Filing summary
Entity and period discrepancy: The supplied filing is for Berry Only Inc., not Tuhura Biosciences, Inc. It reports the quarter and six months ended December 31, 2011, corresponding to fiscal 2012 Q2 for a June 30 year-end. The filing’s balance-sheet caption contains a typographical inconsistency (“December 31, 2010”), although the table and surrounding text indicate December 31, 2011.
Business context
Berry Only describes itself as a development-stage company. Its prior plan to market and distribute mobile-device sanitizing wipes ended after its exclusive dealership agreement lapsed for failure to meet minimum sales requirements. The company is seeking a merger or other business opportunity and said it was negotiating with several parties, but had signed no definitive agreement.
Financial results and position
| Metric | Period / value |
|---|---|
| Revenue | None in the three or six months ended December 31, 2011; none since inception, according to the filing. |
| Quarterly operating expenses and net loss | $10,916 for the three months ended December 31, 2011, versus $14,568 for the comparable 2010 quarter. No revenue; margins are not meaningful. |
| Six-month operating expenses and net loss | $14,774 for the six months ended December 31, 2011, versus $22,478 in 2010. |
| Loss since inception | $53,492 through December 31, 2011. |
| Cash and total assets | $805 at December 31, 2011, versus $10,695 in total assets at June 30, 2011. The filing reports no accounts receivable at December 31, compared with $5,000 at June 30. |
| Liabilities and equity | Current liabilities were $4,884: $2,500 accounts payable and a $2,384 loan payable. Stockholders’ equity was negative $4,079. |
| Operating cash flow | $7,274 used in the six months ended December 31, 2011, versus $23,130 used in the comparable 2010 period. |
| Financing cash flow | $2,384 provided by a loan in the six-month period. Cash declined by $4,890, from $5,695 to $805. |
| Shares outstanding | 3,944,000 at December 31, 2011 and February 6, 2012, according to the filing. |
Material changes and notable events
- On October 24, 2011, 33 shareholders surrendered 2,006,000 shares for cancellation. The company reported no shares issued during the six months ended December 31.
- On November 30, 2011, David Guest resigned from all executive and director roles; Lisa Guise was appointed to those roles.
- On December 16, 2011, Guise bought 3,000,000 shares from Guest for $20,000, giving her approximately 76% ownership. This was a shareholder-to-shareholder transaction, not proceeds to the company.
- Quarterly professional fees fell to $3,050 from $13,493, while consulting expense was $3,676 versus none in the prior-year quarter.
Outlook, risks, and controls
- Management said additional financing would likely be needed for any acquisition or business opportunity and that it could not assure financing or a successful transaction.
- The filing highlights substantial doubt about the company’s ability to continue as a going concern: it has no revenue, has accumulated losses, and depends on raising capital. Management believed its financing efforts could support operations through the next fiscal year but gave no assurance.
- The prior dealership agreement lapsed; the company was pursuing new opportunities without definitive agreements. The filing provides no financial guidance.
- The company reported no legal proceedings, no defaults on senior securities, and no material off-balance-sheet arrangements. Management assessed disclosure controls as effective and reported no significant internal-control changes during the quarter.
- The company checked the box indicating it was a shell company.
Key facts for investors to verify
- Confirm the issuer identity and reporting period: this document names Berry Only Inc., not Tuhura Biosciences, Inc.
- Verify the balance-sheet date and figures, given the erroneous “December 31, 2010” caption in the filing text.
- Assess cash runway, the terms and source of the $2,384 loan, and the company’s ability to raise additional capital.
- Confirm the status of the reported merger discussions and whether any definitive transaction agreement was subsequently executed.
- Review the share cancellation, 3,000,000-share ownership transfer, and resulting control and capitalization.