**UNITEDSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.20549**

**FORM 10-QSB**

 

| **ý**                                                                                                                                                                                                                                                                                                                                                                |   | **QUARTERLY REPORT PURSUANT TO  SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF 1934**    |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                      |
| **For the quarterly period ended****June 30, 2003**                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                      |
| **o**                                                                                                                                                                                                                                                                                                                                                                     |   | **TRANSITION REPORT PURSUANT TO SECTION  13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                                                                                                                                                                                                                                                                                                      |
| **For the transition period  from                           to                           ** |
|                                                                                                                                                                                                                                                                                                                                                                      |
| **Commission File number 0-25541**                                                                                                                                                                                                                                                                                                                                        |

 

| **STARBERRYS  CORPORATION**                        |
|----------------------------------------------------|
| (Exact name of registrant as specified in charter) |

 

| **Nevada**                                                      |   | **91-1948357**                        |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |   | (I.R.S. Employer  Identification No.) |
|                                                            |   |                                  |
| **21—2236 Folkestone Way  West Vancouver, BC, Canada**     |   | **V7S 2X7**                           |
| (Address of principal executive offices)                        |   | (Zip Code)                            |

 

| **604-922-0113**                                                      |
|-----------------------------------------------------------------------|
| Registrant’s telephone number, including area code               |
|                                                                  |   |   |
|                                                                  |   |   |
| (Former name, address, and fiscal year, if changed since last report) |

 

Indicate bycheck mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports),  Yes ý  Noo and (  ) has been subject to filingrequirements for the past 90 days.  Yes ý  Noo

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of sharesoutstanding of each of the issuer’s classes of common stock, as of the lastpracticable date.

 

| **Class**                      |   | **Outstanding as of June 30, 2003** |
|--------------------------------|--------|-------------------------------------|
| Common Stock, $0.001 per share |   | 13,311,200                          |

 

 

----

 

# **INDEX**

 
| **PART 1.**  |        |
|--------------|-------------|
|         |        |   |
|         | **ITEM 1.** | Financial  Statements |
|         |        |   |
|         |        | Balance  Sheet as at June 30, 2003 and  September 30, 2002 |
|         |        |   |
|         |        | Statement of Operations  For the three months ended June 30, 2003 and 2002, the nine months ended June 30, 2003 and  2002 and for the period from October 8,1998 (Date of Inception) to June 30, 2003 |
|         |        |   |
|         |        |   |
|         |        | Statement of Cash Flows  For the nine months ended June 30, 2003 and 2002 and for the period from October 8, 1998  (Date of Inception) to June  30, 2003 |
|         |        |   |
|         |        | Notes to  Financial Statements |
|         |        |   |
|         | **ITEM 2.** | Plan of  Operations |
|         |        |   |
| **PART 11.** | Signatures  |

 

2

----

 

**PART****1 – FINANCIAL INFORMATION**

 

# **ITEM 1**. FINANCIAL STATEMENTS

 

The accompanying balance sheetof Starberrys Corporation (a development stage company) at June 30, 2003 andSeptember 30, 2002 and the statement of operations for the three months endedJune 30, 2003 and 2002, the nine months to June 30, 2003 and 2002 and for theperiod from October 8, 1998 (date of inception) to June 30, 2003 and thestatement of cash flow for the nine months ended June 30, 2003 and 2002 and forthe period from October 8, 1998 (date of inception) to June 30, 2003 have beenprepared by the Company’s management in conformity with accounting principlesgenerally accepted in the United States of America.  In the opinion of management, all adjustments considerednecessary for a fair presentation of the results of operations and financialposition have been included and all such adjustments are of a normal recurringnature.

 

Operating results for the ninemonths ended June 30, 2003 are not necessarily indicative of the results thatcan be expected for the year ending September 30, 2003.

