Attached files
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| EX-32.1 - CERTIFICATION - EQUITY VENTURES GROUP, INC. | f10k2009ex32i_equity.htm |
| EX-31.1 - CERTIFICATION - EQUITY VENTURES GROUP, INC. | f10k2009ex31i_equity.htm |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM 10-K
___________________________
Annual Report Under Section 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended
December 31, 2009
Commission File #000-50868
EQUITY VENTURES GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation or organization)
65-0995426
(IRS Employer Identification Number)
1314 E. Las Olas Blvd., Ste 1030
Fort Lauderdale, FL 33301
(Address of principal executive offices)(Zip Code)
949-387-8490
(Registrant’s telephone no., including area code
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class Name of each exchange on which registered
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
(Former name, former address and former fiscal year,
if changed since last report)
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 for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a shell company as defined in Rule12b-2 of the Exchange Act.
Yes x No o
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
(Do not check if a smaller reporting company)
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Smaller reporting company
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Revenues for year ended December 31, 2009: $-0-
Aggregate market value of the voting common stock held by non-affiliates of the registrant as of December 31, 2009, was: $0
Number of shares of the registrant’s common stock outstanding as of March 23, 2010 is: 1,174,000
We do not have a Transfer Agent.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
Equity Ventures Group, Inc. was incorporated on December 17, 1999, under the laws of the State of Florida to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. We have been in the developmental stage since inception and have no operations to date, other than issuing shares to our original shareholders.
Since inception we have been attempting to locate and negotiate with a business entity for the combination of that target company with us. We were looking for a combination in the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.
We were formed to provide a method for a foreign or domestic private company to become a reporting (“public”) company whose securities are qualified for trading in the United States secondary market.
PERCEIVED BENEFITS
There are certain perceived benefits to being a reporting company with a class of publicly-traded securities. These are commonly thought to include the following:
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the ability to use registered securities to make acquisitions of assets or businesses;
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increased visibility in the financial community;
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the facilitation of borrowing from financial institutions;
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improved trading efficiency;
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shareholder liquidity;
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greater ease in subsequently raising capital;
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compensation of key employees through stock options for which there may be
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enhanced corporate image;
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a presence in the United States capital market.
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POTENTIAL TARGET COMPANIES
A business entity, if any, which may be interested in a business combination with us may include the following:
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a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses;
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a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it;
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a company which wishes to become public with less dilution of its common stock than would occur upon an underwriting;
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a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public;
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a foreign company which may wish an initial entry into the United States securities market;
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a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan;
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a company seeking one or more of the other perceived benefits of becoming a public company.
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A business combination with a target company normally involves the transfer to the target company of the majority of our issued and outstanding common stock, and the substitution by the target company of its own management and board of directors.
EMPLOYEES
We have no full time employees. Our president has agreed to allocate a portion of her time to the activities of the Company, without compensation. The president anticipates that our business plan can be implemented by her devoting no more than 10 hours per month to the business affairs of the Company and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officer.
ITEM 2. DESCRIPTION OF PROPERTY
We have no properties and at this time have no agreements to acquire any properties. We currently use the offices of management at no cost to us. Management has agreed to continue this arrangement until we complete an acquisition or merger.
ITEM 3. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
2
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
On April 15, 2009, there are fifty shareholders of record of our common stock. Our shares of common stock have never been traded on any recognized stock exchange.
DIVIDENDS
We do not intend to retain future earnings to support our growth. Any payment of cash dividends in the future will be dependent upon: the amount of funds legally available therefore; our earnings; financial condition; capital requirements; and other factors which our Board of Directors deems relevant.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
We were formed to enter into a business combination with a target company in exchange for cash and/or our securities. Management has been seeking out a target company through solicitation. Such solicitation has included newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Websites and similar methods. No estimate can be made as to the number of persons who have been contacted or solicited. Management has engaged in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. We have entered into a verbal agreement with Peter Goldstein to supervise the search for target companies as potential candidates for a business combination. Peter Goldstein has been paying his own expenses incurred in supervising the search for a target company.
We have no full time employees. Our president has agreed to allocate a portion of her time to the activities of the Company, without compensation. The president anticipates that our business plan can be implemented by her devoting no more than 10 hours per month to the business affairs of the Company and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officer.
