STUDIO BRO 10QSB

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, 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    

Studio Bromont Inc.
 
(Exact name of small Business Issuer as specified in its charter)

Florida                     95-4720231
(State or other jurisdiction of                  (IRS Employer Identification No.)
incorporation or organization)

2300 W. Sahara, Ave., Suite 500
Las Vegas, Nevada                     89102
(Address of principal executive offices)            (Zip Code)

Issuer's telephone number, including area code:        514-730-6514

PETAPEER HOLDINGS, INC.
2300 W. SAHARA AVE., SUITE 500
LAS VEGAS, NEVADA
89102
__________________________________________
(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, 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 six months ended June 30, 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
June 30, 2003 and December 31, 2002



   
 
  
June 30, 2003
Dec 31, 2002
       
ASSETS
   
 
    
 
  
               
CURRENT ASSETS
 
 
 
  
 
 
  
               
Cash
 
$
0
 
$
0
 
               
Total Current Assets
  $
0
   $
0
  
               
 
LIABILITIES AND STOCKHOLDERS ’EQUITY
   
 
    
 
  
               
CURRENT LIABILITIES
   
 
    
 
  
               
Accounts payable
 
$
671,521
 
$
666,512
 
               
Total Current Liabilites
 
$
671,521
 
$
666,512
 
               
 
STOCKHOLDERS’ DEFICIENCY
   
 
    
 
  
               
Common stock 50,000,000 shares authorized at
$0.001 par value; 13,703,416 shares issued and outstanding
   
13,703
   
13,703
 
               
Capital in excess of par value
   
627,808
   
627,808
 
               
Deficit accumulated during the Development stage
   
(1,313,032
)
 
(1,308,023
)
               
Total Stockholders’ Deficiency
   
(671,521
)
 
(666,512
)
               
 
    $
-
   $
-
  
               

The accompanying notes are an integral part of these financial statements.
 
 
     
 

STUDIO BROMONT, INC.
(Development Stage Company)
STATEMENT OF OPERATIONS
For the Three and Six Months Ended June 30, 2003 and 2002




   
 
  
3 month
ended
June 30, 2003
3 month
ended
June 30, 2002
6 month
ended
June 30, 2003
6 month
ended
June 30, 2003
           
REVENUES
 
$
0
 
$
0
 
$
0
 
$
0
 
   
 
 
 
 
 
EXPENSES
   
 
    
 
    
 
    
 
  
                           
 
Administrative
   
 
3,500
   
 
12,775
   
 
5,009
   
 
418,138
 
                           
Depreciation & amortization
   
0
   
0
   
0
   
6,716
 
                           
Consultants & salaries
   
0
   
0
   
0
   
32,069
 
                           
 
Total expenses
   
 
3,500
   
 
12,775
   
 
5,009
   
 
456,923
 
                           
 
OTHER EXPENSES
   
 
    
 
    
 
    
 
  
                           
 
Loss of assets
   
 
0
   
 
0
   
 
0
   
 
0
 
   
 
 
 
 
 
NET LOSS
   
 
$ (3,500
)
 
 
$(12,775
)
 
 
$(5,009
)
 
 
$(456,923
)
   
 
 
 
 
                           
 
NET LOSS PER COMMON SHARE
   
 
    
 
    
 
    
 
  
                           
 
Basic
   
 
$ 0
   
 
$ 0
   
 
$ 0
   
 
$ 0
 
                           
 
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 Six Months Ended June 30, 2003 and 2002

   
 
  
June 30,
2003
June 30,
2002
       
 
  
 
 
       
CASH FLOWS FROM OPERATING ACTIVITIES
   
 
    
 
  
               
Net loss
 
$
(5,009
)
$
(461,677
)
               
Adjustments to reconcile net loss to Net cash provided by operating Activities
   
 
    
 
  
               
Depreciation & amortization
   
 
    
6,716
 
               
Increase (Decrease) in Interest Payable
   
 
    
4,754
 
               
Changes in accounts payables
   
5,009
   
44,688
 
               
Contributions to capital-expenses
   
0
   
0
 
               
Capital stock issued as payment for expenses
   
0
   
405,519
 
   
 
 
 
Net increase (Decrease) in Cash Flows from operations
   
 
0
   
 
0
 
   
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
   
 
    
 
  
               
CASH FLOWS FROM FINANCING ACTIVITIES
   
 
    
 
  
               
 
Proceeds from loans
   
 
0
   
 
0
 
   
 
 
 
Proceeds from common stock subscriptions
   
 
0
   
 
0
 
   
 
 
 
Net change in Cash
   
 
0
   
 
0
 
               
 
Cash at Beginning of Period
   
 
0
   
 
0
 
   
 
 
 
Cash at end of Period
   
 
$ 0
   
 
$ 0
 
   
 
 
     
 
SCHEDULE OF NON CASH OPERATION ACTIVITIES
   
 
    
 
  
               
 
Contributions to capital-expenses 2000-2002
   
 
0
   
 
0
 
               
stock issued as payment for expenses 1992-2002
   
0
   
0
 
               



 




The accompanying notes are an integral part of these financial statements.
 
