UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________

 

FORM 10-Q

 

T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2013

or

£ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE TRANSITION FROM ______ TO ______.

 

Commission File Number: 000-54017

_______________________

 

SAVEENE GROUP CORP

 

(Exact name of registrant as specified in its charter)

 

Delaware		26-3551294
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
30 Eglinton Ave W, Suite 808, Mississauga, ON, Canada		M5H 2W9
(Address of principal executive offices)		(Zip code)

 

Registrant’s telephone number: (647) 426-1640

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes T    No £

 

Indicate by check mark whether the registrant has submitted electronically and posted on its Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes T    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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer £	Accelerated filer £
Non-accelerated filer £	Smaller reporting company T

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes £    No T

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS

DURING THE PRECEDING FIVE YEARS

 

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes £    No £

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of June 30 2013, there were 39,132,559 outstanding shares of the Registrant's Common Stock, $0.0001 par value.

 

 

INDEX

 

		Page
PART I – FINANCIAL INFORMATION		1
Item 1. Financial Statements.		1
Balance Sheets dated  June 30, 2013 (Unaudited) and  December 31, 2012 (Audited)		1
Statements of Operations for the Three Months and Six Months Ended June30, 2013 and 2012		2
Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012		3
Notes to Financial Statements (Unaudited)		4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		8
Item 3. Quantitative and Qualitative Disclosures about Market Risk		13
Item 4. Controls and Procedures		13
PART II – OTHER INFORMATION		14
Item 1. Legal Proceedings.		14
Item 1A. Risk Factors		14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		14
Item 3. Defaults Upon Senior Securities		15
Item 4. (Removed and Reserved)		15
Item 5. Other Information.		15
Item 6. Exhibits		15
SIGNATURES		16

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Saveene Group Corp

Consolidated Balance Sheets

 

		As of June 30, 2013				As of December 31, 2012
		(Unaudited)				(Audited)
ASSETS:
Current Assets
Cash and Cash Equivalents		$	15,317			$	–
Due from related parties			360,367				0
TOTAL CURRENT ASSETS			375,684				0
			`
TOTAL ASSETS		$	375,684			$	0
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities
Accounts payable		$	6,968			$	0
Accrued expenses			12,080				11,080
TOAL CURRENT LIABILITIES			19,048				11,080
Payable to a related parties			629,450				22,896
TOTAL LIABILITIES			648,498				33,976
COMMITMENTS  AND CONTINGENCIES ( Note 4)
Stockholders' Equity
Common stock ($.0001 par value), 250,000,000 shares authorized 39,132,559 issued and outstanding  as of 06/30/2013 and 4,132,559 , 06/30/2012			3,913				413
Additional paid-in capital			28,512				31,012
(Deficit)			(178,144	)			(53,781	)
Net Income(Loss) for current period			(127,095	)			(11,620	)
TOTAL STOCKHOLDERS' EQUITY			(272,814	)			(33,976	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	375,684			$	–

 

 

See Notes to Financial Statements

 

 

Saveene Group Corp 

Consolidated Statements of Operations

(Unaudited)

 

		For three months				For Three Months				For six months				For Six Months
		Ended				Ended				Ended				Ended
		June 30, 2013				June 30, 2012				June 30, 2013				June 30, 2012
Revenue:		$	–			$	16,125			$	–			$	32,250
General and Administration Expenses
Administrative Fees			40,744				22,038				43,222				35,008
Bank charges, penalties and interest			230				7,567				18,243				15,111
Professional Fees			16,081				750				28,918				4,000
Operating loss			(57,055	)			30,355				(90,383	)			54,119
Loss on sale of building											28,649
Exchange Gain/Loss			124								8,063
Provision for income taxes											–				–
Net Loss		$	(57,179	)		$	(14,230	)		$	(127,095	)		$	(21,869	)
Net (loss) per share		$	(0.001	)		$	(0.00	)		$	(0.00	)		$	(0.01	)
Basic and diluted
Weighted Average Shares Outstanding			39,132,559				4,132,559				33,299,225				4,132,559
Basic and diluted

 

 

See Notes to Financial Statements

 

 

Saveene Group Corp 

Consolidated Statements of Cash Flows

(Unaudited)

 

		Six Months				Six Months
		Ended				Ended
		June 30, 2013				June 30, 2012
Cash Flow from Operating Activities
Net (loss)		$	(127,095	)		$	(21,869	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation expense			–				20,611
Changes in Assets and Liabilities
Accounts payable			6,968				–
Accrued expenses			8,080				4,000
Net Cash Flow Used in Operating Activities			(112,047	)			2,742
Investing Activities			–				–
Financing Activities
Adjustment for related party investment			(272,440	)			(4,794	)
Reduction in PUC			(2,500	)
Net proceeds from sale of  fixed asset			400,855
Proceeds from sale of  common stock  or subscribed			3,500				–
Net Cash Flow Provided by Financing Activities			129,415				(4,794	)
Net change in cash			17,368				(2,052	)
Cash, Beginning of Period			(2,051	)			–
Cash, End of End of Period		$	15,317			$	(2,052	)

 

 

See Notes to Financial Statements

 

Saveene Group Inc.

