Attached files

file filename
EX-32 - CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER - Sur Ventures, Inc.surventuresex32.htm
EXCEL - IDEA: XBRL DOCUMENT - Sur Ventures, Inc.Financial_Report.xls
EX-31 - CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER - Sur Ventures, Inc.surventuresex31.htm


 
UNITED STATES
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 the quarterly period ended June 30, 2011
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For the transition period from ____to____
 
  Commission File Number: 333-171141 
 
 Sur Ventures, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
26-2292370
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
500 Newport Center Drive, Suite 800, Newport Beach, CA 92660
(Address of principal executive offices) (Zip Code)
 
(888) 532-5522
(Registrant’s telephone number, including area code)
   
 
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. x Yes oNo
 
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). oYes oNo
 
Indicate by check mark whether the registrant is a large accelerated file, 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.
 
Large accelerated filer
o
 
Accelerated filer
o
Non-accelerated filer       
o
(Do not check if a smaller reporting company)
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes x No
 
As of August 11, 2011, there were 3,894,833 shares of the issuer's $.001 par value common stock issued and outstanding.
 
 


 
1

 
 
PART I - FINANCIAL INFORMATION
 
Item 1.  Financial Statements
 
 
 
TABLE OF CONTENTS
 
 
 



 
2

 

SUR VENTURES, INC.
(A Development Stage Company)

ASSETS

   
June 30,
2011
(Unaudited)
   
September 30,
2010
 
Current assets
           
Cash
 
$
20,370
   
$
59,317
 
Accounts receivable
   
31,760
     
60,160
 
                 
Total current assets
   
52,130
     
119,477
 
                 
Property and equipment, net of $1,539 and $985
   accumulated depreciation, respectively
   
2,155
     
2,709
 
                 
Total assets
 
$
54,285
   
$
122,186
 


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities
           
Accounts payable and accrued expenses
 
$
123,749
   
$
73,804
 
Loans from stockholder
   
52,908
     
96,383
 
                 
Total current liabilities
   
176,657
     
170,187
 
                 
Stockholders’ deficit
               
Common stock, $.001 par value; 50,000,000 shares authorized,
3,894,833 and 3,766,500 shares issued and outstanding, respectively
   
3,895
     
  3,767
 
Additional paid-in capital
   
63,580
     
43,808
 
Deficit accumulated during the development stage
   
(189,847
)
   
(95,576
)
                 
Total stockholders’ deficit
   
(122,372
)
   
(48,001
)
                 
Total liabilities and stockholders’ deficit
 
$
54,285
   
$
122,186
 
 

See accompanying notes to financial statements. 
 
 
3

 
 
SUR VENTURES, INC.
(A Development Stage Company)
(UNAUDITED)

   
For the Three
Months Ended June 30, 2011
   
For the Three Months Ended
June 30, 2010
   
For the Nine Months Ended June 30, 2011
   
For the Nine Months Ended June 30, 2010
   
For the Period from Inception
(December 4, 2007) through
June 30, 2011
 
                                         
Product sales
 
$
31,163
   
$
-
   
$
63,431
   
$
-
   
$
135,469
 
Cost of goods sold
   
27,025
     
-
     
55,134
     
-
     
99,294
 
                                         
Gross profit on product sales
   
4,138
     
-
     
8,297
     
-
     
36,175
 
                                         
Service revenues
   
9,509
     
2,464
     
29,718
     
2,464
     
29,718
 
                                         
     Net revenues
   
13,647
     
2,464
     
38,015
     
2,464
     
65,893
 
                                         
Operating expenses
                                       
Officer compensation
   
6,000
     
6,000
     
18,000
     
18,000
     
86,000
 
   General and administrative
   
27,928
     
1,972
     
111,909
     
8,515
     
161,559
 
                                         
Total operating expenses
   
33,928
     
7,972
     
129,909
     
26,515
     
247,559
 
                                         
Net operating loss
   
(20,281
)
   
(5,508
)
   
(91,894
)
   
(24,051
)
   
(181,666
)
                                         
Interest expense
   
(806
)
   
(470
)
   
(2,377
)
   
(1,412
)
   
(8,181
)
                                         
Loss before income taxes
   
(21,087
)
   
(5,978
)
   
(94,271
)
   
(25,463
)
   
(189,847
)
                                         
Provision for income taxes
   
-
     
-
     
-
     
-
     
-
 
                                         
                                         
Net loss
 
$
(21,087
)
 
$
(5,978
)
 
$
(94,271
)
 
$
(25,463
)
 
$
(189,847
)
                                         
                                         
Net loss per common share – basic and diluted
 
$
(0.01
)
 
$
(0.00
)
 
$
(0.02
)
 
$
(0.01
)
 
$
(0.05
)
                                         
Weighted average of common shares – basic and diluted
   
  3,886,371
     
  3,806,457
     
3,785,571
     
3,616,190
     
  3,529,274
 

 
 
See accompanying notes to financial statements. 


