SEC Filing Summary: Excaliber Enterprises, Ltd. (10-K)
Business Context and Reporting Period
This Form 10-K covers the fiscal year ended December 31, 2008, for Excaliber Enterprises, Ltd., a Nevada corporation. The company is classified as a development stage enterprise and a shell company. Although the request metadata referenced "Vistagen Therapeutics," the filing text explicitly identifies the registrant as Excaliber Enterprises, Ltd. The company's stated business purpose is to market specialty gift baskets to real estate and healthcare professionals via an internet storefront (www.ExcaliberStore.com). However, the company has not yet designed any gift baskets, identified suppliers, or generated any revenue since its inception in October 2005.
Key Financial Metrics
| Metric | 2008 | 2007 | Inception to 2008 |
|---|---|---|---|
| Revenue | $0 | $0 | $0 |
| Total Expenses | $16,386 | $4,784 | $26,601 |
| Net Loss | $(16,416) | $(4,814) | $(26,661) |
| Cash and Equivalents | $21,812 | $95 | N/A |
| Total Assets | $23,060 | $95 | N/A |
| Total Liabilities | $2,686 | $240 | N/A |
| Stockholders' Equity | $20,374 | $(145) | N/A |
Debt and Liquidity: The company holds $21,812 in cash as of December 31, 2008. Liabilities consist of $2,186 in accounts payable and a $500 non-interest-bearing note payable to a related party. There is no long-term debt.
Material Changes vs. Prior Period
- Revenue: Remained at zero; no sales were generated in 2008 or 2007.
- Expenses: Total operating expenses increased significantly from $4,784 in 2007 to $16,386 in 2008. This increase was driven primarily by General and Administrative expenses rising from $4,784 to $16,350.
- Net Loss: The net loss widened from $(4,814) in 2007 to $(16,416) in 2008.
- Capital Structure: In November 2008, the company issued 748,707 shares of common stock in a public offering, raising gross proceeds of $37,435. This capital infusion increased cash balances from $95 at the end of 2007 to $21,812 at the end of 2008.
- Fixed Assets: The company purchased fixed assets (computer equipment) totaling $1,284 in 2008, resulting in a net fixed asset balance of $1,248.
Outlook, Risks, and Management Commentary
Going Concern: The independent auditors (Weaver & Martin, LLC) have expressed substantial doubt about the company's ability to continue as a going concern. The company has incurred recurring losses, has no revenue, and is dependent on obtaining additional financing to meet cash requirements.
Management Commentary:
- Management estimates a minimum of $25,000 in sales is required in the next 12 months to achieve profitability, though they cannot guarantee any sales will occur.
- Marketing and promotional efforts have been delayed until at least the first quarter of 2010 due to the economic climate affecting the purchase of engraved awards and gift products.
- The company currently has no suppliers, no inventory, and no fulfillment agreements.
Risks and Contingencies:
- Liquidity Risk: Current cash reserves ($21,812) are deemed insufficient to implement planned strategies for the next 12 months. Additional equity or debt financing is required.
- Management Risk: Operations rely entirely on two part-time officers (Stephanie Jones and Matthew Jones) who have no prior public company management experience and no employment contracts.
- Internal Controls: Management identified material weaknesses in internal controls, including inadequate staffing, lack of segregation of duties, and the absence of a functioning audit committee.
- Marketability: The stock is classified as a "penny stock," subject to trading restrictions that may limit investors' ability to sell shares.
Investor Verification Checklist
- Verify Business Status: Confirm that the company has not generated any revenue since inception and has no active suppliers or inventory.
- Assess Liquidity: Evaluate whether the $21,812 cash balance is sufficient to cover operating expenses (approx. $16k/year) without immediate dilution or debt.
- Review Capital Needs: Determine the likelihood of the company raising additional capital, given the lack of a proven business model and the "substantial doubt" audit opinion.
- Check Management Capacity: Verify the availability and commitment of the two part-time officers who control 98% of the voting stock.
- Confirm Internal Controls: Acknowledge the material weaknesses in financial reporting controls and the lack of an independent audit committee.