UNITED STATES
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 Quarter Ended June 30, 2005
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number 000-31187
BIG FLASH CORPORATION
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(Exact name of small business issuer as specified in its charter)
Delaware 87-0638336
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State or other jurisdiction of (I.R.S. Employer
ncorporation or organization) Identification No.)
19 East 200 South, Suite #1080, Salt Lake City, Utah 84111
(Address of principal executive offices)
(801) 322-3401
(Issuer's telephone number)
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 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 [X] No [ ]
Indicate by check mark whether the redgistrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
Class Outstanding as of June 30, 2005
------------------------------- -------------------------------
Common Stock, $.00001 par value 1,500,000
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
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TABLE OF CONTENTS
Heading Page
------- ----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements..................................................................... 3
Item 2. Management's Discussion and Analysis and Results of Operations........................... 11
Item 3. Controls and Procedures.................................................................. 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................................................ 13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.............................. 13
Item 3. Defaults Upon Senior Securities.......................................................... 13
Item 4. Submission of Matters to a Vote of Securities Holders.................................... 14
Item 5. Other Information........................................................................ 14
Item 6. Exhibits and Reports on Form 8-K......................................................... 14
Signatures............................................................................... 15
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PART I
Item 1. Financial Statements
The accompanying unaudited balance sheets of Big Flash Corporation at June
30, 2005 and December 31, 2004, related unaudited statements of operations,
stockholders' equity (deficit) and cash flows for the six months ended June 30,
2005 and 2004 and the period July 27, 1999 (date of inception) to June 30, 2005,
have been prepared by management in conformity with accounting principles
generally accepted in the United States. 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 period ended June
30, 2005, are not necessarily indicative of the results that can be expected for
the fiscal year ending December 31, 2005 or any other subsequent period.
BIG FLASH CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
June 30, 2005 and December 31, 2004
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BIG FLASH CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
------
June 30, December 31,
2005 2004
---------- ----------
(Unaudited)
CURRENT ASSETS
Cash $ -- $ --
---------- ----------
Total Current Assets -- --
---------- ----------
TOTAL ASSETS $ -- $ --
========== ==========
The accompanying notes are an integral part
of these financial statements.
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BIG FLASH CORPORATION
(A Development Stage Company)
Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
June 30, December 31,
2005 2004
----------- -----------
(Unaudited)
CURRENT LIABILITIES
Accounts payable $ -- $ 2,224
Payable - related party 17,321 9,165
----------- -----------
Total Current Liabilities 17,321 11,389
----------- -----------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; 20,000,000 shares authorized at
$0.00001 par value, 1,500,000 shares
issued and outstanding, respectively 15 15
Additional paid in capital 485 485
Deficit accumulated during the development stage (17,821) (11,889)
----------- -----------
Total Stockholders' Equity (Deficit) (17,321) (11,389)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ -- $ --
=========== ===========
The accompanying notes are an integral part
of these financial statements.
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BIG FLASH CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
For the For From
Three Months Six Months Inception on
Ended Ended July 27,
June 30, June 30, 1999 Through
-------------------------- -------------------------- June 30,
2005 2004 2005 2004 2005
----------- ----------- ----------- ----------- -----------
REVENUES $ -- $ -- $ -- $ -- $ --
EXPENSES 1,895 3,063 5,436 3,063 17,029
----------- ----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (1,895) (3,063) (5,436) (3,063) (17,029)
OTHER EXPENSES
Interest expense (286) -- (495) -- (792)
----------- ----------- ----------- ----------- -----------
NET LOSS $ (2,181) $ (3,063) $ (5,931) $ (3,063) $ (17,821)
=========== =========== =========== =========== ===========
BASIC NET LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 1,500,000 1,500,000 1,500,000 1,500,000
=========== =========== =========== ===========
The accompanying notes are an integral part
of these financial statements.
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BIG FLASH CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on July 27, 1999 through June 30, 2005
Deficit
Accumulated
Common Stock Additional Stock During the
------------------------ Paid in Subscription Development
Shares Amount Capital Receivable Stage
----------- ----------- ----------- ----------- -----------
Balance at inception of
the development stage on
July 27, 1999 -- $ -- $ -- $ -- $ --
Common stock issued for
cash on September 8,
1999 at $0.0003
per share 1,500,000 15 485 (500) --
Net loss for the period
July 27, 1999 through
December 31, 1999 -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Balance, December 31,
1999 1,500,000 15 485 (500) --
Net loss for the year
ended December 31, 2000 -- -- -- -- (2,503)
----------- ----------- ----------- ----------- -----------
Balance, December 31,
2000 1,500,000 15 485 (500) (2,503)
Cash received for
Stock subscription -- -- -- 500 --
Net loss for the
year ended
December 31,2001 -- -- -- -- (1,086)
----------- ----------- ----------- ----------- -----------
Balance, December 31,
2001 1,500,000 15 485 -- (3,589)
Net loss for the
year ended
December 31, 2002 -- -- -- -- (350)
----------- ----------- ----------- ----------- -----------
Balance, December 31,
2002 1,500,000 15 485 -- (3,939)
2
Net loss for the
year ended
December 31,2003 -- -- -- -- (108)
----------- ----------- ----------- ----------- -----------
Balance, December 31,
2003 1,500,000 15 485 -- (4,047)
Net loss for the
year ended
December 31, 2004 -- -- -- -- (7,842)
----------- ----------- ----------- ----------- -----------
Balance, December 31,
2004 1,500,000 $ 15 $ 485 $ -- $ (11,889)
----------- ----------- ----------- ----------- -----------
The accompanying notes are an integral part
of these financial statements.
