**UNITED**

**SECURITIES 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  March 31, 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 by check mark whetherthe registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file suchreports),  Yes ý  No o and (   ) has been subject tofiling requirements for the past 90 days.                    Yes ý   No o

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicatethe number of shares outstanding of each of the issuer’s classes of commonstock, as of the last practicable date.

 

| **Class**                      |   | **Outstanding as of March 31,  2003** |
|--------------------------------|--------|---------------------------------------|
| Common Stock, $0.001 per share |   | 10,561,200                            |

 

# ** **

# ****

#  

# **INDEX**

 
| **PART 1.**  |   |                                                                                                                                                                                                   |
|--------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                                                   |
| **ITEM 1.**  |   | Financial Statements                                                                                                                                                                                   |
|         |   |                                                                                                                                                                                                   |
|         |   | Balance Sheet as at March 31, 2003 and  September 30, 2002                                                                                                                                             |
|         |   |                                                                                                                                                                                                   |
|         |   | Statement  of Operations  For the three months ended March 31, 2003 and 2002,the six months ended March 31, 2003 and 2002  and for the period from October 8,1998 (Date ofInception) to March 31, 2003 |
|         |   |                                                                                                                                                                                                   |
|         |   | Statement  of Cash FlowsFor the six months ended March 31, 2003 and 2002and for the period from October 8,1998 (Date ofInception) to March 31,2003                                                     |
|         |   |                                                                                                                                                                                                   |
|         |   | Notes to Financial  Statements                                                                                                                                                                         |
|         |   |                                                                                                                                                                                                   |
| **ITEM 2.**  |   | Plan of Operations                                                                                                                                                                                     |
|         |   |                                                                                                                                                                                                   |
| **PART 11.** |   | Signatures                                                                                                                                                                                             |

 

2

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# **PART 1** – FINANCIAL INFORMATION

# ** **

# **ITEM 1.**     FINANCIALSTATEMENTS

# ** **

Theaccompanying balance sheet of Starberrys Corporation (a development stagecompany) at March 31, 2003 and September 30, 2002 and the statement ofoperations for the three months ended March 31, 2003 and 2002, the six monthsto March 31, 2003 and 2002 and for the period from October 8, 1998 (date ofinception) to March 31, 2003 and the statement of cash flow for the six monthsended March 31, 2003 and 2002 and for the period from October 8, 1998 (date ofinception) to March 31, 2003 have been prepared by the Company’s management inconformity with accounting principles generally accepted in the United Statesof America.  In the opinion ofmanagement, all adjustments considered necessary for a fair presentation of theresults of operations and financial position have been included and all suchadjustments are of a normal recurring nature.

 

Operatingresults for the six months ended March 31, 2003, are not necessarily indicativeof the results that can be expected for the year ending September 30, 2003.

 

3

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**STARBERRYS CORPORATION**

(ADevelopment Stage Company)

 

**BALANCE  SHEET**

 

March31, 2003  and September 30, 2002

(Unaudited- Prepared by Management)