As a result of our solicitation efforts for a business combination, we have entered into a Share Exchange Agreement with another company. As of the date of this filing, the agreement has not closed. Our Certificate of Incorporation provides that we may indemnify our officers and/or directors for liabilities, which can include liabilities arising under the securities laws. Therefore, our assets could be used or attached to satisfy any liabilities subject to such indemnification.
Results of Operation
We did not have any operating income from inception through December 31, 2009. From inception through the year ended December 31, 2009, we recognized a net loss of $61,821. Expenses for the year were comprised of costs mainly associated with legal, accounting and office expenses.
On January 31, 2009 the Company entered into a non-binding letter of intent with GHG Trading Platforms. On March 25, 2009, the Company, entered into a stock purchase agreement and share exchange agreement with GHG Trading Platforms, Inc. The Company will receive $20,000 of cash in connection with the sale in exchange for 90% of Company’s total issued and outstanding shares. The Company received $5,000 on April 16, 2009 and $2,600 on May 20, 2009. As of December 31, 2009, the letter of intent has expired and the company recorded $7,600 as other income.
On November 4, 2007, we entered into a non-binding letter of intent with USASIA. Pursuant to the letter of intent, we received a $20,000 deposit in consideration for exclusivity on this transaction. Such deposit became non-refundable after the due diligence period ended on November 9, 2007. The parties were required to enter into a definitive agreement no later than November 9, 2007. The parties did not enter into a definitive agreement by such date and to date no agreement has been reached. We retained the non-refundable deposit in accordance with the letter of intent.
3
Liquidity and Capital Resources
At December 31, 2009, we had cash of $5,852. Therefore we have limited capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company. In the event such efforts are unsuccessful, contingent plans have been arranged to provide that our current director is to fund required future filings under the 1934 Act, and existing shareholders have expressed an interest in additional funding if necessary to continue as a going concern.
We currently do not have enough cash to satisfy our minimum cash requirements for the next twelve months. As reflected in the accompanying financial statements, we are in the development stage with limited operations. This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Plan of Operation
During the next twelve months, we intend to actively seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures. If this happens, management will follow the procedures outlined in Item 1 above. Because the Company has limited funds, it may be necessary for the sole officer and director to either advance funds to the Company or to accrue expenses until such time as a successful business consolidation can be made. The Company will not be able to make it a condition that the target company must repay funds advanced by its officers and directors. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible.
The Company does not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is convinced that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months
Due to the fact that the Company has limited funds, it may be necessary for the sole officer and director to either advance funds to the Company or to accrue expenses until such time as a successful business consolidation can be made. The Company will not make it a condition that the target company must repay funds advanced by its officers and directors. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. However, if the Company engages outside advisors or consultants in its search for business opportunities, it may be necessary for the Company to attempt to raise additional funds. As of the date hereof, the Company has not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. In the event the Company does need to raise capital most likely the only method available to the Company would be the private sale of its securities. Because of the nature of the Company as a development stage company, it is unlikely that it could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. There can be no assurance that the Company will able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Company.
4
The Company does not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is convinced that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months.
On March 25, 2009 (the “Effective Date”), Equity Ventures Group, Inc. (hereinafter referred to as “we,” “us” or “our”) entered into a share exchange agreement (the “Agreement”) with GHG Trading Platforms, Inc., a Nevada corporation (“GHG”) and the Shareholders of GHG (the “GHG Shareholders”) with the unanimous consent of our board of directors in lieu of a special meeting. Pursuant to the Agreement, the GHG Shareholders will sell to us 100% of the issued and outstanding common stock of GHG in exchange for the issuance to the GHG Shareholders of shares of our common stock on a one for one basis, pursuant to the terms and conditions set forth in the Agreement.
Upon execution of the Agreement, GHG made a non-refundable payment to us of $5,000 and shall make an additional non-refundable deposit payment of $15,000 within three (3) days of such time as it has raised at least such amount in a private placement offering. According to the Agreement, the post-transaction company will be required to register on a Form S-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) the shares of common stock held by the Equity Ventures shareholders prior to the closing date within ninety (90) days following the close of the Combination.