 
     
 




STUDIO BROMONT INC.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2003


1.ORGANIZATION

The Company was incorporated under the laws of the State of Florida on July 17, 1992 under the name American finacial 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, 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 June 30, 2003, the company had a net operating loss carry forward of $1,313,032. The amount of carryfoward that may be availible to offset future profits has not been determined and therefore no provision for a tax benefit has been provided.

The loss carryforward expires starting in 2007 through 2023.

Basic and Diluted net Income (Loss) per share

Basic net income (loss) per share amount are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amount 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 right
 
 
     
 


STUDIO BROMONT INC.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2003


2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

unless the exercise becomes antidilutive and then only the basic share amount are shown in the report.

Statement of cash flows

For the purposes of the statement of cash flow, the company considers all highly liquid investments with a maturity of three month or less to be cash equivalents.

Financial and Concentration Risk

The company does not have any concentration or related financial credit risk.

Revenue Recognition

Revenue is recognized on the sale and delivery of product or the completion of a service provided.

Advertising and Market development

The company expenses advertising and market develpment costs as incurred.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with accounting principales 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 revenue and expenses. Actual result 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
 
 
     
 



STUDIO BROMONT INC.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2003


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 service, of which 1,847,877 shares were issued to a manager of the Company. (note 4)

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 service, 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

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 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.

Overview

Our principal asset was a license to use and commercialize the client software known as "Gnotella" ("Gnotella"). However, in late 2001, further development and promotion of Gnotella ceased.

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.

Plan of Operations

We currently have no business activities. Our plan of operations is to identify and evaluate other businesses and technology opportunities and make arrangements to acquire one that is consistent with our expertise and income needs.

We can provide no assurance that we will be successful in acquiring other businesses or technology due to our limited working capital. We anticipate that if we are successfully able to identify technology or businesses for acquisition, we will require additional financing in order to enable us to complete the acquisition. However, we can provide no assurance that if we pursue additional financing we will receive any financing.

We currently have forecasted the expenditure of approximately $20,000 during the next six to twelve months in order to remain in compliance with the reporting requirements of the Securities Exchange Act of 1934 and to identify additional businesses and technology for acquisition. The completion of our business plan for the next 12 months is contingent upon us obtaining additional financing. If we are unable to obtain additional financing, our business plan will be significantly impaired and we may lose our listing on the over-the-counter bulletin board. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds. Without the necessary cash flow, we will not be able to pursue our plan of operations until such time as the necessary funds are raised in the equity securities market. If we are successful and identify a business or technology to acquire, we will need additional financing to complete this acquisition.
 
 
     
 
 
We do not anticipate purchasing any real property or significant equipment during the next 12 months.
 
At the present time we have no employees other than our Chief Executive Officer and Chief Financial Officer, Mr. Benoit Laliberte. We do not anticipate hiring any employees until such time as we are able acquire any additional businesses and/or technology.

Results of Operations

We did not earn any revenues during the three or six month period ending June 30, 2003.

We incurred expenses in the amount of $3,500 for the three months ended June 30, 2003, compared to expenses of $12,775 for the three months ended June 30, 2002. We incurred expenses in the amount of $5,009 for the six months ended June 30, 2003, compared to expenses of $456,923 for the six months ended June 30, 2002. Our expenses for the three and six months ended June 30, 2003 were primarily attributable to paying administrative expenses. We incurred $3,500 in administrative expenses for the three months ended June 30, 2003, compared to $12,775 in administrative expenses for the three months ended June 30, 2002. We anticipate our operating expenses will increase as we undertake our plan of operations.

We incurred a loss of $3,500 for the three months ended June 30, 2003, compared to a loss of $12,775 for the three months ended June 30, 2002. Our losses have been attributable entirely to operating expenses.

Liquidity and Capital Resources

As of June 30, 2003, we had no cash, compared to no cash as of December 31, 2002. We had a working capital deficit of $671,521 as of June 30, 2003, compared to a working capital deficit in the amount of $666,512 as of December 31, 2002. Accordingly, we currently have insufficient working capital to pursue our plan of operations.

We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operations. For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

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 as of June 30, 2003. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. 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

None.

Item 3. Defaults upon Senior Securities

None.


Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to our security holders for a vote during the fiscal quarter ended June 30, 2003.


Item 5. Other Information

On July 9, 2003, Rodger Brulotte resigned as our Chief Executive Officer, Chief Financial Officer, and from the board of directors and appointed Gilles Poliquin to fill the positions which Mr. Brulotte held. On July 22, 2003, Gilles Poliquin resigned as our Chief Executive Officer, Chief Financial Officer, and from the board of directors and appointed Benoit Laliberte to fill the positions which Mr. Poliquin held.
 
Item 6. Exhibits and Reports on Form 8-K.

EXHIBITS REQUIRED BY ITEM 601 OF FORM 8-K

Exhibit Number
Description of Exhibit
 
31.1
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
32.1
 
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

REPORTS ON FORM 8-K

We filed a Current Report on Form 8-K on May 15, 2003, to disclose a change in our certifying accountant to Sellers and Andersen L.L.C.
 
 
     
 

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:     August 26, 2003
                             
                              /s/Benoit Laliberte
 
           By:                        
        Benoit Laliberte
    Principal Executive Officer
Principal Accounting Officer