SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q
[ X ] Quarterly Report under Section 13 or
15(d) of the Securities Exchange Act of 1934
For the quarter ended June 30, 2012
OR
[ ] Transition Report Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to
___________
Commission file number: 000-52227
START SCIENTIFIC, INC.
(Name of Small Business
Issuer in Its Charter)
Delaware
|
|
20-4910418
|
(State
or Other Jurisdiction
of Incorporation
or Organization)
|
|
(IRS Employer
Identification
No.)
|
|
|
|
6 Champion Trail
|
|
|
San Antonio, TX
|
|
78258
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
(801) 816-2570
|
|
|
Issuer’s Telephone Number, Including Area Code
|
|
|
|
|
(Former name or former address and former fiscal
year, if changed since last report.)
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes [ ] No [X]
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company. See definition of “large
accelerated filer,” “accelerated filer,” and “smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
Large Accelerated Filer [ ]
|
Non-Accelerated Filer [ ]
|
Accelerated Filer [ ]
|
Smaller reporting company [X]
|
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities
under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each
of the issuer’s classes of common equity, as of the latest practicable date. As of August 1, 2012, the Company had outstanding
1,900,000 shares of common stock.
PART
I
FINANCIAL
INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REQUIRED BY FORM 10-Q
The Financial
Statements of the Company are prepared as of June 30, 2012.
CONTENTS
|
Balance Sheets
|
4
|
Statements of Operations
|
5
|
Statements of Cash Flows
|
6
|
Notes to the Financial Statements
|
7
|
START
SCIENTIFIC, INC.
|
(formerly
Secure Netwerks, Inc.)
|
Balance
Sheets
|
|
|
|
|
|
|
ASSETS
|
|
|
June 30,
|
|
December
31,
|
|
|
2012
|
|
2011
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
65
|
|
|
$
|
721
|
|
Accounts
receivable, net
|
|
|
1,800
|
|
|
|
2,114
|
|
Prepaid
expenses
|
|
|
1,742
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Total
Current Assets
|
|
|
3,607
|
|
|
|
2,835
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
3,607
|
|
|
$
|
2,835
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
60,983
|
|
|
$
|
64,646
|
|
Accrued
expenses
|
|
|
126,153
|
|
|
|
268,535
|
|
Notes
payable, current portion
|
|
|
139,722
|
|
|
|
61,850
|
|
Notes
payable - related parties, current portion
|
|
|
79,424
|
|
|
|
93,577
|
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
406,282
|
|
|
|
488,608
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
406,282
|
|
|
|
488,608
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
stock, $0.0001 par value; 100 shares authorized, 100 and -0- issued and outstanding, respectively
|
|
|
0
|
|
|
|
—
|
|
Common
stock, $0.0001 par value; 500,000,000 shares authorized, 1,900,000 and 500,000 shares issued and outstanding, respectively
|
|
|
190
|
|
|
|
50
|
|
Additional paid-in-capital
|
|
|
601,833
|
|
|
|
24,950
|
|
Accumulated
deficit
|
|
|
(1,004,698
|
)
|
|
|
(510,773
|
)
|
|
|
|
|
|
|
|
|
|
Total
Stockholders' Deficit
|
|
|
(402,675
|
)
|
|
|
(485,773
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
$
|
3,607
|
|
|
$
|
2,835
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements
|
START
SCIENTIFIC, INC.
|
(formerly
Secure Netwerks, Inc.)
