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 MARCH 31, 2004
[ ] 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
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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
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SHAVA, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
MARCH 31, 2004
(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 FROM 03/06/01
MONTHS ENDED MONTHS ENDED (INCEPTION) TO
03/31/04 03/31/03 03/31/04
------------ ------------ --------------
INCOME
------
Income $ 0 $ 0 $ 0
------------ ------------ -------------
TOTAL INCOME 0 0 0
------------ ------------ -------------
EXPENSES
Bank Charges 0 0 220
Professional Services 0 0 5,880
----------- ----------- ------------
TOTAL EXPENSES 0 0 6,100
----------- ----------- ------------
NET INCOME(LOSS) $ 0 $ 0 (6,100)
=========== =========== ===========
NET INCOME(LOSS)PER SHARE $ 0.00 $ 0.00
=========== ===========
Weighted average number of common
shares outstanding 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 December 30, 2003 3,100,000 3,100 3,000 (6,100) 0
Net (loss) 0 0 0 0 0
----------- ---------- ----------- ----------- ------------
Balance March 31, 2004
(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 3 FOR THE 3 FROM 03/06/01
MONTHS ENDED MONTHS ENDED (INCEPTION) TO
03/31/04 03/30/03 03/30/04
------------- ------------- --------------
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net (loss) $ 0 $ 0 $ (6,100)
------------- ------------- --------------
Net cash flow provided by (used in)
development activities 0 0 (6,100)
------------- ------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
None 0 0 0
------------- ------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock 0 0 6,100
------------- ------------- --------------
Net cash flow provided by financing
activities 0 0 6,100
------------- ------------- --------------
NET INCREASE(DECREASE)IN CASH 0 0 0
BEGINNING OF PERIOD
Cash and cash equivalents 0 0 0
------------- ------------- --------------
END OF PERIOD
Cash and cash equivalents $ 0 $ 0 $ 0
============= ============= =============
The accompanying notes are an integral part of these financial statements
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SHAVA, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
(INFORMATION WITH REGARD TO THE THREE MONTHS ENDED
MARCH 31, 2004 AND 2003 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 three months
ended March 31, 2004 and 2003 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 three
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
March 31, 2004 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 OF 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.
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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 $0 for the three
months ended March 10, 2004 and 2003, 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 March 31, 2004 and 2003, 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 March 31,
2004, the Company has 3,100,000 shares of common stock outstanding, with total
shareholder equity of $0, or $0.00 per share.
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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.
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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
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