Notes to Consolidated Financial Statements

June 30, 2013

 

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Saveene Group Inc.(the "Company") was incorporated under the laws of the State of Delaware on October 31, 2008. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.

 

On March 7th, 2013, the Company entered into a share exchange agreement (the “Exchange Agreement”) with Saveene Realty Inc.(formerly 2235150 Ontario Inc.) (the “Shareholder”). The managing director of the Shareholder is Andrea Zecevic, who is the Company’s chief executive officer. Pursuant to the Exchange Agreement, the Company issued 27,500,000 shares of Common Stock to the Shareholder in exchange for 3 Common shares of Saveene Realty Inc. held by the Shareholder, representing100% of the outstanding capital stock of Saveene Realty Inc..

 

Saveene Realty Inc.. is a Canadian corporation engaged in the business of commercial real estate rental and generates revenues from the commercial properties rental. The purpose of the company is to buy, sell, rent, and improve any and all aspects of real estate. The Company owned one building in Mississauga, Ontario Canada which was sold February 7^TH, 2013. The company is currently seeking new properties to purchase. During current economic downturn, many landlords or commercial building owners prefer to lease rather than self-own the properties so that they are able to preserve the limited cash available in their business. All of them are “potential lessees” of Saveene Realty Inc., which is devoted to help fill that demand.

 

Saveene Realty Inc.. also seeks to increase the income from sales of properties. From time to time Saveene Group, Inc. may sell one of its properties and invest in other new properties that have bigger profit margins and thus increase shareholders’ value. Saveene Realty Inc.. also seeks the acquisition of land, of which planning, financing, community design, and the development of all supporting infrastructure have commenced.

 

For the residential division of Saveene Realty Inc.. the focus is on luxury homes, villas, lakefront properties, beach front properties built or offered in the world’s most sought after locations and with great earning potential throughout all seasons.

 

Saveene Realty Inc.. fits the business model of Saveene Group, Inc. (the “Company”), which focuses on various types of commercial rental property including: office buildings, warehouses, shopping malls, retail stores, and so on.

 

In connection with the foregoing, the Company relied upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying condensed unaudited interim financial statements included herein have been prepared, without audit or review.

 

USE OF ESTIMATES

 

The preparation of financial statements in conformity with generally accepted accounting principles 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.

 

Saveene Group Inc.

Notes to Consolidated Financial Statements

June 30, 2013

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company's financial instruments, as defined by FASB ASC 825-10-50, include cash, accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2013.

 

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value.

 

The Company does not have any assets or liabilities measured at fair value on a recurring basis at June 30, 2013

 

CASH AND CASH EQUIVALENTS

 

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.

 

INCOME TAXES

 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. 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.

 

BASIC EARNINGS (LOSS) PER SHARE

 

Basic net earnings (loss) per common share is computed by dividing net earnings (loss) applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. At June 30, 2013 diluted net loss per share is equivalent to basic net loss per share as there are no potentially dilutive securities outstanding and the inclusion of any shares committed to be issued would be anti-dilutive.

 

IMPACT OF NEW ACCOUNTING STANDARDS

 

The Company has implemented all new relevant accounting pronouncements that are in effect through the date of these financial statements. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

Saveene Group Inc.

Notes to Consolidated Financial Statements

June 30, 2013

 

REVENUE RECOGNITION

 

The Company commences operations, revenue will be recognized when all of the following have been met:

 

·

Persuasive evidence of an arrangement exists;

·

Delivery or service has been performed;

·

The customer’s fee is deemed to be fixed or determinable and free of contingencies or significant uncertainties

·

Collectability is probable.

 

NOTE 3 – INCOME TAXES

 

At June 30, 2013 deferred tax assets consist of the following:

 

		June 30, 2013
Federal loss carry forwards		$	106,834
Less: valuation allowance			(106,834	)
		$	–

 

The increase in the valuation allowance for deferred tax assets at June 30, 2013 was $20,273. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of June 30, 2013, and recorded a full valuation allowance.

 

As of June 30, 2013, the effective tax rate is lower than the statutory rate due to net operating losses.

 

The estimated net operating loss carry forwards of $305,239 begin to expire in 2029.

 

NOTE 4 – COMMITMENTS AND CONTINGENCIES

 

Certain conditions may exist which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

Saveene Group Inc.

Notes to Consolidated Financial Statements

June 30, 2013

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they arise from guarantees, in which case the guarantees would be disclosed.

 

At June 30, 2013, the Company was not involved in any litigation.