The closing of the transaction was contingent upon GHG’s completion and delivery of the audited financial statements for the fiscal years ended December 31, 2008 and 2007, and the reviewed financial statements for the three (3) months ended March 31, 2009, which were to be provided within ten (10) weeks of the Effective Date. Such conditions were not met and the transaction did not occur.
5
Critical Accounting Policies
Equity Ventures’ financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, Equity Ventures views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on Equity Ventures’ financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.
Off Balance Sheet Arrangements
None
ITEM 8. FINANCIAL STATEMENTS
Our financial statements, together with the report of auditors, are as follows
6
EQUITY VENTURES GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
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F-1
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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F-2
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BALANCE SHEETS AS OF DECEMBER 31, 2009 AND 2008
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F-3
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STATEMENTS OF OPERATIONS FOR THE YEARS ENDED FROM DECEMBER 31, 2009 AND 2008 AND FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO DECEMBER 31, 2009
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PAGE
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F-4
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STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY) FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO DECEMBER 31, 2009
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PAGE
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F-5
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STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 AND FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO DECEMBER 31, 2009
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PAGES
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F-6 - F-11
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NOTES TO FINANCIAL STATEMENTS
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of:
Equity Ventures Group, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Equity Ventures Group, Inc. (the “Company”) (A Development Stage Company) as of December 31, 2009 and 2008, and the related statements of operations, changes in stockholders’ deficiency and cash flows for the two years ended December 31, 2009 and 2008 and the period from December 17, 1999 (inception) to December 31, 2009. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 Equity Ventures Group, Inc. (A Development Stage Company) as of December 31, 2009 and 2008 and the results of its operations and its cash flows for the two years ended December 31, 2009 and 2008 and the period from December 17, 1999 (inception) to December 31, 2009, 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 discussed in Note 5 to the financial statements, the Company has no operations, has a net loss of $61,821 for the period from December 17, 1999 (inception) to December 31, 2009, a working capital and stockholders’ deficiency of $1,026 and has a negative cash flow from operations of $32,548 from inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
WEBB & COMPANY, P.A.
Certified Public Accountants
Boynton Beach, Florida
March 12, 2010
F-1
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Equity Ventures Group, Inc.
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(A Development Stage Company)
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Balance Sheets
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ASSETS
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December 31, 2009
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December 31, 2008
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Current Assets
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Cash
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$ | 5,852 | $ | - | ||||
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Total Assets
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$ | 5,852 | $ | - | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIENCY)
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Current Liabilities
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Accounts payable
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$ | 6,878 | $ | 13,509 | ||||
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Total Liabilities
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6,878 | 13,509 | ||||||
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Commitments and Contingencies
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Stockholders' Equity / (Deficiency)
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Preferred stock, $0.001 par value; 10,000,000 shares authorized,
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none issued and outstanding
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Common stock, $0.001 par value; 100,000,000 shares authorized,
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1,174,000 and 974,000 shares issued and outstanding, respectively
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1,174 | 974 | ||||||
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Additional paid-in capital
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59,621 | 33,821 | ||||||
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Deficit accumulated during the development stage
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(61,821 | ) | (48,304 | ) | ||||
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Total Stockholders' Equity / (Deficiency)
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(1,026 | ) | (13,509 | ) | ||||
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Total Liabilities and Stockholders' Equity / (Deficiency)
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$ | 5,852 | $ | 0 | ||||
See accompanying notes to audited financial statements
F-2
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(A Development Stage Company)
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Statements of Operations
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For the Years Ended December 31,
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For the Period from December 17, 1999 (inception)
