SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
Commission File #0-32443
THE BERKSHIRE COLLECTION, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
98-0219211
(IRS Employer Identification Number)
3266 Yonge Street, Suite 1208, Toronto, Ontario MAN 3P6
(Address of principal executive offices)(Zip Code)
(416) 918-2209
(Registrant's telephone no., including area code)
3215 Mathers Avenue, West Vancouver, Canada V7V 2K6
(Former name, former address and former fiscal year, if changed since last
report
Check whether issuer (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ] No [X]
The number of shares outstanding of the Company's common stock as of May 11,
2005 is shown below:
Title of Class Number of Shares Outstanding Common Stock, $.001 par value per
share 132,627,880
Documents Incorporated by Reference: None
THE BERKSHIRE COLLECTION, INC.
FORM 10-QSB
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1 - Consolidated Financial Statements F-1
Item 2 - Management's Discussion and Analysis or Plan of Operations 4
Item 3 - Controls and Procedures 8
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 9
Item 2 - Changes in Securities 9
Item 6 - Exhibits 9
SIGNATURES 10
FORWARD LOOKING STATEMENT
The following discussion should be read in conjunction with our unaudited
consolidated interim financial statements and related notes thereto included in
this quarterly report and in our audited consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") contained in our Form 10-KSB for the year ended December 31,
2003. Certain statements in this Form 10QSB are forward looking statements.
Words such as "expects", "anticipates", "estimates" and similar expressions are
intended to identify forward looking statements. See "Forward Looking
Information" below.
The Company is including the following cautionary statement in this Form
10-QSB to make applicable and take advantage of the safe harbor provision of the
Private Securities Litigation Reform Act of 1995 for any forward-looking
statements made by, or on behalf of, the Company. Forward-looking statements
include statements concerning plans, objectives, goals, strategies,
expectations, future events or performance and underlying assumptions and other
statements which are other than statements of historical facts. Certain
statements contained herein are forward-looking statements and, accordingly,
involve risks and uncertainties which could cause actual results or outcomes to
differ materially from those expressed in the forward-looking statements.
The statements contained herein and other information contained in this report
may be based, in part, on management's estimates, projections, plans and
judgments. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or those anticipated. In this report, the words
"anticipates", "believes", "expects", "intends", "future", "plans", "targets"
and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on the forward-looking statements
contained herein. The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that may arise
after the date hereof. Additionally, these statements are based on certain
assumptions that may prove to be erroneous and are subject to certain risks
including, but not limited to, the Company's dependence on limited cash
resources, its dependence on certain key personnel within the Company, and its
ability to raise additional capital. The Company believes that it will be able
to compete in this environment and will be able to find attractive investments;
however, it is not possible to predict competition or the effect this will have
on the Company's operations. The Company's operations are also significantly
affected by factors, which are outside the control of the Company. Accordingly,
actual results may differ, possibly materially, from the predictions contained
herein
-3-
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
The financial statements of the company are set forth beginning on page F-1.
THE BERKSHIRE COLLECTION INC.
(A development Stage Company)
BALANCE SHEET
AS AT March 31, 2004
(Unaudited)
2004
--------------------
ASSETS
CURRENT
Cash 0
Accounts Receivable 0
--------------------
OTHER ASSETS
Machinery and Equipment 0
Organizational costs 1,503
--------------------
1,503
--------------------
LIABILITIES
CURRENT LIABILITIES
Accounts payable 0
Loans payable 0
--------------------
SHAREHOLDERS EQUITY
COMMON STOCK
50,000,000 authorized shares, no par value , issued and
outstanding 3,014,270 1,503
PAID IN CAPITAL 0
RETAINED EARNINGS (LOSS) 0
--------------------
Total Shareholders' Equity
--------------------
1,503
====================
These financial statements and notes thereto present fairly, in all material
respects, the financial position of the company and the results of its
operations and cash flows for the periods presented, in conformity with
accounting principles generally accepted in the United States, consistently
applied and hereby certified by Sandy Winick, President, Secretary, Treasurer
and Director for The Berkshire Collection Inc.
The accompany notes form a integral part of these financial statements
F-1
THE BERKSHIRE COLLECTION INC.
