U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q


Mark One

[ X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


         For the quarterly period ended July 31, 2013


[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ______ to _______


Commission File No. 333-185572


BASTA HOLDINGS, CORP.



Nevada

(State or Other Jurisdiction of Incorporation or Organization)


99-0367603

IRS Employer Identification Number

5074

Primary Standard Industrial Classification Code Number



Room 2105, Sino Life Tower, No. 707 Zhang Yang Rd. Pudong

Shanghai, China, 200120

Tel. 86-18721459159

(Address and telephone number of principal executive offices)




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Indicate by checkmark whether the issuer: (1) has 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[    ]

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [  ]

Accelerated filer [   ]

Non-accelerated filer [   ]

Smaller reporting company [X]

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ]  No [ X ]

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes[   ]  No[   ]

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class

Outstanding as of August 29, 2013

Common Stock, $0.001

3,730,000




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Part 1   

FINANCIAL INFORMATION

 

Item 1

Financial Statements

4

   

    Balance Sheets

4

      

    Statements of Operations

5

 

    Statements of Cash Flows

6

 

    Notes to Financial Statements

7

Item 2.   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

10

Item 3.   

Quantitative and Qualitative Disclosures About Market Risk

12

Item 4.

Controls and Procedures

12

Part II.

OTHER INFORMATION

 

Item 1   

Legal Proceedings

12

Item 2.  

Unr egistered Sales of Equity S ecurities and Use of Proceeds

13

Item 3   

Defaults Upon Senior Securities

13

Item 4      

Submission of Matters to a Vote of Security Holders

13

Item 5  

Other Information

13

Item 6      

Exhibits

14




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BASTA HOLDINGS, CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

 

JULY 31, 2013

(Unaudited)

OCTOBER 31, 2012

(Audited)

ASSETS

 

 

Current Assets

 

 

 

Cash

$       409

$     3,100

 

Prepaid expenses

5,540

-

 

Total current assets

5,949

3,100

Total assets                                                         

$    5,949

$     3,100

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current  Liabilities

 

 Loan from shareholder

$     8,583

$       383

 

 Accounts Payable

200

 

 

Total current liabilities

8,783

383

Total liabilities

8,783

383

 

Stockholders’ Equity (Deficit)

  

Common stock, $0.001 par value, 75,000,000 shares authorized;

 

 

3,730,000 shares issued and outstanding (3,000,000 shares issued and outstanding as of October 31, 2012)

3,730

3,000

 

Additional paid-in-capital

21,170

-

 

Deficit accumulated during the development stage

(27,734)

(283)

Total stockholders’ equity (deficit)

(2,834)

2,717

Total liabilities and stockholders’ equity (deficit)

$    5,949

$     3,100         



The accompanying notes are an integral part of these financial statements.




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BASTA HOLDINGS, CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

 

Three Months ended July 31, 2013

Three Months ended July 31, 2012

Nine Months ended July 31, 2013

Nine Months ended July 31, 2012

For the period from inception (May 11, 2011) to July 31, 2013

Revenues

$         -

$         -

$         -

$         -

 $        -

Expenses

 

 

 

 

 

 General and administrative expenses

18,726

104

27,451

104

           27,734

Net loss from operations

(18,726)

(104)

(27,451)

(104)

(27,734)

Net loss

$  (18,726)

$     (104)

$  (27,451)

$     (104)

$  (27,734)

Loss per common share – Basic and Diluted

$    (0.00)

-

$    (0.00)

-

 

Weighted Average Number of Common Shares   Outstanding-Basic and Diluted

3,730,000

2,347,826

3,456,575

791,209

 



The accompanying notes are an integral part of these financial statements.




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BASTA HOLDINGS, CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

Nine Months ended July 31, 2013

Nine Months ended July 31, 2012

For the period from inception (May 11, 2011) to July 31, 2013

Operating Activities

 

 

 

 

Net loss

$  (27,451)

$       (104)

$     (27,734)

 

Decrease (Increase) in Operating Assets:

 

 

 

 

Prepaid Expenses

(5,540)

-

(5,540)

 

Accounts payable

200

-

200

 

Net cash used in operating activities

(32,791)

(104)

(33,074)

Financing Activities

 

 

 

 

Proceeds from sale of common stock

21,900

3,000

24,900

 

Proceeds from loan from shareholder

8,200

204

8,583

 

Net cash provided by financing activities

30,100

3,204

33,483

Net increase in cash and equivalents

(2,691)

3,100

409

Cash and equivalents at beginning of the period

3,100

0

0

Cash and equivalents at end of the period

$    409

$      3,100

$     409

 

Supplemental cash flow information:

 

 

 

 

Cash paid for:

 

 

 

 

Interest

$        -

$          -

$          -

 

Taxes

$        -

$          -

$          -



The accompanying notes are an integral part of these financial statements.



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BASTA HOLDINGS, CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2013

(Unaudited)



NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS


Organization and Description of Business

BASTA HOLDINGS, CORP. (the “Company”) was incorporated under the laws of the State of Nevada on May 11, 2011 and intends to commence operations in the distribution of copper pipes and fittings for sanitary engineering. The Company is in the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 "Development-Stage Entities.”  Since inception through July 31, 2013 the Company has not generated any revenue and has accumulated losses of $27,734.




NOTE 2 – GOING CONCERN


The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred a loss since inception resulting in an accumulated deficit of $27,734 as of July 31, 2013 and further losses are anticipated in the development of its business.  Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.  


The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.  


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions from Regulation S-X and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim period(s), and to make the financial statements not misleading, have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim period(s) are not necessarily indicative of operations for a full year.


Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted October 31 fiscal year end.


Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At July 31, 2013 the Company's bank deposits did not exceed the insured amounts.




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Basic and Diluted Income (Loss) Per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.


Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.


Income Taxes

The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the period ended July 31, 2013.


Impairment of Long-Lived Assets

The Company, when applicable, continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.


Recent accounting pronouncements

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1). This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.



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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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


Stock-Based Compensation

As of July 31, 2013 the Company has not issued any stock-based payments to its employees.

Stock-based compensation is accounted for at fair value in accordance with SFAS ASC 718, when applicable.  To date, the Company has not adopted a stock option plan and has not granted any stock options.


Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. No revenue has been earned since inception.


NOTE 4 – COMMON STOCK


The Company has 75,000,000 common shares authorized with a par value of $ 0.001 per share. On May 21, 2012, the Company issued 3,000,000 shares of its common stock at $0.001 per share for total proceeds of $3,000. In April 2013, the Company issued 730,000 shares of its common stock at $0.03 per share for total proceeds of $21,170.

As of July 31, 2013, the Company had 3,730,000 shares issued and outstanding.


NOTE 5 – INCOME TAXES

As of July 31, 2013 the Company had net operating loss carry forwards of $27,734 that may be available to reduce future years’ taxable income through 2033. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.


NOTE 6 – RELATED PARTY TRANSACTIONS


Since inception through July 31, 2013 the Director loaned the Company $8,583 to pay for incorporation costs and bank expenses.  As of July 31, 2013, total loan amount was $8,583. The loan is non-interest bearing, due upon demand and unsecured.


NOTE 7 – SUBSEQUENT EVENTS


In accordance with ASC 855-10, the Company has analyzed its operations subsequent to July 31, 2013 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.




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FORWARD LOOKING STATEMENTS


Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


GENERAL


Basta Holdings, Corp. was incorporated in the State of Nevada on May 11, 2011 and established a fiscal year end of October 31. We do not have revenues, have minimal assets and have incurred losses since inception. We are a development-stage company formed to commence operations in the distribution of copper pipes and fittings. We intend to market and distribute copper pipes and fittings for sanitary engineering in the European and North American markets. We have recently started our operation. As of today, we have developed our business plan, and executed a Contract with our supplier, TAICANG JINXIN COPPER TUBE CO., LTD.


RESULTS OF OPERATION


We are a development stage company with limited operations since our inception on May 11, 2011 to July 31, 2013.  As of July 31, 2013, we had total assets of $5,949 and total liabilities of $8,783.  Since our inception to July 31, 2013, we have accumulated a deficit of $27,734.  We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements have been prepared assuming that we will continue as a going concern.  We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.




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Nine Month Period Ended July 31, 2013 Compared to Nine Month Period Ended July 31, 2012


Our net loss for the nine month period ended July 31, 2013 was $27,451 compared to a net loss of $104 during nine month period ended July 31, 2012. During the period from inception (May 11, 2011) to July 31, 2013 we  haven’t  generated any revenues.  


During the nine month period ended July 31, 2013, we incurred  general and administrative expenses and professional fees of $27,451 compared to $104 incurred during nine month period ended July 31, 2012. General and administrative and professional fee expenses incurred during the nine month period ended July 31,  2013 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.




LIQUIDITY AND CAPITAL RESOURCES


As of July 31, 2013


As at July 31, 2013 our current assets were $5,949 compared to $3,100 in current assets at October 31, 2012. As at July 31, 2013, current assets were comprised of $409 in cash and $5,540 in prepaid expenses. As at July 31, 2013, our current liabilities were $8,783. Current liabilities were comprised of $8,583 in advance from director and $200 in accounts payable.


As at July 31, 2013, Stockholders’ deficit was $2,833 compared to Stockholders’ equity of $2,717 as at October 31, 2012.


Cash Flows from Operating Activities


We have not generated positive cash flows from operating activities. For the nine month period ended July 31, 2013, net cash flows used in operating activities was $32,791, consisting of a net loss of $27,451, increase in prepaid expenses of $5,540 and increase in accounts payable of $200. Net cash flows used in operating activities was $33,074 for the period from inception (May 11, 2011) to July 31, 2013.


Cash Flows from Financing Activities


We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the nine month period ended July 31, 2013, we generated net cash flows of $30,100 from financing activities. For the period from inception (May 11, 2011) to July 31, 2013, net cash provided by financing activities was $33,483 received from proceeds from issuance of common stock and advance from director.



PLAN OF OPERATION AND FUNDING


We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.


Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.




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OFF-BALANCE SHEET ARRANGEMENTS


As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


GOING CONCERN


The independent auditors' report accompanying our October 31, 2012 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


No report required.



ITEM 4. CONTROLS AND PROCEDURES


Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2013. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the nine-month period ended July 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS


Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.





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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


No report required.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


No report required.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


No report required.



ITEM 5. OTHER INFORMATION


No report required.



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ITEM 6. EXHIBITS


Exhibits:


31.1     Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).


32.1     Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section  

         906 of the Sarbanes- Oxley Act of 2002.


101.INS   XBRL Instance Document

101.SCH   XBRL Taxonomy Extension Schema Document

101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF   XBRL Taxonomy Extension Definition Document

101.LAB   XBRL Taxonomy Extension Label Linkbase Document

101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document


 

 

 

 

 

 




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.


 

 

 

Basta Holdings, Corp.

Dated: August 29, 2013

By: /s/ Chunfeng Lu

 

Chunfeng Lu, President and Chief Executive Officer and Chief Financial Officer














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