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UNITED STATES
SECURITIES EXCHANGE CONMSSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended
December 31, 2002
Commission file number: 0-24262
ADVEN INC.
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(Exact name of registrant as specified in charter)
WASHINGTON 91-1363905
------------------------------- -------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification No.)
3653 Hemlock Court, Reno, Nevada 89509
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code..... 775-378-2636
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has 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 such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for at least the past 90 days. Yes[X] No[_]
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which stock was sold, as of a specified
date within 60 days prior to the date of filing.
As of December 31, 2002, the Company had 11,572,667 shares of common
stock issued and outstanding, and on March 28, 2003, the Company had 11,572,667
shares of common stock issued and outstanding, 309,700 of these shares being
held by non-affiliates of the registrant. The aggregate market value of the
voting stock held by non-affiliates of the registrant, based on the closing bid
price of such stock, as of March 28, 2003 is $6,194, based upon $.06 mulitiplied
by the 859,700 shares of common stock held by non-affiliates.
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PART I
Item 1. Description of Business.
A. General Description of Business
ADVEN, INC., a Washington corporation (the "Company"), was
incorporated on August 22'nd, 1986. Adven, Inc. began conducting business
through its wholly owned subsidiary, Surface Technologies, Inc. ("STI").
STI manufactures a cushioned playground surface which is sold primarily to
restaurants, schools, parks and other entities which provide playgrounds for
children. STI operates under a license from SAFEPAC, Inc., whereby SAFEPAC
has authorized STI to use a patent in the production of the product and its
registered trademark "SAFE-T-TURF".
The Company was not able to obtain profitability as expected, due to poor
performance by its dealer network, which faced too many installations and
warranty problems. As a result, by the end of fiscal 1989, the Company was
inactive and nearly insolvent.
On December 28, 1990, the Company transferred its interest in STI to a
creditor in full satisfaction of a debt. The company did not engage in
active business in 1991, 1992, 1993, 1994 and 1995.
On December 29, 1993, a shareholder meeting was held, at which the existing
officers and directors resigned, and new officers and directors were elected.
The Company's outstanding shares were reversed one for four, and a new block
of treasury shares representing control of the company were issued to the new
officers and directors.
During 1993, 1994 and 1995 the Company actively sought business acquisitions
and opportunities and funding for those efforts.
On March 17, 1997, ADVEN, Inc. (the "Company") entered into a Supply
and Licensed Manufacturing Agreement (the "Agreement") with DIS International
(Marketing) Inc., a Barbados corporation ("DIS"). Pursuant to the Agreement,
the Company received the exclusive right to formulate, manufacture, sell,
distribute and put into use an oil-absorbent urethane foam (currently marketed
under the name Zorbolite) in Australia and New Zealand.
This oil-absorbent urethane foam ("Zorbolite") has been blended with
various additives and concentrates through a process that changes the
structure of the foam, allowing the foam to absorb hydro carbon liquids.
Zorbolite has many potential industrial and consumer applications related
to cleaning oil based pollutants.
Item 2. Description of Property.
The Company uses the office of its president, located at 3653 Hemlock Court,
Reno, Nevada, 89509, provided at no expense to the Company
Item 3. Legal proceedings.
In June 1999, the Company filed suit against DIS International, Inc., to void
its supply and licensed manufacturing agreement with DIS International, Inc.
and to obtain a refund of all monies paid as well as Adven common stock
issued to DIS International, Inc. Currently, this lawsuit is pending.
Due to the above lawsuits regarding the rights to the products covered by the
supply and licensed manufacturing agreement, the Company has determined that
the carrying value of the asset generated by the agreement exceeded its fair
value as of December 31, 1999. Accordingly, a loss of $818,066, which
represents the excess of the carrying value of $818,066 over the fair value
of $-0-, has been charged to operations in 1999.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company did not submit any matters to a vote of Security holders during
2001.
PART II
Item 5. Market for the Registrant's Common Equity and Related Matters.
Market Information:
The Common Stock of the Company began trading over the counter on December
3, 1996. The following table sets forth for the period indicated the range of
high and low representative bid quotations for the Company's Common Stock.