 

3

----

 

**STARBERRYSCORPORATION**

(A Development Stage Company)

 

**BALANCE SHEET**

 

June 30, 2003  and September 30,2002

(Unaudited - Prepared by Management)

 
|                                                                                                                                  |   | **June 30,  2003** |        | **September  30,  2002** |   |
|---------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|-------------|--------------------------|--------|
| **ASSETS**                                                                                                                            |   |               | ** **  |                     |   |
|                                                                                                                                  |   |               | ** **  |                     |   |
| **CURRENT ASSETS**                                                                                                                    |   |               | ** **  |                     |   |
|                                                                                                                                  |   |               | ** **  |                     |   |
| Bank                                                                                                                                  |   | **$**              | **0**       | ** **               | $      | 553 |   |
| Prepaid expenses                                                                                                                      |   | **10,000**         | ** **  | 0                        |   |
|                                                                                                                                  |   |               | ** **  |                     |   |
| **TOTAL CURRENT ASSETS**                                                                                                              |   | **10,000**         | ** **  | 553                      |   |
|                                                                                                                                  |   |               | ** **  |                     |   |
| Deposits pursuant to Letters of Intent and  Purchase Agreement                                                                        |   | **897,777**        | ** **  | 0                        |   |
|                                                                                                                                  |   |               | ** **  |                     |   |
| **TOTAL ASSETS**                                                                                                                      |   | **$**              | **907,777** | ** **               | $      | 553 |   |
|                                                                                                                                  |   |               | ** **  |                     |   |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                                                         |   |               | ** **  |                     |   |
|                                                                                                                                  |   |               | ** **  |                     |   |
| **CURRENT LIABILITIES**                                                                                                               |   |               | ** **  |                     |   |
|                                                                                                                                  |   |               | ** **  |                     |   |
| Bank overdraft                                                                                                                        |   | **$**              | **94,285**  | ** **               | $      | 0 |   |
| Accounts payable and accrued liabilities                                                                                              |   | **271,087**        | ** **  | 112,056                  |   |
| Shareholder and other loans payable                                                                                                   |   | **1,061,314**      | ** **  | 0                        |   |
|                                                                                                                                  |   |               | ** **  |                     |   |
| **TOTAL CURRENT LIABILITIES**                                                                                                         |   | **1,426,686**      | ** **  | 112,056                  |   |
|                                                                                                                                  |   |               | ** **  |                     |   |
| **STOCKHOLDERS’ EQUITY**                                                                                                         |   |               | ** **  |                     |   |
|                                                                                                                                  |   |               | ** **  |                     |   |
| Common stock 200,000,000 shares authorized,  at $0.001 par value; 13,311,200   (2002 – 10,561,200) shares issued and outstanding |   | **$**              | **13,311**  | ** **               | $      | 10,561 |   |
|                                                                                                                                  |   |               | ** **  |                     |   |
| Capital in excess of par value                                                                                                        |   | **91,281**         | ** **  | 91,281                   |   |
|                                                                                                                                  |   |               | ** **  |                     |   |
| Stock subscriptions receivable                                                                                                        |   | **(2,750**         | **)**       | 0                        |   |
|                                                                                                                                  |   |               | ** **  |                     |   |
| Deficit accumulated during the development  stage                                                                                     |   | **(620,751**       | **)**       | (213,345                 | )      |
|                                                                                                                                  |   |               | ** **  |                     |   |
| **TOTAL STOCKHOLDERS’ DEFICIENCY**                                                                                               |   | **(518,909**       | **)**       | (111,503                 | )      |
|                                                                                                                                  |   |               | ** **  |                     |   |
| **TOTAL LIABILITIES & STOCKHOLDERS’  DEFICIENCY**                                                                            |   | **$**              | **907,777** | ** **               | $      | 553 |   |

 

The accompanying notes are an integral part of these unauditedfinancial statements.

 

4

----

 

**STARBERRYS CORPORATION**

(A Development Stage Company)

 

**STATEMENT OF OPERATIONS**

 

For the three andnine months ended June 30, 2003 and 2002,and for the period from October 8, 1998 (Date of Inception) to June 30, 2003

 

