SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10QSB
[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 SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 000-27233
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LIVESTAR ENTERTAINMENT GROUP, INC.
-----------------------------------------------
(Exact name of Registrant as specified in its charter)
NEVADA 98-0204736
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
62 W. 8th Avenue, 4th Floor
Vancouver, British Columbia, Canada V5Y 1M7
----------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
Issuers telephone number, including area code: (604) 682-6541
-----------------
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 filing requirements for
the past 90 days.
Yes ( X ) No ( ).
State the number of shares outstanding of each of the issuers
classes of common equity, as of the last practicable date.
Class Outstanding as of June 30, 2003
------------------------------- --------------------------------
$0.0001 par value Common Stock 94,794,923
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [ X ]
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-QSB and
Item 310 (b) of Regulation S-B, and, therefore, do not include
all information and footnotes necessary for a complete
presentation of financial position, results of operations, cash
flows, and stockholders' equity 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, 2003.
2
LIVESTAR ENTERTAINMENT GROUP INC.
(Formerly RRUN Ventures Network Inc.)
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited)
(Stated in U.S. Dollars)
F-1
LIVESTAR ENTERTAINMENT GROUP INC.
(Formerly RRUN Ventures Network Inc.)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
(Unaudited)
(Stated in U.S. Dollars)
-----------------------------------------------------------------------------
June 30 DECEMBER 31
2003 2002
-----------------------------------------------------------------------------
ASSETS
Current
Cash $ 64 $ 32
Goods and Services Tax recoverable 2,815 5,786
Prepaid expense 36,139 345
Notes receivable - 13,125
------------------------------
39,018 19,288
Capital Assets 7,157 8,230
------------------------------
$ 46,175 $ 27,518
LIABILITIES
Current
Accounts payable $ 1,559,296 $ 1,374,920
Loans and advances payable 536,071 528,581
------------------------------
2,095,367 1,903,501
------------------------------
STOCKHOLDERS DEFICIENCY
Share Capital
Authorized:
250,000,000 common shares, par value
$0.0001 per share
200,000,000 preferred shares, par
value $0.0001 per share
Issued and outstanding:
94,794,923 common shares at June 30,
2003 and
45,654,790 common shares at December
31, 2002 9,480 4,566
Add: Share subscriptions received:
Nil common shares at June 30,
2003 and
36,250 common shares at December
31, 2002 - 1,450
Additional paid-in capital 1,262,047 1,087,084
Deficit (3,320,719) (2,969,083)
------------------------------
(2,049,192) (1,875,983)
------------------------------
$ 46,175 $ 27,518
=============================================================================
F-2
LIVESTAR ENTERTAINMENT GROUP INC.
(Formerly RRUN Ventures Network Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)
-----------------------------------------------------------------------------
THREE SIX THREE SIX INCEPTION
MONTHS MONTHS MONTHS MONTHS OCTOBER 12
ENDED ENDED ENDED ENDED 2000 TO
JUNE 30 JUNE 30 JUNE 30 JUNE 30 JUNE 30
2003 2003 2002 2002 2003
-----------------------------------------------------------------------------
Revenue $ 502 $ 502 $ 5,000 $ 5,000 $ 9,502
---------------------------------------------------------
Expenses
Administrative
Services 2,327 4,594 38 6,139 159,164
Amortization 598 1,114 2,685 5,372 16,359
Business
development 128,645 149,645 168,786 359,952 867,751
Consulting 50,539 100,539 68,401 328,402 571,502
Equipment leases - - 7,444 14,918 35,796
Investor relations 1,546 1,841 104,178 275,952 393,240
Marketing - - - 540 36,389
Media design 14 194 6,071 22,055 84,069
Office, rent
and sundry 28,456 61,001 73,602 124,558 326,195
Professional fees 24,585 32,026 32,280 57,885 297,619
Software
Development - - 33,222 72,110 855,135
Travel 688 1,184 15,589 25,239 112,891
Wages and benefits - - 4,513 17,857 28,281
---------------------------------------------------------
237,398 352,138 516,809 1,310,979 3,784,391
---------------------------------------------------------
Loss Before The
Following 236,896 351,636 511,809 1,305,979 3,774,889
Write Down Of
Investment - - - - 6,750
Minority Interest
In Loss Of
Subsidiary - - - - (219)
---------------------------------------------------------
Loss From
Continuing
Operations 236,896 351,636 511,809 1,305,979 3,781,420
Gain On Disposal
Of Subsidiary - - - - (419,427)
Discontinued
Operations - - (24,541) (49,525) (53,629)
---------------------------------------------------------
Net Loss For The
Period $ 236,896 $ 351,636 $ 487,268 $1,256,454 $3,308,364
=============================================================================
Net Loss Per Share $ 0.01 $ 0.01 $ 0.03 $ 0.08
=================================================================
Weighted Average
Number Of Common
Shares
Outstanding 79,994,738 57,640,620 17,165,054 15,979,807
=================================================================
F-3
LIVESTAR ENTERTAINMENT GROUP INC.
