Business Context and Reporting Period
This Form 10-Q covers the quarterly period ended September 30, 2008, for Excaliber Enterprises, Ltd. (Note: The input metadata referenced "Vistagen Therapeutics," but the filing text explicitly identifies the registrant as Excaliber Enterprises, Ltd.). The company is a Nevada corporation classified as a Development Stage Company and a Shell Company. Its stated business plan involves selling specialty gift baskets to real estate and healthcare professionals via an online platform. As of the reporting date, the company has no operational revenue, no inventory, and a non-functional website.
Key Financial Metrics
| Metric | Three Months Ended Sep 30, 2008 | Nine Months Ended Sep 30, 2008 | Inception to Sep 30, 2008 |
|---|---|---|---|
| Revenue | $0 | $0 | $0 |
| Total Expenses | $93 | $3,409 | $13,624 |
| Net Loss | $(93) | $(3,439) | $(13,684) |
| Cash and Cash Equivalents | $156 | $156 | $156 |
| Total Assets | $156 | $156 | $156 |
| Total Liabilities | $3,740 | $3,740 | $3,740 |
| Stockholders' Deficit | $(3,584) | $(3,584) | $(3,584) |
Liquidity and Debt: The company holds only $156 in cash. Current liabilities total $3,740, consisting of $3,240 in accounts payable and a $500 non-interest-bearing note payable to a related party. The company has no long-term debt.
Material Changes vs. Prior Period
- Expense Reduction: General and administrative expenses for the three months ended September 30, 2008, were $93, a significant decrease from $1,534 in the same period in 2007. For the nine-month period, expenses were $3,409 compared to $3,850 in the prior year.
- Liability Increase: Accounts payable increased from $240 (as of Dec 31, 2007) to $3,240 (as of Sep 30, 2008), reflecting unpaid operational costs.
- Debt Financing: The company incurred a new $500 related-party note payable in January 2008, which was not present in the prior year-end balance sheet.
Outlook, Risks, and Contingencies
Going Concern Uncertainty: Management explicitly states that the company's ability to continue as a going concern is in substantial doubt. The company has incurred cumulative losses since inception and has no revenue. Continued operations depend entirely on securing additional financing.
Capital Raise Status: The company filed a Form SB-2 registration statement to raise between $35,000 and $75,000. As of the filing date, approximately $36,935 was reported in an escrow account; however, these funds had not settled, and no shares had been issued. Management cannot assure that the funds will clear or that the offering will be successful.
Operational Roadblocks: Without the capital from the offering, the company cannot complete its website, identify suppliers, or create a product catalog. Consequently, it cannot generate revenue.
Risks: Key risks include the failure of the public offering, the inability to secure alternative financing, and the lack of a functional business model or product inventory.
Investor Verification Checklist
- Escrow Settlement: Verify if the $36,935 reported in escrow has settled and if the corresponding shares (approx. 738,700) have been issued.
- Going Concern Status: Confirm if the company has secured alternative financing given the minimal cash balance ($156) and significant accounts payable ($3,240).
- Operational Progress: Check if the website (www.ExcaliberStore.com) is now functional and if a product catalog has been developed.
- Related Party Transactions: Review the terms of the $500 related-party note and the valuation of the $5,000 in founder shares issued for services.
- Shell Company Status: Confirm if the company has transitioned from a shell company to an operating entity with substantive assets and revenue.