(Unaudited - Prepared by Management)

 
|                                     |   | **For the  Three  Months  Ended  June 30,  2003** |         | **For the  Three  Months  Ended  June 30,  2002** |       | **For the  Nine  Months  Ended  June 30,  2003** |       | **For the  Nine  Months  Ended  June 30,  2002** |         | **From  Inception  To  June 30,  2003** |       |
|------------------------------------------|--------|---------------------------------------------------|--------------|---------------------------------------------------|------------|--------------------------------------------------|------------|--------------------------------------------------|--------------|-----------------------------------------|------------|
|                                     |   |                                              | ** **   |                                              | ** ** |                                             | ** ** |                                             |         |                                    | ** ** |
| **SALES**                                |   | **$**                                             | **—**   | ** **                                        | $          | —                                           | ** ** | **$**                                            | **—**   | ** **                              | $          | — |   | **$** | **—** | ** ** |
| **GENERAL AND ADMINISTRATIVE EXPENSES:** |   |                                              | ** **   |                                              | ** ** |                                             | ** ** |                                             |         |                                    | ** ** |
| Loss of license                          |   | **—**                                        | ** **   | —                                            | ** ** | **—**                                       | ** ** | —                                           |         | **50,000**                              | ** ** |
| Accounting and audit                     |   | **1,445**                                         | ** **   | —                                            | ** ** | **5,080**                                        | ** ** | 1,900                                            |         | **26,713**                              | ** ** |
| Bank charges and interest                |   | **302**                                           | ** **   | —                                            | ** ** | **599**                                          | ** ** | 34                                               |         | **1,148**                               | ** ** |
| Consulting                               |   | **56,744**                                        | ** **   | —                                            | ** ** | **70,744**                                       | ** ** | —                                           |         | **88,657**                              | ** ** |
| Filing fees                              |   | **1,073**                                         | ** **   | —                                            | ** ** | **4,281**                                        | ** ** | —                                           |         | **9,796**                               | ** ** |
| Legal                                    |   | **149,773**                                       | ** **   | —                                            | ** ** | **268,404**                                      | ** ** | —                                           |         | **359,412**                             | ** ** |
| Office and administration                |   | **6,567**                                         | ** **   | —                                            | ** ** | **18,944**                                       | ** ** | 14                                               |         | **23,341**                              | ** ** |
| Rent                                     |   | **—**                                        | ** **   | —                                            | ** ** | **—**                                       | ** ** | —                                           |         | **4,500**                               | ** ** |
| Telephone                                |   | **—**                                        | ** **   | —                                            | ** ** | **—**                                       | ** ** | —                                           |         | **2,700**                               | ** ** |
| Transfer agent’s fees               |   | **642**                                           | ** **   | —                                            | ** ** | **2,475**                                        | ** ** | 1,664                                            |         | **11,313**                              | ** ** |
| Travel                                   |   | **13,631**                                        | ** **   | —                                            | ** ** | **14,007**                                       | ** ** | —                                           |         | **17,423**                              | ** ** |
| Website fees                             |   | **—**                                        | ** **   | —                                            | ** ** | **—**                                       | ** ** | —                                           |         | **500**                                 | ** ** |
| Foreign exchange loss                    |   | **21,529**                                        | ** **   | —                                            | ** ** | **22,871**                                       | ** ** | —                                           |         | **22,880**                              | ** ** |
| Miscellaneous other                      |   | **—**                                        | ** **   | —                                            | ** ** | **—**                                       | ** ** | —                                           |         | **2,368**                               | ** ** |
|                                     |   |                                              | ** **   |                                              | ** ** |                                             | ** ** |                                             |         |                                    | ** ** |
| **NET LOSS**                             |   | **$**                                             | **(251,706** | **)**                                             | $          | —                                           | ** ** | **$**                                            | **(407,405** | **)**                                   | $          | (3,612 | ) | **$** | **(620,751** | **)** |
|                                     |   |                                              | ** **   |                                              | ** ** |                                             | ** ** |                                             |         |                                    | ** ** |
| **NET LOSS PER COMMON SHARE**            |   |                                              | ** **   |                                              | ** ** |                                             | ** ** |                                             |         |                                    | ** ** |
| Basic                                    |   | **$**                                             | **(0.02**    | **)**                                             | $          | —                                           | ** ** | **$**                                            | **(0.03**    | **)**                                   | $          | **—** |   |   | ** ** |
|                                     |   |                                              | ** **   |                                              | ** ** |                                             | ** ** |                                             |         |                                    | ** ** |
| **TOTAL****OUTSTANDING SHARES**          |   |                                              | ** **   |                                              | ** ** |                                             | ** ** |                                             |         |                                    | ** ** |
| Basic                                    |   | **13,311,200**                                    | ** **   | 10,535,000                                        | ** ** | **13,311,200**                                   | ** ** | 10,535,000                                       |         |                                    | ** ** |

 

The accompanying notes are an integral part of these unauditedfinancial statements.