|
Statements
of Operations
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
For the
Three Months Ended
|
|
For the
Six Months Ended
|
|
|
June
30,
|
|
June
30,
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
NET
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
revenue
|
|
$
|
—
|
|
|
$
|
7,541
|
|
|
$
|
—
|
|
|
$
|
27,105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Net Revenues
|
|
|
—
|
|
|
|
7,541
|
|
|
|
—
|
|
|
|
27,105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of sales - product
|
|
|
—
|
|
|
|
5,544
|
|
|
|
—
|
|
|
|
22,345
|
|
Salaries
and consulting
|
|
|
304,336
|
|
|
|
946
|
|
|
|
346,336
|
|
|
|
2,298
|
|
Professional
fees
|
|
|
47,445
|
|
|
|
4,679
|
|
|
|
51,707
|
|
|
|
17,837
|
|
Selling,
general and administrative
|
|
|
29,293
|
|
|
|
412
|
|
|
|
29,403
|
|
|
|
7,286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Operating Expenses
|
|
|
381,074
|
|
|
|
11,581
|
|
|
|
427,446
|
|
|
|
49,766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
FROM OPERATIONS
|
|
|
(381,074
|
)
|
|
|
(4,040
|
)
|
|
|
(427,446
|
)
|
|
|
(22,661
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME (EXPENSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
(45,714
|
)
|
|
|
(9,216
|
)
|
|
|
(66,479
|
)
|
|
|
(18,432
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Other Income (Expenses)
|
|
|
(45,714
|
)
|
|
|
(9,216
|
)
|
|
|
(66,479
|
)
|
|
|
(18,432
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
BEFORE INCOME TAXES
|
|
|
(426,788
|
)
|
|
|
(13,256
|
)
|
|
|
(493,925
|
)
|
|
|
(41,093
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
TAX EXPENSE
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$
|
(426,788
|
)
|
|
$
|
(13,256
|
)
|
|
$
|
(493,925
|
)
|
|
$
|
(41,093
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC
AND DILUTED:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per common share
|
|
$
|
(0.22
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
(0.08
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding
|
|
|
1,900,000
|
|
|
|
500,000
|
|
|
|
1,425,275
|
|
|
|
500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements
|
START
SCIENTIFIC, INC.
|
(formerly
Secure Netwerks, Inc.)
|
Statements
of Cash Flows
|
(Unaudited)
|
|
|
|
|
|
|
|
For the
Six Months Ended
|
|
|
June
30,
|
|
|
2012
|
|
2011
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(493,925
|
)
|
|
$
|
(41,093
|
)
|
Adjustments
to reconcile net loss to net
|
|
|
|
|
|
|
|
|
cash
used by operating activities:
|
|
|
|
|
|
|
|
|
Stock
based compensation
|
|
|
227,023
|
|
|
|
|
|
Debt
issue costs
|
|
|
96,032
|
|
|
|
—
|
|
Amortization
of debt discount
|
|
|
(46,032
|
)
|
|
|
—
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
314
|
|
|
|
1,254
|
|
Prepaid
expenses
|
|
|
(1,742
|
)
|
|
|
—
|
|
Loans
receivable
|
|
|
—
|
|
|
|
3,608
|
|
Accounts
payable and accrued expenses
|
|
|
(146,045
|
)
|
|
|
25,021
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Used by Operating Activities
|
|
|
(364,375
|
)
|
|
|
(11,210
|
)
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from sales of common stock
|
|
|
300,000
|
|
|
|
—
|
|
Proceeds
from notes payable
|
|
|
100,000
|
|
|
|
6,000
|
|
Proceeds
from notes payable - related parties
|
|
|
11,213
|
|
|
|
—
|
|
Payments
on notes payable
|
|
|
(22,128
|
)
|
|
|
—
|
|
Payments
on notes payable - related parties
|
|
|
(25,366
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Financing Activities
|
|
|
363,719
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
NET
DECREASE IN CASH AND CASH EQUIVALENTS
|
|
$
|
(656
|
)
|
|
$
|
(5,210
|
)
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
721
|
|
|
|
6,019
|
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
65
|
|
|
$
|
809
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Payments For:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
1,369
|
|
|
$
|
1,613
|
|
Income
taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements
|
START SCIENTIFIC, INC.
Notes to the Financial Statements
June 30, 2012
(Unaudited)
NOTE 1 BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited financial
statements have been prepared by Start Scientific, Inc. (the "Company") 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 U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and
regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all
adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although
management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested
that these interim financial statements be read in conjunction with the Company’s audited financial statements and notes
thereto included in its Form 10-K filed on April 16, 2012. Operating results for the six months ended June 30, 2012 are not necessarily
indicative of the results to be expected for the year ending December 31, 2012.
NOTE 2 GOING CONCERN CONSIDERATIONS
The accompanying condensed financial
statements have been prepared using generally accepted accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of business. As reported in its Annual Report on Form
10-K for the year ended December 31, 2011, the Company has incurred operating losses of approximately $511,000 from inception of
the Company through December 31, 2011. The Company’s stockholders’ deficit at June 30, 2012 was approximately $403,000
and had a working capital deficit, continued losses, and negative cash flows from operations. These factors combined, raise substantial
doubt about the Company’s ability to continue as a going concern. Management’s plans to address and alleviate these
concerns are as follows:
The Company’s management continues
to develop a strategy of exploring all options available to it so that it can develop successful operations and have sufficient
funds, therefore, as to be able to operate over the next twelve months. The Company is attempting to improve these conditions by
way of financial assistance through issuances of additional equity and by generating revenues through sales of products and services.
