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 SEPTEMBER 30, 2003 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES ACT OF 1934 COMMISSION FILE NUMBER 000-32563 SHAVA, INC. (Name of Small Business Issuer in its Charter) NEVADA 94-3391035 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 4878 RONSON COURT, SAN DIEGO, CALIFORNIA, 92037 (Address of Principal Executive Office) (858) 243-2615 (Issuer's Telephone Number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 filings requirements for the past 90 days. Yes [ ] No [X] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 3,100,000 shares of common stock, $.001 par value. Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X] 1 TABLE OF CONTENTS Part I - Financial Information Item 1 Financial Statements 3 Item 2 Management's Discussion and Analysis or Plan of Operation 9 Part II - Other Information Item 1 Legal Proceedings 10 Item 2 Changes in Securities 10 Item 3 Defaults Upon Senior Securities 10 Item 4 Submission of Matters to a Vote of Security Holders 10 Item 5 Other Information 10 Item 6 Exhibits and Reports on Form 8-K 10 Signatures 11 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS TABLE OF CONTENTS Page ---- BALANCE SHEET 4 STATEMENT OF OPERATIONS 5 STATEMENT OF CASH FLOWS 6 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY 7 NOTES TO FINANCIAL STATEMENTS 8 3 SHAVA, INC. (A DEVELOPMENT STAGE ENTERPRISE) BALANCE SHEET SEPTEMBER 30, 2003 (UNAUDITED) ASSETS ------ CURRENT ASSETS Cash in Bank $ 0 ---------- TOTAL CURRENT ASSETS 0 ---------- TOTAL ASSETS $ 0 ========= LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES $ 0 ---------- TOTAL LIABILITIES 0 ---------- STOCKHOLDERS' EQUITY Common stock, $0.001 par value, 25,000,000 shares authorized; 3,100,000 shares issued and outstanding 3,100 Additional paid in capital in excess of par 3,000 Deficit accumulated during the development stage (6,100) ---------- TOTAL STOCKHOLDERS' EQUITY 0 ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0 ========= The accompanying notes are an integral part of these financial statements 4 SHAVA, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT OF OPERATIONS (UNAUDITED) THREE THREE NINE NINE FROM 03/06/01 MONTHS ENDED MONTHS ENDED MONTHS ENDED MONTHS ENDED (INCEPTION) TO 09/30/03 09/30/02 09/30/03 09/30/02 09/30/03 ------------ ------------ ------------ ------------ -------------- INCOME ------ Income $ 0 $ 0 $ 0 $ 0 $ 0 ------------ ------------ ------------ ------------ ------------- TOTAL INCOME 0 0 0 0 0 ------------ ------------ ------------ ------------ ------------- EXPENSES -------- Bank Charges 0 36 0 108 220 Professional Services 0 22 0 1,900 5,880 ------------ ------------ ------------ ------------- ------------ TOTAL EXPENSES 0 48 0 2,008 6,100 ------------ ------------ ------------ ------------- ------------ NET INCOME (LOSS) $ 0 $ (48) $ 0 $ (2,008) $ (6,100) ============ ============ ============ ============= =========== NET INCOME (LOSS) PER SHARE $ 0.00 $ (0.01) $ 0.00 $ (0.01) ============ ============ ============ ============= Weighted average number of Common shares outstanding 3,100,000 3,100,000 3,100,000 3,100,000 ============ ============ ============ ============= The accompanying notes are an integral part of these financial statements 5 SHAVA, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) COMMON STOCK $.001 PAR VALUE ADDITIONAL RETAINED TOTAL NO. OF PAID IN EARNINGS STOCKHOLDER'S SHARES AMOUNT CAPITAL (DEFICIT) EQUITY --------- ---------- ----------- ----------- ------------- Beginning Balance - March 6, 2001 2,000,000 $ 2,000 $ 3,000 $ 0 $ 5,000 Net (loss) 0 0 0 (4,092) (4,092) ----------- ---------- ----------- ----------- ------------ Balance December 31, 2001 2,000,000 2,000 3,000 (4,092) 908 Sale of shares for cash 1,100,000 1,100 0 0 1,100 Net (loss) 0 0 0 (2,008) (2,008) ----------- ---------- ----------- ----------- ------------ Balance December 30, 2002 3,100,000 3,100 3,000 (6,100) 0 Net (loss) 0 0 0 0 0 ----------- ---------- ----------- ----------- ------------ Balance September 30, 2003 (Unaudited) 3,100,000 $ 3,100 $ 3,000 $ (6,100) $ 0 =========== ========== =========== =========== =========== The accompany notes are an integral part of these financial statements 6 SHAVA, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE NINE FOR THE NINE FROM 03/06/01 MONTHS ENDED MONTHS ENDED (INCEPTION) TO SEPT 30, 2003 SEPT 30, 2002 SEPT 30, 2003 ------------- ------------- -------------- CASH FLOWS FROM DEVELOPMENT ACTIVITIES: Net (loss) $ 0 $ (1,950) $ (6,100) ------------ ------------- -------------- Net cash flow provided by (used in) development activities 0 (1,950) (6,100) ------------ ------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES: None 0 0 0 ------------ -------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sale of stock 0 1,100 6,100 ------------ -------------- -------------- Net cash flow provided by financing activities 0 1,100 6,100 ------------ -------------- -------------- NET INCREASE(DECREASE)IN CASH 0 (850) 0 BEGINNING OF PERIOD Cash and cash equivalents 0 908 0 ------------ -------------- -------------- END OF PERIOD Cash and cash equivalents $ 0 $ 58 $ 0 ============ ============== ============= The accompanying notes are an integral part of these financial statements 7 SHAVA, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS (INFORMATION WITH REGARD TO THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 IS UNAUDITED) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES THE COMPANY Shava, Inc. was incorporated under the laws of the State of Nevada on March 6, 2001. Since its inception, the Company has been in the development stage and has conducted no business. The Company's only activities to date have been: (a) the initial issuance of common stock and organizational efforts; and (b) the registration