 

5

----

 

**STARBERRYSCORPORATION**

(A Development Stage Company)

 

**STATEMENT OF CASH FLOWS**

 

For the nine months endedJune 30, 2003 and 2002 and for the period fromOctober 8, 1998 (Date of Inception) to June 30, 2003

 

(Unaudited - Prepared by Management)

 
|                                                                             |   | **For the Nine****Months EndedJune 30,  2003** |         | **For the  Nine  Months Ended  June 30,  2002** |   | **From  Inception  To  June 30,  2003** |       |
|----------------------------------------------------------------------------------|--------|------------------------------------------------|--------------|-------------------------------------------------|--------|-----------------------------------------|------------|
| **CASH FLOWS FROM****OPERATING ACTIVITIES:**                                     |   |                                           | ** **   |                                            |   |                                    | ** ** |
|                                                                             |   |                                           | ** **   |                                            |   |                                    | ** ** |
| Net loss                                                                         |   | **$**                                          | **(407,405** | **)**                                           | $      | (3,612                                  | )          | **$** | **(620,751** | **)** |
|                                                                             |   |                                           | ** **   |                                            |   |                                    | ** ** |
| Adjustments to reconcile net loss to net  cash provided by operating activities: |   |                                           | ** **   |                                            |   |                                    | ** ** |
|                                                                             |   |                                           | ** **   |                                            |   |                                    | ** ** |
| Changes in current assets and liabilities:                                       |   |                                           | ** **   |                                            |   |                                    | ** ** |
| Capital contributions — expenses                                            |   | **—**                                     | ** **   | —                                          |   | **10,950**                              | ** ** |
| Prepaid expenses                                                                 |   | **(10,000**                                    | **)**        | 135                                             |   | **(10,000**                             | **)**      |
| Accounts payable                                                                 |   | **159,030**                                    | ** **   | 3,493                                           |   | **271,087**                             | ** ** |
|                                                                             |   |                                           | ** **   |                                            |   |                                    | ** ** |
| Net cash (deficiency) from operations                                            |   | **(258,375**                                   | **)**        | 16                                              |   | **(348,714**                            | **)**      |
|                                                                             |   |                                           | ** **   |                                            |   |                                    | ** ** |
| **CASH FLOWS FROM INVESTING ACTIVITIES:**                                        |   |                                           | ** **   |                                            |   |                                    | ** ** |
| Deposits pursuant to Letters of Intent and  Purchase Agreement                   |   | **(897,777**                                   | **)**        | —                                          |   | **(897,777**                            | **)**      |
| **CASH FLOWS FROM FINANCING ACTIVITIES:**                                        |   |                                           | ** **   |                                            |   |                                    | ** ** |
| Proceeds from loans                                                              |   | **1,061,314**                                  | ** **   | —                                          |   | **1,061,314**                           | ** ** |
| Proceeds from issuance of common stock                                           |   | **0**                                          | ** **   | —                                          |   | **90,892**                              | ** ** |
|                                                                             |   |                                           | ** **   |                                            |   |                                    | ** ** |
| Net Increase (Decrease) in Cash                                                  |   | **(94,838**                                    | **)**        | 16                                              |   | **(94,285**                             | **)**      |
|                                                                             |   |                                           | ** **   |                                            |   |                                    | ** ** |
| Cash at Beginning of Period                                                      |   | **553**                                        | ** **   | 2                                               |   | **—**                              | ** ** |
|                                                                             |   |                                           | ** **   |                                            |   |                                    | ** ** |
| **CASH (BANK OVERDRAFT) AT END OF PERIOD**                                       |   | **$**                                          | **(94,285**  | **)**                                           | $      | 18                                      |       | **$** | **(94,285** | **)** |

 

The accompanying notes are an integral part of these unauditedfinancial statements.

 

6

----

 

**STARBERRYSCORPORATION**

(A Development Stage Company)

 

**NOTES****TOFINANCIAL STATEMENTS**

 

June 30, 2003

 

(Unaudited - Prepared by Management)

 

 

**1.****                                      ORGANIZATION**

 

The Companywas incorporated under the laws of the State of Nevada on October 8, 1998 underthe name of “Cigar King Corporation” with authorized common stock of200,000,000 shares at $0.001 par value. On September 13, 2002 the name was changed to “Starberrys Corporation”and the authorized capital stock was changed by the addition of 50,000,000shares of preferred stock with a par value of $0.001.  There are no preferred shares issued and the terms have not beendetermined.

