Attached files

file filename
EX-31.1 - EXHIBIT 31.1 - JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.certification311.htm
EX-32.1 - EXHIBIT 32.1 - JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.certification321.htm
EXCEL - IDEA: XBRL DOCUMENT - JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K



[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended April 30, 2012


[ ] 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 333-174607



ADVENTO, INC.

 (Exact name of registrant as specified in its charter)


Nevada

5070

68-0681552

State or jurisdiction of incorporation
or organization

Primary Standard Industrial
Classification Code Number

IRS Employer
Identification Number



8 Jiang gang Qu, Ste 402

Hangzhou, China 310000

Tel: 011-86-13083976291

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)




Securities registered pursuant to Section 12(b) of the Act: None


Securities registered pursuant to Section 12(g) of the Act: None



1




Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] 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 [ ] No [X]


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 shorter period that the registrant as 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K  is not contained herein, and will not be contained, to the best of 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. Yes [ ] No [X]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [X ] No [ ]


As of July 17, 2012, the registrant had 3,015,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of July 17, 2012.



2




TABLE OF CONTENTS



 

PART 1

 

ITEM 1

Description of Business

4

ITEM 1A    

Risk Factors

4

ITEM 2   

Description of Property

4

ITEM 3   

Legal Proceedings                                             

4

ITEM 4

Submission of Matters to a Vote of Security Holders           

4

 

PART II

 

ITEM  5   

Market for Common Equity and Related Stockholder Matters      

5

ITEM  6  

Selected Financial Data                                       

6

ITEM  7 

Management's Discussion and Analysis of Financial Condition and Results of Operations

6

ITEM 7A      

Quantitative and Qualitative Disclosures about Market Risk   

6

ITEM 8

Financial Statements and Supplementary Data                  

6

ITEM 9    

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

16

ITEM 9A (T)

Controls and Procedures

16

 

PART III

 

ITEM 10

Directors, Executive Officers, Promoters and Control Persons of the Company

17

ITEM 11

Executive Compensation

18

ITEM 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

19

ITEM 13

Certain Relationships and Related Transactions

19

ITEM 14

Principal Accountant Fees and Services                       

19

 

PART IV

 

ITEM 15

Exhibits

20




3





PART I


ITEM 1. DESCRIPTION OF BUSINESS


FORWARD-LOOKING STATEMENTS


This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.


 INTRODUCTION


We were incorporated in the State of Nevada on August 4, 2010. We plan to market and distribute an assortment of residential and commercial shower cabinets produced by Hangzhou Yongsheng Holdings Co., Ltd in the European and North American market.  We plan to offer shower cabins with innovative features and can be customized to each consumer’s individual needs.  


PRODUCT


We intend to market and distribute various types of shower cabinets: simple showers, computerized showers, steam showers and massage showers cabinets.  Shower cabinet, also known as shower cabin, shower room and bath cabin, is a fixed enclosure for the showering area. The main and most important benefit of the shower cabinet is to keep water within the shower area when showering and so keep the bathroom dry. We also intend to distribute shower screen lids, which can be installed to replace broken shower screen lids or can be installed separately without base. They can also be applied over shower tubes or bathtubs.


ITEM 1A.  RISK FACTORS

 

Not applicable to smaller reporting companies.

 


ITEM 2.  DESCRIPTION OF PROPERTY


We do not own any real estate or other properties.  


ITEM 3.  LEGAL PROCEEDINGS


We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


None.




4




PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS      


Market Information


There is a limited public market for our common shares.  Our common shares are quoted on the OTC Bulletin Board under the symbol “ADTO”.  Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects.  We cannot assure you that there will be a market in the future for our common stock.

 

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

 As of April 30, 2012, no shares of our common stock have traded.


Number of Holders


As of April 30, 2012, the 3,015,000 issued and outstanding shares of common stock were held by a total of 26 shareholders of record.


Dividends

 

No cash dividends were paid on our shares of common stock during the fiscal years ended April 30, 2012.  We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future. 



Recent Sales of Unregistered Securities


None.


Purchase of our Equity Securities by Officers and Directors


None.


Other Stockholder Matters


None.





5




ITEM 6. SELECTED FINANCIAL DATA                                       


Not applicable.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward looking statements.   Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   


Not applicable to smaller reporting companies.