of the Company under the Securities Exchange Act of 1934 as a reporting company, and subsequent periodic filings under Section 13 of the Securities Exchange Act. The year-end of the Company is December 31st for both book and tax purposes. CASH AND CASH EQUIVALENTS - Cash and cash equivalents consist of cash, bank deposits and temporary cash investments with a maturity of three months or less when purchased. USE OF ESTIMATES - the preparation of financial statements in conformity with Accounting Principles Generally Accepted in the United States, requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. START-UP COSTS - Costs of start-up activities, including organization costs, are expensed as incurred, in accordance with Statement of Position (SOP) 98-5. NET LOSS PER SHARE - Basic loss per weighted average common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. INTERIM FINANCIAL INFORMATION - The financial statements for the nine months ended September 30, 2003 and 2002 are unaudited and include all adjustments which in the opinion of management are necessary for fair presentation, and such adjustments are of a normal and recurring nature. The results for the nine months are not indicative of a full year results. NOTE 2 - STOCKHOLDERS EQUITY The Company has authorized 25,000,000 shares of $0.001 par value common stock. The Company had 3,100,000 shares of common stock issued and outstanding at September 30, 2002. On March 6, 2001, at inception, the Company issued 2,000,000 shares of common stock in exchange for $5,000 in cash, or $0.0025 per share. In January 2002, the Company issued 1,100,000 shares of common stock in exchange for $1,100 in cash, or $0.001 per share. NOTE 3 - RELATED PARTY TRANSACTIONS The Company's President, Director, Chief Financial Officer and Secretary, is also a shareholder. The Company currently uses the offices of its shareholder, officer and director as its principal place of business at no cost to the Company. NOTE 4 - INCOME TAXES Deferred income taxes (benefits) are provided for certain income and expenses which are recognized in different periods for tax and financial reporting purposes. The Company had net operating loss carry-forwards for income tax purposes of approximately $6,100, expiring $4,092 and $2,008 at December 31, 2021 and 2022, respectively. The amount recorded as a deferred tax asset at September 30, 2003 is approximately $900 which represents the amount of the tax benefit of the loss carry-forward. The Company has established a 100% valuation allowance against this deferred tax asset, as the Company has no history of profitable operations. NOTE 5 - CHANGE IN CONTROL In September 2003, the stockholders of the Company sold all of their shares to a third party effecting a change in ownership. At the same time all the officers and directors resigned and appointed this individual as sole officer and director, effecting a change in control. This individual relocated the Company's office to their own. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The Company was incorporated on March 6, 2001, and has had no operations to date. The Company is in the process of attempting to identify and acquire a favorable business opportunity. The Company has not entered into any agreement, nor does it have any commitment or understanding to enter into or become engaged in a transaction as of the date of this filing. The Company continues to investigate, review and evaluate business opportunities as they become available and will seek to acquire or become engaged in business opportunities at such time as specific opportunities warrant. COSTS AND EXPENSES The Company had no income, and recorded a net loss of $0 and $466 for the nine months ended September 30, 2003 and 2002, respectively. These losses were due almost entirely to expenses in connection with the Company's formation, and registration and subsequent reporting, as a reporting company under the Securities Exchange Act of 1934. LIQUIDITY AND CAPITAL RESOURCES At September 30, 2003 and 2002, the Company had total assets of $0 and $0, respectively. During the period from the Company's inception to September 30, 2001, the Company raised $5,000 in cash through the sale of 2,000,000 shares of its common stock and in the first quarter of 2002, the Company raised $1,100 in cash through the sale of 1,100,000 shares of its common stock. At September 30, 2003, the Company has 3,100,000 shares of common stock outstanding, with total shareholder equity of $0, or $0.00 per share. 9 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS ON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company has held no regularly scheduled, called or special meetings of shareholders during the reporting period. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS. The following documents are filed herewith or have been included as exhibits to previous filings with the Commission and are incorporated herein by this reference. Exhibit No. Description -------------------------------------------------------------------------------- 3(i).1 [1] Articles of Incorporation of Shava, Inc. 3(ii).1 [1] Bylaws of Shava, Inc. 31.1 * Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 * Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. -------------------------------------------- * Filed herewith. [1] Incorporated herein by reference to the Company's Registration Statement on Form 10-SB filed April 17, 2001. (b) REPORTS ON FORM 8-K. The Company filed a report on Form 8-K on May 7, 2004, reporting a change of control, change of address and a change in the Company's Certifying Accountant. 10 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. SHAVA, INC., A NEVADA CORPORATION By: /s/Roger E. Pawson ------------------------------------------ Roger E. Pawson, Sole Officer and Director Date: May 7, 2004 11