UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[ X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2002
[ ] Transition Report pursuant to 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period to
Commission File Number 000-27621
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Studio Bromont Inc.
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(Exact name of small Business Issuer as specified in its charter)
Florida 95-4720231
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2300 W. Sahara, Ave., Suite 500
Las Vegas, Nevada 89102
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number,
including area code: 514-891-9070
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(Former name, former address and former
fiscal year, if changed since last report)
Check whether the issuer (1) 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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days [X ] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 13,703,416 Shares of Common Stock
outstanding as of June 30, 2002.
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and,
therefore, do not include all information and footnotes necessary for a complete
presentation of financial position, results of operations, cash flows, and
stockholders' equity in conformity with generally accepted accounting
principles. In the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature.
Operating results for the six months ended June 30, 2002 are not necessarily
indicative of the results that can be expected for the year ending December 31,
2002.
2
Studio Bromont, Inc.
(A Development Stage Company)
Financial Statements
June 30, 2002
Studio Bromont, Inc.
(A Development Stage Company)
Balance Sheet
June December
30, 2002 31, 2001
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(Unaudited)
Assets
Current Assets
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Subscriptions Receivable $ 1,333 $ 1,333
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Total Current Assets 1,333 1,333
Other Assets
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Capital Assets, Net 3,644 4,164
Technology Costs, Net 20,762 26,958
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Total Other Assets 24,406 31,122
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Total Assets $ 25,739 $ 32,455
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Liabilities & Stockholders' Equity
Current Liabilities
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Accounts Payable and
Accrued Liabilities $ 607,305 $ 562,617
Note Payable 99,422 99,422
Note Payable - Related Party 141,574 141,574
Accrued Interest 21,021 16,267
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Total Current Liabilities 869,322 819,880
Stockholders' Equity
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Common Stock, 50,000,000
Shares Authorized
at $0.001 Par Value;
9,668,224 Shares
Issued &
Outstanding 13,703 9,668
Additional Paid In
Capital (Deficit) 1,393,149 991,665
Common Stock Subscribed 231,731 231,731
Deficit Accumulated in
the Development Stage (1,482,166) (1,020,489)
Less: Treasury Stock (1,000,000) (1,000,000)
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Total Stockholders' Equity (843,583) (787,425)
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Total Liabilities &
Stockholders' Equity $ 25,739 $ 32,455
============ ===========
See accompanying notes to financial statements.
2
Studio Bromont, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
Deficit
For the Three For the Six Accumulated
Months Period Ended Months Period Ended During the
June June June June Development
30, 2002 30, 2001 30, 2002 30, 2001 Stage
Revenue $- $- $- $- $-
----------------------- ----------- ----------- ---------- ---------- ------------
Expenses
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General &
Administrative 416,911 67,592 418,138 91,082 826,799
Depreciation &
Amortization 3,358 5,182 6,716 6,876 21,454
Legal Fees 7,624 74,928 32,069 114,381 154,763
Salaries & Benefits - 65,840 - 65,840 306,488
Travel - 9,183 - 24,462 29,193
----------- ----------- ---------- ---------- ------------
Total Expenses 427,893 222,725 456,923 302,641 1,338,697
----------- ----------- ---------- ---------- ------------
Income (Loss)
From Operations (427,893) (222,725) (456,923) (302,641) (1,338,697)
Other Income (Expenses)
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Interest Expense (2,377) (1,580) (4,754) (1,580) (15,892)
----------- ----------- ---------- ---------- ------------
Total Other Income
(Expenses) (2,377) (1,580) (4,754) (1,580) (15,892)
----------- ----------- ---------- ---------- ------------
Net Income (Loss) $ (430,270) $ (224,305) $(461,677) $(304,221) $(1,354,589)
=========== =========== ========== ========== ============
Loss Per Share $ (0.05) $ (0.02)
Weighted Average
Shares Outstanding 9,172,532 8,500,000
See accompanying notes to financial statements.
3
Studio Bromont, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
Deficit
Accumulated
For the Six Months Ended During the
June June Development
30, 2002 30, 2001 Stage
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Cash Flows from Operating Activities
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Net Income (Loss) $ (461,677) $ (304,221) $(1,354,589)
Adjustment to Reconcile
Net (Loss) to Net
Cash Provided by Operating Activities;
Stock Issued for Services 405,519 - 405,519
Increase in Due to Related Party - 8,366
Deficiency from Subsidiary - - (127,577)
Depreciation & Amortization 6,716 6,876 21,454
Increase (Decrease) in
Accounts Payable
/Accrued Expenses 44,688 133,943 607,305
Increase (Decrease) in Interest Payable 4,754 - 21,021
(Increase) Decrease in Accounts Receivable - (653) -
(Increase) Decrease in Prepaid Expenses - (10,000) -
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Net Cash Provided (Used)
By Operating Activities - (165,689) (426,867)
Cash Flows from Investing Activities
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Payments for Technology Costs - (40,655) (40,655)
Payments for Computer Equipment - (3,596) (5,205)
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Net Cash Provided (Used) by
Investing Activities - (44,251) (45,860)
See accompanying notes to financial statements.