 

The Companywas originally organized for the purpose of engaging in quality cigarsales.  During 1998 the Companypurchased the right to use the name “Cigar King” to market high quality cigars.  During 2000 the activity was abandoned.  Under a new board of directors andmanagement during 2002, the Company signed a Letter of Intent, dated November29, 2002 and amended and extended on March 13, 2003 and on June 25, 2003,outlining the terms of a proposed acquisition of all of the assets andintellectual property related to the CBN and “Color by Numbers” business andsystem (see Note 7).  On April 9, 2003,the Company signed a Purchase Agreement for the acquisition of all of theshares of the company which owns the Natural Colour System, a colournotation/specification system used worldwide among professionals inarchitecture, design, paint and building products (see Note 8).

No operationshave been started.

 

The Company isin the development stage.

 

 

**2.****                                      SUMMARYOF SIGNIFICANT ACCOUNTING POLICIES**

 

Accounting Methods

 

The Companyrecognizes income and expenses based on the accrual method of accounting.

 

Dividend Policy

 

The Companyhas not yet adopted a policy regarding payment of dividends.

 

Income Taxes

 

On June 30,2003 the Company had a net operating loss carry forward of $613,751.  The tax benefit of approximately $184,000from the loss carry forward has been fully offset by a valuation reservebecause the use of the future tax benefit is doubtful since the Company has nooperations.  The net operating loss willexpire in 2022.

 

7

----

 

Basic and Diluted Net Income (Loss) Per Share

 

Basic netincome (loss) per share amounts are computed based on the weighted averagenumber of shares actually outstanding. Diluted net income (loss) per share amounts are computed using theweighted average number of common shares and common equivalent sharesoutstanding as if shares had been issued on the exercise of the common sharerights unless the exercise becomes antidilutive and then only the basic pershare amounts are shown in the report.

 

Cash and Cash Equivalents

 

The Companyconsiders all highly liquid instruments purchased with a maturity, at the timeof purchase, of less than three months, to be cash equivalents.

 

Financial Instruments

 

The carryingamounts of financial instruments, including cash and accounts payable, areconsidered by management to be their estimated fair values.

 

Estimates and Assumptions

 

Managementuses estimates and assumptions in preparing financial statements in accordancewith generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of theassets and liabilities, the disclosure of contingent assets and liabilities,and the reported revenues and expenses. Actual results could vary from the estimates that were assumed inpreparing these financial statements.

 

Foreign Currency Translation

 

Part of the transactions of the Company were completed in Canadiandollars and have been translated to US dollars as incurred, at the exchange rate in effect at the time, and, therefore,no gain or loss from the translations is recognized.  US dollars are considered to be the functional currency.

 

 

**3.****                                      COMMONCAPITAL STOCK**

 

Since its inception, the Company has completed private placements of13,311,200 shares of its common capital stock for $93,642. See also SubsequentEvents note.

 

 

**4.****                                      COMMONCAPITAL STOCK OPTIONS**

 

On June 6,2002 the Company granted stock options to related parties of 1,140,000 sharesof common stock at $1.00 per share which will expire on June 6, 2005.  On January 13, 2003,

 

8

----

 

210,000 ofthese options were cancelled.  In April2003, an additional 420,000 of these options were cancelled. The optionsoutstanding at June 30, 2003 for 510,000 shares vest in equal proportions ofone-twelfth on the first day of each calendar quarter starting the October toDecember 2002 quarter.  (See Note8.)  On the date of the grant the fairvalue of outstanding shares of the Company was less than $1.00.  As there have been no transactions involvingthe Company’s shares since common stock was sold from Treasury in June 2003 atthe par value of $0.001 per share, it is assumed that the options vested toJune 30, 2003 have no value.

 

 

**5.****                                      SHAREHOLDERLOANS AND OTHER LOANS PAYABLE**

 

During the nine months ended June 30, 2002, loans of $561,314 wereadvanced to the Company by shareholders and a loan of $500,000 was advanced tothe Company by a third party. The loans from shareholders are non-interestbearing and unsecured.  The third partyloan bears interest at the rate of 15% per annum, payable monthly, and issecured by the pledge of Company shares from directors, officers and certainothers.