No assurance can be given that funds will be available, or, if available, that it will be on terms deemed satisfactory to management.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described
in the preceding paragraph and eventually attain profitable operations. The accompanying condensed financial statements do not
include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification
of liabilities that might result from the outcome of these uncertainties.
NOTE 3 PREFERRED STOCK AND COMMON STOCK
On February 29, 2012, the Company
issued 200,000 shares of restricted common stock and a promissory note in the original principal amount of $100,000 (“Note”)
to an investor in exchange for $100,000. The Note matures on August 27, 2012 and carries a fixed interest payment at maturity of
$25,000. As part of the note issuance, the Company recorded debt issue costs of $50,000 and a discount on the note of $19,048.
These amounts are being amortized over the 6 month term of the note.
START SCIENTIFIC, INC.
Notes to the Financial Statements
June 30, 2012
(Unaudited)
NOTE 3 PREFERRED STOCK AND COMMON STOCK
(Continued)
On March 1, 2012, the Company accepted
the subscription of an investor for $300,000 in exchange for 1,200,000 shares of restricted common stock.
On April 2, 2012, the Company entered
into an agreement to acquire two separate one-fourth (1/4) working interests (collectively, the “Working Interests”)
in certain oil and gas leases covering the Board of Education No. 6 Well located in Yazoo County, Mississippi. The consideration
granted by the Company in exchange for the Working Interests consisted of 10,000,000 shares of restricted common stock. As of June
30, 2012, the conditions of the agreement had not been met and the stock had not been issued, therefore the transaction has not
been recorded on the financial statements herein.
On May 16, 2012, the Company entered
into an agreement to acquire all of the outstanding shares of Carpathian Energy SRL in exchange for 90,000,000 shares of restricted
common stock of the Company. Carpathian is a Romanian limited liability company engaged in oil & gas exploration and development.
Pursuant to the terms of the agreement, the former owners of Carpathian may rescind the Acquisition and reclaim the shares of Carpathian
in the event that the Company does not invest at least $5 million toward development of Carpathian’s oil and gas assets.
As of June 30, 2012, the conditions of the agreement had not been met and the stock had not been issued. Therefore, due to the
potential rescinding of the agreement, the transaction has not been recorded on the financial statements herein.
NOTE 4 SUBSEQUENT EVENTS
The Company has evaluated subsequent
events for the period of June 30, 2012 through the date the financial statements were issued, and concluded there were no other
events or transactions occurring during this period that required recognition or disclosure in its financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
You should read the following
discussion of the company's financial condition and results of operations in conjunction with the audited financial statements
and related notes included in the filing of the company’s latest annual 10-K. This discussion may contain forward-looking
statements, including, without limitation, statements regarding our expectations, beliefs, intentions, or future strategies that
are signified by the words "expects," "anticipates," "intends," "believes," or similar
language. Actual results could differ materially from those projected in the forward looking statements. You should carefully consider
the information under the caption "Risk Factors" in this filing, in addition to the other information set forth in this
report. We caution you that Start Scientific’ business and financial performance is subject to substantial risks and uncertainties.
Overview
Prior to April 2012, we were a reseller of technology-related
hardware and software, including laptops, desktops, networking devices, telecommunication systems and networks, servers and software.
In April, 2012 in connection with the acquisition of two separate one-fourth (1/4) working interests in certain oil and gas leases
located in Yazoo County, Mississippi, our principal business became the exploration, development, and production of oil and gas
interests.
Results of Operations
Following is our discussion
of the relevant items affecting results of operations for the periods ended June 30, 2012 and 2011.
Revenues.
Our products
and services are broken down into two categories for revenue recognition purposes – (i) off-the-shelf hardware/software product
sales, and (ii) outsourced information technology services. Our revenue recognition policy for these categories is as follows:
Revenue is recognized upon
completion of services or delivery of goods where the sales price is fixed or determinable and collectibility is reasonably assured.