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2009
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2008
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December 31, 2009
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Operating Expenses
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Professional fees
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12,450 | 12,610 | 67,585 | |||||||||
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General and administrative
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8,667 | 7,017 | 20,948 | |||||||||
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Total Operating Expenses
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21,117 | 19,627 | 88,533 | |||||||||
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Loss from Operations
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(21,117 | ) | (19,627 | ) | (88,533 | ) | ||||||
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Other Income (Expense)
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Merger break up fee
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7,600 | - | 27,600 | |||||||||
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Interest Expense
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- | - | (888 | ) | ||||||||
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Total Other Income (Expense)
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7,600 | - | 26,712 | |||||||||
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Provision for Income Taxes
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Net Loss
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$ | (13,517 | ) | $ | (19,627 | ) | $ | (61,821 | ) | |||
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Net Loss Per Share - Basic and Diluted
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$ | (0.01 | ) | $ | (0.02 | ) | ||||||
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Weighted average number of shares outstanding
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during the period - Basic and Diluted
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1,043,041 | 974,000 | ||||||||||
See accompanying notes to audited financial statements
F-3
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(A Development Stage Company)
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Statement of Changes in Stockholders' Equity / (Deficiency)
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For the period from December 17, 1999 (inception) to December 31, 2009
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Preferred stock
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Common stock
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Deficit
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$.001 Par Value
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$.001 Par Value
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Additional
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accumulated during
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Total
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paid-in
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development
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Subscription
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Stockholder's
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Shares
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Amount
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Shares
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Amount
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capital
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stage
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Receivable
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Deficiency
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Balance December 16, 1999 (Inception)
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- | $ | - | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||
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Common stock issued to founders for cash ($0.001 per share)
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- | - | 1,000,000 | 1,000 | - | - | - | 1,000 | ||||||||||||||||||||||||
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In-kind contribution
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- | - | - | - | 79 | - | - | 79 | ||||||||||||||||||||||||
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Net loss for the period December 17, 1999 (inception to December 31, 1999)
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- | - | - | - | - | (79 | ) | - | (79 | ) | ||||||||||||||||||||||
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Balance December 31, 1999
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- | - | 1,000,000 | 1,000 | 79 | (79 | ) | - | 1,000 | |||||||||||||||||||||||
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Common stock issued for subscription receivable ($0.001 per share)
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- | - | 1,500,000 | 1,500 | - | - | (1,500 | ) | - | |||||||||||||||||||||||
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In-kind contribution
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- | - | - | - | 10,079 | - | - | 10,079 | ||||||||||||||||||||||||
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Net loss, 2000
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- | - | - | - | - | (11,029 | ) | - | (11,029 | ) | ||||||||||||||||||||||
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Balance December 31, 2000
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- | - | 2,500,000 | 2,500 | 10,158 | (11,108 | ) | (1,500 | ) | 50 | ||||||||||||||||||||||
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In-kind contribution
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- | - | - | - | 79 | - | - | 79 | ||||||||||||||||||||||||
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Stock subscription cancelled
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- | - | (1,500,000 | ) | (1,500 | ) | - | - | 1,500 | - | ||||||||||||||||||||||
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In-kind contribution of stock
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- | - | (200,000 | ) | (200 | ) | 200 | - | - | - | ||||||||||||||||||||||