(Formerly RRUN Ventures Network Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
-----------------------------------------------------------------------------
THREE SIX THREE SIX INCEPTION
MONTHS MONTHS MONTHS MONTHS OCTOBER 12
ENDED ENDED ENDED ENDED 2000 TO
JUNE 30 JUNE 30 JUNE 30 JUNE 30 JUNE 30
2003 2003 2002 2002 2003
-----------------------------------------------------------------------------
Cash Flows From
Operating
Activities
Loss from
continuing
operations $(236,896) $(351,636) $(511,809)$(1,305,979)$(3,781,420)
Adjustments To
Reconcile Net
Loss To Net Cash
Used By Operating
Activities
Amortization 598 1,114 2,685 5,372 16,359
Issue of common
Stock for expenses 62,400 114,900 - 60,000 408,090
Write down of
Investment - - - - 6,750
Minority interest
in loss of
subsidiary - - - - (219)
Goods and Services
Tax recoverable 1,609 2,971 (943) 2,401 (2,815)
Accounts receivable - - (25,000) (25,000) -
Note receivable 13,125 13,125 - - -
Prepaid expense 11,389 (35,794) 2,134 (11,613) (36,139)
Accounts payable 139,563 227,726 240,776 855,336 2,174,326
Loans and advances
Payable 8,152 21,031 37,558 71,472 677,052
---------------------------------------------------------
(60) (6,563) (254,599) (348,011) (538,016)
---------------------------------------------------------
Cash Flows From
Investing
Activities
Net asset
deficiency of
legal parent at
date of reverse
take-over
transaction - - - - (12,355)
Purchase of capital
Assets - - - - (43,493)
---------------------------------------------------------
- - - - (55,848)
---------------------------------------------------------
Cash Flows From
Financing
Activities
Shares issued
for cash 8,045 8,045 273,750 273,750 422,757
Share subscriptions
Received (8,045) (1,450) (75,600) 23,400 -
---------------------------------------------------------
- 6,595 198,150 297,150 422,757
---------------------------------------------------------
Increase (Decrease)
In Cash (60) 32 (56,449) (50,861) (171,107)
Net Cash From
Discontinued
Operations - - 24,541 49,525 53,630
Cash Acquired On
Acquisition Of
Subsidiary - - - - 117,541
Cash, Beginning Of
Period 124 32 31,993 1,421 -
---------------------------------------------------------
Cash, End Of Period $ 64 $ 64 $ 85 $ 85 $ 64
=============================================================================
F-4
LIVESTAR ENTERTAINMENT GROUP INC.
(Formerly RRUN Ventures Network Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
(Unaudited)
(Stated in U.S. Dollars)
Supplemental Disclosure Of Cash Flow Information
During the period ended June 30, 2003, the Company issued
3,672,560 common shares on conversion of $13,541 of loans
payable, and 14,162,573 common shares to settle $43,391 in
accounts payable.