Fiscal Year Ended December 31, 2002
Bid
High Low
Year Ended Dec. 31, 2002 0.24 0.01
(b) Holders
The Company had approximately 171 shareholders of record as of March 28,
2003, which number does not include shareholders whose shares are held in
street or nominee names.
(c) Dividends
The Company has never paid a cash dividend on its common stock and does not
expect to pay one in the foreseeable future. Payment of dividends in the
future will depend on the Company's earnings (if any) and its cash
requirements at that time. Management does not plan any stock dividend.
Item 6. Selected Financial Data
The selected financial data presented below was derived from the audited
financial statements of the Company. The data should be read in conjunction
with the Company's financial statements and the accompanying notes and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
Selected Operating Information
Year Ending December 31, 1996 to 2000
Adven, Inc.
Consolidated
As at and for the Years Ended December 31,
1997 1998 1999 2000 2001 2002
- ------------------------------------------------------------------------------------------------------------
Operating Revenue 1,343 25,181 Nil Nil Nil Nil
Income (Loss) (8,794) (1,209) (1,007,745) (217,218) (195,402) 406,924
from operations
Income (Loss) (.0016) (.0002) (.1512) (0.0026) (0.04) 0.035
per common share
Total Assets 1,710,604 1,609,639 217,959 24,718 1,528 1,620
Long Term Obligations 505,100 389,160 8,225 32,265 33,372 Nil
Redeemable Preferred Stock Nil Nil Nil Nil Nil Nil
Cash Dividends Nil Nil Nil Nil Nil Nil
per common share
Item 7. Management's discussion and Analysis of Financial condition and
Results of Operation.
Financial Condition
On January 15, 1997, an S-8 filing acknowledged the payment to John B.
Lowy, 80,000 common shares as payment for services. The S-8 filing is
incorporated by referrence to such filing.
On March 13, 1997, the Company sold an aggregate of 2,666,666 shares
of its Common Stock to a foreign company for an aggregate of $1,000,000.
The Company issued an aggregate of 533,000 shares to another foreign entity
as finders fee related to the aforementioned $1,000,000 sale.
During 1998, the Company received common stock valued at $397,523 from
a related corporation (see Note 2) as payment on several notes receivable.
As of December 31, 2001, per Company settlement agreement with DIA Ltd.,
the Company received back and has cancelled 550,000 shares of it's common stock.
The Business and Strategy
On March 17, 1997, ADVEN, Inc. (the "Company") entered into a Supply
and Licensed Manufacturing Agreement (the "Agreement") with DIS International
(Marketing) Inc., a Barbados corporation ("DIS"). Pursuant to the Agreement,
the Company received the exclusive right to formulate, manufacture, sell,
distribute and put into use an oil-absorbent urethane foam (currently marketed
under the name Zorbolite) in Australia and New Zealand.
Pursuant to the Agreement, the Company is required to purchase the
materials required to manufacture Zorbolite from DIS or its affiliates.
Commencing in the first quarter of 1998, the Company is required to purchase
a minimum of $50,000 of materials per quarter.
The term of the Agreement is five years; however, the Company has the
right to renew the Agreement for successive five year periods, provided the
Company is not in default under the Agreement at that time. DIS has the right
to terminate the Agreement upon 60 days written notice in the event that the
Company fails to meet its obligations under the Agreement or acts in a manner
prohibited under the Agreement. The Company has a right to cure any
deficiency within the 60 day period. The Company's principal obligations
under the Agreement are to pay the balance of the licensing fee ($500,000)
and purchase minimum quotas of materials from DIS and to manufacture and
exploit the sale and distribution of Zorbolite in the Territory. DIS also has
the right to terminate the Agreement upon the happening of certain events
related to the bankruptcy or insolvency of the Company.
As consideration for the Agreement, the Company has paid $625,000 and
is obligated to pay an additional $375,000 within the next six months. The
amount and terms of the foregoing consideration were negotiated between the
Company and DIS.
The initial $625,000 was paid from the proceeds of the Company's
Regulation S offering (see "Item 9 Notes to Financial Statements, Sales of
Equity Securities Pursuant to Regulation S"). The Company plans to use the
balance of the proceeds from the Regulation S offering to purchase equipment
and hire personnel. Management plans to raise the remaining $375,000
required to be paid under the Agreement from the sale of securities. No
assurance can be given that the Company will be able to raise sufficient
funds.