 
|                                                                                                        |   | **March  31,  2003** |        | **September  30,  2002** |   |
|-------------------------------------------------------------------------------------------------------------|--------|----------------------|-------------|--------------------------|--------|
| **ASSETS**                                                                                                  |   |                 | ** **  |                     |   |
|                                                                                                        |   |                 | ** **  |                     |   |
| **CURRENT ASSETS**                                                                                          |   |                 | ** **  |                     |   |
|                                                                                                        |   |                 | ** **  |                     |   |
| Bank                                                                                                        |   | **$**                | **49,398**  | ** **               | $      | 553 |   |
| Prepaid expenses                                                                                            |   | **10,000**           | ** **  | 0                        |   |
|                                                                                                        |   |                 | ** **  |                     |   |
| **TOTAL CURRENT ASSETS**                                                                                    |   | **59,398**           | ** **  | 553                      |   |
|                                                                                                        |   |                 | ** **  |                     |   |
| Deposits pursuant to Letter of Intent                                                                       |   | **98,125**           | ** **  | 0                        |   |
|                                                                                                        |   |                 | ** **  |                     |   |
| **TOTAL ASSETS**                                                                                            |   | **$**                | **157,523** | ** **               | $      | 553 |   |
|                                                                                                        |   |                 | ** **  |                     |   |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                               |   |                 | ** **  |                     |   |
|                                                                                                        |   |                 | ** **  |                     |   |
| **CURRENT LIABILITIES**                                                                                     |   |                 | ** **  |                     |   |
|                                                                                                        |   |                 | ** **  |                     |   |
| Accounts payable and accrued liabilities                                                                    |   | **$**                | **225,669** | ** **               | $      | 112,056 |   |
| Shareholder loans                                                                                           |   | **199,056**          | ** **  | 0                        |   |
|                                                                                                        |   |                 | ** **  |                     |   |
| **TOTAL CURRENT LIABILITIES**                                                                               |   | **424,725**          | ** **  | 112,056                  |   |
|                                                                                                        |   |                 | ** **  |                     |   |
| **STOCKHOLDERS’ EQUITY**                                                                               |   |                 | ** **  |                     |   |
|                                                                                                        |   |                 | ** **  |                     |   |
| Common stock  200,000,000 shares authorized, at $0.001 par  value, 10,561,200 shares issued and outstanding |   | **$**                | **10,561**  | ** **               | $      | 10,561 |   |
|                                                                                                        |   |                 | ** **  |                     |   |
| Capital in excess of par value                                                                              |   | **91,281**           | ** **  | 91,281                   |   |
|                                                                                                        |   |                 | ** **  |                     |   |
| Deficit accumulated during the development stage                                                            |   | **(369,044**         | **)**       | (213,345                 | )      |
|                                                                                                        |   |                 | ** **  |                     |   |
| Total Stockholders’ Deficiency                                                                         |   | **(267,202**         | **)**       | (111,503                 | )      |
|                                                                                                        |   |                 | ** **  |                     |   |
|                                                                                                        |   | **$**                | **157,523** |                     | $      | 553 |   |

 

Theaccompanying notes are an integral part of these unaudited financialstatements.

 

4

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**STARBERRYS CORPORATION**

(ADevelopment Stage Company)

 

**STATEMENT OF OPERATIONS**

 

For thethree and six months ended March 31, 2003 and 2002,

 and for the period from October 8, 1998 (Dateof Inception) to March 31, 2003

 

(Unaudited  - Prepared by Management)