 
4

 
 
SUR VENTURES, INC.
(A Development Stage Company)
FOR THE PERIOD FROM INCEPTION (DECEMBER 4, 2007)
THROUGH JUNE 30, 2011
(UNAUDITED)

               
Deficit
 
Total
 
   
Common Stock
   
Additional
   
Accumulated
 
Stockholders’
 
   
Number of Shares
   
Amount
   
Paid-In
Capital
   
During
Development Stage
 
Equity
(Deficit)
 
                               
Balance, December 4, 2007
   
-
   
$
-
   
$
-
   
$
-
   
$
-
 
                                         
Issuance of common stock for services, December 5, 2007
   
1,000,000
     
1,000
     
-
     
-
     
1,000
 
                                         
Issuance of common stock for cash, January 15, 2008
   
2,500,000
     
2,500
     
2,500
     
-
     
5,000
 
                                         
Additional paid-in capital in exchange for facilities provided by related party
   
-
     
-
     
4,500
     
-
     
4,500
 
                                         
Net loss
   
-
     
-
     
-
     
(28,553
)
   
(28,553
)
                                         
Balance, September 30, 2008
   
3,500,000
     
3,500
     
7,000
     
(28,553
)
   
(18,053
)
                                         
Issuance of common stock for cash, June 5, 2009
   
31,500
     
32
     
1,543
     
-
     
1,575
 
                                         
Additional paid-in capital in exchange for facilities provided by related party
   
-
     
-
     
6,000
     
-
     
6,000
 
                                         
Net loss
   
-
     
-
     
-
     
(50,847
)
   
(50,847
)
                                         
Balance, September 30, 2009
   
3,531,500
     
3,532
     
14,543
     
(79,400
)
   
(61,325
)
                                         
Issuance of common stock for cash, April 1, 2010
   
235,000
     
235
     
23,265
     
-
     
23,500
 
                                         
Additional paid-in capital in exchange for facilities provided by related party
   
-
     
-
     
6,000
     
-
     
6,000
 
                                         
Net loss
   
-
     
-
     
-
     
(16,176
)
   
(16,176
)
                                         
Balance, September 30, 2010
   
3,766,500
   
$
3,767
   
$
43,808
   
$
(95,576
)
 
$
(48,001
)
                                         
Issuance of common stock for cash, April 6, 2011
   
128,333
     
128
     
15,272
     
-
     
15,400
 
                                         
Additional paid-in capital in exchange for facilities provided by related party
   
-
     
-
     
4,500
     
-
     
4,500
 
                                         
Net loss
   
-
     
-
     
-
     
(94,271
)
   
(94,271
)
                                         
Balance, June 30, 2011
   
3,894,833
   
$
3,895
   
$
63,580
   
$
(189,847
)
 
$
(122,372
)

See accompanying notes to financial statements 
 
 
 
5

 
 
SUR VENTURES, INC.
(A Development Stage Company)
(UNAUDITED)

   
 
For the Nine Months Ended
June 30, 2011
   
For the Nine Months Ended
June 30, 2010
   
For the Period from Inception
(December 4, 2007) through
June 30, 2011
 
Cash flows from operating activities
                 
Net loss
 
$
(94,271
)
 
$
(25,463
)
 
$
(189,847
)
Adjustments to reconcile net loss to net cash used in operating activities
                       
Additional paid-in capital in exchange for facilities provided by related party
   
4,500
     
4,500
     
21,000
 
Common stock issued for services
   
-
     
-
     
1,000
 
Depreciation
   
554
     
422
     
1,539
 
Changes in operating assets and liabilities
                       
Decrease in accounts receivable
   
28,400
     
-
     
(31,760
 )
Decrease  in prepaid expenses
   
-
     
-
     
-
 
Increase in accounts payable and accrued expenses
   
49,945
     
19,413
     
123,749
 
                         
Net cash provided by (used in) operating activities
   
(10,872)
     