In June 1999, the Company filed suit against DIS International, Inc., to void
its supply and licensed manufacturing agreement with DIS International, Inc.
and to obtain a refund of all monies paid as well as Adven common stock
issued to DIS International, Inc. Currently, this lawsuit is pending.
Due to the above lawsuits regarding the rights to the products covered by the
supply and licensed manufacturing agreement, the Company has determined that
the carrying value of the asset generated by the agreement exceeded its fair
value as of December 31, 1999. Accordingly, a loss of $818,066, which
represents the excess of the carrying value of $818,066 over the fair value
of $-0-, has been charged to operations in 1999.
Results of Operations
The Company has had little to no revenues for the past four fiscal years.
Item 8. Financial Statements.
The report of independent certified public accountants is attached hereto as
Exhibit A. See index to financial statements at page 11.
Item 9. Changes in and Disagreements with Accountants or Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Identification of Directors and Executive Officers
The present directors and executive officers and significant employees of the
Company, their positions held in the Company, and duration as such, are as
follows:
Name Position Since
Henri Hornby President / Director 12/29/93
Sheila Ledrew Director 01/01/02
Family Relationships
None
Significant Employees
None, other than officers of the Company.
HENRI HORNBY has been self employed, managing his personal investments since
1989. From October 1988 to November 1989 he was the Chairman of the Board
of Directors and the sole shareholder of Advent Securities, Inc., a Utah
corporation, then licensed by the Commission as a broker/dealer. Advent
began its retail brokerage business in January 1989. From January 1985 to
December 1988, Mr. Hornby was a partner of International Projects Group of
San Jose, California, a management consulting and public relations firm.
Mr. Hornby has been an officer and director of five "blank check" companies:
Yarborough Ventures Corporation (now Elegant Illusions, Inc. ("Ell"));
Mont Blanc Resources, Inc. (now Grafix Time Corporation ("GTC")); Mont Rouge
Resources, Inc. (now American Digital Communications, Inc. ("AMDC" or/and
"Mont Rouge")); Zenith Ventures Corporation ("Zenith")); and Adven, Inc.
In November, 1992, Ell completed a public offering of 137,800 Units at $1.00
per Unit. In May 1993, Ell acquired all of the outstanding stock of Elegant
Illusions, Inc., a retailer of copy jewelry, in exchange for 13,400 shares
of Ell common stock. The Company changed its name to Elegant Illusion, Inc.
and Mr. Hornby and the other officers and directors of Ell resigned following
the transaction.
In March, 1987, GTC completed a public offering of 371,000 Units at $1.00
each. In May, 1987, GTC acquired all of the outstanding common stock of
Movies Marketing, Inc. ("Movies"), a manufacturer and marketer of watches and
electronic buttons and badges, in exchange for 4,000,000 shares of GTC common
stock. Mr. Hornby and the other officers and directors of GTC resigned
following the transaction. Mr. Hornby does not know the current status of
this company.
Mont Rouge completed a public offering 792,970 Units at $1.00 each in
December of 1987. On March 1, 1988, Mont Rouge signed an agreement to
acquire American Fidelity Holding Company ("AFH"), a company engaged in the
purchase and sale of second mortgages. As a result of this transaction,
Mr. Hornby and the other officers and directors of Mont Rouge resigned. As
a consequence of the acquisition, Mont Rouge transferred $798,184 to AFH.
AFH depleted all of the funds transferred to it by Mont rouge and, by about
March, 1989, AFH closed its offices. Thereafter, Mr. Hornby confronted the
then current management of Mont Rouge and negotiated a rescission of the
acquisition. All of the shares issued pursuant to the acquisition were
returned to Mont Rouge, however, Mont Rouge was unable to retrieve any of
the $792,184 from AFH. In September 1993, Mont Rouge changed, its name to
American Digital Communication, Inc., and acquired SMR (Specialized Mobile
Radio) cellular channel licenses and operations.
In January, 1989, Zenith completed a public offering of 510,000 Units at
$1.00 each. In February, 1989, Zenith acquired all of the outstanding common
stock of Epic Industries, Inc., a manufacturer of specialized computer chips,
in exchange for 3,200,000 shares of Epic's common stock. Mr. Henri Hornby
and all the officers and directors of Zenith resigned following the
transaction. In 1993, Epic ceased doing business.