 
|                                                       |   | **For the  Three  Months  Ended  March 31,  2003** |         | **For the  Three  Months  Ended  March 31,  2002** |       | **For the  Six  Months  Ended  March 31,  2003** |       | **For the  Six  Months  Ended  March 31,  2002** |         | **From  Inception  To  March 31,  2003** |       |
|------------------------------------------------------------|--------|----------------------------------------------------|--------------|----------------------------------------------------|------------|--------------------------------------------------|------------|--------------------------------------------------|--------------|------------------------------------------|------------|
|                                                       |   |                                               | ** **   |                                               | ** ** |                                             | ** ** |                                             | ** **   |                                     | ** ** |
| **SALES**                                                  |   | **$**                                              | **—**   | ** **                                         | $          | —                                           | ** ** | **$**                                            | **—**   | ** **                               | $          | — | ** ** | **$** | **—** | ** ** |
| **GENERAL  AND  ADMINISTRATIVE  EXPENSES:** |   |                                               | ** **   |                                               | ** ** |                                             | ** ** |                                             | ** **   |                                     | ** ** |
| Loss of license                                            |   | **—**                                         | ** **   | —                                             | ** ** | **—**                                       | ** ** | —                                           | ** **   | **50,000**                               | ** ** |
| Accounting and audit                                       |   | **2,460**                                          | ** **   | 950                                                | ** ** | **3,635**                                        | ** ** | 1,900                                            | ** **   | **25,268**                               | ** ** |
| Bank charges and interest                                  |   | **147**                                            | ** **   | 17                                                 | ** ** | **297**                                          | ** ** | 34                                               | ** **   | **846**                                  | ** ** |
| Consulting                                                 |   | **14,000**                                         | ** **   | —                                             | ** ** | **14,000**                                       | ** ** | —                                           | ** **   | **31,913**                               | ** ** |
| Filing fees                                                |   | **914**                                            | ** **   | —                                             | ** ** | **3,208**                                        | ** ** | —                                           | ** **   | **8,723**                                | ** ** |
| Legal                                                      |   | **100,805**                                        | ** **   | —                                             | ** ** | **118,631**                                      | ** ** | —                                           | ** **   | **209,639**                              | ** ** |
| Office and administration                                  |   | **5,377**                                          | ** **   | 14                                                 | ** ** | **5,377**                                        | ** ** | 14                                               | ** **   | **9,774**                                | ** ** |
| Rent                                                       |   | **—**                                         | ** **   | —                                             | ** ** | **—**                                       | ** ** | —                                           | ** **   | **4,500**                                | ** ** |
| Telephone                                                  |   | **—**                                         | ** **   | —                                             | ** ** | **—**                                       | ** ** | —                                           | ** **   | **2,700**                                | ** ** |
| Transfer agent’s fees                                 |   | **246**                                            | ** **   | 122                                                | ** ** | **1,833**                                        | ** ** | 1,664                                            | ** **   | **10,671**                               | ** ** |
| Travel                                                     |   | **7,376**                                          | ** **   | —                                             | ** ** | **7,376**                                        | ** ** | —                                           | ** **   | **10,792**                               | ** ** |
| Website fees                                               |   | **—**                                         | ** **   | —                                             | ** ** | **—**                                       | ** ** | —                                           | ** **   | **500**                                  | ** ** |
| Foreign exchange loss                                      |   | **1,350**                                          | ** **   | —                                             | ** ** | **1,342**                                        | ** ** | —                                           | ** **   | **1,350**                                | ** ** |
| Miscellaneous other                                        |   | **—**                                         | ** **   | —                                             | ** ** | **—**                                       | ** ** | —                                           | ** **   | **2,368**                                | ** ** |
|                                                       |   |                                               | ** **   |                                               | ** ** |                                             | ** ** |                                             | ** **   |                                     | ** ** |
| **NET LOSS**                                               |   | **$**                                              | **(132,675** | **)**                                              | $          | (1,103                                           | )          | **$**                                            | **(155,699** | **)**                                    | $          | (3,612 | ) | **$** | **(369,044** | **)** |
|                                                       |   |                                               | ** **   |                                               | ** ** |                                             | ** ** |                                             | ** **   |                                     | ** ** |
| **NET LOSS PER COMMON SHARE**                              |   |                                               | ** **   |                                               | ** ** |                                             | ** ** |                                             | ** **   |                                     | ** ** |
| Basic                                                      |   | **$**                                              | **(0.01**    | **)**                                              | $          | —                                           | ** ** | **$**                                            | **(0.01**    | **)**                                    | $          | — | ** ** |   | ** ** |
|                                                       |   |                                               | ** **   |                                               | ** ** |                                             | ** ** |                                             | ** **   |                                     | ** ** |
| **AVERAGE OUTSTANDING SHARES**                             |   |                                               | ** **   |                                               | ** ** |                                             | ** ** |                                             | ** **   |                                     | ** ** |
| Basic                                                      |   | **10,561,200**                                     | ** **   | 10,535,000                                         | ** ** | **10,561,200**                                   | ** ** | 10,535,000                                       | ** **   |                                     | ** ** |

 

Theaccompanying notes are an integral part of these unaudited financialstatements.

 

5

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**STARBERRYS CORPORATION**

(ADevelopment Stage Company)

 

**STATEMENT OF CASH FLOWS**

 