Advance customer payments are recorded as deferred revenue until such time as they are recognized.
Product sales are derived
from the resale of off-the-shelf hardware and software packages. Product sales are not warranted by Start Scientific and may be
subject only to warranties that may be provided by the product manufacturer. Therefore, product warranties have no effect on the
financial statements. We have no sales arrangements encompassing multiple deliverables.
Start
Scientific generated net revenues of $-0- for the three month period ended June 30, 2012 compared to $7,541 in net revenues for
the first quarter of 2012. During the six months ended June 30, 2012 and 2011, we received $-0- and $27,105, respectively, in gross
revenues from software and hardware product resales and equipment leasing.
The decrease
in revenues is mainly the result of the change in our business model in which we no longer sell computer hardware and software.
Cost of Sales
. Expenses
which comprise cost of sales are the wholesale cost of hardware, software, any accompanying licenses, product sales commissions,
and commissions paid in connection with information technology consulting contracts.
Cost of sales for the three
month period ended June 30, 2012 was $-0-, compared to $5,544 during the second quarter of 2011. For the six months ended June
30, 2012, cost of sales was $-0- compared to $22,345 during the six months ended June 30, 2011. The decrease is mainly the result
of decreased sales and the change in our business model as discussed above.
Salaries and Consulting
Expenses.
Salaries and consulting expenses consist of salaries and benefits, company paid payroll taxes and outside consulting
expenses. Salaries and consulting expenses for the three month period ended June 30, 2012 were $304,336 compared to $946 during
the second quarter of 2011. During the six months ended June 30, 2012, salaries and consulting expenses were $346,336 compared
to $2,298 during the six months ended June 30, 2011. The increase is mainly the result of the issuance of 10,500,000 stock options
to officers and directors of the Company. This issuance resulted in compensation expense of $227,023 during the six months ended
June 30, 2012. Also, based on the change in our business model we are accruing for officers’ compensation and outside consultants
to assist us in locating oil and gas interests for potential investment. We anticipate salaries expenses to increase in the future
as our activity increases.
Professional Fees.
Professional
fees consist of legal and accounting fees associated with the preparation, audits and reviews of the Company’s financial
statements. Professional fees for the three month period ended June 30, 2012 were $47,445 compared to $4,679 during the second
quarter of 2011. For the six months ended June 30, 2012, professional fees were $51,707 compared to $17,837 during the six months
ended June 30, 2011. We anticipate that professional fees will increase in the future as we enter into the oil and gas business.
Selling, General and
Administrative Expenses
. Selling, general and administrative expenses have been comprised of advertising; bad debts; occupancy
and office expenses; equipment leases; travel and other miscellaneous administrative expenses. Selling, general and administrative
expenses for the three month period ended June 30, 2012 were $29,293 compared to $412 during the second quarter of 2011. During
the six months ended June 30, 2012, selling, general and administrative expenses were $29,403 compared to $7,286 during the six
months ended June 30, 2011. We expect selling, general and administrative expenses to increase in the future.
Other Income (Expense).
Other income and expenses for the three month period ended June 30, 2012 were $45,714 compared to $9,216 during the second quarter
of 2011. We incurred net other expense of $66,479 for the six month period ended June 30, 2012 compared to $18,432 during the first
six months of 2011. Other expenses incurred were comprised primarily of the amortization of the debt issue costs and interest expenses
related to the promissory notes and other liabilities of the Company. We do not anticipate any major changes in other income and
expenses.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
Personnel
Start Scientific has no
full-time employees, two part-time employees, and other project-based contract personnel that we utilize to carry out our business.
We utilize contract personnel on a continuous basis, primarily in connection with service contracts which require a high level
of specialization for one or more of the service components offered. We expect to hire full-time employees in the future.
Liquidity and Capital Resources
Since inception, the Company
has financed its operations through a series of loans, credit accounts with hardware vendors, and the use of Company credit to
procure goods and services. As of June 30, 2012, our primary source of liquidity consisted of $65 in cash and cash equivalents.
We may seek to secure additional debt or equity capital to finance substantial business development initiatives or acquire additional
oil and gas resources. At present, however, we have no plans to seek any such additional capital or to engage in any business development
or acquisition activity.