F-5
LIVESTAR ENTERTAINMENT GROUP INC.
(Formerly RRUN Ventures Network Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIENCY
JUNE 30, 2003
(Unaudited)
(Stated in U.S. Dollars)
ADDITIONAL
PAID-IN
SHARES AMOUNT CAPITAL DEFICIT TOTAL
-----------------------------------------------------
Shares issued for cash
and services 4,200,000 $4,200 $ - $ - $ 4,200
Adjustment to number of
shares issued and
outstanding as a result
of the acquisition of
RAHX, Inc.
RAHX, Inc. (4,200,000)(4,200) - - (4,200)
RRUN Ventures Inc. 5,708,780 5,709 (1,509) - 4,200
Adjustment to stated
value of stockholders'
equity to reflect
minority interest in
the net assets of
RAHX, Inc. at the
acquisition date - - (219) - (219)
Net asset deficiency of
legal parent at date of
reverse take-over
transaction - - - (12,355) (12,355)
Shares issued to acquire
investment in Kaph Data
Engineering Inc. 400,000 400 6,350 - 6,750
Loss for the period - - - (79,249) (79,249)
-----------------------------------------------------
Balance, December 31,
2000 6,108,780 6,109 4,622 (91,604) (80,873)
Adjustment to number of
shares issued and
outstanding as a result
of the acquisition of
RRUN Ventures, Inc.
RRUN Ventures, Inc. (6,108,780)(6,109) (4,622) - (10,731)
RRUN Ventures Network
Inc. 288,420 288 10,443 - 10,731
Fair value of shares
issued in connection
with the acquisition of
RRUN Ventures, Inc. 305,439 306 28,325 - 28,631
-----------------------------------------------------
593,859 594 38,768 (91,604) (52,242)
Increase in issued
shares due to 20 for 1
stock split 11,283,321 594 (594) - -
Shares issued for debt 1,867,544 187 54,257 - 54,444
Shares issued for cash 670,000 67 13,333 - 13,400
Shares issued for
Services 200,000 20 3,980 - 4,000
Loss for the year - - - (1,611,999) (1,611,999)
-----------------------------------------------------
Balance, December 31,
2001 14,614,724 1,462 109,744 (1,703,603) (1,592,397)
F-6
LIVESTAR ENTERTAINMENT GROUP INC.
(Formerly RRUN Ventures Network Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIENCY (Continued)
JUNE 30, 2003
(Unaudited)
(Stated in U.S. Dollars)
ADDITIONAL
PAID-IN
SHARES AMOUNT CAPITAL DEFICIT TOTAL
-----------------------------------------------------
Balance, December 31,
2001 14,614,724 $1,462 $ 109,744 $(1,703,603)$(1,592,397)
Shares issued for debt 11,163,816 1,116 268,026 - 278,142
Shares issued for
services 13,845,000 1,384 283,606 - 275,990
Shares issued for cash
and notes receivable 7,861,250 787 461,912 - 462,698
Shares cancelled (1,830,000) (183) (61,204) - (61,387)
Forgiveness of
shareholder debt - - 25,000 - 25,000
Loss for the year - - - (1,265,480) (1,265,480)
-----------------------------------------------------
Balance, December 31,
2002 45,654,790 4,566 1,087,084 (2,969,083) (1,877,434)
Shares issued for
debt 17,835,133 1,784 55,148 - 56,932
Shares issued for
services 29,620,000 2,962 111,938 - 114,900
Shares issued for
cash 1,685,000 168 7,877 - 8,045
Loss for the period - - - (351,636) (351,636)
--------------------------------------------------------
Balance, June 30,
2003 94,794,923 $9,480 $1,262,047 $(3,320,719)$(2,049,193)
=========================================================
F-7
LIVESTAR ENTERTAINMENT GROUP INC.