(1,128
)
   
(74,319
)
                         
Cash flows from investing activities
                       
Purchase of property and equipment
   
-
     
-
     
(3,694
)
                         
Net cash used by investing activities
   
-
     
-
     
(3,694
)
                         
Cash flows from financing activities
                       
Proceeds from issuance of stockholder loans
   
51,305
     
-
     
150,688
 
Payments on stockholder loans
   
(94,780
)
   
-
     
(97,780
)
Proceeds from issuance of common stock
   
15,400
     
23,500
     
45,475
 
                         
Net cash provided by financing activities
   
(28,075
)
   
-
     
98,383
 
                         
Net increase (decrease) in cash
   
(38,947
)
   
22,372
     
20,370
 
                         
Cash, beginning of period
   
59,317
     
1,384
     
-
 
                         
Cash, end of period
 
$
20,370
   
$
23,756
   
$
20,370
 
                         
                         
Supplemental disclosure of cash flow
   information
                       
Income taxes paid
 
$
-
   
$
-
   
$
-
 
                         
Interest paid
 
$
-
   
$
-
   
$
-
 
 
See accompanying notes to financial statements 

 
6

 

SUR VENTURES, INC.
(A Development Stage Company)
JUNE 30, 2011
(UNAUDITED)

1.    NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Nature of Operations

Sur Ventures, Inc. (the Company) is currently a development stage company under the provisions of Statement of Accounting Standards Codification (ASC) No. 915, "Development Stage Entities ", and was incorporated under the laws of the State of Nevada on December 4, 2007.  Since inception, the Company has produced minimal revenues and will continue to report as a development stage company until significant revenues are produced.

The Company is a computer equipment and services company which sells computer equipment and various computer related services.

The Company also operates an event planning and management division. The Company offers a full range of marketing, advertising and consulting services geared toward special event planning and all types of corporate events, and special access to entertainment or sporting venues and events. The Company offers services in Cabo San Lucas, Mexico.

Basis of Presentation
 
The unaudited financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.  They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the financial report on Form S-1/A for the period ended September 30, 2010.  In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended June 30, 2011 are not necessarily indicative of the results that may be expected for any other interim period or the entire year.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods.  Actual results could materially differ from those estimates.
 
 
7

 

SUR VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011
(UNAUDITED)
 
1.    NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
 
Cash and Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.

Accounts Receivable
 
The Company is subject to credit risk as it extends credit to its customers, mostly on an unsecured basis after performing certain credit analysis.  Management estimates and provides for probable uncollectible amounts through a charge to earnings and a credit to an allowance for doubtful accounts based on historical collection experience and its assessment of the current status of individual accounts.

Property and Equipment

Property and equipment, if any, are stated at cost.  Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets.  Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized.  Expenditures for maintenance and repairs are changed to expense as incurred.
 
Impairment of Long-Lived Assets
 
In accordance with ASC 360, Property, Plant and Equipment, the Company estimates the future undiscounted cash flows to be derived from the asset to assess whether or not a potential impairment exists when events or circumstances indicate the carrying value of a long-lived asset may be impaired.  If the carrying value exceeds the Company’s estimate of future undiscounted cash flows, the Company then calculates the impairment as the excess of the carrying value of the asset over the Company’s estimate of its fair value.  As of June 30, 2011, the Company does not believe there is any impairment of its long-lived assets.

 
8

 

SUR VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011
(UNAUDITED)
 
1.    NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
 
Revenue Recognition

Revenue is to be recognized from sales of its services when (a) persuasive evidence of a sale with a customer exists, (b) services are rendered, (c) fee is fixed or determinable, and (d) collection of the fee is reasonably assured.
 
Cost of Product Sales
 
The Company’s shipping and handling costs are included in cost of sales for all periods presented.

Provision for Income Taxes

The Company accounts for income taxes under ASC No. 740, “Accounting for Income Taxes”.  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements 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, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Comprehensive Income

The Company applies ASC No. 220, “Comprehensive Income” (ASC 220).  ASC 220 establishes standards for the reporting and display of comprehensive income or loss, requiring its components to be reported in a financial statement that is displayed with the same prominence as other financial statements.  From inception (December 4, 2007) through June 30, 2011, the Company had no other components of comprehensive loss other than net loss as reported on the statement of operations.

