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 MARCH 31, 2003
[ ] 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
--------------- ----------------
(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: 514-788-4870
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PETAPEER HOLDINGS, INC.
2300 W. SAHARA AVE., SUITE 500
LAS VEGAS, NEVADA
89102
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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 MARCH 31, 2003.
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying un-audited financial statements have been prepared in
accordance with the instructions to Form 10-QSB and, therefore, do not include
all information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows, and stockholders' deficit 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 three
months ended March 31, 2003 are not necessarily indicative of the results that
can be expected for the year ending December 31, 2002.
STUDIO BROMONT INC.
(DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 2003
================================================================================
ASSETS
CURRENT ASSETS
Cash $ -
-------
Total Current Assets $ -
======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $668,021
--------
Total Current Liabilities $668,021
--------
STOCKHOLDERS' DEFICIENCY
Common stock
50,000,000 shares authorized at $0.001 par value;
13,703,416 shares issued and outstanding 13,703
Capital in excess of par value 627,808
Deficit accumulated during the Development stage (1,309,532)
----------
Total Stockholders' Deficiency (668,021)
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$ -
========
The accompanying notes are an integral part of these financial statements.
STUDIO BROMONT INC.
(DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 AND THE
PERIOD JULY 17, 1992 (DATE OF INCEPTION) TO MARCH 31, 2003
================================================================================
MAR 31, MAR 31, JUL 17, 1992
2003 2002 TO MAR 31, 2003
----------------------------------------
REVENUES $ - $ - $ -
----------------------------------------
EXPENSES
Administrative 1,509 25,672 314,695
Depreciation & amortization - 3,358 14,738
Consultants & salaries - - 948,977
1,509 29,030 1,278,410
OTHER EXPENSES
Loss of assets - - 31,122
----------------------------------------
NET LOSS $ (1,509) $ (29,030) $(1,309,532)
=======================================
NET LOSS PER COMMON SHARE
Basic $ - $ -
------------------------
AVERAGE OUTSTANDING SHARES
Basic (stated in 1,000s) 13,703 9,668
------------------------
The accompanying notes are an integral part of these financial statements.
STUDIO BROMONT INC.
(DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 AND THE
PERIOD JULY 17, 1992 (DATE OF INCEPTION) TO MARCH 31, 2003
================================================================================
MAR 31, MAR 31, JUL 17, 1992
2003 2002 TO MAR 31, 2003
----------------------------------------
Mar 31, 2003
--------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (1,509) $(29,030) $ (1,309,532)
Adjustments to reconcile net loss
to net cash provided by operating
activities
Changes in accounts payables 1,509 29,030 195,294
Contributions to
capital - expenses - - 92,500
Capital stock issued as
payment for expenses - - 406,019
----------------------------------------
Net Increase (Decrease) in
Cash Flows from Operations - - (615,719)
CASH FLOWS FROM
INVESTING ACTIVITIES
- - -
----------------------------------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from loans - - 240,996
Proceeds from common
stock subscriptions - - 374,723
----------------------------------------
Net Change in Cash - - -
Cash at Beginning of Period - - -
----------------------------------------
Cash at End of Period $ - $ - $ -
========================================
SCHEDULE OF NONCASH OPERATING ACTIVITIES
Contributions to
capital - expenses - 2000-2002 $ 92,500 Capital
stock issued as payment --------
for expenses - 1992-2002 406,019
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The accompanying notes are an integral part of these financial statements.
STUDIO BROMONT INC.
(DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003
================================================================================
1. ORGANIZATION
The Company was incorporated under the laws of the State of Florida on July 17,
1992 under the name "American Financial Seminares, Inc " with authorized common
stock of 1,000 shares at $1.00 par value.
Since its inception the Company has made several name changes and an increase in
the authorized common stock to 50,000,000 shares with a par value of $.001.
The Company was organized for the purpose of marketing a software license known
as "Gnotella", however, in late 2001 this activity was abandoned and the Company
has remained inactive after that date.
The Company is in the development stage.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
-------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
----------------
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
-------------
On March 31, 2003, the Company had a net operating loss carry forward of
$1,309,532. The amount of carry forward that may be available to offset future
profits has not been determined and therefore no provision for a tax benefit has
been provided.
The loss carry forward expires starting in 2007 through 2023.
Basic and Diluted Net Income (Loss) Per Share
----------------------------------------------------
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding as if shares had been issued on the
exercise of the common share rights unless the exercise becomes antidilutive and
then only the basic share amounts are shown in the report.
STUDIO BROMONT INC.
(DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2003
================================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Statement of Cash Flows
--------------------------
For the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be cash
equivalents.
Financial and Concentrations Risk
------------------------------------
The Company does not have any concentration or related financial credit risk.
Revenue Recognition
--------------------
Revenue is recognized on the sale and delivery of a product or the completion of
a service provided.
Advertising and Market Development
-------------------------------------
The company expenses advertising and market development costs as incurred.
Estimates and Assumptions
---------------------------
Management uses estimates and assumptions in preparing financial statements in
accordance with accounting principles generally accepted in the United States of
America. Those estimates and assumptions affect the reported amounts of the
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Actual results could vary from the estimates
that were assumed in preparing these financial statements.
Financial Instruments
----------------------
The carrying amounts of financial instruments, including accounts payable, are
considered by management to be their estimated fair values.
Recent Accounting Pronouncements
----------------------------------
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
3. CAPITAL STOCK
During 2002 the Company completed an SEC registration and issuance of 4,035,192
common shares at $.10 for services, of which, 1,847,877 shares were issued to a
manager of the Company. (Note 4)
STUDIO BROMONT INC.
(DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2003
================================================================================
4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Officer-directors have not acquired any of the common outstanding stock of the
Company nor received any compensation.
A manager of the Company, not an officer-director, received 1,847,877 free
trading common shares for services, which he sold, and he has also made
contributions to capital in 2002 by the payment $91,000 of Company expenses.
5. GOING CONCERN
The Company will need additional working capital to service its debt and to be
successful in its planned activity which raises substantial doubt about its
ability to continue as a going concern. Continuation of the Company as a going
concern is dependent upon obtaining additional working capital and the
management of the Company has developed a strategy, which it believes will
accomplish this objective through additional equity funding, and long term
financing, which will enable the Company to operate in the coming year.
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 three month period ended March 31,
2003, 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 March 31, 2003, the Company had no working capital to meet the cash
requirements of the Company. In addition, at that date the Company had no assets
and current liabilities totaling $668,021. 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.
FORWARD LOOKING STATEMENTS
The information in this discussion contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements involve risks and uncertainties, including statements
regarding the Company's capital needs, business strategy and expectations. Any
statements contained herein that are not statements of historical facts may be
deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "will", "should",
"expect", "plan", "intend", "anticipate", "believe", "estimate", "predict",
"potential" or "continue", the negative of such terms or other comparable
terminology. Actual events or results may differ materially. In evaluating these
statements, you should consider various factors, including the risks outlined
below, and, from time to time, in other reports the Company files with the SEC.
These factors may cause the Company's
3
actual results to differ materially from any forward-looking statement. The
Company disclaims any obligation to publicly update these statements, or
disclose any difference between its actual results and those reflected in these
statements. The information constitutes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
ITEM 3. CONTROLS AND PROCEDURES.
As required by Rule 13a-14 under the Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to the filing date of this report. This evaluation was carried out under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, Mr. Rodger Brulotte. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective in timely alerting management to material
information relating to us which is required to be included in our periodic SEC
filings. There have been no significant changes in our internal controls or in
other factors that could significantly affect internal controls subsequent to
the date we carried out our evaluation.
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed our reports filed
or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not a party to any material legal proceedings and to our knowledge, no
such proceedings are threatened or contemplated.
ITEM 2. CHANGES IN SECURITIES
We did not complete any sales of our securities during the fiscal quarter ended
March 31, 2003.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
4
No matters were submitted to our security holders for a vote during the fiscal
quarter ended March 31, 2003.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
EXHIBITS REQUIRED BY ITEM 601 OF FORM 8-K
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EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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99.1 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(1)
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(1) Filed as an Exhibit to this Quarterly Report on Form 10-QSB
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REPORTS ON FORM 8-K
We did not file any Current Reports on Form 8-K during the fiscal quarter ended
March 31, 2003. However, we did file a Form 8-K on May 15, 2003, to disclose a
change in our certifying accountant to Sellers and Andersen L.L.C.
5
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 authorized.
STUDIO BROMONT INC.
Date: June 9, 2003
By: /s/ Rodger Brulotte
---------------------------
Rodger Brulotte
President
Principal Executive Officer
Principal Accounting Officer
6
CERTIFICATIONS
I, Rodger Brulotte, certify that;
(1) I have reviewed this quarterly report on Form10-QSB of Studio Bromont Inc.;
(2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this
quarterly report;
(4) The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
(5) The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
(6) The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other facts that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 9, 2003 /s/ Rodger Brulotte
-------------------------------
Rodger Brulotte
Chief Executive Officer
Chief Financial Officer