(A development Stage Company)
STATEMENT OF CASH FLOWS
AS AT March 31, 2004
(Unaudited)
2004
--------------------
Net Income (Loss) 0
--------------------
Adjustments to income
Change in Accounts Receivable 0
Change in Accounts payable 0
Change in Loan Payable 0
--------------------
Cash Used in Operations 0
Investing Activities 0
Financing Activities 0
Sale of Common Stock 0
Cash Provided by Financing 0
--------------------
Net Cash 0
Beginning Cash 0
--------------------
Ending Cash 0
====================
Supplemental Information
Taxes 0
====================
Interest 0
====================
These financial statements and notes thereto present fairly, in all material
respects, the financial position of the company and the results of its
operations and cash flows for the periods presented, in conformity with
accounting principles generally accepted in the United States, consistently
applied and hereby certified by Sandy Winick, President, Secretary, Treasurer
and Director for The Berkshire Collection Inc.
The accompany notes form a integral part of these financial statements
F-2
THE BERKSHIRE COLLECTION INC.
(A development Stage Company)
STATEMENT OF OPERATIONS
FOR THE QUARTER ENDED March 31, 2004
(Unaudited)
2004
--------------------
REVENUES
Revenues 0
--------------------
TOTAL REVENUES 0
--------------------
EXPENSES
General & Administrative 0
Consulting 0
Officer Contributed Services 0
--------------------
TOTAL EXPENSES 0
--------------------
NET INCOME (LOSS) BEFORE PROVISION
FOR INCOME TAXES 0
Provision for income taxes 0
--------------------
NET (LOSS) 0
Basic and Diluted Earnings per Share $ 0.00
====================
Weighted Average Number of Common Shares 3,014,270
====================
These financial statements and notes thereto present fairly, in all material
respects, the financial position of the company and the results of its
operations and cash flows for the periods presented, in conformity with
accounting principles generally accepted in the United States, consistently
applied and hereby certified by Sandy Winick, President, Secretary, Treasurer
and Director for The Berkshire Collection Inc.
The accompany notes form a integral part of these financial statements.
F-3
THE BERKSHIRE COLLECTION INC.
(A development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
For the Quarter Ended March 31, 2004
(Unaudited)
Additonal Total
Paid -In Accumulated Stockholders'
Shares Amount Capital Deficit Equity/(Deficit)
--------------------------------------------------------------------
Opening Balance, January 1, 2004 3,014,270 1,503
Net Loss for the period 0 0
--------------------------------------------------------------------
3,014,270 0 0 1,503
====================================================================
These financial statements and notes thereto present fairly, in all material
respects, the financial position of the company and the results of operations
and cash flows for the periods presented, in conformity with accounting
principles generally accepted in the United States, consistently applied and
hereby certified by Sandy Winick, President, Secretary, Treasurer and Director
for The Berkshire Collection Inc.
The accompany notes form an integral part of these financial statements.
F-4
THE BERKSHIRE COLLECTION INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2004
(Unaudited)
1. General Organization and Business
The Berkshire Collection Inc. (the Company), was organized under the laws of the
State of Delaware on July 11, 1997. The Company is in a development stages.
2. Summary of Significant Accounting Practices
The relevant accounting policies and procedures are listed below.
Accounting Basis
The statements were prepared following generally accepted accounting principles
of the United States of America consistently applied.
Management Certification
The financial statements herein are certified by the officer of the Company to
present fairly, in all material respects, the financial position, results of
operations and cash flows for the periods presented, in conformity with
accounting principles generally accepted in the United States of America,
consistently applied.
Earnings per Share
The basic earnings (loss) pre share are calculated by dividing the Company's net
income (loss) available to common shareholders by the weighted average number of
common shares during the year. The diluted earnings (loss) per share is
calculated by dividing the Company's net income (loss) available to common
shareholders by the diluted weighted average number of shares outstanding during
the year. The diluted weighted average number of shares outstanding is the basis
weighted average number of shares adjusted as of the first of the year for any
potentially dilutive debt or equity. The Company has not issued any options
warrants or similar securities since inception.
Dividends
The Company has not yet adopted any dividend policy regarding payment of
dividends. No dividends have been paid during the periods shown.