 
9

 

SUR VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011
(UNAUDITED)

 1.    NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
 
Basic and Diluted Income (Loss) Per Share

In accordance with ASC No. 260, “ Earnings Per Share ”, basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding.  Diluted income (loss) per common share is computed similar to basic income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  As of June 30, 2011, the Company did not have any equity or debt instruments outstanding that could be converted into common stock.
 
Recent Accounting Pronouncements

There are no recently issued accounting standards with pending adoptions that the Company’s management currently anticipates will have a material impact on its financial statements.
 
2.           GOING CONCERN

As shown in the accompanying financial statements, the Company has incurred a net operating loss of ($189,847) from inception (December 4, 2007) through June 30, 2011. The Company is subject to those risks associated with development stage companies.  The Company has sustained losses since inception and additional debt and equity financing will be required by the Company to fund its development activities and to support operations.  However, there is no assurance that the Company will be able to obtain additional financing.  Furthermore, there is no assurance that rapid technological changes, changing customer needs and evolving industry standards will enable the Company to introduce new products on a continual and timely basis so that profitable operations can be attained.
 
3.           CONCENTRATIONS OF CREDIT RISK
 
As of June 30, 2011 and September 30, 2010, two (2) customers and one (1) customer accounted for 100% of the Company's outstanding receivables, respectively.  In addition, three (3) customers accounted for 100% of the Company's sales for the nine months ended June 30, 2011 and one (1) customer accounted for approximately 84% of the Company's sales for the fiscal year ended September 30, 2010.
 
 
10

 
 
SUR VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011
(UNAUDITED)
 
4.           FAIR VALUE
 
Fair Value Measurements
 
The Company has adopted FASB Accounting Standards Codification No. 820, Fair Value Measurements. ASC 820 relates to financial assets and financial liabilities.
 
Determination of Fair Value
 
At June 30, 2011, the Company calculated the fair value of its assets and liabilities for disclosure purposes only.
 
Valuation Hierarchy
 
ASC 820 establishes a three-level valuation hierarchy for the use of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date:

  •  
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
 
  •  
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

  •  
Level 3 - Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and may include the Company's own data.)

The Company had no assets or liabilities measured at fair value on a recurring basis under the hierarchy as of June 30, 2011.

Fair Value of Financial Instruments

Pursuant to ASC No. 825, “Financial Instruments”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet.  The carrying value of cash, accounts payable and accrued expenses approximate their fair value due to the short period to maturity of these instruments.

 
11

 
 
SUR VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011
(UNAUDITED)
 
5.           COMPENSATED ABSENCES

The Company currently does not have any employees other than the Company’s officer.  The majority of development costs and services have been provided to the Company by the founders and outside, third-party vendors.  As such, there is no accrual for wages or compensated absences as of June 30, 2011.

6.           LOANS FROM STOCKHOLDER

The Company has an outstanding note payable with a stockholder in the aggregate amount of $52,908 as of June 30, 2011.  Per the terms of the notes, the loans are due upon demand and accrue interest at the rate of 10% per annum.  The loan funds are to be used for working capital purposes.

7.           COMMON STOCK

On December 5, 2007, the Company issued 1,000,000 shares of its common stock to a director for services rendered of $1,000 which was considered a reasonable estimate of fair value.

On January 25, 2008, the Company issued 2,500,000 shares of its common stock to an officer for cash of $5,000 which was considered a reasonable estimate of fair value.

On June 5, 2009, the Company issued 31,500 shares of its common stock to unrelated investors for cash of $1,575 pursuant to the Company’s private placement offering under Reg. D.

On April 1, 2010, the Company issued 235,000 shares of its common stock to unrelated investors for cash of $23,500 pursuant to the Company’s private placement offering under Reg. D.

On April 6, 2011, the Company issued 128,333 shares of its common stock to unrelated investors for cash of $15,400 pursuant to the Company’s Registration Statement on Form S-1.
 
 
12

 

SUR VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011
(UNAUDITED)
 
8.           PROVISION FOR INCOME TAXES

Deferred income taxes are reported using the liability method.  Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

As of June 30, 2011, the Company had federal net operating loss carryforwards of approximately ($190,000), which can be used to offset future federal income tax.  The federal and state net operating loss carryforwards expire at various dates through 2031.  Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured.