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Net loss, 2001
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- | - | - | - | - | (129 | ) | - | (129 | ) | ||||||||||||||||||||||
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Balance December 31, 2001
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- | - | 800,000 | 800 | 10,437 | (11,237 | ) | - | - | |||||||||||||||||||||||
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In-kind contribution
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- | - | - | - | 79 | - | - | 79 | ||||||||||||||||||||||||
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Net loss, 2002
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- | - | - | - | - | (79 | ) | - | (79 | ) | ||||||||||||||||||||||
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Balance December 31, 2002
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- | - | 800,000 | 800 | 10,516 | (11,316 | ) | - | - | |||||||||||||||||||||||
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Common stock issued for cash ($0.10 per share)
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- | - | 174,000 | 174 | 17,226 | - | - | 17,400 | ||||||||||||||||||||||||
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In-kind contribution
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- | - | - | - | 79 | - | - | 79 | ||||||||||||||||||||||||
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Net loss, 2003
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- | - | - | - | - | (1,094 | ) | - | (1,094 | ) | ||||||||||||||||||||||
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Balance December 31, 2003
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- | - | 974,000 | 974 | 27,821 | (12,410 | ) | - | 16,385 | |||||||||||||||||||||||
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In-kind contribution
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- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
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Net loss, 2004
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- | - | - | - | - | (5,988 | ) | - | (5,988 | ) | ||||||||||||||||||||||
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Balance December 31, 2004
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- | - | 974,000 | 974 | 27,821 | (18,398 | ) | - | 10,397 | |||||||||||||||||||||||
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In-kind contribution
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- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
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Net loss, 2005
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- | - | - | - | - | (8,438 | ) | - | (8,438 | ) | ||||||||||||||||||||||
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Balance, December 31, 2005
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- | $ | - | 974,000 | $ | 974 | $ | 27,821 | $ | (26,836 | ) | $ | - | $ | 1,959 | |||||||||||||||||
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Net loss, 2006
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- | - | - | - | - | (10,235 | ) | - | (10,235 | ) | ||||||||||||||||||||||
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Balance, December 31, 2006
|
- | - | 974,000 | 974 | 27,821 | (37,071 | ) | - | (8,276 | ) | ||||||||||||||||||||||
|
Net Income, 2007
|
- | - | - | - | - | 8,394 | - | 8,394 | ||||||||||||||||||||||||
|
Balance, December 31, 2007
|
- | - | 974,000 | 974 | 27,821 | (28,677 | ) | - | 118 | |||||||||||||||||||||||
|
In-kind contribution
|
- | - | - | - | 6,000 | - | - | 6,000 | ||||||||||||||||||||||||
|
Net loss for the year ended December 31 2008
|
- | - | - | - | - | (19,627 | ) | - | (19,627 | ) | ||||||||||||||||||||||
|
Balance, December 31, 2008
|
- | - | 974,000 | 974 | 33,821 | (48,304 | ) | - | (13,509 | ) | ||||||||||||||||||||||
|
Stock issued for cash
|
- | - | 200,000 | 200 | 19,800 | - | - | 20,000 | ||||||||||||||||||||||||
|
In-kind contribution
|
- | - | - | - | 6,000 | - | - | 6,000 | ||||||||||||||||||||||||
|
Net loss for the year ended December 31, 2009
|
- | - | - | - | - | (13,517 | ) | - | (13,517 | ) | ||||||||||||||||||||||
|
Balance, December 31, 2009
|
- | $ | - | 1,174,000 | $ | 1,174 | $ | 59,621 | $ | (61,821 | ) | $ | - | $ | (1,026 | ) | ||||||||||||||||
See accompanying notes to audited financial statements
F-4
|
(A Development Stage Company)
|
||||||||||||
|
Statements of Cash Flows
|
||||||||||||
|
For the Years Ended December 31,
|
For the Period from December 17, 1999 (inception) to
|
|||||||||||
|
2009
|
2008
|
December 31, 2009
|
||||||||||
|
Cash Flows From Operating Activities:
|
||||||||||||
|
Net Loss
|
$ | (13,517 | ) | $ | (19,627 | ) | $ | (61,821 | ) | |||
|
Adjustments to reconcile net loss to net cash used in operations
|
||||||||||||
|
In-kind contribution
|
6,000 | 6,000 | 22,395 | |||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Increase in accounts payable
|
(6,631 | ) | 13,509 | 6,878 | ||||||||
|
Net Cash Used In Operating Activities
|
(14,148 | ) | (118 | ) | (32,548 | ) | ||||||
|
Cash Flows From Financing Activities:
|
||||||||||||
|
Proceeds from stockholders
|
- | - | 15,000 | |||||||||
|
Repayment of stockholder loans
|
- | - | (15,000 | ) | ||||||||
|
Proceeds from issuance of common stock
|
20,000 | - | 38,400 | |||||||||
|
Net Cash Provided by Financing Activities
|
20,000 | - | 38,400 | |||||||||
|
Net Increase / (Decrease) in Cash
|
5,852 | (118 | ) | 5,852 | ||||||||
|
Cash at Beginning of Period/Year
|
- | 118 | - | |||||||||
|
Cash at End of Period/Year
|
$ | 5,852 | $ | - | $ | 5,852 | ||||||
|
Supplemental disclosure of cash flow information:
|
||||||||||||
|
Cash paid for interest
|
$ | - | $ | - | $ | 888 | ||||||
|
Cash paid for taxes
|
$ | - | $ | - | $ | - | ||||||
See accompanying notes to audited financial statements
F-5
EQUITY VENTURES GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009 AND 2008
|
NOTE 1
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
|
(A) Organization
Equity Ventures Group, Inc. (a development stage company) (the "Company") was incorporated under the laws of the State of Florida on December 17, 1999. The Company was organized to provide business services and financing to emerging growth entities.
Activities during the development stage include developing the business plan and raising capital.
(B) Use of Estimates
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.