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                  






INDEX TO FINANCIAL STATEMENTS

 (A DEVELOPMENT STAGE COMPANY)




Report of Independent Registered Public Accounting Firm


Balance Sheets as of April 30, 2012 and April 30, 2011


Statements of Operations for the year ended April 30, 2012; and the periods from inception (August 4, 2010)

to April 30, 2011 and April 30, 2012


Statement of Stockholders’ Equity from inception (August 4, 2010) to April 30, 2012



Statements of Cash Flows for the year ended April 30, 2012; and the periods from inception (August 4, 2010)

to April 30, 2011 and April 30, 2012


Notes to the Audited Financial Statements



6




RONALD R. CHADWICK, P.C.

Certified Public Accountant

2851 South Parker Road, Suite 720

Aurora, Colorado  80014

Telephone (303)306-1967

Fax (303)306-1944





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors

Advento, Inc.

Henderson, Nevada


I have audited the accompanying balance sheets of Advento, Inc. (a development stage company) as of April 30, 2012 and 2011, and the related statements of operations, stockholders' equity and cash flows for the year ended April 30, 2012, the period from August 4, 2010 (inception) through April 30, 2011, and for the period from August 4, 2010 (inception) through April 30, 2012. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.


I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audit provides a reasonable basis for my opinion.


In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Advento, Inc. as of April 30, 2012 and 2011, and the results of its operations and its cash flows for the year ended April 30, 2012, the period from August 4, 2010 (inception) through April 30, 2011, and for the period from August 4, 2010 (inception) through April 30, 2012 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 2 to the financial statements the Company has suffered a loss from operations and has limited working capital that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Aurora, Colorado

July 10, 2012

Ronald R. Chadwick, P.C.

RONALD R. CHADWICK, P.C




7






ADVENTO, INC.

(A DEVELOPMENT STAGE COMPANY)

 

 

BALANCE SHEETS

 

 

 

April 30, 2012

April 30, 2011

ASSETS

 

 

Current Assets

 

 

       Cash

$              19,183

$              2,495

       Inventory

916

-

Total Current Assets

20,099

2,495

TOTAL ASSETS

$          20,099

$              2,495

LIABILITIES

 

 

Loans from Shareholders

8,848

174

Accounts payable

1,317

-

TOTAL LIABILITIES

10,165

174

STOCKHOLDER’S EQUITY

 

 

Common stock, par value $0.001; 75,000,000 shares authorized, 3,015,000 shares issued and outstanding (2,500,000 shares issued and outstanding as at April 30, 2011)

3,015

2,500

Additional paid-in-capital

25,235

-

Deficit accumulated during the development stage

(18,316)

(179)

TOTAL STOCKHOLDER’S EQUITY

9,934

2,321


TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY

$             20,099

$            2,495


See accompanying notes to financial statements



8





ADVENTO, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

 

 

 

 

YEAR ENDED APRIL 30, 2012

FOR THE PERIOD FROM AUGUST 4, 2010  (INCEPTION) TO APRIL 30, 2011

FOR THE PERIOD FROM AUGUST 4, 2010  (INCEPTION) TO APRIL 30, 2012

 

 

 

 

REVENUES

$                                   0


$                            0

$                              0

EXPENSES

 

 

 

General & Administrative Expenses

18,137

179

18,316

TOTAL EXPENSES

18,137

179

18,316

NET LOSS FROM OPERATIONS

(18,137)

(179)

(18,316)

PROVISION FOR INCOME TAXES

0

0

0

NET LOSS

$                         (18,137)

$                   (179)

$                    (18,316)

NET LOSS PER SHARE: BASIC AND DILUTED

$                           (0.00)

$                     (0.00)

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

2,565,888

27,778

 


See accompanying notes to financial statements



9





ADVENTO, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDER’S EQUITY

 FOR THE PERIOD FROM AUGUST 4, 2010 (INCEPTION) TO APRIL 30, 2012

 

Common Stock

Additional paid-in-capital

Deficit Accumulated during the Development

Stage

Total Stockholder’s

Equity

 

Shares

Par Value

 

 

 

 

 

 

Inception, August 4, 2010

-

$             -

$                 -

$                       -

$                    -

April 28, 2011

 

 

 

 

 

Shares sold at $0.001 per share

2,500,000

2,500

-

 

2,500

Net loss for the period ended April 30, 2011

-

-

 

(179)

(179)

Balance, April 30, 2011

2,500,000

   2,500

 

                (179)

         2,321

Shares sold at $0.05 per share

515,000

515

25,235

 

25,750

Net loss for the period ended April 30, 2012

-

 

 

(18,137)

(18,137)

Balance, April 30, 2012

3,015,000

$     3,015

$     25,235

$          (18,316)

$            9,934


See accompanying notes to financial statements



10






ADVENTO, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

 

 

 

 