A summary of the Company’s deferred tax assets as of June 30, 2011 and September 30, 2010 are as follows:
 
      2011     2010  
                   
 
Federal net operating loss (@ 25%)
 
$
47,500
   
$
19,625
 
 
Less:  valuation allowance
   
(47,500
)
   
(19,625
)
                   
 
Net deferred tax asset
 
$
---
   
$
---
 
 
The valuation allowance increased $27,875 for the nine months ended June 30, 2011.
 
 
13

 
 
SUR VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011
(UNAUDITED)
  
9.          RELATED PARTY TRANSACTIONS

From the Company’s inception (December 4, 2007) through June 30, 2011, the Company utilized office space of an officer and stockholder at no charge.  The Company treated the usage of the office space as additional paid-in capital and charged the estimated fair value rent of $500 per month to operations.  For the nine months ended June 30, 2011 and 2010, the Company recorded rent expense of $4,500 and $4,500, respectively.

Effective December 15, 2007, the Company agreed to compensate its president $2,000 per month for services rendered, and to pay such compensation at a later date when sufficient funds are available.  The accrued compensation due to the President totaled $86,000 at June 30, 2011.
 
 
 
14

 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
This following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.
 
The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. We cannot guaranty that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
 
Critical Accounting Policy and Estimates. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this Quarterly Report on Form 10-Q for the period ended June 30, 2011.
 
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the period ended June 30, 2011, together with notes thereto.  
 
 
15

 
For the three months ended June 30, 2011, as compared to the three months ended June 30, 2010.
 
Results of Operations.
 
Revenues. We had product sales of $31,163 for the three months ended June 30, 2011, from the sale of our computer memory modules, as compared to no product sales for the three months ended June 30, 2010. Our costs of goods sold for the three months ended June 30, 2011, was $27,025. Therefore, our gross profit on product sales for the three months ended June 30, 2011, was $4,138. We also had service revenues of $9,509 for three months ended June 30, 2011, for the customer support services that we provided to a customer. By comparison, we had service revenues of $2,464 for the three months ended June 30, 2010. Our gross profit on product sales together with our service revenues comprise our net revenues of $13,647 for the three months ended June 30, 2011, as compared to net revenues of $2,464 for the three months ended June 30, 2010. The increase in net revenues between the comparable periods is due to product sales orders we received from customers, which increased our product sales for the three months ended June 30, 2011, and the fact that we generated service revenues for the three months ended June 30, 2011, from services that we did not provide in the prior period. We hope to generate further revenues as we continue operations and implement our business plan.
 
Operating Expenses. For the three months ended June 30, 2011, our total operating expenses were $33,928 as compared to total operating expenses of $7,972 for the three months ended June 30, 2010. Our operating expenses for the three months ended June 30, 2011 were comprised of officer compensation of $6,000 and general and administrative expenses of $27,928. By comparison, our operating expenses for the three months ended June 30, 2010 were comprised of officer compensation of $6,000 and general and administrative expenses of $1,972. The increase in general and administrative expenses between the comparable periods is directly related to an increase in costs associated with becoming a public company.
  
Net Loss.  For the three months ended June 30, 2011, our net loss was $21,087, as compared to a net loss of $5,978 for the three months ended June 30, 2010. We expect to incur net losses for the foreseeable future.
 
For the nine months ended June 30, 2011, as compared to the nine months ended June 30, 2010.

Revenues. We had product sales of $63,431 for the nine months ended June 30, 2011, from the sale of our computer memory modules, as compared to no product sales for the nine months ended June 30, 2010. Our costs of goods sold for the nine months ended June 30, 2011, was $55,134. Therefore, our gross profit on product sales for the nine months ended June 30, 2011, was $8,297. We also had service revenues of $29,718 for the nine months ended June 30, 2011, for the customer support services that we provided to a customer. By comparison, we had service revenues of $2,464for the nine months ended June 30, 2010. Our gross profit on product sales together with our service revenues comprise our net revenues of $38,015 for the nine months ended June 30, 2011, as compared to net revenues of $2,464for the nine months ended June 30, 2010. The increase in net revenues between the comparable periods is due to product sales orders we received from customers, which increased our product sales for the nine months ended June 30, 2011, and the fact that we generates service revenues for the nine months ended June 30, 2011, from services that we did not provide in the prior period. We hope to generate further revenues as we continue operations and implement our business plan.
 