(Formerly RRUN Ventures Network Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited)
(Stated in U.S. Dollars)
1. BASIS OF PRESENTATION
The unaudited consolidated financial statements as of June 30,
2003 included herein have been prepared without audit pursuant
to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures
normally included in financial statements prepared in
accordance with United States of America generally accepted
accounting principles have been condensed or omitted pursuant
to such rules and regulations. In the opinion of management,
all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been
included. It is suggested that these consolidated financial
statements be read in conjunction with the December 31, 2002
audited consolidated financial statements and notes thereto.
2. NATURE OF OPERATIONS
a) Organization
The Company was incorporated in the State of Nevada, U.S.A.,
on October 12, 2000. On June 23, 2003, the Company changed
its name from RRUN Ventures Network Inc. to Livestar
Entertainment Group Inc.
b) Development Stage Activities
The Company was organized as a holding company to develop or
acquire innovative ventures with an emphasis on serving the
lifestyle needs of the 18 ? 34 year Digital Generation
through the production and marketing of lifestyle products
and services. The Company?s initial venture is RAHX, a
business concept previously focused on delivering, for its
customers, a consolidated Entertainment Experience Network
comprised of many services ranging from digital media peer
to peer file exchange to live entertainment and online video
games. At this time, the Company?s focus is the developing
of a live entertainment business, specifically nightclubs
and live events.
F-8
LIVESTAR ENTERTAINMENT GROUP INC.
(Formerly RRUN Ventures Network Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited)
(Stated in U.S. Dollars)
2. NATURE OF OPERATIONS (Continued)
c) Going Concern
Since inception, the Company has suffered recurring losses,
net cash outflows from operations and, at June 30, 2003, has
a working capital deficiency of $2,056,349. The Company
expects to continue to incur substantial losses to complete
the development and testing of its technology. Since its
inception, the Company has funded operations through common
stock issuances and related party loans in order to meet its
strategic objectives. Management believes that sufficient
funding will be available to meet its business objectives,
including anticipated cash needs for working capital, and is
currently evaluating several financing options. However,
there can be no assurance that the Company will be able to
obtain sufficient funds to continue the development of and,
if successful, to commence the sale of its products under
development. As a result of the foregoing, there exists
substantial doubt about the Company?s ability to continue as
a going concern. These consolidated financial statements do
not include any adjustments that might result from the
outcome of this uncertainty.
3. SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements of the Company have been
prepared in accordance with generally accepted accounting
principles in the United States of America. Because a precise
determination of many assets and liabilities is dependent upon
future events, the preparation of consolidated financial
statements for a period necessarily involves the use of
estimates which have been made using careful judgement.
The consolidated financial statements have, in management?s
opinion, been properly prepared within reasonable limits of
materiality and within the framework of the significant
accounting policies summarized below:
a) Consolidation
These consolidated financial statements include the accounts
of the Company, its 100% owned subsidiaries, RRUN Labs Inc.
and RVNI Management Ltd., and its 67% owned subsidiary,
RAHX, Inc.
F-9
LIVESTAR ENTERTAINMENT GROUP INC.
(Formerly RRUN Ventures Network Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited)
(Stated in U.S. Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
b) Development Stage Company
The Company is a development stage company as defined in the
Statements of Financial Accounting Standards No. 7. The
Company is devoting substantially all of its present efforts
to establish a new business and none of its planned
principal operations have commenced. All losses accumulated
since inception have been considered as part of the
Companys development stage activities.
c) Investments
Investments in companies owned less than 20% are recorded at
the lower of cost or fair market value.
d) Software Development Costs
The costs to develop new software products and enhancements
to existing software products will be expensed as incurred
until technological feasibility has been established. Once
technological feasibility has been established, any
additional costs will be capitalized.
e) Income Taxes
The Company has adopted Statement of Financial Accounting
Standards No. 109 ? ?Accounting for Income Taxes? (SFAS
109). This standard requires the use of an asset and
liability approach for financial accounting and reporting on
income taxes. If it is more likely than not that some
portion or all if a deferred tax asset will not be realized,
a valuation allowance is recognized.
f) Amortization
Capital assets are being amortized on the declining balance
basis at the following rates:
Computer equipment 30%
Computer software 100%
Office furniture and equipment 20%
F-10
LIVESTAR ENTERTAINMENT GROUP INC.