 

 

**6.****                                      RELATEDPARTY TRANSACTIONS**

 

Officers, directors and key consultants have acquired 43% of theoutstanding common stock and have received the stock options outlined in Note4.

 

 

**7.****                                      DEPOSITSPURSUANT TO LETTER OF INTENT AND TO PURCHASE AGREEMENT**

 

The Companysigned a Letter of Intent onNovember 29, 2002, amended and extended on March 13, 2003, and further extendedon June 25, 2003, with eVision Technologies Inc. and Mr. Ken Turpin (“theVendors”) outlining the general terms of a proposed acquisition by the Companyor its assigns for $5,000,000 of all of the assets and intellectual propertyrelated to the CBN and “Color by Numbers” business owned by the Vendors.  The acquisition is subject to, amongst otheritems, completion of due diligence satisfactory to the Company, negotiating adefinitive purchase agreement and the obtaining of the required financing forthe purchase.  In consideration forcertain undertakings given by the Vendors, the Company agreed to make monthlypayments of CDN$50,000 commencing January 1, 2003 and payments of CDN$300,000on June 30, 2003 and CDN$200,000 on August 15, 2003 as deposits toward theagreed purchase price.

 

On April 9,2003 the Company signed aDefinitive Purchase Agreement with Målaremästarnas Riksforening, the owner ofall the shares of Skandinaviska Färginstituter AB (the Scandinavian ColourInstitute or “SCI”) which owns the colour notation system Natural Color Systems(“NCS”), subject to certain conditions, containing the terms of an acquisitionby the Company or its assigns for a price of SEK 35,000,000 of all the sharesof SCI.  Pursuant the terms of thatagreement, on June 30, 2003 the Company deposited $436,832 into an escrowaccount as the initial payment for the purchase.

 

9

----

 

A summary of these deposits is:

 
|                       |   | **In CDN $** |   | **CDN $  Depositsconverted to US $** |   | **In US $** |   | **Total in US $** |   |
|----------------------------|--------|--------------|--------|--------------------------------------|--------|-------------|--------|-------------------|--------|
| Deposits made to:          |   |         |   |                                 |   |        |   |              |   |
| eVision Technologies Inc.  |   | 650,000.00   |   | 460,945.00                           |   | 0.00        |   | 460,945.00        |   |
| Karlero &Co., in trust |   | 0.00         |   | 0.00                                 |   | 436,832.00  |   | 436,832.00        |   |
|                       |   |         |   |                                 |   |        |   |              |   |
| Total                      |   | 650,000.00   |   | 460,945.00                           |   | 436,832.00  |   | 897,777.00        |   |

 

 

**8.****                                      SUBSEQUENTEVENTS**

 

Subsequent to June 30, 2003, the Company refunded the subscriptionproceeds to the only three individuals who subscribed for a total of 26,200common shares of the Company in July 2002 pursuant to an Offering Memorandumfor Non-Qualifying Issuers dated July 8, 2002. As that Offering Memorandumindicated that the intended use of funds was for a business different from theactivities now planned for the Company, the Company and those shareholdersagreed that their subscription proceeds of $13,100 should be refunded and theshares then purchased cancelled.

 

On August 18, 2003, the Company and MålaremästarnasRiksforening, the owner of all the shares of Skandinaviska Färginstituter AB (“SCI”),signed an agreement to suspend the Closing Date of the purchase of all of theoutstanding shares of SCI, pursuant to the April 9, 2003 Agreement on the Saleand Purchase of Shares, from August 31, 2003 to November 30, 2003.

 

 

**9.****                                      GOINGCONCERN**

 

The Company does not have the working capital to service its debt andfor any future planned activity. The Company’s management believes they canobtain the necessary working capital needed to pay its debt and for any futureplanned activity by receiving loans from officers, directors and shareholders,and by additional equity funding which will enable the Company to operate forthe coming year.