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Deficit
Accumulated
For the Six Months Ended During the
June June Development
30, 2002 30, 2001 Stage
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Cash Flows from Investing Activities
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Proceeds from Stock Subscriptions - 221,731 231,731
Proceeds from Notes Payable - - 99,422
Proceeds from Related Party Notes - - 141,574
Net Cash Provided (Used) by
Financing Activities - - 472,727
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Increase (Decrease) in Cash - 11,791 -
Cash at Beginning of Period - 1,068 -
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Cash at End of Period $ - $ 12,859 $ -
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Disclosures from Operating Activities
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Interest $ - $ - $ -
Taxes - - -
Supplemental Non Cash Disclosure
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On June 12, 2002, the Company issued 4,035,192 shares of common stock for
services performed in behalf of the Company. The shares were issued at $0.10
per share pursuant to an S-8 Registration dated June 12, 2002. Accordingly,
$401,484 has been charged to additional paid-in capital.
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Studio Bromont, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2002
Financial Statement Preparation
The condensed financial statements included herein have been prepared by the
Company, without audit, 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 condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.
In the opinion of the Company, all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position of the
Company as of June 30, 2002 and the results of its operations and changes in
its financial position from December 31, 2001 through June 30, 2002 have been
made. The results of its operations for such interim period is not necessarily
indicative of the results to be expected for the entire year.
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Item 2. Management's Discussion and Analysis or Plan of Operations
Plan of Operations
Our principal asset is a license to use and commercialize the client software
known as "Gnotella" ("Gnotella"). However, in late 2001, further development
and promotion of Gnotella ceased. During the six month period ended June 30,
2002, the Company sought new business opportunities.
In or around February, 2002, the Company entered into a plan of reorganization
with Studio Bromont Inc. If the plan had been consummated, the business
operations of the Studio Bromont Inc. would have become the business operations
of the Company. The plan of reorganization was never closed, and in or around
March, 2002, the plan expired according to its terms and was never consummated.
In contemplation of the transactions set forth in the plan, the Company changed
its name to Studio Bromont Inc. and that remains the name of the Company as of
the date of this filing.
For the next 12 months, the Company will continue to seek out business
opportunities in which it can engage and/or operating companies that it can
acquire. At the present time the Company has a verbal agreement to acquire
through a reverse acquisition a holding company have diverse business
operations. The Company hopes to enter into formal written arrangements and
close the transaction within the next 30 days.
At June 30, 2002, the Company had no working capital to meet the cash
requirements of the Company. In addition, at that date the Company had current
liabilities totaling approximately $850,000. We therefore believe the Company
will need to raise as much as $900,000 by selling common shares or by borrowing
in order to have sufficient capital to meet its needs for the next 12 months.
The Company attempted without success to raise sufficient capital to vigorously
pursue its business during 2001. Accordingly, there is significant doubt as to
whether we will be able to raise the $900,000. Therefore the day to day
operations of the Company are contingent upon our creditors allowing us to
proceed without immediate payment of our obligations and upon our ability to
raise sufficient monies to sustain minimal operations while we search for a
business opportunity. It is impossible to know at this point whether we will be
successful in this attempt.
It should also be noted that the Company is obligated to satisfy the costs
associated with filing the required reports under the Exchange Act of 1934. It
appears at the present time that these costs will also have to be met through
the continued sale of stock or by borrowing additional funds. The Company's
current operating plan is to (i) handle the administrative and reporting
requirements of a public company; and (ii) search for potential business,
products, technologies and companies for acquisition.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
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Item 2. Changes in Securities
On June 20, 2002, the Company registered 4,035,192 common shares on Form
S-8 issued to three consultants of the Company. The transactions were isolated
transactions with persons having a close affiliation with the Company and were
exempt from registration under the Securities Act of 1933 pursuant to Section
4(2) of the Act because of not being part of a public offering. The offering
was for a limited purpose and did not use the machinery of public distribution.
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
None
(b) Reports on Form 8-K
None
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SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorised.
Studio Bromont Inc.
Date August 19, 2002
By: /s/ Rodger Brulotte
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Rodger Brulotte, CEO and
Principal Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Rodger Brulotte, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report on Form 10-QSB of Studio Bromont Inc. for the quarterly period ended June
30, 2002 fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that the information contained in the
Quarterly Report on Form 10-QSB fairly presents in all material respects the
financial condition and results of operations of Studio Bromont Inc.
By:
/s/ Rodger Brulotte
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Name: Rodger Brulotte
Title: Chief Executive Officer
Date: August 19, 2002
I, Rodger Brulotte, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report on Form 10-QSB of Studio Bromont Inc. for the quarterly period ended June
30, 2002 fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that the information contained in the
Quarterly Report on Form 10-QSB fairly presents in all material respects the
financial condition and results of operations of Studio Bromont Inc.
By:
/s/ Rodger Brulotte
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Name: Rodger Brulotte
Title: Chief Financial Officer
Date: August 19, 2002
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