(Formerly RRUN Ventures Network Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(Unaudited)
(Stated in U.S. Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
g) Stock Based Compensation
The Company accounts for stock based employee compensation
arrangements in accordance with the provisions of Accounting
Principles Board Opinion No. 25 - Accounting for Stock
Issued to Employees (APB No. 25) and complies with the
disclosure provisions of Statement of Financial Accounting
Standards No. 123 - Accounting for Stock Based
Compensation (SFAS No. 123). Under APB No. 25,
compensation expense is recognized based on the difference,
if any, on the date of grant between the estimated fair
value of the Companys stock and the amount an employee must
pay to acquire the stock. Compensation expense is
recognized immediately for past services and rateably for
future services over the option vesting period.
h) Financial Instruments
The Companys financial instruments consist of cash, GST
recoverable and accounts payable.
Unless otherwise noted, it is management?s opinion that this
Company is not exposed to significant interest or credit
risks arising from these financial instruments. The fair
value of these financial instruments approximate their
carrying values, unless otherwise noted.
i) Net Loss Per Share
In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128,
Earnings Per Share (SFAS 128). Under SFAS 128, basic
and diluted earnings per share are to be presented. Basic
earnings per share is computed by dividing income available
to common shareholders by the weighted average number of
common shares outstanding in the period. Diluted earnings
per share takes into consideration common shares outstanding
(computed under basic earnings per share) and potentially
dilutive common shares.
4. SUBSEQUENT EVENT
Subsequent to June 30, 2003, the Company issued 55,750,000
common shares with a fair value of $216,500, pursuant to the
provisions of various consulting services agreements entered
into by the Company.
F-11
Item 2. Management's Discussion and Analysis or Plan of
Operations
Forward Looking Statements
Except for the historical information and discussions
contained herein, statements contained in this Form 10-QSB may
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These
statements involve a number of risks, uncertainties and other
factors that could cause actual results to differ materially,
including any projections of earnings, revenues, or other
financial items; any statements of the plans, strategies, and
objectives of management for future operation; any statements
concerning proposed new products, services, or developments, any
statements regarding future economic conditions or performance,
statements of belief, statements of assumptions underlying any of
the foregoing and other risks, uncertainties and factors
discussed elsewhere in this Form 10-QSB or in the Companys other
filings with the Securities and Exchange Commission.
RESULTS OF OPERATIONS
For The Six Month Period Ended June 30, 2003
For the six-month period ended June 30, 2003, the Company
earned revenues of $502. The revenues were related to the
production of a live event for one client.
During the six month period ended June 30, 2003, the Company
incurred operational expenses of $352,138. These operating
expenses included: consulting fees of $100,539, business
development expenses $149,645, and professional fees of $32,026
for the six month period ending June 30, 2003. The company
continues to incur significant consulting and business
development costs in its effort to realize its business strategy
and its business plan.
For the six month period ended June 30, 2003, the company
also issued a total of 10,500,000 shares as payment to one of our
legal advisors to cover our legal expenses and to establish a
pre-paid expense for future legal services. At June 30, 2003,
the Pre-paid Expense totaled $36,139.
During the six month period ended June 30, 2003, the
Company incurred a net loss from operations of $351,636.
For The Three Month Period Ended June 30, 2003 Compared To
the Three Month Period Ended June 30, 2002
For the three month period ended June 30, 2003, the Company
earned revenues of $502, as compared to revenues of $5,000 for
the same period ended June 30, 2002.