FORWARD LOOKING STATEMENTS AND RISK FACTORS
Forward Looking Statements
When used in this report,
the words, “believes,” “plans,” “expects,” and similar expressions are intended by us to identify
forward-looking statements within the meaning of and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements
are subject to certain risks and uncertainties, including those discussed below, that could cause actual results to differ materially
from those we have projected. These forward-looking statements speak only as of the date hereof. All of these forward-looking statements
are based on our estimates and assumptions, which although we believe them to be reasonable, are inherently uncertain and difficult
to predict. We cannot assure you that the benefits anticipated in these forward-looking statements will be achieved.
We undertake no obligation
to update any forward-looking statements, but you are advised to consult any further disclosures by Start Scientific on this subject
in its subsequent filings pursuant to the Securities Exchange Act of 1934. Furthermore, we are providing these cautionary statements
identifying risk factors, listed below, that could cause our actual results to differ materially from expected and historical results.
It is not possible for our management to foresee or identify all such factors. Consequently, this list should not be considered
an exhaustive statement of all potential risks, uncertainties and inaccurate assumptions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
As a smaller reporting company we are not required
to provide this information.
ITEM 4. CONTROLS AND PROCEDURES
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure
controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the
Securities
Exchange Act of 1934
, as amended, is recorded, processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management,
to allow for timely decisions regarding required disclosure.
As of June 30, 2012, the
end of our second quarter covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based
on the foregoing, we concluded that our disclosure controls and procedures were effective as of the end of the period covered by
this quarterly report. Our board of directors has only one member. We do not have a formal audit committee.
Management’s Report on Internal Control over Financial
Reporting
Our management is responsible
for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities
Exchange Act, as amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of control procedures. The objectives of internal control include providing management with
reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of
consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management
assessed the effectiveness of our internal control over financial reporting as of June 30, 2012. In making this
assessment, our management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in
Internal Control-Integrated
Framework
. Our management has concluded that, as of June 30, 2012, our internal control over financial reporting is effective
in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with US generally accepted accounting principles.
This quarterly report does
not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant
to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report
in this quarterly report.
Inherent limitations on effectiveness of controls
Internal control over financial
reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance,
interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel
factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented
by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may
not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting
process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no significant
changes in our internal controls over financial reporting that occurred during the second quarter ended June 30, 2012 that have
materially or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to
provide the information required by this item.
ITEM 2. UNREGISTERED SALES
OF EQUITY SECURITIES AND USE OF PROCEEDS
On April 2, 2012, the Company entered
into an agreement to acquire two separate one-fourth (1/4) working interests (collectively, the “Working Interests”)
in certain oil and gas leases covering the Board of Education No. 6 Well located in Yazoo County, Mississippi. The consideration
granted by the Company in exchange for the Working Interests consisted of ten million (10,000,000) shares of restricted common
stock. The holder of the Working Interests is an “accredited investor” as such term is defined under Rule 501 of Regulation
D. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes
that this transaction was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the
Securities Act of 1933.
ITEM 3. DEFAULTS UPON SENIOR
SECURITIES
None.
ITEM 4. OTHER INFORMATION
Not applicable.
ITEM 5. EXHIBITS:
The following documents are filed as exhibits
to this Form 10-Q:
INDEX TO EXHIBITS
Exhibit
Number
|
|
Title of Document
|
3.1
|
|
Certificate of Incorporation of Start Scientific, Inc., a Delaware
corporation.(1)
|
3.2
|
|
Bylaws of Start Scientific, Inc., a Delaware corporation.(2)
|
31.1
|
|
Certification by Chief Financial Officer, George Edwards, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
.
|
31.2
|
|
Certification by Chief Executive Officer, S. Arne D. Greaves, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
.
|
32.1
|
|
Certification by Chief Financial Officer, George Edwards, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
.
|
32.2
|
|
Certification by Chief Executive Officer, S. Arne D. Greaves, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
.
|
|
(1)
|
Filed as an Exhibit to the Company’s Form 8-k filed on November 23, 2011.
|
|
(2)
|
Filed as an Exhibit to the Company’s Registration Statement on Form 10 SB12G, deemed effective by the Commission on January
17, 2007.
|
SIGNATURES
Pursuant to 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 authorized.
START SCIENTIFIC, INC.
Date:
August 14, 2012
BY:
/S/ S. Arne D. Greaves
________________
Arne D. Greaves
Chief Executive Officer