In December of 1993, Henri Hornby purchased a controlling interest of 85 % of
the issued and outstanding stock of Adven, Inc., representing 1,393,301
shares. He then brought Adven, Inc. up to date with its audited financial
statements and with its filings with the Securities Exchange Commission.
Item 11. Executive Compensation
Cash Compensation
No cash compensation has been paid to the officers and directors of the
Company.
Compensation Pursuant to Plans
No compensation was paid to executive officers pursuant to any plan during
the fiscal year just ended, and the Company has no agreement or understanding,
express or implied, with any officer or director concerning employment or
cash compensation for services.
Other compensation
None.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of March 28'TH, 2003, the names of persons
who own of record, or were known by the Company to own beneficially, more
than five percent of its total issued and outstanding common stock and the
beneficial ownership of all such stock as of that date by officers and
directors of the Company and all such officers and directors as a group.
Except as otherwise noted, each person listed below is the sole beneficial
owner of the shares and has sole investment and voting power as such shares.
No person listed below has any option, warrant o r other right to acquire
additional securities of the Company, except as may be otherwise noted.
Name and Address Amount&Nature Percent
of Beneficial of Beneficial of
Title of Class Owner Ownership Class
--------------- ------------- ------------- ------
Common Stock
par value .0001
SAME Henri Hornby* 7,991,801 69%
Vanuatu International
Trust Company Ltd. 2,666,666 23%
Kennington Investments,
Ltd. 533,000 5%
All officers and directors 7,991,801 69%
*Officers and directors
The Company's management knows of no affiliations between the
foregoing entities or any arrangements between them with regard to the
election of directors or other matters.
Vanuata International Trust Company Ltd. is a trust organized under
the laws of Vanuata, whose trustee is Lindsay Barret.
Kennington Investments, Ltd. is a corporation incorporated under the
laws of the Bahamas whose principal officers are Robert Montgomery/President
and M.K. Parcell/Secretary.
Item 13. Certain Relationships and Related Transactions.
On March 17, 1997, ADVEN, Inc. (the "Company") entered into a Supply
and Licensed Manufacturing Agreement (the "Agreement") with DIS International
(Marketing) Inc., a Barbados corporation ("DIS"). Pursuant to the Agreement,
the Company received the exclusive right to formulate, manufacture, sell,
distribute and put into use an oil-absorbent urethane foam (currently marketed
under the name Zorbolite) in Australia and New Zealand.
This oil-absorbent urethane foam ("Zorbolite") has been blended with
various additives and concentrates through a process that changes the
structure of the foam, allowing the foam to absorb hydro carbon liquids.
Zorbolite has many potential industrial and consumer applications related
to cleaning oil based pollutants.
On March 13, 1997, the Company sold an aggregate of 2,666,666 shares
of its Common Stock to a foreign company for an aggregate of $1,000,000.
The Company issued an aggregate of 533,000 shares to another foreign entity
as finders fee related to the aforementioned $1,000,000 sale.
Pursuant to the Agreement, the Company is required to purchase the
materials required to manufacture Zorbolite from DIS or its affiliates.
The term of the Agreement is five years; however, the Company has the
right to renew the Agreement for successive five year periods, provided the
Company is not in default under the Agreement at that time. DIS has the right
to terminate the Agreement upon 60 days written notice in the event that the
Company fails to meet its obligations under the Agreement or acts in a manner
prohibited under the Agreement. The Company has a right to cure any
deficiency within the 60 day period. The Company's principal obligations
under the Agreement are to pay the balance of the licensing fee ($375,000)
and purchase minimum quotas of materials from DIS and to manufacture and
exploit the sale and distribution of Zorbolite in the Territory. DIS also has
the right to terminate the Agreement upon the happening of certain events
related to the bankruptcy or insolvency of the Company.
As consideration for the Agreement, the Company has paid $625,000 and
is obligated to pay an additional $375,000, and has issued 550,000 shares of
its restricted common stock to DIS. The amount and terms of the foregoing
consideration were negotiated between the Company and DIS.