For thesix months ended March 31, 2003 and 2002 and for the period from

October8, 1998 (Date of Inception) to March 31, 2003

(Unaudited- Prepared by Management)

 
|                                                                                          |   | **For the Six****Months EndedMarch 31,2003** |         | **For  the Six  Months Ended  March 31,  2002** |       | **From  Inception  To  March 31,  2003** |       |
|-----------------------------------------------------------------------------------------------|--------|----------------------------------------------|--------------|-------------------------------------------------|------------|------------------------------------------|------------|
| **CASH FLOWS FROM****OPERATING ACTIVITIES:**                                                  |   |                                         | ** **   |                                            | ** ** |                                     | ** ** |
|                                                                                          |   |                                         | ** **   |                                            | ** ** |                                     | ** ** |
| Net loss                                                                                      |   | **$**                                        | **(155,699** | **)**                                           | $          | (3,612                                   | )          | **$** | **(369,044** | **)** |
|                                                                                          |   |                                         | ** **   |                                            | ** ** |                                     | ** ** |
| 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**                                  | **)**        | —                                          | ** ** | **(10,000**                              | **)**      |
| Accounts payable                                                                              |   | **113,613**                                  | ** **   | 3,628                                           | ** ** | **225,669**                              | ** ** |
|                                                                                          |   |                                         | ** **   |                                            | ** ** |                                     | ** ** |
| Net cash (deficiency) from operations                                                         |   | **(52,086**                                  | **)**        | 16                                              | ** ** | **(142,425**                             | **)**      |
|                                                                                          |   |                                         | ** **   |                                            | ** ** |                                     | ** ** |
| **CASH FLOWS FROM INVESTINGACTIVITIES:**                                                      |   |                                         | ** **   |                                            | ** ** |                                     | ** ** |
| Deposits pursuant to Letter of Intent                                                         |   | **(98,125**                                  | **)**        | —                                          | ** ** | **(98,125**                              | **)**      |
|                                                                                          |   |                                         | ** **   |                                            | ** ** |                                     | ** ** |
| **CASH FLOWS FROM FINANCING ACTIVITIES:**                                                     |   |                                         | ** **   |                                            | ** ** |                                     | ** ** |
| Proceeds from loans                                                                           |   | **199,056**                                  | ** **   | —                                          | ** ** | **199,056**                              | ** ** |
| Proceeds from issuance of common stock                                                        |   | **—**                                   | ** **   | —                                          | ** ** | **90,892**                               | ** ** |
|                                                                                          |   |                                         | ** **   |                                            | ** ** |                                     | ** ** |
| Net Increase (Decrease) in Cash                                                               |   | **48,845**                                   | ** **   | 16                                              | ** ** | **49,398**                               | ** ** |
|                                                                                          |   |                                         | ** **   |                                            | ** ** |                                     | ** ** |
| Cash at Beginning of Period                                                                   |   | **553**                                      | ** **   | 2                                               | ** ** | **—**                               | ** ** |
|                                                                                          |   |                                         | ** **   |                                            | ** ** |                                     | ** ** |
| **CASH AT END OF PERIOD**                                                                     |   | **$**                                        | **49,398**   | ** **                                      | $          | 18                                       | ** ** | **$** | **49,398** | ** ** |

 

Theaccompanying notes are an integral part of these unaudited financialstatements.

 

6

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**STARBERRYS CORPORATION**

(ADevelopment Stage Company)

 

**NOTES TO FINANCIAL STATEMENTS**

 

March31, 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”as part of a change in the authorized capital stock by the addition of50,000,000 shares of preferred stock with a par value of $0.001.  There are no preferred shares issued and theterms have not been determined.

 

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 and looking for another project, the Company signed aLetter of Intent, dated November 29, 2002 and amended and extended on March 13,2003, outlining the terms of a proposed acquisition of all of the assets and intellectualproperty related to the CBN and “Color by Numbers” business and system (seeNote 7).  No operations have beenstarted.

 

The Company isin the development stage.

 

**2.****                                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

 

AccountingMethods

 

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

 

DividendPolicy

 

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

 

IncomeTaxes

 

On March 31,2003 the Company had a net operating loss carry forward of  $369,044. The tax benefit of approximately $110,700 from the loss carry forwardhas been fully offset by a valuation reserve because the use of the future taxbenefit is doubtful since the Company has no operations.  The net operating loss will expire in 2022.

 

Basicand 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

 

7

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shares hadbeen issued on the exercise of the common share rights unless the exercisebecomes antidilutive and then only the basic per share amounts are shown in thereport.

 

Cashand Cash Equivalents

 

The Company considers all highly liquid instrumentspurchased with a maturity, at the time of purchase, of less than three months,to be cash equivalents.