(C) Cash and Cash Equivalents
For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.
(D) Loss Per Share
Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification Topic 260, “Earnings Per Share.” As of December 31, 2009 and 2008, respectively, there were no common share equivalents outstanding.
(E) Income Taxes
The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
F-6
EQUITY VENTURES GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009 AND 2008
|
2009
|
2008
|
|||||||
|
Expected income tax recovery (expense) at the statutory
|
$ | (4,840 | ) | $ | (7,029 | ) | ||
|
rate of 34%
|
||||||||
|
Tax effect of expenses that are not deductible for income tax
|
2,149 | 2,149 | ||||||
|
purposes (net of other amounts deductible for tax purposes)
|
||||||||
|
Change in valuation allowance
|
2,692 | 4,880 | ||||||
|
Provision for income taxes
|
$ | - | $ | - | ||||
|
The components of deferred income taxes are as follows:
|
||||||||
| 2009 | 2008 | |||||||
|
Deferred income tax asset:
|
||||||||
|
Net operating loss carryforwards
|
$ | 17,841 | $ | 15,149 | ||||
|
Valuation allowance
|
(17,841 | ) | (15,149 | ) | ||||
|
Deferred income taxes
|
$ | - | $ | - | ||||
As of December 31, 2009 and 2008, the Company has a net operating loss carry forward of approximately $49,821 and $42,304, available to offset future taxable income through 2029. The valuation allowance at December 31, 2009 and 2008 was $17,841 and $15,149. The net change in the valuation allowance for the period ended December 31, 2009 and 2008 was an increase of $2,692 and $4,880, respectively.
(F) Business Segments
The Company operates in one segment and therefore segment information is not presented.
(G) Revenue Recognition
The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, “Revenue Recognition” (“ASC Topic 605”). Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.
F-7
EQUITY VENTURES GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009 AND 2008
(H) Reclassification
Certain amounts from prior period have been reclassified to conform to the current period presentation.
(I) Fair Value of Financial Instruments
The carrying amounts of the Company’s financial instruments including accounts payable approximate their fair value due to relatively short period to maturity for these instruments.
(J) Recent Accounting Pronouncements
In June 2009, the FASB issued ASC 105 Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles. The FASB Accounting Standards Codification TM (the “Codification”) has become the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”). All existing accounting standard documents are superseded by the Codification and any accounting literature not included in the Codification will not be authoritative. Rules and interpretive releases of the SEC issued under the authority of federal securities laws, however, will continue to be the source of authoritative generally accepted accounting principles for SEC registrants. Effective September 30, 2009, all references made to GAAP in our consolidated financial statements will include references to the new Codification. The Codification does not change or alter existing GAAP and, therefore, will not have an impact on our financial position, results of operations or cash flows.
In June 2009, the FASB issued changes to the consolidation guidance applicable to a variable interest entity (VIE). FASB ASC Topic 810, "Consolidation," amends the guidance governing the determination of whether an enterprise is the primary beneficiary of a VIE, and is, therefore, required to consolidate an entity, by requiring a qualitative analysis rather than a quantitative analysis. The qualitative analysis will include, among other things, consideration of who has the power to direct the activities of the entity that most significantly impact the entity's economic performance and who has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. This standard also requires continuous reassessments of whether an enterprise is the primary beneficiary of a VIE. FASB ASC 810 also requires enhanced disclosures about an enterprise's involvement with a VIE. Topic 810 is effective as of the beginning of interim and annual reporting periods that begin after November 15, 2009. This will not have an impact on the Company’s financial position, results of operations or cash flows.
F-8
EQUITY VENTURES GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009 AND 2008
In June 2009, the FASB issued Financial Accounting Standards Codification No. 860 - Transfers and Servicing. FASB ASC No. 860 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. FASB ASC No. 860 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB ASC No. 860 will have on its financial statements.
|
NOTE 2
|
STOCKHOLDERS’ EQUITY/ (DEFICIENCY)
|
(A) Common Stock Issued for Cash
On August 27, 2009, the Company issued 200,000 shares of common stock for cash of $20,000 ($0.10 per share).
On December 17, 1999, the Company issued 1,000,000 shares of common stock to its founders for cash of $1,000 ($0.001 per share).
During 2003, the Company issued 174,000 shares of common stock for cash of $17,400 ($0.10 per share).