YEAR ENDED APRIL 30, 2012

FOR THE PERIOD FROM AUGUST 4, 2010  (INCEPTION) TO APRIL 30, 2011

FOR THE PERIOD FROM AUGUST 4, 2010  (INCEPTION) TO APRIL 30, 2012

 

 

 

 

Cash Flows from (used in) Operating Activities

 

 

 

Net Income (Loss)

$                   (18,137)

$               (179)

$                  (18,316)

Increase (Decrease) in Operating Liabilities

1,317

-

1,317

Decrease (Increase) in Operating Assets

(916)

-

(916)

Net Cash provided by (used in) Operating Activities

(17,736)

(179)

(17,915)

 

 

 

 

Cash Flows from (used in) Investing Activities

 

 

 

Net Cash provided by (used in) Investing Activities

0

0

0

 

 

 

 

Cash Flows from (used in) Financing Activities

 

 

 

Loans from Shareholders

8,674

174

8,848

Sale of Common Shares

25,750

2,500

28,250

Net Cash provided by (used in) Financing Activities

34,424

2,674

37,098

 

 

 

 

Increase (Decrease) in Cash and Cash Equivalents

16,688

2,495

19,183

Cash and Cash Equivalents at Beginning of Period

2,495

-

0

Cash and Cash Equivalents at End of Period

$                     19,183

$             2,495

$                     19,183

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

Interest paid

$                            0

$                            0

$                              0

Income taxes paid

$                            0

$                            0

$                              0


See accompanying notes to financial statements



11




ADVENTO, INC.

(A Development Stage Company)

Notes to Financial Statements

April 30, 2012


1. ORGANIZATION AND BUSINESS OPERATIONS


ADVENTO, INC. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on August 4, 2010.  We are a development stage company and intend to commence operations in the distribution of shower cabinets. The Company is in the development stage as defined under Accounting Codification Standard, Development Stage Entities (“ASC-915”). The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.  For the period from inception on August 4, 2010 through April 30, 2012 the Company has accumulated losses of $18,316.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.  


Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $18,316 as of April 30, 2012 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or sale of common stock.  


Cash and Cash Equivalents

 The Company considers all highly liquid instruments with a maturity of  three months or less at the time of issuance to be cash equivalents.


Use of Estimates and Assumptions

The  preparation  of  financial  statements  in conformity with accounting principles generally  accepted  in  the  United States 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. In management’s opinion, all adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature.

Foreign Currency Translation

The Company's functional currency and its reporting currency is the United  States dollar.


Financial Instruments

The  carrying value of the Company's  financial  instruments  approximates their fair value because of the short maturity of these instruments.

Stock-based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.


Income Taxes

 Income taxes are accounted for  under  the  assets  and liability method.  Deferred  tax  assets  and  liabilities are recognized for  the  estimated future tax consequences attributable  to differences between the financial  statement carrying amounts of existing  assets  and  liabilities and their respective  tax  bases and operating loss and tax credit  carry  forwards. Deferred tax assets  and  liabilities are measured using enacted tax rates  in effect for the year in which  those  temporary differences are expected to be recovered or settled.




12




 Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.


Fiscal Periods

The Company's fiscal year end is April 30.


Recent accounting pronouncements

We have reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and we do not believe any of these pronouncements will have a material impact on the company.


Revenue Recognition

The Company will recognize revenue in accordance with Accounting Standards Codification No. 605, Revenue recognition ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

 

Advertising

The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $-0- in advertising costs during the period August 4, 2010 (inception) to April 30, 2012.


3. COMMON STOCK

The authorized capital  of  the Company is 75,000,000 common shares with a  par value of $ 0.001 per share.

On April 28, 2011, the Company issued  2,500,000  shares  of  common stock at a price of $0.001 per share for total cash proceeds of $2,500. For the period ended April 30, 2012 the Company issued  515,000  shares  of  common stock at a price of $0.05 per share for total cash proceeds of $25,750. As of April 30, 2012 the Company issued  3,015,000  shares  of  common stock for total cash proceeds of $28,250.


4. INCOME TAXES


Income taxes are accounted for  under  the  assets  and liability method.  Deferred  tax  assets  and  liabilities are recognized for  the  estimated future tax consequences attributable  to differences between the financial  statement carrying amounts of existing  assets  and  liabilities and their respective  tax  bases and operating loss and tax credit  carry  forwards. Deferred tax assets  and  liabilities are measured using enacted tax rates  in effect for the year in which  those  temporary differences are expected to be recovered or settled.

 As of April 30, 2012, the Company had net operating loss carry forwards of $18,316 that may be available to reduce future years’ taxable income through 2032.