The initial $625,000 was paid from the proceeds of the Company's
Regulation S offering (see "Item 9 of Notes to Financial Statements, Sales
of Equity Securities Pursuant to Regulation S"). The Company plans to use
the balance of the proceeds from the Regulation S offering to purchase
equipment and hire personnel. Management plans to raise the remaining
$375,000 required to be paid under the Agreement from the sale of securities.
No assurance can be given that the Company will be able to raise sufficient
funds.
During 1997, Adven, Inc. loaned Wincanton Corporation a total of $ 1 00,000 at
1O% interest per annum, to be paid one year from the dates of issuance.
During 1998, Adven, Inc. loaned Wincanton Corporation an additional $275,000
also at 10% interest per annum. These notes were also to be paid one year
from the dates of issuance. Wincanton Corporation repaid $4,000 on the notes
during 1998. On October 7, 1998, the Company exchanged the total notes
receivable balance of $371,000, plus accrued interest to date of $23,444, for
1,806,924 share of Wincanton Corporation stock. This transaction resulted in
a gain of $3,079. As of December 31, 1998, Adven, Inc. owned 15.96% of
Wincanton Corporation.
During 1999, an unrelated third party purchased the outstanding shares of
Wincanton, Inc., and changed the corporation's name to Parks America!, Inc. The
Board of Directors of Parks America!, Inc., declared a reverse stock split of
100 to 1, and issued additional stock, resulting in Adven, Inc.'s interest in
Parks America!, Inc. being reduced to less than 10%
PART IV
Item 14. Exhibits and Reports on Form 8-K
(a) Exhibits: (1) Financial Statements - The Company's audited financial
statements for the year ended December 31, 2001, are attached hereto as
Exhibit A.
(b) Reports on Form 8-K.
None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereto duly authorized individual.
ADVEN, INC.
By /s/ Henri Hornby
----------------------
Henri Hornby/President, Secretary and Director
In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Name/Title Date
---------- ----
/s/ Henri Hornby March 28, 2003
----------------------
Henri Hornby
President / Secretary / Director
/s/ Sheila Ledrew March 28, 2003
----------------------
Sheila Ledrew
Director
ADVEN, INC.
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
DECEMBER 31, 2002
WITH
INDEPENDENT AUDITORS' REPORT OF
CERTIFIED PUBLIC ACCOUNTANTS
TABLE OF CONTENTS
Independent Auditors' Report..................................................2
Balance Sheet.................................................................4
Statements of Income and Other Comprehensive Income (Loss)....................5
Statements of Changes in Stockholders' Deficit................................6
Statements of Cash Flows......................................................7
Notes to Financial Statements.................................................8
MARK BAILEY & COMPANY, LTD.
Certified Public Accountants
Management Consultants
OFFICE ADDRESS: MAILING ADDRESS:
1495 Ridgeview Drive, Ste. 200 Phone: 775/332.4200 P.O. Box 6060
Reno, Nevada 89509-6634 Fax: 775/332.4210 Reno, Nevada 89513
INDEPENDENT AUDITORS' REPORT
February 24, 2002
Board of Directors
Adven, Inc.
We have audited the accompanying balance sheet of Adven, Inc., as of December
31, 2002, and the related statements of income and other comprehensive income
(loss), changes in stockholders' deficit, and cash flows for the years ended
December 31, 2002, and 2001. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Adven, Inc. as of December 31,
2002, and the results of its operations and its cash flows for the years ended
December 31, 2002, and 2001, in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 1 to the
financial statements, the Company has no operations, and existing cash and
available credit are insufficient to fund the Company's cash flow needs for the
2
next year. These conditions raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Mark Bailey & Company, Ltd.
Reno, Nevada
3
ADVEN, INC.
BALANCE SHEET
-------------
December 31, 2002
ASSETS
------
2002
----------
CURRENT ASSETS
- --------------
Cash $ 688
Prepaid legal fees 211
----------
Total current assets 899
----------
OTHER ASSETS
- ------------
Investments 33
Deferred tax asset (net of valuation allowance of
$390,735) --
----------
Total other assets 33
----------
FIXED ASSETS
- ------------
Computer equipment 2,390
Accumulated depreciation (1,702)
----------
Total fixed assets 688
----------
Total assets $ 1,620
==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
CURRENT LIABILITIES
- -------------------
Accounts payable $ 1,851
Accrued interest 337
Advance from shareholder 7,515
----------
Total current liabilities 9,703
----------
COMMITMENT AND CONTINGENCIES
- ----------------------------
STOCKHOLDERS' DEFICIT
- ---------------------
Common stock, $.0001 par value, 20,000,000 shares
authorized, 11,572,667 shares issued and outstanding 1,157
Additional paid-in-capital 1,204,120
Accumulated deficit (1,213,360)
----------
Total stockholders' deficit (8,083)
----------
Total liabilities and stockholders' deficit $ 1,620
==========
The Accompanying Notes are an Integral Part of the Financial Statements
4
ADVEN, INC.
