U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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: December 31, 1999
Commission File No: 0-24140
LIFESTAR CORPORATION
--------------------
(Exact Name of small business issuer as Specified in its Charter)
Utah 87-0426839
- -------------------------------- -----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation)
233 Wilshire Blvd., Suite 325, Santa Monica, CA 90405
-----------------------------------------------------------------------
(Address of Principal Executive Office) (Zip Code)
(310) 395-1134
----------------------------------------------
Issuer's Telephone Number, Including Area Code
Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15 (d) of the Exchange Act during the past twelve months
(or for such shorter periods that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past
ninety days.
Yes X No
---- ----
The number of shares of issuers Common Stock, no par value, outstanding as of
December 31, 1999 was 49,033,829 shares.
1
<PAGE>
LifeStar Corporation
(A Development Stage Company)
Consolidated Balance Sheet
December 31, 1999
ASSETS
Current Assets
Cash $ --
-----------
Total current assets --
Other Assets
License Agreement (Note 5) 2,500,000
(Less) valuation allowance (2,500,000)
-----------
Total other assets --
$ 0
===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accrued expenses $ 6,000
Note payable (Note 6) 1,096,686
-----------
Total current liabilities 1,102,686
Stockholders' equity (deficit)
Preferred Stock, $.01 par
value 1,000 shares
authorized, issued and
outstanding 10
Common stock, no par value,
900,000,000 shares authorized;
49,033,829 shares issued and
outstanding 222,763
Additional Paid-in Capital 1,605,088
(Deficit) accumulated during
the development stage (2,930,547)
-----------
Total stockholders' equity (deficit) (1,102,686)
-----------
$ 0
===========
See accompanying notes to consolidated financial statements.
2
<PAGE>
LifeStar Corporation
(A Development Stage Company)
Consolidated Statements of Operations
Year
Ended
December 31,
1999
----
Revenues $ --
Expenses:
General and
Administrative 89,776
License Agreement
Valuation Allowance --
------------
Operating (Loss) (89,776)
Other Income:
Grant Revenue 30,624
(Loss) before
income taxes (59,152)
Provision for
income taxes --
------------
NET (LOSS) $ (59,152)
------------
Net (loss) per
common share $ (.01)
------------
Weighted average
outstanding shares 42,858,829
------------
See accompanying notes to consolidated financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
LifeStar Corporation
(A Development Stage Company)
Statement of Changes in Consolidated Stockholders' Equity (Deficit) (1 of 2)
(Deficit)
Accumulated
Additional During the
Common Stock Preferred Stock Paid-In Development
Shares Amount Shares Amount Capital Stage Total
------ ------ ------ ------ ------- ----- -----
Balance at
Inception on
<S> <C> <C> <C> <C> <C> <C> <C>
Sept. 17,1985 -- $ -- -- $ -- $ -- $-- $ --
Issuance of
shares to
officers,
directors and
others
on Sept. 24, 1985 2,400,000 2,400 -- -- 12,600 -- 15,000
Public Offering
at $.02 (Net of
Offering Costs)-
1986 7,000,000 7,000 -- -- 105,025 -- 112,025
Issuance of
shares to
Officers,
Directors and
others for
services- 1988 40,600,000 40,600 -- -- -- -- 40,600
8 for 1
reverse stock
split-1988 (43,750,000) (43,750) -- -- 43,750 -- --
Issuance of
shares to
officers,
directors and
others for
services-1989 26,312,000 26,312 -- -- -- -- 26,312
Issuance of
shares to
officers,
Directors
and others for
services-1992 125,000 125 -- -- -- -- 125
Business
combination-
1994 282,000,000 -- -- -- 10,000 -- 10,000
License
Acquisition
1995 -- -- -- -- 1,403,314 -- 1,403,314
1 for 30
reverse split-
May 31, 1995 (304,197,433) (30,399) -- -- 30,399 -- --
See accompanying notes to con solid ated financial statements.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
LifeStar Corporation
(A Development Stage Company)
Statement of Changes in Consolidated Stockholders' Equity (Deficit) (2 of 2)
(Deficit)
Accumulated
Additional During the
Common Stock Preferred Stock Paid-In Development
Shares Amount Shares Amount Capital Stage Total
------ ------ ------ ------ ------- ----- -----
<S> <C> <C> <C> <C> <C>
Shares issued
for cash-
Jan. 1,1995-
March 31,
1997 117,333 176,000 1,000 10 -- -- 176,010
Shares issued
for services
Jan. 1, 1995-
March 31,
1997 19,901,929 25,950 -- -- -- -- 25,950
Net (loss)
for period
Sept. 7, 1985
(inception)-
March 31,
1997 -- -- -- -- -- (2,865,135) (2,865,135)
Balance,
March 31,
1997 30,508,829 204,238 1,000 10 1,605,088 (2,865,135) (1,055,799)
Net (loss)
for year
ended March
31, 1998 -- -- -- -- -- (6,260) (6,260)
Balance,
March 31, 1998 30,508,829 204,238 1,000 10 1,605,088 (2,871,395) (1,062,059)
Shares issued
for services
during year
ended March 31,
1999 18,525,000 18,525 -- -- -- -- 18,525
Net (loss) for
year ended
March 31, 1999 -- -- -- -- -- (59,152) (59,152)
Balance,
March 31, 1999 49,033,829 $ 222,763 1,000 $ 10 $ 1,605,088 $(2,930,547) $(1,102,686)
========== ========== ===== ========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
LifeStar Corporation
(A Development Stage Company)
Statements of Cash Flows
Year
Ended
Dec. 31,
1999
----
Operating Activities:
Net (loss) $(59,152)
Adjustments to reconcile
net (loss) to net cash
(used by) operating
activities:
Write off of subsidiary --
Common stock issued
for services 18,525
Valuation allowance
Changes in operating assets
and liabilities:
Accrued expenses 6,000
Other 34,627
--------
Net Cash (used)
by operating Activities --
Investing Activities: --
Cash flows from
Financing Activities
Common stock issued
for cash --
--------
Net cash provided
by Financing Activities --
Increase (Decrease)
in Cash --
Cash at beginning of period --
--------
Cash at end of period $ --
--------
Supplemental cash flows information:
Cash paid during the period for:
Interest $ --
--------
Income taxes $ --
--------
Non-cash financing transactions:
Shares for services $ 18,525
--------
Acquisition of license
agreement for stock
and note $ --
--------
See accompanying notes to consolidated financial statements.