(B) Common Stock Issued for Subscription Receivable
During 2000, the Company issued 1,500,000 shares of common stock for a subscription receivable of $1,500 ($0.001 per share). During 2001, the Company cancelled the shares for non-payment of the subscription receivable.
(C) In-Kind Contribution of Stock
During 2001, a stockholder of the Company returned 200,000 shares of common stock to the Company.
(D) In-Kind Contribution
For the year ended December 31, 2009, the Company recorded additional paid-in capital of $6,000 for the fair value of services provided to the Company by its president.
During 2003, 2002, 2001, 2000 and 1999, the stockholder of the Company paid $79, $79, $79, $10,079 and $79, respectively, of operating expenses on behalf of the Company (See Note 3).
F-9
EQUITY VENTURES GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009 AND 2008
For the year ended December 31, 2008 the Company recorded additional paid-in capital of $6,000 for the fair value of services provided to the Company by its president.
(E) Amendment to Articles of Incorporation
During 2003, the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital. The authorized capital stock increased to 100,000,000 common shares at a par value of $0.001 per share, and 10,000,000 preferred shares at a par value of $0.001 with class and series designations, voting rights, and relative rights and preferences to be determined by the Board of Directors of the Company from time to time.
|
NOTE 3
|
RELATED PARTY TRANSACTIONS
|
For the year ended December 31, 2009, the Company recorded additional paid-in capital of $6,000 for the fair value of services provided to the Company by its president (See Note 2(D)).
For the year ended December 31, 2008, the Company recorded additional paid-in capital of $6,000 for the fair value of services provided to the Company by its president (See Note 2 (D)).
A stockholder of the Company paid $10,395 of expenses on behalf of the Company from inception (See Note 2 (D)).
On June 27, 2007, the Company received $5,000 from a principal stockholder. Pursuant to the terms of the loan, the advance bears interest at 7%, is unsecured and matures on June 27, 2008.
During 2006, the Company received $10,000 from a principal stockholder. Pursuant to the terms of the loan, the advance bears interest at 7%, is unsecured and matures on August 2, 2007.
On November 13, 2007 $15,000, loan plus $888 of accrued interest was repaid.
|
NOTE 4
|
LETTER OF INTENT
|
On January 31, 2009 the Company entered into a non-binding letter of intent with GHG Trading Platforms. On March 25, 2009, the Company, entered into a stock purchase agreement and share exchange agreement with GHG Trading Platforms, Inc. The Company will receive $20,000 of cash in connection with the sale in exchange for 90% of Company’s total issued and outstanding shares. The Company received $5,000 on April 16, 2009 and $2,600 on May 20, 2009. As of December 31, 2009, the letter of intent has expired and the company recorded $7,600 as other income..
F-10
EQUITY VENTURES GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009 AND 2008
On November 4, 2007, the Company entered into a non-binding letter of intent with USASIA. Pursuant to the letter of intent, the Company received a $20,000 deposit in consideration for exclusivity on this transaction. Such deposit became non-refundable after the due diligence period ended on November 9, 2007. The parties were required to enter into a definitive agreement no later than November 9, 2007. The parties did not enter into a definitive agreement by such date and to date no agreement has been reached. The Company retained the non-refundable deposit in accordance with the letter of intent.
|
NOTE 5
|
GOING CONCERN
|
As reflected in the accompanying financial statements, the Company is in the development stage with no operations, has a net loss of $61,821 for the period from December 17, 1999 (inception) to December 31, 2009, a working capital and stockholders’ deficiency of $1,026 and has a negative cash flow from operations of $32,548 from inception. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
F-11
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2009. Based on this evaluation, our principal executive officer and principal financial officers have concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules based on the material weakness described below.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act over the registrant. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with United State’s generally accepted accounting principles (US GAAP), including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on this assessment, Management concluded the Company maintained effective internal control over financial reporting as of December 31, 2009.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
Changes in Internal Control over Financial Reporting
No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended December 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
7
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Our directors and officers, as of March 23, 2010, are set forth below. The directors hold office for their respective term and until their successors are duly elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining directors. The officers serve at the will of the Board of Directors.
|
Name
|
Age
|
Positions and Offices Held
|
|
Colette Kim
|
35
|
President/Secretary/Director
|
Ms. Kim does not receive any compensation for her services rendered to us, has not received such compensation in the past, and is not accruing any compensation pursuant to any agreement with us. However, our officer and director anticipates receiving benefits as a beneficial shareholder of us and, possibly, in other ways.