STATEMENT OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)
-------------------------------------------------------------
For the Years Ended December 31, 2002 and 2001
FOR THE YEARS ENDED
DECEMBER 31, DECEMBER 31,
2002 2001
----------- -----------
Revenue $ -- $ --
General and administrative expenses (3,686) (4,596)
Legal and accounting expense (4,300) (3,326)
Depreciation expense (459) (765)
----------- -----------
Loss from operations (8,445) (8,687)
Gain on cancellation of stock -- 206,250
Loss on impairment of investment (397,490) --
----------- -----------
Net income (loss) before interest expense
and income taxes (405,935) 197,563
Interest expense (989) (2,161)
----------- -----------
Net income (loss) before income taxes (406,924) 195,402
Provision for income taxes -- --
----------- -----------
Net income (loss) (406,924) 195,402
----------- -----------
Earnings (loss) per share: $ (0.04) $ 0.04
=========== ===========
Weighted average of basic and diluted common shares 9,909,417 4,919,667
=========== ===========
Comprehensive income (loss):
Net income (406,924) 195,402
Unrealized loss on securities (net of tax of $0) -- (13,449)
Plus: Reclassification adjustment for losses
included in net income 397,420 --
----------- -----------
Comprehensive income (loss) $ (9,504) $ 181,953
=========== ===========
The Accompanying Notes are an Integral Part of the Financial Statements
5
ADVEN, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
---------------------------------------------
For the Years Ended December 31, 2002 and 2001
ADDITIONAL OTHER
COMMON STOCK PAID-IN RETAINED COMPREHENSIVE TOTAL
SHARES AMOUNT CAPITAL DEFICIT DEFICIT EQUITY
---------------------------------------------------------------------------------------
Balance at December 31, 2000 5,469,667 $ 547 $ 1,377,715 $ (1,001,838) $ (383,971) $ (7,547)
Cancellation of shares issued for
license agreement in
in March 1997 (550,000) (55) (206,195) -- -- (206,250)
Net income for the year ended
December 31, 2001 195,402 -- 195,402
Other comprehensive loss for the year
ended December 31, 2001 (13,449) (13,449)
------------ ------------ ------------ ------------ ------------ ------------
Balance at December 31, 2001 4,919,667 492 1,171,520 (806,436) (397,420) (31,844)
Shares issued at April 8, 2002
for shareholder advances 6,653,000 665 32,600 33,265
Reclassification adjustment for
losses included in other comprehensive loss 397,420 397,420
Net Income at year ended
December 31, 2002 (406,924) (406,924)
------------ ------------ ------------ ------------ ------------ ------------
Balance at December 31, 2002 11,572,667 $ 1,157 $ 1,204,120 $ (1,213,360) $ -- $ (8,083)
============ ============ ============ ============ ============ ============
The Accompanying Notes are an Integral Part of the Financial Statements
6
ADVEN, INC.
STATEMENT OF CASH FLOWS
-----------------------
For the Years Ended December 31, 2002 and 2001
2002 2001
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
- ------------------------------------
Net income (loss) $ (406,924) $ 195,402
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation expense 459 765
Gain on cancellation of stock -- (206,250)
Increase (decrease) in accounts payable 1,092 (4,781)
(Increase) in prepaid legal fees -- (211)
Increase in accrued interest 989 2,069
Impairment of investment 397,490 --
---------- ----------
Net cash used in operating activities (6,894) (13,006)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
- ------------------------------------
Proceeds from shareholder advance 7,515 3,819
---------- ----------
Net cash provided by financing activities 7,515 3,819
---------- ----------
Net increase (decrease) in cash and cash equivalents 621 (9,187)
Cash and cash equivalents at December 31, 2001, and 2000 67 9,254
---------- ----------
Cash and cash equivalents at December 31, 2002, and 2001 $ 688 $ 67
========== ==========
SUPPLEMENTAL INFORMATION AND NONCASH TRANSACTIONS
- -------------------------------------------------
During the years ended December 31, 2002, and 2001, $0 and $92 were paid for
interest, respectively, and no amounts were paid for income taxes.