F-5
THE BERKSHIRE COLLECTION INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2004
(Unaudited)
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Accounts Receivable
The trade accounts receivable and allowances for bad debts are shown below:
As At
03/31/04
Trade Accounts Receivable $ 0
Less: Allowances 0
----------
Trade Accounts Receivable, net $ 0
==========
Machinery and Equipment
Machinery and equipment will be stated at cost. Depreciation will be computed
using the straight-line method over the estimated useful lives. Maintenance and
repairs are charged to expense as incurred. As of the balance sheet dates, there
was no Machinery and Equipment.
As At
03/31/04
Machinery and Equipment $ 0
Less; Accumulated Depreciation 0
-------------
Machinery and Equipment, net $ 0
=============
F-6
THE BERKSHIRE COLLECTION INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2004
(Unaudited)
Revenue Recognition
The company recognizes revenues when earned.
Advertising
Advertising is expensed when incurred. There has been no advertising since
inception.
Income Taxes
The provision for incomes taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for the
deferred incomes taxes where differences exist between the period in which
transactions affect current income and the period in which they enter into the
determination of net income in the financial statements.
3. Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the liquidation of liabilities in the normal course of business.
However, the Company has accumulated a loss and is in its development stage.
This raises substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from this uncertainty.
4. Stockholders' Equity
Common Stock - The Company was organized under the laws of the state of Delaware
on July 11, 1997, and has authorized shares of 50,000,000 common shares with a
par value of $0.001 and has 20,000,000 preferred shares authorized with a par
value of $0.001.
F-7
THE BERKSHIRE COLLECTION INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2004
(Unaudited)
5. Provision for Income Taxes
The Company provides for income taxes under Statement of Financial Accounting
Standards No. 109 accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rate in
effect when these differences are expected to reverse.
SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred tax asset is $0 which is calculated multiplying a 15% estimated tax
rate by the items making up the deferred tax account, the Net Operating Loss
(NOL) of $0. The total valuation allowance is a comparable $0.
The provision for income taxes is comprised of the net changes in deferred taxes
less the valuation account plus the current taxes payable as shown in the chart
below. For the quarter ended March 31, 2004 it is as follows:
Net changes in Deferred Tax Benefit
Less valuation account 0
Current Taxes Payable 0
---------
Net Provision for Income Taxes 0
=========
6. Segment Information
Segment information is presented in accordance with SFAS No. 131, Disclosures
about Segments of an Enterprise and Related Information. The standard is based
on a management approach, which requires segmentation based upon the Company's
internal organization and disclosure of revenue based upon internal accounting
methods. For the period(s) shown there have been no revenues in which to
segment.
7. Operating Leases and other Commitments
The Company also has no lease obligations.
8. The Effect of Recently issued Accounting Standards
Below is a listing of the most recent accounting standards and their effect on
the Company.
F-8
THE BERKSHIRE COLLECTION INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2004
(Unaudited)
SFAS 148 - Accounting for Stock-Based Compensation-Transition and Disclosure
Amends FASB 123 to provide alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation.
SFAS 149 - Amendment of Statement 133 on Derivative Instruments and Hedging
Activities
This Statement amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives) and for hedging
activities under FASB Statement No. 133, Accounting for Derivative Instruments
and Hedging Activities.
SFAS 150 - Financial Instruments with Characteristics of both Liabilities and
Equity
This Statement requires that such instruments be classified as liabilities in
the balance sheet. SFAS 150 is effective for financial instruments entered into
to modified after May 31, 2002.
Interpretation No. 46 (FIN 46)
Effective January 31, 2003, The Financial Accounting Standards Board requires
certain variable interest entities to be consolidated by the primary beneficiary
of the entity if the equity investors in the entity do not have the
characteristics of a continuing financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support form other parties. The Company has not invested
in any such entities, and does not expect to do so in the foreseeable future.
The adoption of these new Statements is not expected to have a material effect
on the Company's financial position, results or operations, or cash flows.
9. Long Term Debt
The Company has no long term debt or similar contingencies.
