UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2002 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 000-27621 --------- Studio Bromont Inc. ----------------------------------------------------------------- (Exact name of small Business Issuer as specified in its charter) Florida 95-4720231 -------------------------------- ------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 2300 W. Sahara, Ave., Suite 500 Las Vegas, Nevada 89102 --------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: 514-891-9070 ------------ ----------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 9,668,224 Shares of Common Stock outstanding as of March 31, 2002. PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended March 31, 2002 are not necessarily indicative of the results that can be expected for the year ending December 31, 2002. 2 Studio Bromont, Inc. (Formerly Petapeer Holdings, Inc.) (A Development Stage Company) Financial Statements March 31, 2002 F-1 Studio Bromont, Inc. (A Development Stage Company) Balance Sheet March December 31, 2002 31, 2001 ---------- ----------- (Unaudited) Assets Current Assets -------------- Subscriptions Receivable $ 1,333 $ 1,333 ------------ ----------- Total Current Assets 1,333 1,333 Other Assets ------------ Capital Assets, net 3,904 4,164 Technology Costs, net 23,860 26,958 ------------ ----------- Total Other Assets 27,764 31,122 ------------ ----------- Total Assets $ 29,097 $ 32,455 ============ =========== Liabilities & Stockholders' Equity Current Liabilities ------------------- Accounts Payable and Accrued Liabilities $ 588,289 $ 562,617 Note Payable 99,422 99,422 Note Payable - Related Party 141,574 141,574 Accrued Interest 18,644 16,267 ------------ ----------- Total Current Liabilities 847,929 819,880 Stockholders' Equity -------------------- Common Stock, 50,000,000 Shares Authorized at $0.001 Par Value; 9,668,224 Shares Issued & Outstanding 9,668 9,668 Additional Paid In Capital (Deficit) 991,665 991,665 Common Stock Subscribed 231,731 231,731 Deficit Accumulated in the Development Stage (1,051,896) (1,020,489) Less: Treasury Stock (1,000,000) (1,000,000) ------------ ----------- Total Stockholders' Equity (818,832) (787,425) ------------ ----------- Total Liabilities & Stockholders' Equity $ 29,097 $ 32,455 ============ =========== See accompanying notes to financial statements. F-2 Studio Bromont, Inc. (A Development Stage Company) Statement of Operations (Unaudited) Deficit Accumulated For the Three Months Ended During the March March Development 31, 2002 31, 2001 Stage ----------- ----------- ----------- Revenue $ - $ - $ - ------- ----------- ----------- ----------- Expenses -------- General & Administrative 1,227 1,694 409,888 Depreciation & Amortization 3,358 23,490 18,096 Legal Fees 24,445 39,453 147,139 Salaries & Benefits - - 306,488 Travel - 15,279 29,193 ----------- ----------- ----------- Total Expenses 29,030 79,916 910,804 ----------- ----------- ----------- Operating Income (Loss) (29,030) (79,916) (910,804) Other Income (Expenses) ----------------------- Interest Expense (2,377) - (13,515) ----------- ----------- ----------- Total Other Income (Expenses) (2,377) - (13,515) ----------- ----------- ----------- Net Income (Loss) $ (31,407) $ (79,916) $ (924,319) =========== =========== =========== Loss Per Share $ (0.00) $ (0.01) Weighted Average Shares Outstanding 9,668,224 8,500,000 See accompanying notes to financial statements. F-3 Studio Bromont, Inc. (A Development Stage Company) Statement of Cash Flows (Unaudited) Deficit Accumulated For the Three Months Ended During the March March Development 31, 2002 31, 2001 Stage ---------- ---------- ----------- Cash Flows from Operating Activities ------------------------------------ Net Income (Loss) $ (31,407) $ (79,916) $(924,319) Adjustment to Reconcile Net (Loss) to Net Cash Provided by Operating Activities; Deficiency from Subsidiary - - (127,577) Depreciation & Amortization 3,358 1,694 18,096 Increase (Decrease) in Accounts Payable 25,672 32,446 588,289 Increase (Decrease) in Interest Payable 2,377 - 18,644 ---------- ---------- ----------- Net Cash Provided (Used) By Operating Activities - (45,776) (426,867) Cash Flows from Investing Activities ------------------------------------ Payments for Technology Costs - (40,655) (40,655) Payments for Computer Equipment - - (5,205) ---------- ---------- ----------- Net Cash Provided (Used) by Investing Activities - (40,655) (45,860) Cash Flows from Financing Activities ------------------------------------ Proceeds from Stock Subscriptions - - 231,731 Proceeds from Notes Payable - - 99,422 Proceeds from Related Party Notes - 85,876 141,574 ---------- ---------- ----------- Net Cash Provided (Used) by Financing Activities - 85,876 472,727 ---------- ---------- ----------- Increase (Decrease) in Cash - (555) - Cash at Beginning of Period - 1,068 - ---------- ---------- ----------- Cash at End of Period $ - $ 513 $ - ========== ========== =========== Disclosures from Operating Activities ------------------------------------- Interest $ - $ - $ - Taxes - - - See accompanying notes to financial statements. F-4 Studio Bromont, Inc. (A Development Stage Company) Notes to Financial Statements March 31, 2002 ITEM 1 - FINANCIAL STATEMENTS The condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of the Company, all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 2002 and the results of its operations and changes in its financial position from December 31, 2001 through March 31, 2002 have been made. The results of its operations for such interim period is not necessarily indicative of the results to be expected for the entire year. F-5 Item 2. Management's Discussion and Analysis or Plan of Operations Plan of Operations Our principal asset is a license to use and commercialize the client software known as "Gnotella" ("Gnotella"). However, in late 2001, further development and promotion of Gnotella ceased. During the three month period ended March 31, 2002, the Company sought new business opportunities. In or around February, 2002, the Company entered into a plan of reorganization with Studio Bromont Inc. If the plan had been consummated, the business operations of the Studio Bromont Inc. would have become the business operations of the Company. The plan of reorganization was never closed, and in or around March, 2002, the plan expired according to its terms and was never consummated. In contemplation of the transactions set forth in the plan, the Company changed its name to Studio Bromont Inc. and that remains the name of the Company as of the date of this filing. For the next 12 months, the Company will continue to seek out business opportunities in which it can engage and/or operating companies that it can acquire. At March 31, 2002, the Company had no working capital to meet the cash requirements of the Company. In addition, at that date the Company had current liabilities totaling $847,929. We therefore believe the Company will need to raise as much as $900,000 by selling common shares or by borrowing in order to have sufficient capital to meet its needs for the next 12 months. The Company attempted without success to raise sufficient capital to vigorously pursue its business during 2001. Accordingly, there is significant doubt as to whether we will be able to raise the $900,000. Therefore the day to day operations of the Company are contingent upon our creditors allowing us to proceed without immediate payment of our obligations and upon our ability to raise sufficient monies to sustain minimal operations while we search for a business opportunity. It is impossible to know at this point whether we will be successful in this attempt. It should also be noted that the Company is obligated to satisfy the costs associated with filing the required reports under the Exchange Act of 1934. It appears at the present time that these costs will also have to be met through the continued sale of stock or by borrowing additional funds. The Company's current operating plan is to (i) handle the administrative and reporting requirements of a public company; and (ii) search for potential business, products, technologies and companies for acquisition. PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None 3 Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders Effective February 14, 2002, a majority of the shareholders of the Company took action by written consent to approve the name change of the Company from Petapeer Holdings Inc. to Studio Bromont Inc. On that date there were 9,668,224 common shares issued and outstanding. The consent was signed by persons or entities holding 5,168,224 common shares or 54% of the common shares then issued and outstanding. Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits None (b) Reports on Form 8-K None 4 SIGNATURES In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised. Studio Bromont Inc. Date May 20, 2002 By: /s/ Rodger Brulotte ----------------------------------- Rodger Brulotte, CEO and Principal Financial Officer 5