 

FinancialInstruments

 

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

 

Estimatesand 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.

 

**3.****                                      COMMON CAPITAL STOCK**

 

Since its inception, the Company has completed private placements of10,561,200 shares of its common capital stock for $90,892.

 

**4.****                                      COMMON CAPITAL STOCK OPTIONS**

 

On June 6, 2002 the Company granted stock options to related parties of1,140,000 shares of common stock at $1.00 per share which will expire on June6, 2005.  On January 13, 2003, 210,000of these options were cancelled.  Theoptions outstanding at March 31, 2003 for 930,000 shares vest in equalproportions of one-twelfth on the first day of each calendar quarter startingthe October to December 2002 quarter. (See Note 8.) On the date of the grant the fair value of outstandingshares of the Company was less than $1.00. As there have been no transactions involving the Company’s shares sincecommon stock was sold from Treasury in July 2002 at $0.50 per share, it isassumed that the options vested to December 31, 2002 have no value.

 

**5.****                                      SHAREHOLDER LOANS**

 

**                                               **During the six months ended March31, 2002, loans of $199,056 were advanced to the Company by a shareholder.These loans are non-interest bearing and unsecured.

 

8

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**6.****                                      RELATED PARTY TRANSACTIONS**

 

Officers, directors and key consultants have acquired 32% of theoutstanding common stock and have received the stock options outlined in Note4.

 

**7.****                                      DEPOSITS PURSUANT TO A LETTER OF INTENT**

 

The Company signed a Letter of Intent on November 29, 2002, amended andextended on March 13, 2003, with eVision Technologies Inc. and Mr. Ken Turpin(“the Vendors”) outlining the general terms of a proposed acquisition by theCompany or its assigns for $5,000,000 of all of the assets and intellectualproperty related to the CBN and “Color by Numbers” business owned by theVendors.  The acquisition is subject to,amongst other items, completion of due diligence satisfactory to the Companyand the obtaining of the required financing for the purchase.  In consideration for certain undertakingsgiven by the Vendors, the Company agreed to make monthly non-refundablepayments of CDN$50,000 commencing January 1, 2003 as deposits toward the agreedpurchase price.

 

**8.****                                     ****SUBSEQUENTEVENTS**

 

On April 9, 2003 the Company signed a Definitive Purchase Agreementwith Målaremästarnas Riksforening, the owner of all the shares of SkandinaviskaFärginstituter AB (“SCI”) which owns the colour notation system Natural ColorSystems (“NCS”), subject to certain conditions, containing the terms of anacquisition by the Company or its assigns for a price of SEK 35,000,000 of allthe shares of SCI.

 

Options for the purchase of 420,000 shares of common stock at $1.00 pershare (see Note 4) were cancelled in late April 2003.

 

**9.****                                      GOING CONCERN**

 

The Company does not have the workingcapital to service its debt and for any future planned activity. The Company’smanagement believes they can obtain the necessary working capital needed to payits debt and for any future planned activity by receiving loans from officers,directors and shareholders, and by additional equity funding which will enablethe Company to operate for the coming year.

 

9

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# **ITEM 2.**     PLAN OF OPERATIONS

 

Undernew management and Board of Directors, the Company is in process of looking fora new business.  The Company has signeda Letter of Intent (amended and extended on 13 March 2003) with eVisionTechnologies Inc. and Mr. Ken Turpin (“the Vendors”) outlining the generalterms of a proposed acquisition by the Company of all of the assets andintellectual property related to CBN and “Color By Numbers” business owned bythe Vendors.

 

Inaddition, the Company signed a Letter of Intent (19 January 2003) with Målaremästarnas Riksforening, the owner of all the shares ofSkandinaviska Färginstituter AB (“SCI” or The Scandinavian Colour Institute)which owns the colour notation system Natural Color Systems (“NCS”), outlining the general terms of a proposedacquisition by the Company of all of the shares of SCI.  On 9 April 2003 the Company signed aDefinitive Purchase Agreement to complete the acquisition, subject to certainconditions, of all the shares of SCI for a price of SEK35,000,000.

 

TheCompany intends to deploy the technology of CBN, an important element of whichis to extend the NCS product offerings to existing NCS customers through theapplication of the CBN technology.