F-9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
GENERAL
The Berkshire Collection, Inc. ("Berkshire" or "Company"), a Delaware
corporation, was organized on July 11, 1997. Our principle executive office is
located at 3266 Yonge Street, Suite 1208, Toronto, Ontario, MAN 3P6 and has been
in a developmental stage until the 1st quarter of 2005. Berkshire is a publicly
traded company listed on the Pink Sheets under the symbol "NPPT". Berkshire
currently has no subsidiaries.
The Company's long-term viability as a going concern is dependent on certain key
factors, as follows:
- The Company's ability to continue to obtain sources of outside
financing to allow the Company to continue to develop a business
strategy.
-4-
- The Company's ability to locate attractive acquisitions.
- The Company's ability to increase profitability and sustain a cash
flow level that will ensure support for operations.
BUSINESS STRATEGY
To date, the Company's only business activities have been organizational, and
development of a business plan. The Company has not commenced commercial
operations. On February 15, 2002, the Company completed an Agreement and Plan of
Merger with SecurityPlus, Inc., a Delaware corporation. However, on April 25,
2002, the Company and SecurityPlus, Inc. determined that they were unable to
complete the Agreement and Plan of Merger and rescinded all agreements and
plans.
The Company currently operates as a development stage company, while formulating
a plan to improve its financial position. The Board of Directors adopted a new
strategy subsequent to December 31, 2002, which committed the Company to seek a
merger/acquisition transaction with a Company having better financial resources.
PLAN OF OPERATIONS
The Company intends to seek out and pursue a business combination with one or
more existing private business enterprises that might have a desire to take
advantage of the Company's status as a public corporation. The Company does not
intend to target any particular industry but, rather, intends to judge any
opportunity on its individual merits. See "Item 1. Description of Business -
Risk Factors"
RESULTS OF OPERATIONS
To date, the Company's only business activities have been organizational, and
development of a business plan. The Company has not commenced commercial
operations.
RISK FACTORS
An investment in the securities of the Company involves extreme risks and the
possibility of the loss of a shareholder's entire investment. A prospective
investor should evaluate all information discussed in this Report and the risk
factors discussed below in relation to his financial circumstances before
investing in any securities of the Company.
1. Going Concern Risk
------------------
We have had and could have losses, deficits and deficiencies in liquidity, which
could impair our ability to continue as a going concern.
Certain factors raise substantial doubt about our ability to continue as a going
concern. Since its inception, the Company has suffered recurring losses from
operations and has been dependent on existing stockholders and new investors to
provide the cash resources to sustain its operations. During the years ended
December 31, 2003 and for the three months ended March 31, 2004, the Company
reported net losses and negative cash flows from operations. Additionally, the
Company has had no revenue for the last few years. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The Company's long-term viability as a going concern involves a high degree of
risk.
-5-
2. No Current Relevant Operating History. The Company has no current relevant
-------------------------------------
operating history, revenues from operations, or assets. The Company faces
all of the risks of a new business and those risks specifically inherent in
the investigation, acquisition, or involvement in a new business
opportunity. Purchase of any securities of the Company must be regarded as
placing funds at a high risk in a new or "start-up" venture with all of the
unforeseen costs, expenses, problems, and difficulties to which such
ventures are subject.
3. No Assurance of Success or Profitability. There is no assurance that the
------------------------------------------
Company will acquire a favorable business opportunity. In addition, even if
the Company becomes involved in a business opportunity, there is no
assurance that it will generate revenues or profits, or that the market
price of the Company's Common Stock will be increased thereby.
4. Type of Business Acquired. The type of business to be acquired may be one
---------------------------
that desires to avoid effecting a public offering and the accompanying
expense, delays, and federal and state requirements which purport to
protect investors. Because of the Company's limited capital, it is more
likely than not that any acquisition by the Company will involve other
parties whose primary interest is the acquisition of a publicly traded
company. Moreover, any business opportunity acquired may be currently
unprofitable or present other negative factors.
5. Lack of Diversification. Because of the limited financial resources of the
------------------------
Company, it is unlikely that the Company will be able to diversify its
acquisitions or operations. The Company's probable inability to diversify
its activities into more than one area will subject the Company to economic
fluctuations within a particular business or industry and therefore
increase the risks associated with the Company's operations.
