs liabilities in exchange for
goods or services that are based on the fair value of the entity's equity
instruments or that may be settled by the issuance of those equity instruments.
SFAS 123R focuses primarily on accounting for transactions in which an entity
obtains employee services in share-based payment transactions. SFAS 123R does
not change the accounting guidance for share-based payment transactions with
parties other than employees provided in SFAS 123 as originally issued and
Emerging Issues Task Force Issue No. 96-18, "Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services".
SFAS 123R does not address the accounting for employee share ownership plans,
which are subject to AICPA Statement of Position 93-6, "Employers' Accounting
for Employee Stock Ownership Plans".
SFAS 123R requires an entity to measure the cost of employee services received
in exchange for an award of equity instruments based on the grant-date fair
value of the award (with limited exceptions). That cost will be recognized over
the period during which an employee is required to provide service in exchange
for the award - the requisite service period (usually the vesting period). SFAS
123R requires that the compensation cost relating to share-based payment
transactions be recognized in financial statements. That cost will be measured
based on the fair value of the equity or liability instruments issued. The scope
of SFAS 123R includes a wide range of share-based compensation arrangements
including share options, restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans.
As at July 31, 2008 the Company had not adopted a stock option plan nor had it
granted any stock options. Accordingly no stock-based compensation has been
recorded to date.
-9-
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
JULY 31, 2008
________________________________________________________________________________
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS 155 establishes framework for measuring fair value and
expands disclosures about fair value measurements. The changes to current
practice resulting from the application of this statement relate to the
definition of fair value, the methods used to measure fair value, and the
expanded disclosures about fair value measurements. The statement is effective
for fiscal years beginning after November 15, 2007 and periods with those fiscal
years.
The Financial Accounting Standards Board has issued SFAS No. 155 "ACCOUNTING FOR
CERTAIN HYBRID FINANCIAL INSTRUMENTS AN AMENDMENT OF FASB STATEMENTS NO. 133 AND
140" and No. 156 "ACCOUNTING FOR SERVICING OF FINANCIAL ASSETS - AN AMENDMENT OF
FASB STATEMENT NO. 140", but they will not have a material effect in the
COMPANY'S RESULTS OF OPERATIONS OR FINANCIAL POSITION.
The adoption of these new pronouncements is not expected to have a material
effect on the Company's financial position or results of operations
NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS
________________________________________________________________________________
In accordance with the requirements of SFAS No. 107, the Company has determined
the estimated fair value of financial instruments using available market
information and appropriate valuation methodologies. The fair value of financial
instruments classified as current assets or liabilities approximate their
carrying value due to the short-term maturity of the instruments.
NOTE 4 - CAPITAL STOCK
________________________________________________________________________________
As of July 31, 2008, the sole Director had purchased 28,000,000 shares of the
common stock in the Company with proceeds received by the Company totalling
$7,000.
On April 24, 2008 the Company changed its capitalization from 75,000,000 to
300,000,000 common shares with a par value of $0.001 per share. No preferred
shares have been authorized or issued.
On April 14, 2008 and effective April 24, 2008, the directors of the Company
approved a special resolution to undertake a forward split of the common stock
of the Company on a 4 new shares for 1 old share basis whereby 40,400,000 common
shares were issued pro-rata to shareholders of the Company as of the record date
on April 24, 2008
As of July 31, 2008, the sole Director had purchased 28,000,000 shares of the
common stock in the Company with proceeds received by the Company totalling
$7,000.
PRIVATE PLACEMENT
On April 21, 2006, the Company authorized a private placement offering of up to
16,000,000 shares of common stock at a price of $0.005 per share. The total
amount to be raised in this financing is $20,000. As of July 31, 2008, the
Company had issued 12,400,000 shares and received $15,500 from the sale of its
private placement stock.
-10-
TECHS LOANSTAR, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
JULY 31, 2008
________________________________________________________________________________
NOTE 5 - RELATED PARTY TRANSACTIONS
________________________________________________________________________________
As of July 31, 2008, there are not any related party transactions outstanding.