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BIG FLASH CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on July 27, 1999 through June 30, 2005 (Continued)
Deficit
Accumulated
Common Stock Additional Stock During the
------------------------- Paid in Subscription Development
Shares Amount Capital Receivable Stage
----------- ----------- ----------- ----------- -----------
Balance, December 31,
2004 1,500,000 $ 15 $ 485 $ -- $ (11,889)
Net loss for the
Six months ended
June 30, 2005 (Unaudited) -- -- -- -- (5,931)
----------- ----------- ----------- ----------- -----------
Balance June 30,
2005 (Unaudited) 1,500,000 $ 15 $ 485 $ -- $ (17,821)
=========== =========== =========== =========== ===========
The accompanying notes are an integral part
of these financial statements.
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BIG FLASH CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
Inception on
For the Six Months Ended July 27,
June 30, 1999 Through
-------------------------- June 30,
2005 2004 2005
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (5,931) $ (3,063) $ (17,821)
Adjustments to reconcile net
cash used by operating activities:
Changes in operating assets and
liabilities:
Increase (Decrease) in accounts payable (2,224) 3,063 --
Increase in due to shareholder 8,155 -- 17,321
----------- ----------- -----------
Net Cash Used by
Operating Activities -- -- (500)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES -- -- --
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock -- -- 500
----------- ----------- -----------
Net Cash Provided by
Financing Activities -- -- 500
----------- ----------- -----------
NET INCREASE IN CASH -- -- --
CASH AT BEGINNING OF PERIOD -- -- --
----------- ----------- -----------
CASH AT END OF PERIOD $ -- $ -- $ --
=========== =========== ===========
The accompanying notes are an integral part
of these financial statements.
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BIG FLASH CORPORATION
(A Development Stage Company)
Statements of Cash Flows (continued)
(Unaudited)
From
Inception on
For the Six Months Ended July 27,
June 30, 1999 Through
------------------------ June 30,
2005 2004 2005
---------- ---------- ----------
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ -- $ -- $ --
Income Taxes $ -- $ -- $ --
NON CASH FINANCING ACTIVITIES
None
The accompanying notes are an integral part
of these financial statements.
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BIG FLASH CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2005 and December 31, 2004
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations and cash flows at June
30, 2005 and 2004 and for all periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed
or omitted. It is suggested that these condensed financial statements
be read in conjunction with the financial statements and notes thereto
included in the Company's December 31, 2004 audited financial
statements. The results of operations for the periods ended June 30,
2005 and 2004 are not necessarily indicative of the operating results
for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using accounting
principles generally accepted in the United States of America
applicable to a going concern which contemplates the realization of
assets and liquidation of liabilities in the normal course of business.
The Company has not yet established an ongoing source of revenues
sufficient to cover its operating costs and allow it to continue as a
going concern. The ability of the Company to continue as a going
concern is dependent on the Company obtaining adequate capital to fund
operating losses until it becomes profitable. If the Company is unable
to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among
other things, additional capital resources. Management's plans to
obtain such resources for the Company include (1) obtaining capital
from management and significant shareholders sufficient to meet its
minimal operating expenses, and (2) seeking out and completing a merger
with an existing operating company. However, management cannot provide
any assurances that the Company will be successful in accomplishing any
of its plans.
The ability of the Company to continue as a going concern is dependent
upon its ability to successfully accomplish the plans described in the
preceding paragraph and eventually secure other sources of financing
and attain profitable operations. The accompanying financial statements
do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
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Item 2. Management's Discussion and Analysis or Plan of Operations
The following information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10-QSB.
We are considered a development stage company with no assets or capital and
with no material operations or income. The costs and expenses associated with
the preparation and filing of this report and other reports and our registration
statement in 2000 have been paid for by advances from shareholders. It is
anticipated that we will require only nominal capital to maintain our corporate
viability and necessary funds will most likely be provided by our officers and
directors in the immediate future. However, unless we are able to facilitate an
acquisition of or merger with an operating business or are able to obtain
significant outside financing, there is substantial doubt about our ability to
continue as a going concern.
