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EX-31 - SECTION 302 CERTIFICATION - Ilustrato Pictures International Inc. | section302_certification.htm |
EX-32 - SECTION 1350 CERTIFICATION - Ilustrato Pictures International Inc. | section1350_certification.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2011
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission File No. 333-168136
SUPERIOR VENTURE CORPORATION
(Exact name of small business issuer as specified in its charter)
Nevada
27-2450645
(State or other jurisdiction of incorporation
(I.R.S. Employer Identification No.)
Or organization)
1937 E. Mineral Avenue, Centennial, Colorado 80122
(Address of Principal Executive Offices)
(303) 513-82026
(Issuers telephone number)
None
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No____
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, non-accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer
[ ] Accelerated filer
[ ] Non-accelerated filer
[X] Smaller reporting company
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuers classes of common equity, as of September 12, 2011: 15,000,000 shares of common stock.
1
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes ___ No _X__
Transitional Small Business Disclosure Format (Check One) Yes ___ No X
2
PART I FINANCIAL INFORMATION
Item 1.
Financial Statements
Item 2.
Managements Discussion and Analysis of Financial Condition
Item 4.
Control and Procedures
PART II OTHER INFORMATION
Item 1.
Legal Proceedings
Item 2.
Changes in Securities
Item 3.
Defaults Upon Senior Securities
Item 4.
Submission of Matters to a Vote of Security Holders
Item 5.
Other Information
Item 6.
Exhibits and Reports on Form 8-K
SIGNATURE
Item 1. Financial Information
3
FINANCIAL STATEMENTS
SUPERIOR VENTURE CORPORATION
Table of Contents
PAGE
BALANCE SHEETS
F-1
STATEMENTS OF OPERATIONS
F-2
STATEMENTS OF CASH FLOWS
F-3
NOTES TO THE UNAUDITED CONDENSED INTERIM
FINANCIAL STATEMENTS
F-4
4
Superior Venture Corporation
(A Development Stage Corporation)
Balance Sheets
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| July 31, 2011 | April 30, 2011 |
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| (unaudited) | (audited) |
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Assets |
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Cash | $ | 42,889 | $ | 2,224 |
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Total current assets |
| 42,889 | $ | 2,224 |
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Total assets | $ | 42,889 | $ | 2,224 |
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Liabilities and Stockholders Equity |
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Accounts payable | $ | 50 | $ | 2,372 |
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Total current liabilities |
| 50 |
| 2,372 |
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Stockholders Equity: |
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Preferred stock; $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding |
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| - |
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Common stock; $0.001 par value; 70,000,000 shares authorized; 15,000,000 shares issued and outstanding | $ | 15,000 | $ | 10,000 |
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Capital in excess of par value |
| 45,000 |
| - |
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Accumulated deficit during development stage |
| (17,161) |
| (10,148 | ) |
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Total stockholders equity |
| 42,839 |
| (148 | ) |
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Total liabilities and stockholders equity | $ | 42,889 | $ | 2,224 |
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The Accompanying notes are an integral part of the financial statements
F-1
Superior Venture Corporation
(A Development Stage Corporation)
Statements of Operations
(Unaudited)
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| For the Three Months Ended July 31, 2011 |
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| For the Three Months Ended July 23, 2010 |
| For the Period from April 27, 2010 (Date of Inception) through July 31, 2011 | |||
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Revenue: |
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Sales |
| $ | - |
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| $ | - | $ | - |
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| - |
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| - |
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Expenses: |
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Selling, general and administrative |
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| 7,013 |
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| 4,498 |
| 17,161 |
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Net loss |
| $ | (7,013 | ) |
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| $ | (4,498) | $ | (17,161) |
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Net loss per common share, basic and diluted |
| $ | 0.00 |
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| 0.00 |
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Weighted average number of common shares, basic and diluted |
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| 11,358,696 |
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| 10,000,000 |
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The accompanying notes are an integral part of the financial statements.
F-2
Superior Venture Corporation
(A Development Stage Corporation)
Statement of Cash Flows
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| For the Three Month Period Ended July 31, 2011 |
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| For the Three Month Period Ended July 31, 2010 |
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| For the Period from April 27, 2010 (Date of Inception) through July 31, 2011 |
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Operating activities |
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Net loss |
| $ | (7,013 | ) | $ | (4,498 | ) | $ | (17,161 | ) |
Adjustments to reconcile net loss to net cash used by operating activities: |
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Decrease in accounts payable |
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| (2,322 | ) |
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| 50 |
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Net cash used by operating activities |
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| (9,335 | ) |
| (4,498 | ) |
| (17,111 | ) |
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Investing activities |
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Net cash used by investing activities |
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| 0 |
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| 0 |
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| 0 |
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Financing activities |
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Issuance of shares |
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| 50,000 |
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| 6,000 |
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| 60,000 |
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Net cash provided by financing activities |
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| 50,000 |
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| 6,000 |
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| 60,000 |
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Net increase in cash and cash equivalents |
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| 40,665 |
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| 1,502 |
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| 42,889 |
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Cash and cash equivalents, beginning of period |
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| 2,224 |
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| 3,900 |
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| 0 |
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Cash and cash equivalents, end of period |
| $ | 42,889 |
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| 5,402 |
| $ | 42,889 |
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Supplemental Information: |
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Cash paid during the period for interest |
| $ | 0 |
| $ | 0 |
| $ | 0 |
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Cash pair during the period for taxes |
| $ | 0 |
| $ | 0 |
| $ | 0 |
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The accompanying notes are an integral part of the financial statements.