 
16

 
Operating Expenses. For the nine months ended June 30, 2011, our total operating expenses were $129,909 as compared to total operating expenses of $26,515 for the nine months ended June 30, 2010. Our operating expenses for the six months ended June 30, 2011 were comprised of officer compensation of $18,000 and general and administrative expenses of $111,909. By comparison, our operating expenses for the nine months ended June 30, 2010 were comprised of officer compensation of $18,000 and general and administrative expenses of $8,515. The increase in general and administrative expenses between the comparable periods is directly related to an increase in costs associated with becoming a public company.
 
Net Loss.  For the nine months ended June 30, 2011, our net loss was $94,271, as compared to a net loss of $25,463 for the nine months ended June 30, 2010. We expect to incur net losses for the foreseeable future.

Liquidity and Capital Resources. As of June 30, 2011, our current assets were $52,130, which consisted of cash of $20,370. Our current assets of $52,130 and property and equipment of $2,155, net of $1,539 of accumulated depreciation, represent our total assets of $54,285 as of June 30, 2011.
 
As of June 30, 2011, we had liabilities of $176,657, all of which were represented by accounts payable and accrued expenses of $123,749 and loans from stockholder of $52,908. The loans from stockholder are payable to Linda Fischer, our officer and director. Per the terms of the notes, the loans are due upon demand and accrue interest at the rate of 10% per annum.  The loan funds are to be used for working capital purposes.  We had no other long term liabilities, commitments or contingencies.
 
We filed a Registration Statement on Form S-1 to sell 2,000,000 shares of our common stock at a purchase price of $0.12 per share in a direct public offering. The Registration Statement on Form S-1 became effective on February 11, 2011.  On April 6, 2011, we sold 128,333 shares our common stock to for cash of $15,400 pursuant to that Registration Statement. We intend to use those proceeds for working capital.
 
During 2011, we expect to incur accounting costs of approximately $15,000 per year associated with the audit and review of our financial statements. We expect that the legal and accounting costs of being a public company will be approximately $25,000 per year and will continue to impact our liquidity. Those fees will be higher if our business volume and activity increases. Other than the anticipated increases in legal and accounting costs due to the reporting requirements of being a reporting company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.
 
We have cash of $20,370 as of June 30, 2011. In the opinion of management, available funds will not satisfy our working capital requirements to operate at our current level of activity for the next twelve months.   Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. We will need to raise additional capital in addition to the funds raised in our recent offering.  No assurances can be given that we will obtain sufficient working capital to sustain ongoing operations. If we do not raise additional capital, then we may not be able to conduct our current activities and expand our operations.  
 
We are not currently conducting any research and development activities.  We do not anticipate conducting such activities in the near future. In the event that we expand our customer base, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment. Our management believes that we do not require the services of independent contractors to operate at our current level of activity.  
 
Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements.
 
 
17

 
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
 
Not applicable.
 
Item 4. Controls and Procedures.
 
Evaluation of disclosure controls and procedures. We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective.
 
Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
PART II — OTHER INFORMATION
 
Item 1. Legal Proceedings.
 
None.
 
Item 1A. Risk Factors.
 
Not applicable.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
None.
 
 
18

 
Item 3.  Defaults Upon Senior Securities.
 
None.
 
Item 4.  (Removed and Reserved).
 
Item 5.  Other Information.
 
None.
 
Item 6.  Exhibits
 
101.ins Instance Document
101.def XBRL Taxonomy Definition Linkbase Document
101.sch XBRL Taxonomy Schema Document
101.cal XBRL Taxonomy Calculation Linkbase Document
101.lab XBRL Taxonomy Label Linkbase Document
101.pre XBRL Taxonomy Presentation Linkbase Document
 

 
19

 
 



SIGNATURES

Pursuant to the requirements 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.
 
 
Sur Ventures, Inc.,
a Nevada corporation
 
 
       
August 15, 2011
By:
/s/ Linda Fischer  
 
   
Linda Fischer  
Chief Executive Officer, President, Chief Financial Officer, Secretary and a Director 
(Principal Executive, Financial and Accounting Officer) 
 
 
 
 
 
 
20