5. RELATED PARTY TRANSACTIONS


On April 28, 2011, the Company sold 2,500,000 shares  of  common stock at a price of $0.001 per share to its director.

On August 4, 2010 a Director had loaned the Company $174.  For the nine month period ended April 30, 2012 a Director had loaned the Company $8,674 to pay for general expenses and professional fees. The loan is non-interest bearing, due upon demand and unsecured. As of April 30, 2012 total  loan amount was $8,848.


6. SUBSEQUENT EVENTS


The Company has evaluated subsequent events from April 30, 2012 through the date whereupon the financial statements were issued and has determined that there are no items to disclose.



13





RESULTS OF OPERATIONS


We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.


We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.


FISCAL YEAR ENDED APRIL 30, 2012 COMPARED TO FISCAL YEAR ENDED APRIL 30, 2011.


Our net loss for the fiscal year ended April 30, 2012 was $18,137 compared to a net loss of $179  for the period from Inception (August 4, 2010) to April 30, 2011. During fiscal year ended April 30, 2012, the Company did not generate any revenue.


During the fiscal year ended April 30, 2012, we incurred general and administrative expenses of $18,137compared to $179 incurred during the period from Inception (August 4, 2010) to April 30, 2011.  These expenses incurred during the fiscal year ended April 30, 2012 consisted of: bank charges of $839 (2011:  $5); professional fees of $11,250 (2011: $-0-); and miscellaneous charges of $6,048 (2011: $174).


Expenses incurred  during  fiscal year ended April 30, 2012  compared to fiscal year ended April 30, 2011  increased primarily due to the  increased  scale and scope  of  business  operations.  General and administrative expenses generally include  corporate overhead,  financial and  administrative  contracted services.


The weighted average  number of shares  outstanding  was  2,565,888 for the fiscal year ended April 30, 2012 compared to 27,778  for the fiscal year ended April 30, 2011.


LIQUIDITY AND CAPITAL RESOURCES


FISCAL YEAR ENDED APRIL 30, 2012


As of April 30, 2012, our current assets were $20,099 and our total liabilities were $10,165. As of April 30, 2012, current assets were comprised of $19,183 in cash and  $916 in inventory. As of April 30, 2012, total liabilities were comprised of $8,848 in loans from related parties and $1,317 in accounts payable.


As of April 30, 2012, our total assets were $20,099 comprised entirely of current assets.  Stockholders’ equity increased from $2,321 as of April 30, 2011 to $9,934 as of April 30, 2012.  


Cash Flows from Operating Activities


We have not generated positive cash flows from operating activities. For the fiscal year ended April 30, 2012, net cash flows used in operating activities was $17,736 consisting of a net loss of $18,137, increase in liabilities of $1,317 and increase in prepaid expenses of $916. Net cash flows used in operating activities was $17,915 for the period from inception (August 4, 2010) to April 30, 2012.



Cash Flows from Financing Activities


We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the fiscal year ended April 30, 2012 net cash provided by financing activities was $34,424, received from proceeds from issuance of common stock and loan from Director.  For the period from inception (August 4, 2010) to April 30, 2012, net cash provided by financing activities was $37,098 received from proceeds from issuance of common stock and loan from Director.



14





PLAN OF OPERATION AND FUNDING


We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.


Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.


MATERIAL COMMITMENTS


As of the date of this Annual Report, we do not have any material commitments.


PURCHASE OF SIGNIFICANT EQUIPMENT


We do not intend to purchase any significant equipment during the next twelve months.


OFF-BALANCE SHEET ARRANGEMENTS


As of the date of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


GOING CONCERN


The independent auditors' report accompanying our April 30, 2012 and April 30, 2011 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.




15





ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


None.


ITEM 9A(T). CONTROLS AND PROCEDURES


An evaluation was conducted under the supervision and with the  participation of our management, including Mr. Liang Wei Wang,  our Chief  Executive  Officer and our Chief Financial  Officer of the effectiveness of the design and operation of our disclosure  controls  and  procedures  as of  April 30, 2012.  Based  on  that evaluation,  Mr. Wang concluded that our disclosure  controls and procedures were  effective  as of such date to ensure that  information  required to be disclosed  in the  reports that we file or submit  under the  Exchange  Act, is recorded,  processed,  summarized and reported within the time periods specified in SEC rules and forms.  Such officer also confirmed that there was no change in our internal  control over financial  reporting  during the year ended April 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