6. Regulations. An acquisition made by the Company may be of a business that
-----------
is subject to regulation or licensing by federal, state, or local
authorities. Compliance with such regulations and licensing can be expected
to be a time-consuming, expensive process and may limit other investment
opportunities of the Company.
7. Conflicts of Interest. Certain conflicts of interest exist between the
-----------------------
Company and its executive officers and directors. Each of them has other
business interests to which they devote their primary attention, and they
may be expected to continue to do so although management time should be
devoted to the business of the Company. As a result, conflicts of interest
may arise that can be resolved only through their exercise of such judgment
as is consistent with their fiduciary duties to the Company.
8. Indemnification of Officers and Directors. The Company's Articles of
---------------------------------------------
Incorporation provide for the indemnification of its directors, officers,
employees, and agents, under certain circumstances, against attorney's fees
and other expenses incurred by them in any litigation to which they become
a party arising from their association with or activities on behalf of the
Company. The Company may also bear the expenses of such litigation for any
of its directors, officers, employees, or agents, upon such person's
promise to repay the Company; thus, if it is ultimately determined that any
such person shall not have been entitled to indemnification. This
indemnification policy could result in substantial expenditures by the
Company that it will be unable to recoup.
9. Dependence upon Outside Advisors. To supplement the business experience of
---------------------------------
management, the Company may be required to employ accountants, technical
experts, appraisers, attorneys, or other consultants or advisors. The
selection of any such advisors will be made by management without any input
from shareholders. Furthermore, it is anticipated that such persons may be
engaged on an "as needed" basis without a continuing fiduciary or other
obligation to the Company.
10. Need for Additional Financing. The Company's funds will not be adequate to
------------------------------
take advantage of any available business opportunities. Even if the Company
were to obtain sufficient funds to acquire an interest in a business
opportunity, it may not have sufficient capital to exploit the opportunity.
The ultimate success of the Company will depend upon its ability to raise
additional capital or find an acquisition candidate or merger candidate. If
no funds or acquisition or merger candidate is available, the Company's
operations will be limited to those that can be financed with its modest
capital or the Company will cease all operations.
-6-
11. Competition. The search for potentially profitable business opportunities
-----------
is intensely competitive. The Company expects to be at a disadvantage when
competing with many firms that have substantially greater financial and
management resources and capabilities than the Company. These competitive
conditions will exist in any industry in which the Company may become
interested.
12. No Foreseeable Dividends. The Company has not paid dividends on its Common
-------------------------
Stock and does not anticipate paying such dividends in the foreseeable
future.
13. Loss of Control by Present Management and Shareholders. The Company may
----------------------------------------------------------
consider an acquisition in which the Company would issue as consideration
for the business opportunity to be acquired an amount of the Company's
authorized but unissued Common Stock that would, upon issuance, constitute
as much as 95% of the voting power and equity of the Company. The result of
such an acquisition would be that the acquired company's stockholders and
management would control the Company, and the Company's management could be
replaced by persons unknown at this time. Such a merger could leave
investors in the securities of the Company with a greatly reduced
percentage of ownership of the Company. Management could sell its control
block of stock at a premium price to the acquired company's stockholders,
although management has no plans to do so.
14. Dilutive Effects of Issuing Additional Common Stock. The majority of the
------------------------------------------------------
Company's authorized but unissued Common Stock remains unissued. The board
of directors of the Company has authority to issue such unissued shares
without the consent or vote of the shareholders of the Company. The
issuance of these shares may further dilute the interests of investors in
the securities of the Company and will reduce their proportionate ownership
and voting power in the Company. See "Series B Common Shares Authorized,"
below.
15. Thinly-traded Public Market. There currently is only a thinly traded or
-----------------------------
virtually inactive public market for the securities of the Company, and no
assurance can be given that a more active market will develop or that an
investor will be able to liquidate his investment without considerable
delay, if at all. If a more active market should develop, the price may be
highly volatile. Factors such as those discussed in this "Risk Factors"
section may have a significant impact upon the market price of the
securities of the Company. Owing to what may be expected to be the low
price of the securities, many brokerage firms may not be willing to effect
transactions in the securities. Even if an investor finds a broker willing
to effect a transaction in these securities, the combination of brokerage
commissions, state transfer taxes, if any, and any other selling costs may
exceed the selling price. Further, many lending institutions will not
permit the use of such securities as collateral for any loans.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company's discussion and analysis of its financial condition and results of
operations are based upon its consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles in the
United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenue and expenses, and related disclosure of contingent
assets and liabilities. On an ongoing basis, the Company evaluates its
estimates. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances. These estimates and assumptions provide a basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions, and these differences may
be material.
