10-Q 1 sun5103106.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) X...Quarterly report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended October 31, 2006. ....Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] for the transition period from _________ to _________. Commission File No: __000-24483__ SUNBURST ACQUISITIONS V, INC. --------------------------------------- (Name of small business in its charter) Colorado 84-1461844 ---------------------- ----------------------- (State or other (IRS Employer Id. No.) jurisdiction of Incorporation) P.O. Box No. 25290 Harbour Building Post Office Hong Kong ------------------------------------------------------------------- (Address of Principal Office) Zip Code Issuer's telephone number: (852) 9654 4021 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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 _____ No __x___ Applicable only to issuers involved in bankruptcy proceedings during the past five years Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act 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. At 3/7/07 the following shares of common were outstanding: Preferred Stock, no par value, 0 shares; Common Stock, no par value, 2,735,000 shares. Transitional Small Business Disclosure Format (Check one): Yes _____ No __X__ PART 1 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS (a) The unaudited financial statements of registrant for the six months ended October 31, 2006, follow. The financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. SUNBURST ACQUISITIONS V, INC. (A Development Stage Company) FINANCIAL STATEMENTS Quarter Ended October 31, 2006 (Unaudited) CONTENTS Balance Sheet F-1 Statements of Operations F-2 Statements of Cash Flows F-3 Notes to Financial Statements F-4 Sunburst Acquisitions V, Inc. (A Development Stage Company) BALANCE SHEET October 31, 2006 (Unaudited) ASSETS Quarter Ended Prior Year Ended October 31, 2006 April 30, 2006 CURRENT ASSETS: Cash and cash equivalents $ - $ - --------- --------- Total current assets - - --------- --------- TOTAL ASSETS $ - $ - ========= ========= LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable $ 225 $ 1,628 Accounts payable - related party 17,996 13,786 --------- --------- Total current liabilities 18,221 15,414 STOCKHOLDERS' DEFICIT Preferred stock, no par value 20,000,000 shares authorized; 0 shares issued and outstanding - - Common stock, no par value; 100,000,000 shares authorized; 2,735,000 shares issued and outstanding 12,535 12,535 Additional paid-in capital 19,147 19,147 Deficit accumulated during the development stage (49,903) (47,096) --------- --------- Total stockholders' deficit (18,221) (15,414) --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ - $ - ========= ========= The accompanying notes are an integral part of the financial statements. F-1 Sunburst Acquisitions V, Inc. (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited) For the period from inception (April 30, 1998) to For the three months For the six months October 31, ended October 31, ended October 31, 2006 2006 2005 2006 2005 ----------- --------- --------- --------- --------- REVENUES $ - $ - $ - $ - $ - ----------- --------- --------- --------- --------- EXPENSES Amortization 300 - - - - Bank service charge 34 - - - - Consulting fees 2,535 - - - 600 General office 644 - - - - Legal fees 10,622 - 2,698 - 2,698 Professional fees 23,691 2,300 550 2300 8,661 Rent 4,350 - - - 150 Transfer agent 7,727 225 668 507 (817) ----------- --------- --------- --------- --------- Total expenses 49,903 2,525 3,916 2,807 11,292 ----------- --------- --------- --------- --------- NET LOSS (49,903) (2,525) (3,916) (2,807) (11,292) NET LOSS PER SHARE $ (0.02) $ (NIL) $ (NIL) $ (NIL) $ (NIL) =========== ========= ========= ========= ========= WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS OUTSTANDING 2,231,201 2,735,000 2,735,000 2,735,000 2,735,000 =========== ========= ========= ========= ========= The accompanying notes are an integral part of the financial statements. F-2 Sunburst Acquisitions V, Inc. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) For the period from inception (April 30, For the six For the six 1998) to months ended months ended October 31, October 31, October 31, 2006 2006 2005 --------------- ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (49,903) $ (2,807) $ (11,292) Adjustments to reconcile net loss to net cash used by operating activities: Amortization 300 - - Rent expense 4,350 - 150 Stock issued for consulting fees 2,535 - 600 Increase (decrease) in accounts payable 226 (1,403) (4,599) Decrease in A/P Related party 22,892 4,210 (6,054) -------------- ------------- ------------- Net cash used by operating activities (19,600) - (21,195) CASH FLOWS FROM INVESTING ACTIVITIES Increase in organization costs (300) - - -------------- ------------- ------------- Net cash used by investing activities (300) - - CASH FLOWS FROM FINANCING ACTIVITIES Issuance of preferred stock 10,000 - - Shareholder loan - 11,030 Cash contribution by shareholder 9,900 - 4,000 Conversion of related party debt - - 4,897 -------------- ------------- ------------- Net cash provided by financing activities 19,900 - 19,927 -------------- ------------- ------------- Net decrease in cash and cash equivalents - - (1,268) CASH AND CASH EQUIVALENTS, Beginning of Period - - 1,268 -------------- ------------- ------------- CASH AND CASH EQUIVALENTS, End of Period $ - $ - $ - ============== ============= ============= The accompanying notes are an integral part of the financial statements. F-3 Sunburst Acquisitions V, Inc. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS October 31, 2006 (Unaudited) 1. Management's Representation of Interim Financial Information ------------------------------------------------------------ The accompanying financial statements have been prepared by Sunburst Acquisitions V, Inc. without audit 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 generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments which, in the opinion of management, are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the audited financial statements at April 30, 2006. F-4 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS Certain statements contained in this report, including statements concerning the Company's future cash and financing requirements, and other statements contained herein regarding matters that are not historical facts, are forward looking statements; actual results may differ materially from those anticipated. Change In Control On August 11, 2005, Onping Limited, a British Virgin Islands corporation, purchased 2,464,000 shares, or approximately 90% of the Company's issued and outstanding common stock pursuant to a Stock Purchase Agreement dated June 21, 2005. The shares were purchased from five individuals. Upon purchase closing, Jay Lutsky, the Company's sole director and officer, resigned and Terence Ho, the sole shareholder of Onping LTD., and Vivian Szeto were appointed Directors of the Company. Liquidity and Capital Resources The Company remains in the development stage and, since inception, has experienced no significant change in liquidity or capital resources or stockholder's equity other than the receipt of net proceeds in the amount of $19,900 from its inside capitalization funds. Consequently, the Company's balance sheet for the period ending October 31, 2006 reflects a current asset value of $0 and a total asset value of $0, as compared with $0 for the quarter ended October 31, 2005. As of April 30, 2005, the Company's then president Mr. Jay Lutsky had paid corporate expenses on behalf of the Company totaling $6,054 cumulatively. In an informal agreement between Mr. Lutsky and the Company, the balance owing for the expenses was satisfied during the first quarter in exchange for $1,157 in cash. The remainder of the balance owing to Mr. Lutsky was contributed to the capital of the Company. The Company negotiated a reduction in its outstanding balance with its transfer agent of $1,485, and the remaining $4,000 was paid during the quarter ended July 31, 2005. Funding was provided by the buyer of the Company's stock and is presented as a contribution to the capital of the Company. Results of Operations During the period from April 30, 1998 (inception) through October 31, 2006, the Company has engaged in no significant operations other than organizational activities, acquisition of capital and preparation for registration of its securities under the Securities Exchange Act of 1934, as amended. No revenues were received by the Company during this period. For the current fiscal year, the Company anticipates incurring a loss as a result of expenses associated with registration under the Securities Exchange Act of 1934. For the quarters ended October 31, 2006 and 2005, the Company showed net losses of $2,525 and $3,916, respectively. For the six month period ending October 31, 2006 and 2005, the Company showed net losses of $2,807 and $11,292, respectively. During the current fiscal year, management caused the Company to complete and file all of its delinquent filings with the Securities and Exchange Commission. Plan of Operations Since the change in control, the Company's plan for the coming year is to identify and acquire favorable business opportunity. The Company does not plan to limit its options to any particular industry, but will evaluate each opportunity on its merits. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. Need for Additional Financing The Company believes that its existing capital will not be sufficient to meet the Company's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended. Accordingly, the Company has relied on Its existing stockholders to provide with which to fund its due diligence activities. No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses. The Company might also seek to compensate providers of services by issuances of stock in lieu of cash. Item 3. CONTROLS AND PROCEDURES The Securities and Exchange Commission defines the term disclosure controls and procedures to mean a company's controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms. The issuer is not an operating entity. Its sole asset is cash and cash equivalents in an account at a major banking institution. Our controls and procedures provide reasonable assurance as to the reliability of the financial statements and other disclosure included in this report, as well as safeguard its cash assets from unauthorized use or disposition. Based on an evaluation performed, the Company's certifying officers have concluded that the disclosure controls and procedures were effective. There was no change in the Company's internal control over financial reporting during the first quarter ended October 31, 2006, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. PART II ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 31 Certification of Chief Executive Officer and Chief Financial and Accounting Officer of the Company Accompanying Periodic Reports pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (as filed herewith). 32 Certification of Chief Executive Officer and Chief Financial and Accounting Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (as filed herewith). Signatures In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SUNBURST ACQUISITIONS V, INC. (Registrant) Date:March 8, 2007 /s/ Terence Ho