In April 2002, the Company issued 6,653,000 (.0001 par) common shares to the
President of the company for payment of advances and accrued interest of
$33,265. The shares were issued at a fair value of 0.5 cents per share.
The Accompanying Notes are an Integral Part of the Financial Statements
7
ADVEN, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------------
The Company was incorporated in the State of Washington in August 1986. The
Company has no operations at this time.
These financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has sustained recurring
losses over the past years and currently has no source of operating income.
The Company's cash flow and existing credit are insufficient to fund the
Company's cash flow needs based on the expenses expected to be incurred
during the next year. The President of the Company intends to advance funds
as necessary to fund the cash flow needs of the Company.
The preparation of the financial statements in conformity with generally
accepted accounting standards requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
-------------------------
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents. The Company had no cash equivalents as of
December 31, 2002.
FIXED ASSETS
------------
Depreciation expense is recorded using an accelerated method of
depreciation.
LOSS PER SHARE
--------------
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards (SFAS) No. 128 "Earnings Per Share". Basic loss per
share for each period is computed by dividing net loss by the weighted
average number of shares of common stock outstanding during the period.
Diluted loss per share reflects per share amounts that would have resulted
if dilutive common stock equivalents had been converted to common stock. As
of December 31, 2002, the Company had no dilutive common stock equivalents
such as stock options.
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REVENUE RECOGNITION
-------------------
In 2000 the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements."
Pursuant to SAB No. 101 and the relevant generally accepted accounting
principles, the Company will recognize revenue upon the passage of title,
ownership and the risk of loss to the customer. During the period ended
December 31, 2002, there was no revenue.
NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------
In May 2002 the Financial Accounting Standards Board (`FASB') issued
Statement of Financial Accounting Standards (`SFAS') 145 "Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections". This pronouncement requires that gains or losses
arising from early extinguishments of debt that are part of a company's
recurring operations (i.e., a risk management strategy) would not be
reported as extraordinary items. The statement also provides that
modifications to a capital lease that make it an operating lease be
accounted for as a sale-leaseback. SFAS No. 145 will not affect the
financial results as the Company has no long term debt or capital leases.
In August 2002 the FASB issued SFAS 146 "Accounting for Costs Associated
With Exit or Disposal Activities". This statement supercedes pronouncement
94-7 from the Emerging Issues Task Force (EITF) and establishes new
standards of accounting and reporting for exit activities (including a
restructuring). Under EITF 94-3, a liability was recognized as of the date
of an entity's commitment to an exit plan. According to SFAS 146, a
liability for exit or disposal costs is recorded as of the date that the
obligation is incurred. This standard also requires that the liability be
initially measured at fair value. The Company will account for exit or
disposal activities in accordance with the guidance in SFAS 146. Management
does not feel that this standard will affect the Company, as they are not
operating in any industry and will not incur exit or disposal costs.
In October 2002 the FASB issued SFAS 147, "Acquisitions of Certain
Financial Institutions." SFAS 147 addresses financial accounting and
reporting for the acquisition of all or part of a financial institution.
Since SFAS 147 is not relevant to the Company's business this statement
will have no impact on the Company's financial position or results of
operations.