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.
BUSINESS EXPERIENCE
Set forth below is the name of our director and officer, all positions and offices with us held, the period during which he has served as such, and the business experience during at least the last five years:
Colette Kim has been our President, Chief Executive Officer, Chief Financial Officer and Director since August 28, 2003. Colette T. Kim is a Business Consultant with extensive experience in target Sales/Marketing, Operations, Small Business Computer Integration, and Asian Business. From 1994, Colette served as Director of Sales for a growing Orange County Based Commercial Real Estate Company. Subsequently, she was CFO for a Los Angeles Based Technology Company and COO for an Irvine, California Automobile Premium Finance Entity. Ms. Kim is not currently and has ever been an officer, director or principal shareholder of another blank check company. Ms. Kim is also known as Tammy Minh Kim.
CERTAIN LEGAL PROCEEDINGS
No director, nominee for director, or executive officer has appeared as a party in any legal proceeding material to an evaluation of her ability or integrity during the past five years.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
We have not filed a Form 5 for the year ending December 31, 2009.
CODE OF ETHICS
The company has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer. This Code of Ethics was filed as an exhibit to our December 31, 2008 Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Our officer and director does not receive any compensation for her services rendered to us, has not received such compensation in the past, and is not accruing any compensation pursuant to any agreement with us. However, our officer and director anticipates receiving benefits as a beneficial shareholder of us and, possibly, in other ways.
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth each person known by us to be the beneficial owner of five percent or more of the Company’s Common Stock, all directors individually and all directors and officers of the Company as a group. Except as noted, each person has sole voting and investment power with respect to the shares shown.
8
|
Name
|
Number of Total Shares
|
% of Shareholdings
|
|
Colette Kim
|
400,000
|
34.07%
|
|
Peter Goldstein
|
400,000
|
34.07%
|
|
Officers and Directors as a Group (1)
|
400.000
|
34.07%
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
We currently use the offices of management at no cost to us. Management has agreed to continue this arrangement until we complete an acquisition or merger.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
For the Company’s fiscal years ended December 31, 2009 and 2008, we were billed approximately $7,085 and $6,245 for professional services rendered for the audit and review of our financial statements filed with the Securities and Exchange Commission.
Audit-Related Fees
There were no fees for audit related services for the years ended December 31, 2009 and 2008.
Tax Fees
For the Company’s fiscal year ended December 31, 2009 and 2008, we were billed $0 for professional services rendered for tax compliance, tax advice, and tax planning.
All Other Fees
The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal year ended December 31, 2009 and 2008.
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:
-approved by our audit committee; or
-entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.
We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
9
PART IV
ITEM 15. EXHIBITS LIST AND REPORTS ON FORM 8-K
|
(a)
|
Reports on Form 8-K and Form 8K-A
|
|
On March 31, 2009 we filed a Form 8-K for the share exchange with GHG Trading
|
|
|
(b)
|
Exhibits:
|
|
Method of Filing
|
Exhibit Number
|
Exhibit Title
|
|
Incorporated by reference to Form 10-SB filed on July 27, 2004 (File No. 000-50868)
|
3.1
|
Certificate of Incorporation; Certificate of Amendment to Certificate of Incorporation
|
|
Incorporated by reference to Form 10-SB filed on July 27, 2004 (File No. 000-50868)
|
3.2
|
By-Laws
|
|
Incorporated by reference to Form 10KSB filed on March 11, 2008 (File No. 000-50868)
|
14.1
|
Code of Ethics
|
|
31.1
|
Certification of Colette Kim pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
Certification of Colette Kim pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
|
EQUITY VENTURES GROUP, INC.
|
||
|
By:
|
/s/ Colette Kim
|
|
|
Colette Kim
|
||
|
President, Secretary and Director
|
||
Dated: March 29, 2010
Pursuant to the requirements of 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/ Colette Kim
|
President, Secretary and Director
|
March 29, 2010
|
||
|
Colette Kim
|
||||
11