6
<PAGE>
LifeStar Corporation
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1999
Note 1 - Summary of Significant Accounting Policies
Basis of Presentation
LifeStar Corporation (the "Company"), a Utah corporation, was
incorporated on September 17, 1985. The Company has been formerly known as Zohoz
Funding, Inc., U.S. Care Industries, Inc. and Rand Industrial Group, Inc. The
Company, a development stage enterprise, is attempting to develop operations as
a supplier of health care services through telecommunications. The Company has
had no revenues from these operations.
The consolidated financial statements include the accounts of LifeStar
Corporation and its wholly-owned subsidiary, LifeStar Advanced Behavioral
Technologies. All intercompany accounts and transactions have been eliminated.
Cash Equivalents
For purposes of the Statements of Cash Flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.
Loss per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding during the periods presented.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Shares for services
Valuation of shares for services is based on the fair market value of
services.
Grant Revenue
Grant revenue consists of monies received by the Company pursuant to a
grant by a United States government agency. The Company is the recipient of an
award from the U.S. Department of Health and Human Services, Public Health
Service, National Institutes of Health.
7
<PAGE>
LifeStar Corporation
(A Development Stage Company)
Notes to Consolidated Financial Statements (Continued)
December 31, 1999
Note 1 - Summary of Significant Accounting Policies (continued)
Research and Development Costs
Research and development costs are expensed as incurred.
Reclassifications
Certain prior year amounts have been reclassified to conform with 1999
classifications.
Income Taxes
The Company records its income tax provision in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes". (See Note 4). Note 2 - Basis of presentation and considerations related
to continued existence (going concern)
The Company's consolidated financial statements have been presented on the
basis that it is a going concern, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. The
Company incurred net losses of $59,152 and $6,260 for the year ended March 31,
1999 and for the year ended March 31, 1998, respectively. This raises
substantial doubt about its ability to continue as a going concern.
The Company's management intends to raise additional operating funds for
the building of its planned network service through equity and/or debt
offerings. However, there can be no assurance management will be successful in
this endeavor.
Note 3 - Development Stage Company
A Development Stage Company is one for which principal operations have
not commenced or principal operations have generated an insignificant amount of
revenue. A development stage company's management devotes most of its activities
to establishing a new business. However, there can be no assurance that the
Company's management will be successful in establishing an operating business.
8
<PAGE>
LifeStar Corporation
(A Development Stage Company)
Notes to Consolidated Financial Statements (Continued)
December 31, 1999
Note 4 - Income Taxes
The Company records its income tax provision in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" which requires the use of the liability method of accounting for deferred
income taxes.
Since the Company has not generated taxable income since inception, no
provision for income taxes has been provided. At December 31, 1999, the Company
did not have any significant tax net operating loss carryforwards (tax benefits
resulting from losses for tax purposes have been fully reserved due to the
uncertainty of a going concern). At December 31, 1999, the Company did not have
any significant deferred tax liabilities or deferred tax assets.
The Company is delinquent on income tax return filings. The Company has
not filed required federal and state tax returns for approximately the last four
years.
Note 5 - License Agreement and Related Valuation Allowance
The Company possesses a license agreement from a non-profit medical
research entity (see also Note 6) assigning the Company exclusive rights in the
United States for commercial application of licensed software, hardware,
programs, patent rights, trademarks and copyrights relating to the fields of
medicine and health promotion.
Due to uncertainty of recovery the Company has recorded a valuation
allowance for the full amount of this intangible asset.
Note 6 - Note Payable
The $1,096,686 note payable is due to a non-profit medical research
entity (the same entity mentioned in Note 5) This note is a non-interest
bearing, unsecured, demand note.
(PAGE)
Item 6. Exhibit and Reports on Form 8-K
A. Exhibits:
None.
B. Reports on Form 8-K:
None
9
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
LIFESTAR CORPORATION
Registrant
Date: May 15, 2000 By: /s/ L. William Bro
------------------
L. William Bro, President and C.E.O.
10
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1102686
<BONDS> 0
0
0
<COMMON> 222763
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 89776
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (59152)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