For the three month period ended June 30, 2003, the Company
incurred operational expenses of $ 237,398, as compared to
$516,809 during the same period in
3
2002. These operating
expenses included: consulting fees of $50,539 and $68,401,
business development expenses $128,645, and $168,786; and
professional fees of $24,585, and $32,280, for the three month
period ending June 30, 2003, and 2002, respectively.
The Company incurred a net loss from operations of $236,896
for the fiscal quarter ended June 30, 2003, as compared to
$511,809 for the same period in 2002.
Liquidity and Financial Condition As Of June 30, 2003
We had cash-on hand of totaling $64 as of June 30, 2003.
Due to major changes in market conditions, management
decided to change our business strategy to maximize our chances
of success. Since inception the Company?s original business
strategy was to operate as a venture development organization
focused on content distribution utilizing the Internet. As
reported in the Company?s Annual report for the period ended
December 31, 2002 the Company' has shifted its strategy from
being focused solely on technology oriented to one of focused on
live entertainment, particularly entertainment establishments
(i.e. nightclubs) and live events (i.e. concerts and special
events).
Our business strategy has been to build urban lifestyle-
based businesses based around software and on-line communities.
We believe that our vision to build lifestyle businesses is still
viable but that we need to change to an off-line focus with the
on-line focus coming later. Accordingly we are focusing our
immediate efforts on building a network of licensed entertainment
establishments, as the base for our urban lifestyle businesses.
These establishments will still utilize a branding approach so
that we can sell other urban lifestyle products and services.
Our immediate aim is to acquire our first establishment so that
we can use it as a flagship for the network and demonstrate our
unique and proprietary entertainment concepts for use in our
other establishments. We intend that the later establishments
will be developed in new and existing locations in major cities
throughout the United States and Canada.
In order to finance the first acquisition, and our phases of
implementation we plan to raise investment capital through
different types of securities offerings. We plan to fund new
establishment locations, including our first acquisition, through
direct investments into the individual establishments and
providing the investors with cash dividends and some capital
stock in the Company to the investors. This is hoped to reduce
the potential dilution to our existing shareholders. We possibly
plan to raise investment capital by sale of stock in our
subsidiaries, or other planned subsidiary which again is hoped to
reduce dilution to our existing shareholders. We plan to invite
direct investments into the Company to provide funds for general
corporate purposes. We believe that this plan will enable us to
achieve our development goals with acceptable dilution to our
existing shareholders.
We believe that the first acquisition of a nightclub
entertainment establishment will require approximately a minimum
of $300,000 for the acquisition, plus approximately
4
$100,000 in
legal, accounting and administrative expenses. In addition our
first acquisition will require a minimum of another $400,000 for
working capital and general corporate purposes. This is a minimum
total of approximately $800,000 that will be required in the next
quarter during which we are hoping to make the first acquisition.
In the following 3 months, we plan to make one or two additional
acquisitions. We believe that the cost of a second and third
acquisition or development project will be approximately a
minimum of $1,000,000 each and that approximately another
$500,000 minimum each will be required for the same purposes as
listed above for the first acquisition and for working capital
and general corporate purposes. Thus, we anticipate needing a
minimum of $4,000,000 of investment capital during the next six
months.
After the first two acquisitions, we intend to develop other
entertainment establishments from initial buildout rather than
from acquisitions. Our plan is to open one or two additional
entertainment establishments by the end of 2003 or the end of the
1st quarter of 2004 and we anticipate that additional funding
(approximately $1,000,000) will be required to accomplish this.
Management anticipates that funding requirements for this plan
will be less than the overall cost of opening these nightclubs,
since the revenues from the first two or three nightclubs is
expected to generate enough cash flow to reduce the level of
external capital required. We have developed comprehensive
business and financial plans that result in our development of a
network of entertainment establishments that should operate on a
cash positive basis and without incurring substantial dilution to
stockholders such that the Company can possibly increase its
overall valuation substantially. The Company believes it will
require approximately $1,000,000 to launch its live events
business unit, including the cost of acquisitions and their
subsequent integration and for the venture development of other
potential lines of business for 2003 and 2004. The total
additional working capital financing described in this section is
planned to also include the development of other synergistic
business units such as, including but not limited to, membership
services, brand licensing and merchandising.