 

10

----

 

# **ITEM 2**. PLAN OF OPERATIONS

 

Under new management and Boardof Directors, the Company is in process of raising funds and acquiring assetsand an operating company for the purposes of engaging in a new business.  The Company has signed a Letter of Intent(amended and extended on 13 March 2003 and further extended on 25 June 2003)with eVision Technologies Inc. and Mr. Ken Turpin (“the Vendors”) outlining thegeneral terms of a proposed acquisition by the Company of all of the assets andintellectual property related to the CBN and digital “Color By Numbers”business owned by the Vendors.

 

In addition, the Company signeda Letter of Intent on 19 January 2003 with Målaremästarnas Riksforening, theowner of all the shares of Skandinaviska Färginstituter AB (“SCI” or TheScandinavian Colour Institute) which owns the colour notation system NaturalColor Systems (“NCS”) and the Scandinavian Colour School, outlining the generalterms of a proposed acquisition by the Company of all of the shares ofSCI.  On 9 April 2003 the Company signeda Definitive Purchase Agreement to complete the acquisition, subject to certainconditions, of all the shares of SCI for a price of SEK 35,000,000 (seeattached Exhibit A).  Subsequent to 30June 2003 that Agreement was amended to change the Closing Date from 31 August2003 to 30 November 2003.  NCS is theleading colour notation system in Europe and is also highly regarded around theworld.  It is the national standard forcolour in Sweden, Norway, Spain and South Africa.

 

The Company intends to expandthe NCS revenues in both existing markets and new markets in the colour worldthrough the addition of its marketing expertise, financial resources andnetwork of contacts, and to deploy the technology of CBN, an important elementof which is to extend the NCS product offerings to existing NCS customersthrough the application of the CBN technology.

 

### Liquidity and CapitalResources

 

The process of raising fundshas been initiated to fund these new activities.

 

### Results of Operations

 

The Company has had no revenuesfrom operations since its inception.

 

### Changes in Securities

 

On 2 June 2003 the Companyissued 2,750,000 common shares from Treasury at the par value price of $0.001each, or total proceeds of $2,750, to be paid upon delivery of the sharespursuant to an agreement entered into by the Company in November 2002.  The five purchasers are either members ofthe Company’s Board of Directors or key consultants to the Company who areexpecting to join the Company’s management team in the near future.  These shares were sold in

 

11

----

 

reliance on the exemptionprovided by Section 4 (2) of the U.S Securities Act of 1933 and by Rule 701 ofthe Securities Act.

 

Subsequent to 30 June 2003 theCompany cancelled 26,200 common shares issued from Treasury in July 2002 tothree Canadian subscribers pursuant to a 8 July 2002 Offering Memorandum forNon-Qualifying Issuers with respect to a business unrelated to the presentplans of the Company, and refunded their subscription proceeds.

 

### Exhibits and Reports on Form 8-K

 

The Company filed a Form 8-Kreport on 28 May 2003 with respect to the proposed acquisition of all theshares of Skandinaviska Färginstituter AB (“SCI” or The Scandinavian ColourInstitute). No financial statements were filed related to that pending acquisition.The purchase agreement for that acquisition is appended as Exhibit A to thisForm 10-QSB.

 

12

----

 

**SIGNATURES**

 

In accordance with Section 13or 15(d) of the Exchange Act, the registrant has caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.

 
|   | **STARBERRYS CORPORATION** |                                |
|--------|----------------------------|-------------------------------------|
|   | (Registrant)               |                                |
|   |                       |                                |
|   |                       |                                |
|   | By:                        | */s/* “*JOHN H. GOODWIN”* |   |   |
|   |                       | John H.  Goodwin, President and CEO |
|   |                       | Date:   August 28, 2003        |
|   |                       |                                |
|        |                            |                                     |  |  |  |

 

 

In accordance with the ExchangeAct, this report has been signed below by the following persons on its behalfby the registrant and in the capacities and on the dates indicated.

 
|   | By:    | */s/ “JOHN H. GOODWIN”*                         |   |   |
|--------|--------|-----------------------------------------------------------|--------|--------|
|   |   | John H.  Goodwin, President and CEO                       |
|   |   | Date:   August 28, 2003                              |
|   |   |                                                      |
|   |   |                                                      |
|   | By:    | */s/* “*KENNETH R. TOLMIE”*                     |   |   |
|   |   | Kenneth R.  Tolmie, Chief Financial Officer and Secretary |
|   |   | Date:   August 28, 2003                              |
|   |   |                                                      |

 

13

----