 

### Liquidityand Capital Resources

 

Theprocess of raising funds has been initiated to fund these new activities.

 

### Resultsof Operations

 

The Company hashad no revenues from operations since its inception.

 

10

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# **SIGNATURES**

# ** **

Inaccordance with Section 13 or 15(d) of the Exchange Act, the registrant hascaused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

 

 
|   | **STARBERRYS  CORPORATION**             |                     |
|--------|-----------------------------------------|--------------------------|
|   | (Registrant)                            |                     |
|   |                                    |                     |
|   |                                    |                     |
| By:    | /s/  “*JOHN H. GOODWIN”* |                     |   |
|   | John H. Goodwin, President and CEO      |                     |
|   |                                    | Date:  May 14, 2003 |   |
|        |                                         |                          |  |  |

 

Inaccordance with the Exchange Act, this report has been signed below by thefollowing persons on its behalf by the registrant and in the capacities and onthe dates indicated.

 

 
| By:    | /s/  “*JOHN H. GOODWIN”*                  |   |   |
|--------|----------------------------------------------------------|--------|--------|
|   | John H. Goodwin, President and CEO                       |   |   |
|   | Date:  May 14, 2003                                 |   |   |
|   |                                                     |   |   |
|   |                                                     |   |   |
| By:    | /s/  “*KENNETH R. TOLMIE”*                |   |   |
|   | Kenneth R. Tolmie, Chief Financial Officer and Secretary |   |
|   | Date:  May 14, 2003                                 |   |   |

 

11

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**CERTIFICATION PURSUANT TOSECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002**

 

I, John H.Goodwin, certify that:

 

1.               Ihave reviewed this quarterly report on Form 10-Q for the six months ended March31, 2003 of Starberrys Corporation, the registrant;

 

2.               Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport;

 

3.               Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this quarterly report;

 

4.               Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and we have:

 

a)              designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being prepared;

 

b)             evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as ofa date within 45 days prior to the filing date of this quarterly report (the“Evaluation Date”); and

 

c)              presentedin this quarterly report our conclusions about the effectiveness of thedisclosure controls and procedures based on our evaluation as of the EvaluationDate;

 

5.               The registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation,to the registrant’s auditors and the audit committee of registrant’s board ofdirectors:

 

a)              all significant deficienciesin the design or operation of internal controls which could adversely affectthe registrant’s ability to record, process, summarize and report financialdata and have identified for the registrant’s auditors any material weaknessesin internal controls; and

 

b)             any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal controls; and

 

6.               Theregistrant’s other certifying officer and I have indicated in this quarterlyreport whether or not there were significant changes in internal controls or inother factors that could significantly affect internal controls subsequent tothe date of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 
|                 | /s/ * JOHN H.  GOODWIN*                 |   |
|----------------------|----------------------------------------------|--------|
| Dated: May  14, 2003 |                                         |
|                 | **John H. Goodwin  Chief Executive Officer** |

 

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**CERTIFICATION PURSUANT TOSECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Kenneth R.Tolmie, certify that:

 

1.               Ihave reviewed this quarterly report on Form 10-Q for the three months endedMarch 31, 2003 of Starberrys Corporation, the registrant;

 

2.               Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport;

 

3.               Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this quarterly report;

 

4.               Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and we have:

 

a)              designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being prepared;

 

b)             evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as ofa date within 45 days prior to the filing date of this quarterly report (the“Evaluation Date”); and

 

c)              presentedin this quarterly report our conclusions about the effectiveness of thedisclosure controls and procedures based on our evaluation as of the EvaluationDate;

 

5.               Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors:

 

a)              allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

b)             anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls; and

 

6.               Theregistrant’s other certifying officers and I have indicated in this quarterlyreport whether or not there were significant changes in internal controls or inother factors that could significantly affect internal controls subsequent tothe date of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 
|                 | /s/  *KENNETH  R. TOLMIE*                 |   |
|----------------------|------------------------------------------------|--------|
| Dated: May 14,  2003 |                                           |
|                 | **Kenneth R. Tolmie  Chief Financial Officer** |

 

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