NOTE 6 - INCOME TAXES
________________________________________________________________________________
As of July 31, 2008, the Company had net operating loss carry forwards of
approximately $38,352 that may be available to reduce future years' taxable
income and will expire commencing in 2026. Availability of loss usage is subject
to change of ownership limitations under Internal Revenue Code 382. 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 full valuation allowance for
the deferred tax asset relating to these tax loss carryforwards.
NOTE 7 - EVENTS OF NOTE
________________________________________________________________________________
The Company filed a Form SB-2 registration statement with the Securities and
Exchange Commission which became effective October 17, 2007.
-11-
ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
This interim report contains forward looking statements relating to our
Company's future economic performance, plans and objectives of management for
future operations, projections of revenue mix and other financial items that are
based on the beliefs of, as well as assumptions made by and information
currently know to our management. The words "expects", "intends", "believes",
"anticipates", "may", "could", "should" and other similar expressions and
variations thereof are intended to identify forward-looking statements. The
cautionary statements set forth in this section are intended to emphasize that
actual results may differ materially from those contained in any forward looking
statement.
The following discussion should be read in conjunction with our financial
statements and related notes included elsewhere in this report.
Techs Loanstar, Inc. ("Techs Loanstar," "the Company," "us", "our" or "we,") was
incorporated in the State of Nevada as a for-profit company on April 7, 2006. We
are a development-stage company formed to enter into the loan management
services industry with proprietary loan management software applications that we
intend to procure. The Company proposes to provide low cost, user friendly data
base applications for the growing payday and equity loan industry.
Techs Loanstar will compete with traditional loan management software developers
by offering a range of consulting services and customized data base applications
to pay-day and equity loan businesses.
The Company has not generated any revenues from inception nor during the fiscal
quarter ended July 31, 2008. As of the fiscal quarter indeed July 31, 2008 we
had $163 of cash on hand. We incurred operating expenses of $5,356 comprised of
professional fees and office and general expenses.
Plan of Operation
We anticipate that our current cash and cash equivalents and cash generated from
operations, if any, will be insufficient to satisfy our liquidity requirements
for at least the next 12 months. We will require additional funds and the
Company will seek to sell additional capital through private equity placements,
debt securities or seek alternative sources of financing. If we are unable to
secure additional financing, we may be required to reduce the scope of our
business plan, which could harm our business, financial condition and operating
results.
Over the next 12 month period we must raise capital and start the staged
procurement of our loan management software systems that we intend to license in
stages and expand and enhance over time and as our business develops.
-12-
As our first step we plan to acquire open source data base applications that we
can customize to suite a wide variety of financing businesses, such as pay-day
and equity loan, leasing and finance companies. The cost of customizing theses
application is estimated to cost $7,000.
The next stage is procuring the e-commerce transaction software required in
advance of client functionality that will enable the purchase of our products
and services over the Internet at an estimated cost of $4,000.
In the final stage expect to procure client functionality modules to augment the
loan management data base systems with a call center, website integration, data
conversion, internet lead integration and accounting file auto export services,
estimated to cost $8,000. During this stage we will continue work on the client,
transaction and administration modules and other data base functionality.
During this period we intend to initiate our marketing activities to attract
prospective clients from a large number of North American pay-day and equity
loan businesses. Our marketing plan includes identifying and initiating contact
with pay-day and equity loan providers, participating in finance industry trade
shows, placing advertisements in trade magazines and on-line journals and
contacting finance industry associations. The marketing plan is estimated to
cost $15,000.
If we can complete these stages and we receive a positive reaction from our
potential customers in the form of firm purchase orders, we will attempt to
raise money through a private placement, public offering or long-term loans to
purchase additional functionality for our loan management software.
At present, our sole officer and director has invested $7,000 in the Company. A
total of 31 other investors have invested a further $15,500 in the Company
through the purchase of common shares. At the present time, we have not made any
arrangements to raise additional cash. If we are unable to raise capital, we
will either suspend development and marketing operations until we do raise the
cash, or cease operations entirely.