F-3
Superior Venture Corporation
(A Development Stage Corporation)
Notes to Financial Statements
For the Year Ended April 30, 2011 and
For the Three Month Periods Ended July 31, 2011 and 2010 and for the
Period from April 27, 2010 (Date of Inception) through July 31, 2010
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1. | Background Information |
Superior Venture Corporation (the Company), is a Nevada Corporation, incorporated on April 27, 2010 (Date of Inception) with its corporate headquarters located in Colorado and its year-end is April 30. The Company has a principal business objective of producing and selling wine varietals. Producing wines that are both well balanced and possessing clearly projected aromas, combined with stylistic packaging; Superior Venture plans to position itself in the market place by branding our product and leaving the consumer with an eclectic impression. We plan to produce and promote an elevation of chic sophistication while maintaining selections that are innovative and progressive with a multiplicity in its flavors and sensations.
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2. | Going Concern |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period ended July 31, 2011, the Company has had no operations. As of July 31, 2011, the Company has not emerged from the development stage. In view of these matters, the Companys ability to continue as a going concern is dependent upon the Companys ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
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3. | Significant Accounting Policies |
The significant accounting policies followed are:
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| FASB Codification - In June 2009, the FASB issued ASC 105, Generally Accepted Accounting Principles, effective for interim and annual reporting periods ending after September 15, 2009. This statement establishes the Codification as the source of authoritative accounting principles used in the preparation of financial statements in conformity with generally accepted accounting principles. The Codification does not replace or affect guidance issued by the SEC or its staff. As a result of the Codification, the references to authoritative accounting pronouncements included herein in this Annual Report on Form 10-K now refer to the Codification topic section rather than a specific accounting rule as was past practice. |
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| 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 reporting period. Actual results could differ from those estimates. |
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| Cash and cash equivalents - All cash, other than held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents. |
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| Research and development expenses - Expenditures for research, development, and engineering of products are expensed as incurred. |
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| Common stock - The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied. |
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| Revenue and cost recognition The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost. |
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| Advertising Costs - The Companys policy regarding advertising is to expense advertising when incurred. |
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| Income Taxes - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company adopted the provisions of FASB ASC 740-10 Uncertainty in Income Taxes (ASC 740-10), at inception. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. |
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| Earnings (Loss) Per Share - Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. At July 31, 2011, the Company did not have any potentially dilutive common shares. |
Financial instruments In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entitys own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the
F-5
highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
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| Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
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| 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. |
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| Level 3 - Inputs that are both significant to the fair value measurement and unobservable. |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2011. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
At inception, the Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on the Companys financial statements.
Recent accounting pronouncements
Recent accounting pronouncements issued by FASB (including EITF), the AICPA and the SEC did not or are not believed by management to have a material impact on the Companys present or future financial statements.
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4. | Preferred Stock |
The Company's Board of Directors has authorized 5,000,000 million shares of preferred stock with a par value of $0.001 to be issued in series with terms and conditions to be determined by the Board of Directors.
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5. | Income Taxes |
There is no current or deferred income tax expense or benefit for the period ended April 30, 2011.
The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference are as follows:
F-6
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| April 27, 2010 (Date of Inception) through July 31, 2011 |
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Tax benefit at U.S. statutory rate |
| $ | (5,500) |
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State income tax benefit, net of federal benefit |
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| - |
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Valuation allowance |
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| 5,500 |
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| $ | - |
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The Company did not have any temporary differences for the period from April 27, 2010 (Date of Inception) through July 31, 2011.
7. Equity
At the date of incorporation, a stock subscription was received for 10,000,000 shares of its $0.001 common stock, at par for $10,000, of which $4,000 was received as of April 30, 2010. The remaining amount, $6,000, was received on May 12, 2010.
During the three months ended July 31, 2011, the Company sold 5,000,000 shares of common stock for $0.01 per share and received $49,000. The remaining $1,000 is shown as a stock subscription receivable.
F-7
Item 2. Managements Discussion and Analysis of Financial Conditions and
Results of Operations
Plan of Operation
On February 28, 20110 we received approval from the Securities and Exchange Commission of our Registration Statement on Form S-1. Wherein, we registered 5,000,000 shares of our common stock at an offering price of $.01 in order to raise $50,000.00 as our initial capital.
During the three months ended July 31, 2011, the Company sold 5,000,000 shares of common stock for $0.01 per share and received $49,000. The remaining $1,000 is shown as a stock subscription receivable.
Results of Operation
The Company did not have any operating income from inception (April 27, 2010) through July 31, 2011. For the period from inception, April 27, 2010 through the quarter ended May 31, 2011, the registrant recognized a net loss of $17,161. Some general and administrative expenses during the year were accrued. Expenses for the year were comprised of costs mainly associated with legal, accounting and office.
Liquidity and Capital Resource
At July 31, 2011 the Company had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending full implementation of the Companys business model.
Critical Accounting Policies
SUPERIOR Venture Corporation 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.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of July 31, 2011. Based on their evaluation, our chief executive officer and chief financial officer have concluded that, as of July 31, 2011, our disclosure controls and procedures were not effective.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
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Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K
(a)
Exhibits
31 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002
32 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002
(b)
Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended July 31, 2011.
7
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SUPERIOR VENTURE CORPORATION
Date: September 15, 2011
/s/ Michael Moore
Michael Moore
President, Chief Executive Officer,
Secretary, Chief Financial Officer,
Director
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