Management plans on initiating a series of securities offerings
to raise the investment capital needed to meet our acquisition
plans. Although we will make efforts to minimize dilution to
current shareholders, we may not be able to avoid dilution due to
many factors, including but not limited to, the closing of
financing at lower than the desired market price of the Company's
common stock.
LIVESTAR hopes to secure the financing to satisfy the capital
needs for each phase of its implementation plan through the
execution of various funding methods, primarily private placement
investments or debt financing. LIVESTAR hopes to achieve this by
securing relationships with accredited individual investors,
investment bankers, venture capitalists, and/or finance advisors
that have the experience and relationships to aid LIVESTAR with
its capital raising efforts. The source of the private placement
or debt financing may be comprised of a mix of principal
shareholders, private investors and venture capital companies.
If needed capital investment for our acquisitions or developments
is not available, in whole or in part, we intend to delay the
implementation plan regarding our acquisition or development
plans until sufficient investment capital becomes available. We
cannot give any assurances that we will raise sufficient
investment capital to meet the business
5
plan. In addition to
delays to the implementation plan regarding our acquisition or
development plans due to insufficiency of investment capital, we
may suffer other consequences, including but not limited to the
following; We may have to suspend or discontinue operations of
one or more of our business units or we may have to suspend or
discontinue operations of the Company if we become insolvent as a
result.
Until we close our first revenue producing acquisition or
begin to produce significant revenues, we will be reliant on
capital received from private placements, loans, and the exercise
of options and warrants. Due to the depressed market for our
securities, we may not be able avoid significant dilution to
current shareholders. In addition, we expect to continue to
retain certain management, staff and consultants, such as legal
counsel, and may need to compensate these individuals through the
issuance of our common stock as compensation. These stock based
compensations may result in significant dilution to current
shareholders due to the depressed market for our securities. We
also continue to reduce or prevent collection of outstanding
vendor debts and accounts with creditors, such as suppliers and
consultants, which could result in litigation against the
Company. There can be no guarantee that all of these
negotiations will be successful and the outcome of these
negotiations may include settlements in cash and/or issuance of
common stock. These stock based settlements may result in
significant dilution to current shareholders due to the depressed
market for our securities. We plan on continuing to meet certain
of our expenses through the issuance of our shares of common
stock, which may cause additional and significant dilution to
existing shareholders due to the depressed market for our
securities.
In the event we are successful in the acquisition of Sequel,
our first planned and pending acquisition, some day to day
business operations of the corporation may be covered by the cash
flow of the Sequel. This pending acquisition and the possibility
of positive cash flow to the Company may contribute positively to
LIVESTARs liquidity position.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
During the three month period ending June 30, 2003 the
Company had no legal proceedings filed against it.
The Company believes that, as it commences revenue-producing
operations and as it raises capital, we will have the resources
to reduce or prevent collection litigation by creditors or
others.
Item 2. Changes in Securities
Recent Sales of Unregistered Securities
----------------------------------------
During May 2003, the Company issued 1,584,608 shares of its
previously authorized, but unissued common stock. The shares were
issued to an individual in exchange for the conversion of a Loan.