If we are unable to complete any phase of our software procurement or marketing
efforts because we don't have enough money, we will cease our development and
marketing operations until we raise money. Attempting to raise capital after
failing in any phase of our software procurement plan would be difficult. As
such, if we cannot secure additional proceeds we will have to cease operations
and investors would lose their entire investment.
Management does not plan to hire additional employees at this time. Our sole
officer and director will be responsible for the initial product sourcing. Once
the company is ready to begin its Internet marketing, it will hire an
independent consultant to build our web site. The Company also intends to hire
sales representatives initially on a commission only basis to keep
administrative overhead to a minimum.
Off Balance Sheet Arrangements.
As of the date of this Quarterly Report, the current funds available to the
Company will not be sufficient to continue operations. The cost to establish the
Company and begin operations is estimated to be approximately $24,000 over the
-13-
next twelve months and the cost of maintaining our reporting status is estimated
to be $14,000 over this same period. The officer and director, Mr. Pizzacalla
has undertaken to provide the Company with operating capital to sustain our
business over the next twelve month period as the expenses are incurred in the
form of a non-secured loan. However, there is no contract in place or written
agreement securing this agreement. Management believes that if the Company
cannot raise sufficient revenues or maintain its reporting status with the SEC
it will have to cease all efforts directed towards the Company. As such, any
investment previously made would be lost in its entirety.
Other than the above described situation the Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company's financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Within 90 days prior to the end of the period covered by this report the
registrant carried out an evaluation of the effectiveness of the design and
operation of disclosure controls and procedures pursuant to Rule 13a-15 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This
evaluation was done under the supervision and with the participation of
registrants President and Principal Financial Officer. Based on that Evaluation
he concluded that the registrant's disclosure controls and procedures are
effective in gathering, analyzing and disclosing information needed to satisfy
the registrant's disclosure obligations under the Exchange Act.
There were no significant changes in the registrant's disclosure control and
procedure, in factors that could significantly affect those controls and
procedures since their most recent evaluation.
Item 4T. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining adequate internal
control over financial report for the company. Internal control over financial
reporting is to provide reasonable assurance regarding the reliability of our
financial reporting for external purposes in accordance with accounting
principles generally accepted in the United States of America. Internal control
over financial reporting includes maintain records that in reasonable detail
accurately and fairly reflect our transactions; providing reasonable assurance
that transactions are recorded as necessary for preparation of our financial
statements; providing reasonable assurance that receipts and expenditures of
company assets are made in accordance with management authorization; and
providing reasonable assurance that unauthorized acquisition , use or
disposition of company assets that could have a material effect on our financial
statements would be prevented or detected.
-14-
Management conducted an evaluation of our internal control over financial
reporting as such term is defined in Exchange Act Rule 13a-15(f). Management
conducted the evaluation of the effectiveness of our internal control over
financial reporting as of July 31, 2008 based on the framework in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, management
concluded that the Company's internal control over financial reporting was
effective as of July 31, 2008.
There were no changes in our internal control over financial reporting during
the period ended July 31, 2008 that have materially affected, or are reasonably
likely to materially affect, or are reasonably likely to affect, our internal
control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.
No director, officer, or affiliate of the issuer and no owner of record or
beneficiary of more than 5% of the securities of the issuer, or any security
holder is a party adverse to the small business issuer or has a material
interest adverse to the small business issuer.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
-15-
ITEM 6. EXHIBITS
31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
32.1 Section 1350 Certification of Chief Executive Officer
32.2 Section 1350 Certification of Chief Financial Officer **
* Included in Exhibit 31.1
** Included in Exhibit 32.1
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
TECHS LOANSTAR, INC.
By: /s/ GARY PIZZACALLA
____________________________________________
Gary Pizzacalla
President, Secretary Treasurer,
Principal Executive Officer,
Principal Financial Officer and Director
Dated: September 2, 2008
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