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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarter Ended March 31, 2003
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXHANGE ACT
Commission File No. 0-24262
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ADVEN, INC.
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(Exact name of registrant as specified in its charter)
Washington 91-1363905
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3653 Hemlock Court
Reno, Nevada 89509
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(Address of principal (Zip Code)
executive offices)
(775)378-2636
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(Registrants telephone number
including area code)
Indicate by a 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 twelve months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject
to such filing requirement for the past ninety days.
Yes [X] No [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:
The number of shares of Registrant's Common Stock, $.0001 par, outstanding
on March 31, 2003 was 11,572,667.
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ADVEN, INC.
FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
TABLE OF CONTENTS
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Balance Sheets...............................................................2
Statements of Operations and Other Comprehensive Loss........................3
Statements of Cash Flows.....................................................4
Notes to Financial Statements................................................5
1
ADVEN, INC.
BALANCE SHEET
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March 31, 2003 (unaudited)
ASSETS
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March 31, 2003
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CURRENT ASSETS
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Cash $ 682
Prepaid legal fees 211
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Total current assets 893
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OTHER ASSETS
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Investment 33
Deferred tax asset (net) --
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Total other assets 33
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FIXED ASSETS
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Computer equipment 2,390
Accumulated depreciation (1,771)
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Total fixed assets 619
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Total assets $ 1,545
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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CURRENT LIABILITIES
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Accounts payable $ 3,071
Accrued interest 499
Shareholder advances 9,603
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Total current liabilities 13,173
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COMMITMENTS AND CONTINGENCIES
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STOCKHOLDERS' DEFICIT
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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
Unrealized loss on securities available for sale --
Accumulated deficit (1,216,905)
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Total stockholders' deficit (11,628)
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Total liabilities and stockholders' deficit $ 1,545
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See Notes to the Interim Financial Statements
2
ADVEN, INC.
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS
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For the Three Months Ended March 31, 2003, and 2002 (unaudited)
For the Three Months Ended
March 31
2003 2002
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REVENUE $ -- $ --
- ------- - -- - --
EXPENSES
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General and administrative expenses (814) (1,197)
Accounting fees (2,500) (2,000)
Depreciation expense (69) (115)
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Net loss before interest expense
and income taxes (3,383) (3,312)
Interest expense (162) (595)
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Net loss before income taxes (3,545) (3,907)
Provision for income taxes -- --
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Net loss (3,545) (3,907)
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OTHER COMPREHENSIVE LOSS
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Unrealized loss on securities (net) -- (83)
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Comprehensive loss $ (3,545) $ (3,990)
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Loss per share
- - basic and diluted $ (0.00) $ (0.00)
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Weighted average shares outstanding
- - basic and diluted 11,572,667 4,919,667
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See Notes to the Interim Financial Statements
3
ADVEN, INC.
STATEMENTS OF CASH FLOWS
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For the Three Months Ended March 31, 2003, and 2002 (unaudited)
MARCH 31,
2003 2002
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss $(3,545) $(3,907)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation expense 69 115
Increase in bank overdraft payable 0 94
Increase in accounts payable 1,220 1,786
Increase in accrued interest 162 595
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Net cash used in operating activities (2,094) (1,317)
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from shareholder advances 2,088 1,250
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Net cash provided by financing activities 2,088 1,250
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Net increase (decrease) in cash and cash equivalents (6) (67)
Cash and cash equivalents at December 31, 2002, and 2001 688 67
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Cash and cash equivalents at March 31, 2003, and 2002 $ 682 $ 0
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SUPPLEMENTARY INFORMATION AND NON CASH TRANSACTIONS
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During the three months ended March 31, 2003, and 2002, no amounts were paid for
either interest or income taxes.
See Notes to the Interim Financial Statements
4
ADVEN, INC.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
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March 31, 2003
1. BASIS OF PRESENTATION
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The accompanying unaudited interim financial statements of Adven,
Inc. (the "Company") have been prepared by the Company in accordance
with generally accepted accounting principles in the United States
of America, pursuant to the Securities and Exchange Commission rules
and regulations. In management's opinion all adjustments necessary
for a fair presentation of the results for the interim periods have
been reflected in the interim financial statements. The results of
operations for any interim period are not necessarily indicative of
the results for a full year. All adjustments to the financial
statements are of a normal recurring nature.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Such
disclosures are those that would substantially duplicate information
contained in the most recent audited financial statements of the
Company, such as significant accounting policies and stock options.
Management presumes that users of the interim statements have read
or have access to the audited financial statements and notes thereto
included in the Company's most recent annual report on Form 10-KSB.
NEW PRONOUNCEMENTS
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In February 2003 the FASB issued SFAS No. 149, "Accounting for
Certain Financial Instruments with Characteristics of Liabilities
and Equity," which is effective at the beginning of the first
interim period beginning after March 15, 2003. SFAS No. 149
establishes standards for the Company's classification of
liabilities in the financial statements that have characteristics of
both liabilities and equity. The Company believes the adoption of
SFAS No. 149 will not have a material effect on the Company's
consolidated financial position or results of operations.
2. GOING CONCERN
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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
5
ADVEN, INC.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
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March 31, 2003
next year. The President of the Company intends to advance funds as
necessary to fund the cash flow needs of the Company.
3. RELATED PARTY TRANSACTIONS
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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 March 31, 2003, the outstanding
advance balance was $9,603, and related accrued interest was $499.
Related party interest expense incurred by the Company for the
quarter ended March 31, 2003, was $162.
6
SIGNATURES
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In accordance with requirements of the Securities Exchange Act of 1934, the
Registrant caused this Report to be signed on its behalf by the Undersigned,
thereunto duly authorized.
ADVEN, INC.
Registrant
/s/ Henri Hornby
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Henri Hornby
May 14, 2003 President / Director
/s/ Sheila Ledrew
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Sheila Ledrew
May 14, 2003 Director
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CERTIFICATION OF CHIEF EXECUTIVE OFFICER
UNDER SECTION 302 OF THE SARBANES-OXLEY ACT
I, Henri Hornby, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Adven, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
/s/ Henri Hornby
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Henri Hornby
President
Dated: May 14, 2003
8
CERTIFICATION OF CHIEF FINANCIAL OFFICER
UNDER SECTION 302 OF THE SARBANES-OXLEY ACT
I, Henri Hornby, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Adven, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
/s/ Henri Hornbi
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Henri Hornbi
Chief Financial Officer
Dated: May 14, 2003
9