-7-
COMPARISON OF THREE MONTHS ENDED MARCH 31, 2004 TO THREE MONTHS ENDED MARCH 31,
2003.
The financials for the three months ended March 31, 2004 did not change in
comparison to the three months ended March 31, 2003. There were no revenues and
no liabilities.
LIQUIDITY AND CAPITAL RESOURCES
The company is currently not liquid and has no capital in which to continue
operations. The Company is currently a development stage company. There can be
no assurance that any of the plans developed by the Company will produce cash
flows sufficient to ensure its long-term viability. The Company's long-term
viability as a going concern is dependent on certain key factors, as follows:
- The Company's ability to continue to obtain sources of outside
financing to allow the Company to continue to develop a business
strategy.
- The Company's ability to locate attractive acquisitions.
- The Company's ability to increase profitability and sustain a cash
flow level that will ensure support for operations.
2004 OUTLOOK
Management intends to seek out and pursue a business combination with one or
more existing private business enterprises that might have a desire to take
advantage of the Company's status as a public corporation. Management does not
intend to target any particular industry but, rather, intends to judge any
opportunity on its individual merits. See "Item 1. Description of Business -
Risk Factors"
RECENT FINANCING
In 2004, Berkshire received no money from private placements or in loans from
officers of the company.
FORWARD-LOOKING INFORMATION-GENERAL
The statements contained herein and other information contained in this report
may be based, in part, on management's estimates, projections, plans and
judgments. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or those anticipated. In this report, the words
"anticipates", "believes", "expects", "intends", "future", "plans", "targets"
and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on the forward-looking statements
contained herein. The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that may arise
after the date hereof. Additionally, these statements are based on certain
assumptions that may prove to be erroneous and are subject to certain risks
including, but not limited to, the Company's dependence on limited cash
resources, its dependence on certain key personnel within the Company, and its
ability to raise additional capital. The Company's operations are also
significantly affected by factors which are outside the control of the Company.
Accordingly, actual results may differ, possibly materially, from the
predictions contained herein
ITEM 3. CONTROLS AND PROCEDURES.
Sandy Winick, our Chief Executive Officer, has concluded that our disclosure
controls and procedures are appropriate and effective. He has evaluated these
controls and procedures as of a date within 90 days of the end of the period
covered by this report on Form 10-QSB. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
-8-
Sandy Winick, our Chief Financial Officer, has concluded that our disclosure
controls and procedures are appropriate and effective. He has evaluated these
controls and procedures as of a date within 90 days of end of the period covered
by this report on Form 10-QSB. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Pursuant to the Instructions on Part II of the Form 10-QSB, Items 3, 4 and 5 are
omitted.
ITEM 1. LEGAL PROCEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
The following information sets forth certain information for all securities the
Company issued from January 1, 2004 through March 31, 2004, in transactions
without registration under the Act. There were no underwriters in any of these
transactions, nor were any sales commissions paid thereon. The securities were
issued pursuant to Section 4(2) of the Act.
No shares have been issued.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
Exhibit 31.1 - Certification of Chief Executive Officer of The Berkshire
Collection, Inc. required by Rule 13a - 14(1) or Rule 15d - 14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Exhibit 31.2 - Certification of Chief Financial Officer of The Berkshire
Collection, Inc required by Rule 13a - 14(1) or Rule 15d - 14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Exhibit 32.1 -- Certification of Chief Executive Officer of The Berkshire
Collection, Inc pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and
Section 1350 of 18 U.S.C. 63.
Exhibit 32.2 -- Certification of Chief Financial Officer of The Berkshire
Collection, Inc pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and
Section 1350 of 18 U.S.C. 63.
-9-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE BERKSHIRE COLLECTION, INC
By: /s/ Sandy Winick Date: May 11, 2005
--------------------
Sandy Winick,
Chairman of the Board and
Chief Executive Officer
-10-