Results of Operations
We did not realized any revenues during the first six months of 2005 or
2004. We incurred a loss of $2,181 and $5,931 for the three and six month
periods ended June 30, 2005, respectively, compared to a loss of $3,063 for both
the three and six month periods ended June 30, 2004. The losses are attributed
to the payment of professional fees and other expenses related to the
preparation and filing with the SEC of periodic and annual reports during the
respective periods.
In the opinion of management, inflation has not and will not have a
material effect on our operations until such time as we successfully complete an
acquisition or merger. At that time, management will evaluate the possible
effects of inflation related to our business and operations.
Liquidity and Capital Resources
During the three and six month periods ended June 30, 2005, our expenses
were paid by a shareholder. At June 30, 2005, we had a payable to our
stockholder of $17,321. Because we have no cash reserves or sources of revenues,
we will continue to rely on the shareholder to pay our expenses until such time
that we complete a merger with or acquisition of an existing, operating company.
There is no assurance that we will complete such a merger or acquisition or that
the shareholder will continue indefinitely to pay our expenses.
Plan of Operation
During the next 12 months, we intend to actively seek out and investigate
possible business opportunities for the purpose of possibly acquiring or merging
with one or more business ventures. We do not intend to limit our search to any
particular industry or type of business.
Because we lack funds, it may be necessary for our officers and directors
to either advance funds or to accrue expenses until such time as a successful
business consolidation can be made. Management intends to hold expenses to a
minimum and to obtain services on a contingency basis when possible. Further,
our directors will defer any compensation until such time as an acquisition or
merger can be accomplished and will strive to have the business opportunity
provide their remuneration. However, if we engage outside advisors or
consultants in its search for business opportunities, it may be necessary to
attempt to raise additional funds. As of the date hereof, we have not made any
arrangements or definitive agreements to use outside advisors or consultants or
to raise any capital.
In the event we need to raise capital, most likely the only method
available to us would be the private sale of our securities. Because we are a
development stage company, it is unlikely that we could make a public sale of
securities or be able to borrow any significant sum from either a commercial or
private lender. There can be no assurance that we will be able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on acceptable terms.
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We have not in the past and do not anticipate in the future using any
employees, with the possible exception of part-time clerical assistance on an
as-needed basis. Outside advisors or consultants will be used only if they can
be obtained for minimal cost or on a deferred payment basis. Management is
confident that it will be able to operate in this manner and to continue its
search for business opportunities during the next twelve months. Management
further believes that we will not have to make any equipment purchases in the
immediate future.
Forward-Looking and Cautionary Statements
This report contains certain forward-looking statements. These statements
relate to future events or our future performance and involve known and unknown
risks and uncertainties. Actual results may differ substantially from such
forward-looking statements, including, but not limited to, the following:
o our ability to search for an appropriate business opportunity and to
subsequently acquire or merge with such entity;
o to meet our cash and working capital needs;
o our ability to maintain our corporate existence as a viable entity; and
o other risks detailed in our periodic report filings with the SEC.
In some cases, you can identify forward-looking statements by terminology
such as "may," "will" "should," "expects," "intends," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," "continue," or the negative of
these terms or other comparable terminology.
These statements are only predictions. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements.
Item 3. Controls and Procedures.
As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of management,
including our chief executive officer and principal financial officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934. Based upon that evaluation, our chief executive officer
and principal financial officer concluded that our disclosure controls and
procedures are effective to cause the material information required to be
disclosed by us in the reports that we file or submit under the Exchange Act to
be recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms. There have been no significant changes
in our internal controls or in other factors which could significantly affect
internal controls subsequent to the date we carried out our evaluation.
PART II
Item 1. Legal Proceedings
There are no material pending legal proceedings to which we are a party or
to which any of our property is subject and, to the best of our knowledge, no
such actions against us are contemplated or threatened.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
This Item is not applicable.
Item 3. Defaults Upon Senior Securities
This Item is not applicable.
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Item 4. Submission of Matters to a Vote of Security Holders
This Item is not applicable.
Item 5. Other Information
This Item is not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 31.1 Certification of C.E.O. Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certification of Principal Accounting Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Exhibit 32.1 Certification of C.E.O. Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Exhibit 32.2 Certification of Principal Accounting Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(b) Reports on Form 8-K
No report on Form 8-K was filed during the three month period ended June
30, 2005.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
BIG FLASH CORPORATION
Date: August 25, 2005 By: /S/ EDWARD F. COWLE
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Edward F. Cowle
President, C.E.O. and Director
(Principal Accounting Officer)
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