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In December 2002 the FASB issued SFAS 148 "Accounting for Stock Based
Compensation". This SFAS amends SFAS 123 and provides new guidance
regarding the transition when an entity changes from the intrinsic value
method to the fair value method of accounting for employee stock based
compensation cost. Additional information is now required to be disclosed
regarding such cost in the financial statements of public companies. Since
the Company has no employee stock based compensation at present, this SFAS
will not affect the Company at this time. 2. INVESTMENT According to SFAS
No. 115 "Accounting for Certain Investments in Debt and Equity Securities,"
all applicable equity securities should be classified as either trading or
available for sale. The Company classified the investment in Asconi
Corporation, formerly Grand Slam Treasures, Inc., as available for sale at
December 31, 2002. Also according to SFAS No. 115, available for sale
securities are required to be reported at fair value, with any unrealized
losses included as a part of other comprehensive income and as a separate
component of stockholders' equity until the losses are realized. If the
losses are "other than temporary," SFAS No. 115 requires that an impairment
loss be recorded against the asset. The fair market value of the Asconi
Corporation investment at December 31, 2002, was $33. An impairment loss of
$397,490 was recorded in 2002. Of this amount, $397,420 was reclassified
out of accumulated other comprehensive income into earnings for the year
ended December 31, 2002.
3. SUPPLY AND LICENSED MANUFACTURING AGREEMENT
-------------------------------------------
In March 1997 the Company entered into a supply and licensed manufacturing
agreement with DIS International, Inc., a Barbados corporation. Pursuant to
the agreement, the Company received the exclusive right to formulate,
manufacture, sell, distribute, and put into use two products, the first, a
plant growing medium that aids the use of hydroponics, and the second, an
oil absorbent urethane foam. The Company's rights to these products extend
only to Australia and New Zealand. During 1998 Adven, Inc., became aware
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that a company located in the Isle of Man claimed that it owns the patent
on one of the products and that DIS International, Inc., had no rights to
the product at all.
In June 1999 the Company filed suit against DIS International, Inc. to void
its supply and licensed manufacturing agreement with DIS International,
Inc., and to obtain a refund of all monies paid as well as Adven common
stock issued to DIS International, Inc.
In 2001, the Company reached an agreement with DIS International, Inc.,
whereby the agreement was voided and the 550,000 shares of stock that had
been previously held by DIS International, Inc. were cancelled. A gain of
$206,250 on the cancellation of the shares was recognized in 2001.
4. COMMON STOCK
------------
In April 2002, the Company issued 6,653,000 (.001 par) common shares to the
President of the company for payment in full of all the advances made to
the company prior to December 31, 2001 and the accrued interest on those
advances. The shares were issued for 0.5 cents per share.
5. PROVISIONS FOR INCOME TAXES
---------------------------
The Company recognizes deferred tax liabilities and benefits for the
expected future tax impact of transactions that have been accounted for
differently for book and tax purposes.
Deferred tax benefits and liabilities are calculated using enacted tax
rates in effect for the year in which the differences are expected to
reverse. A valuation allowance has been provided to reduce the asset to the
amount of tax benefit management believes it will realize. As time passes,
management will be able to better assess the amount of tax benefit it will
realize from using the carryforward. Deferred tax benefits and liabilities
are calculated using enacted tax rates in effect for the year in which the
differences are expected to reverse.
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The following is a schedule of the composition of the provision for income
taxes:
December 31, 2002
-----------------
Deferred noncurrent tax asset $ 390,735
Valuation allowance (390,735)
---------
Total provision for income taxes $ 0
=========
Deferred federal income taxes consist of future tax benefits and
liabilities attributed to:
December 31, 2002
-----------------
Loss carry forward $ 390,735
Valuation allowance (390,735)
---------
Net deferred income tax $ 0
=========
The net change in the valuation account at December 31, 2001, was $3,231.
The Company has available net operating loss carryforwards totaling
approximately $1,149,000, which expire in the years 2019 to 2022.
6. RELATED PARTY TRANSACTIONS
--------------------------
The President of Adven, Inc. has advanced the Company funds to pay
expenses. The advance is due upon demand and carries an interest rate of
8.0% per annum. As of December 31, 2002, the outstanding advance balance
was $7,515 and the related accrued interest was $337.
7. FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------
The FASB issued SFAS No. 107, "Disclosure about Fair Value of Financial
Instruments," as part of a continuing process to improve information on
financial statements. The following methods and assumptions were used by
the Company in estimating its fair value disclosures for such financial
instruments as defined by the Statement.
The carrying amount and the estimated fair value of the investment in
Asconi Corporation at December 31, 2002, were $33. The estimated fair value
of this investment is based on the quoted market price.
The carrying amounts reported in the balance sheet for the shareholder
advances and the related interest payable at December 31, 2002, approximate
fair values because they mature in less than one year.
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