We maintain  "disclosure  controls and  procedures,"  as such term is defined in Rule 13a-15(e) under the Securities  Exchange Act of 1934 (the "Exchange  Act"), that are  designed to ensure that  information required to be  disclosed in our Exchange Act reports is recorded, processed,  summarized and reported within the time periods  specified in the  Securities  and  Exchange  Commission  rules and forms,  and that  such  information  is  accumulated  and  communicated  to our management,  including our Chief Executive  Officer/Chief  Financial Officer, as appropriate,  to  allow  timely  decisions  regarding required  disclosure.  We conducted an evaluation (the  "Evaluation"),  under the supervision and with the participation  of our Chief  Executive  Officer/Chief  Financial  Officer of the effectiveness  of the  design and  operation  of our  disclosure  controls  and procedures  ("Disclosure  Controls") as of the end of the period covered by this report  pursuant to Rule  13a-15 of the  Exchange  Act.  The  evaluation  of our disclosure controls and procedures included a review of the disclosure controls' and  procedures' objectives,  design,  implementation  and  the  effect  of the controls and procedures on the information generated for use in this report. In the  course of our  evaluation,  we  sought to  identify  data  errors, control problems or acts of fraud and to confirm the appropriate  corrective actions, if any, including process improvements,  were being undertaken. Our Chief Executive Officer/Chief Financial Officer concluded that, as of the end of the period covered by this Annual report, our disclosure controls and procedures were effective and were operating at the reasonable assurance level.



Changes in Internal Control over Financial Reporting


There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of April 30, 2012, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


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 the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.




16




PART III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY


DIRECTORS AND EXECUTIVE OFFICERS


 The name, address and position of our present officers and directors are set forth below:


Name and Address of Executive

   Officer and/or Director

 

Age

 

Position

 

 

 

 

 

Liang Wei Wang

8 Jiang gang Qu, Ste 402, Hangzhou, China 310000

 

55

 

President, Secretary, Treasurer and Director



BIOGRAPHICAL INFORMATION AND BACKGROUND OF OFFICER AND DIRECTOR


Liang Wei Wang has acted as our President, Secretary, Treasurer and sole Director since our incorporation on August 4, 2010.  Liang Wei Wang has been self-employed; from 2000, he owned and operated the “Yinrui” food & grocery store. Mr. Wang currently devotes approximately twenty hours per week to manage the affairs of the Company.


AUDIT COMMITTEE

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.





17




ITEM 11. EXECUTIVE COMPENSATION


The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our incorporation on August 4, 2010  to April 30, 2012 (our fiscal year end) and subsequent thereto to the date of this prospectus.



SUMMARY COMPENSATION TABLE


Name and Principal Position

Year

Salary (US$)

Bonus (US$)

Stock Awards (US$)

Option Awards (US$)

Non-Equity Incentive Plan Compensation (US$)

Nonqualified Deferred Compensation Earnings (US$)

All Other Compensation (US$)

Total (US$)

Liang Wei Wang, President, Treasurer and Secretary

2010

0

0

0

0

0

0

0

0

2011

0

0

0

0

0

0

0

0

2012

0

0

0

0

0

0

0

0

 

 

 

 

 

 

 

 

 


There are no current employment agreements between the company and its sole officer. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.


CHANGE OF CONTROL


As of April 30, 2012, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.





18




ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The following table provides certain information regarding the ownership of our common stock, as of April 30, 2012 and as of the date of the filing of this annual report by:

 

 

 

each of our executive officers;

 

 

each director;

 

 

each person known to us to own more than 5% of our outstanding common stock; and

 

 

all of our executive officers and directors and as a group.


Title of Class

Name and Address of

Beneficial Owner

Amount and Nature of 

Beneficial Ownership

Percentage

 

 

 

 

 

 

Common Stock

Liang Wei Wang

8 Jiang gang Qu, Ste 402, Hangzhou, China 310000

2,500,000 shares of common stock (direct)

 

82.92

%




The percent of class is based on 3,015,000 shares of common stock issued and outstanding as of the date of this annual report.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


During the year ended April 30, 2012, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 


During  fiscal year ended April 30, 2012, we incurred  approximately  $7,750 in fees to our principal independent accountants for professional services rendered in connection  with the audit of our financial statements and for the  reviews of our financial  statements. 




19




ITEM 15. EXHIBITS


The following exhibits are filed as part of this Annual Report.



Exhibits:


31.1  Certification Statement of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002


32.1    Certification of Chief Executive Officer and Chief Financial Officer under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act.


101       Interactive data files pursuant to Rule 405 of Regulation S-T. 



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.


 

ADVENTO, INC.


Dated: July 17, 2012

By: /s/ Liang Wei Wang

 

Liang Wei Wang, President and Chief Executive Officer and Chief Financial Officer


                                       

                          







          



20