The transaction was valued at $0.004 per share for a total
consideration of $6,338. The transaction was an isolated
transaction with an individual
6
having a close affiliation with us
and was exempt from registration under the Securities Act of 1933
pursuant to Section 4(2) of the Act because of not being part of
a public offering. The offering was for a limited purpose and did
not use the machinery of public distribution
During May 2003, the Company issued 2,087,952 shares of its
previously authorized, but unissued common stock. The shares were
issued to one individual in exchange for the conversion of
loan(s). The transaction was valued at $0.004 per share for a
total consideration of $7,202. The transaction was an isolated
transaction with an individual having a close affiliation with us
and was exempt from registration under the Securities Act of 1933
pursuant to Section 4(2) of the Act because of not being part of
a public offering. The offering was for a limited purpose and did
not use the machinery of public distribution
During May 2003, the Company issued warrants to purchase common
stock to one unrelated company. The warrants issued allow the
holders to purchase 1,648,750 shares of our common stock at an
exercise price of $0.01. The warrants were issued in relation to
a private placement of company common stock which took place in a
prior quarter with one unrelated company having a business
association with the Company and were exempt from registration
under Section 4(2) of the Securities Act of 1933.
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
(a) We held an Annual General Meeting of our shareholders (the
"Annual General Meeting") on June 20, 2003 for the fiscal year
ended December 31, 2002.
(b) Please refer to Item 4(C)(i) below
(c) Set forth below is a brief description of each matter voted
upon at the Annual General Meeting and the number of affirmative
votes and the number of negative votes cast:
(i) The board of directors of the corporation nominated Ray
Hawkins and Edwin Kwong to stand for election as members of the
board of directors for the coming year which two persons shall
constitute the entire board of directors. No other nominations
were made.
Votes for ............................... 45,552,121
Votes against ........................... 0
Votes abstaining ....................... 31,170,956
(ii) The board of directors of the corporation requested the
shareholders of the corporation approve the amendments to the
articles of incorporation to change the name of the corporation
from RRUN Ventures Network Inc. to LIVESTAR Entertainment Group,
Inc.
7
Votes for ............................... 45,552,121
Votes against ........................... 0
Votes abstaining ....................... 31,170,956
(d) Not applicable
Item 5. Other Information
As of April 22, 2003, LIVESTAR executed a Promissory Note
totaling $6338, where by Edwin Kwong was granted the option to
convert at anytime to common shares the outstanding balance in
debt owed by the Company at $0.004 per share. This Promissory
Note is the result of an amendment to the Promissory Note of
February 27, 2002 with Edwin Kwong. The amendment provides that
Edwin Kwong can execute the conversion provision at any time at
the conversion rate of $0.004/share. Mr. Kwong is the secretary,
treasurer and a director of the Company.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
99.1 Certification by CEO pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
99.2 Certification by CFO 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
On August 11, 2003, the Company filed a current report on
Form 8-K discussing under Item 5, a definitive agreement pursuant
to which the Company may acquire The Sequel Nightclub.
SIGNATURES
In accordance with the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorised.
LIVESTAR Entertainment Group, Inc.
Date: August 19, 2003
By: /s/ Ray Hawkins
-----------------------------------
Ray Hawkins, President and Chief
Executive Officer
/s/ Edwin Kwong
-----------------------------------
By: Edwin Kwong, Principal Accounting Officer
and Chief Financial Officer
8
CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ray Hawkins, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Livestar Entertainment Group Inc. (the Registrant);
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14) for the
registrant and have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to me by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. I have indicated in this quarterly report whether there were
significant changes in internal controls or in other factors that could
significantly
9
affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated: August 19, 2003
/s/ Ray Hawkins
----------------------------------
Ray Hawkins
Chief Executive Officer
(Principal Executive Officer)
10
CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Edwin Kwong, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Livestar Entertainment Group, Inc. (the Registrant);
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all materialrespects the financial condition, results of operations and cash
flows of theregistrant as of, and for, the periods presented in this
quarterly report;
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14) for the
registrant and have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to me by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about
the effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. I have indicated in this quarterly report whether there were
significant changes in internal controls or in other factors that could
significantly
11
affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated: August 19, 2003
/s/ Edwin Kwong
-------------------------------------
Edwin Kwong
Chief Financial Officer
(Principal Financial Officer)
12