Business Context and Reporting Period
This Form 10-Q covers the quarterly period ended March 31, 2012, for Berry Only Inc. (Note: The input metadata references "Tuhura Biosciences," but the filing text explicitly identifies the registrant as Berry Only Inc.). The Company is a Nevada corporation classified as a development-stage company and a shell company. It was originally incorporated in June 2009 to market sanitizing products for mobile devices but has since pivoted to seeking business opportunities for a merger or acquisition with an established entity. The Company has generated no revenue since inception.
Key Financial Metrics
| Metric | Three Months Ended Mar 31, 2012 | Three Months Ended Mar 31, 2011 | Cumulative (Inception to Mar 31, 2012) |
|---|---|---|---|
| Revenue | $0 | $0 | $0 |
| Total Expenses | $3,129 | $3,827 | $56,621 |
| Net Loss | $(3,129) | $(3,827) | $(56,621) |
| Cash and Cash Equivalents | $2,776 | $17,526 | $2,776 |
| Total Assets | $2,776 | $10,695 | $2,776 |
| Total Liabilities | $9,984 | $0 | $9,984 |
| Stockholders' Deficit | $(7,208) | $10,695 | $(7,208) |
| Shares Outstanding | 5,950,000 | 5,950,000 | 5,950,000 |
Liquidity and Debt: The Company has a working capital deficit. Current liabilities of $9,984 consist entirely of $2,500 in accounts payable and $7,484 due to an officer. There is no long-term debt.
Material Changes vs. Prior Period
- Net Loss Reduction: The net loss for the three months ended March 31, 2012, decreased to $3,129 from $3,827 in the prior year period, primarily due to a reduction in "Other Selling, General & Administrative" expenses.
- Cash Position: Cash and cash equivalents declined significantly from $17,526 at March 31, 2011, to $2,776 at March 31, 2012, reflecting a net cash outflow from operating activities of $10,403 for the nine-month period.
- Liabilities: The Company recorded $9,984 in current liabilities as of March 31, 2012, compared to zero in the prior year-end balance sheet (June 30, 2011), driven by a loan due to an officer and accrued accounts payable.
- Management Change: On November 30, 2011, David Guest resigned from all officer and director positions. Lisa Guise was appointed President, CEO, CFO, Secretary, and Director effective that date.
Outlook, Risks, and Management Commentary
- Going Concern: The filing includes a substantial doubt regarding the Company's ability to continue as a going concern. The Company has no revenue, has incurred cumulative losses of $56,708, and relies on future financing or a successful business combination to survive.
- Business Strategy: The Company is actively seeking a merger or acquisition with an established business entity. It is in negotiations with several parties but has no definitive agreements. Management anticipates that any acquisition will require additional financing, which is not guaranteed.
- Previous Operations: The Company's original plan to distribute sanitizing wipes in Canada under an exclusive dealership agreement with "Wireless Wipes" lapsed because the Company failed to meet minimum sales requirements.
- Risks: Key risks include the inability to secure additional capital, failure to locate a suitable business combination, and the potential loss of shareholder investment if operations are discontinued.
Investor Verification Checklist
- Capital Adequacy: Verify if the Company has secured the additional financing required to fund operations and potential acquisitions, given the low cash balance of $2,776.
- Merger Status: Confirm the status of negotiations with potential target companies and whether any definitive agreements have been reached since the filing date.
- Related Party Transactions: Review the $7,484 loan due to an officer and the recent transfer of 3,000,000 shares from the former CEO to the current CEO (Lisa Guise) for $20,000.
- Shell Company Status: Acknowledge the Company's status as a shell company with no active operations, which typically carries higher investment risk.