 

NOTE 5 – GOING CONCERN

 

The Company has a working capital deficit and has incurred losses for the 6 months ending June 30, 2013 of approximately $127,095. As such, the accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

 

Future issuances of the Company’s equity or debt securities maybe be required in order for the Company to continue to finance its growth operations and continue as a going concern.

 

The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that may result from these uncertainties.

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

The Company has received advances from a shareholder to funds its operating costs. At June 30, 2013 the net amount due to the related parties is $269,083 . These advances are considered short-term in nature and are non-interest bearing.

 

NOTE 7 – STOCKHOLDERS’ EQUITY

 

The Company’s articles of incorporation have authorized the Company to issue 270,000,000 shares of its stock., consisting of 250,000,000 shares of $.0001 par value common stock, of which 39,132,559 shares are issued and outstanding, and 20,000,000 shares of $.0001 par value preferred stock, of which none are issued or outstanding. The preferred stock shall have those rights, preferences, and designations as determined by the Board of Directors for each series.

 

NOTE 8 – SUBSEQUENT EVENTS

Management has evaluated subsequent events, and the impact on the reported results and disclosures and determined that there have not been any events that would be required to be reflected in the financial statements or the notes.

 

Item 2.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of the results of operations and financial condition of Saveene Group Inc. should be read in conjunction with the unaudited Financial Statements, and the related notes.. References to “we,” “our,” or “us” in this section refers to the Company and its subsidiaries. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Forward-Looking Statements and Business sections in this prospectus. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

 

Overview

 

Business Development

 

Saveene Group Corp.(“Company”) was incorporated in the State of Delaware on October 31, 2008. On March 7th, 2013, the Company entered into a share exchange agreement (the “Exchange Agreement”) with Saveene Realty Inc. (formerly 2235150 ONTARIO INC) (the “Shareholder”). The managing director of the Shareholder is Andrea Zecevic, who is the Company’s chief executive officer. Pursuant to the Exchange Agreement, the Company issued 27,500,000 shares of Common Stock to the Shareholder in exchange for 3 Common shares of 2235150 ONTARIO INC held by the Shareholder, representing 100% of the outstanding capital stock of Saveene Realty Inc.

 

Saveene Realty Inc. is a Canadian corporation engaged in the business of commercial real estate rental and generates revenues from the commercial properties rental. The purpose of the company is to buy, sell, rent, and improve any and all aspects of real estate. The Company owned one building in Mississauga, Ontario Canada which was sold February 7^TH, 2013. The company is currently seeking new properties to purchase. During current economic downturn, many landlords or commercial building owners prefer to lease rather than self-own the properties so that they are able to preserve the limited cash available in their business. All of them are “potential lessees” of Saveene Realty Inc, which is devoted to help fill that demand.

 

Saveene Realty Inc. also seeks to increase the income from sales of properties. From time to time Saveene Group, Inc. may sell one of its properties and invest in other new properties that have bigger profit margins and thus increase shareholders’ value. 2235150 Ontario Inc. also seeks the acquisition of land, of which planning, financing, community design, and the development of all supporting infrastructure have commenced.

 

For the residential division of Saveene Realty Inc. the focus is on luxury homes, villas, lakefront properties, beach front properties built or offered in the world’s most sought after locations and with Saveene Realty Inc. fits the business model of Saveene Group, Inc. (the “Company”), which focuses on various types of commercial rental property including: office buildings, warehouses, shopping malls, retail stores, and so on.

 

In connection with the foregoing, the Company relied upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

 

Business of Issuer

 

The company has three officers and directors, Andrea Zecevic CEO, Teresa Rubio COO and Keith Roberts CFO. The analysis of new business opportunities and target acquisitions will be undertaken by and under the supervision of Ms Zecevic. We have unrestricted flexibility in seeking, analyzing and acquiring potential business properties.

 

Financial Results and Outlook

 

For the three months ended June 30, 2013, we had incurred a net loss of approximately $57,179 compared to a loss of $14,230 for the same period in 2012. For the six month period ended June 30, 2013, we had incurred a net loss of approximately $127,095 compared to a loss of $21,869 for the same period in 2012.

 

Net cash used by operating activities was $112,047 and net cash provided by financing activities was $129,415 for the six months ended June 30, 2013. The Company’s cash balance at June 30, 2013 was $ 15,317.

 

Critical Accounting Policies

 

The accompanying condensed unaudited interim financial statements included herein have been prepared, without audit or review.

 

The Company has elected a fiscal year ending on December 31.

 

In April 2009, the FASB issued FASB ASC 825-10-50 and FASB ASC 270 (“FSP 107-1 AND APB 28-1 Interim Disclosures About Fair Value Of Financial Instruments”), which increases the frequency of fair value disclosures to a quarterly basis instead of on an annual basis. The guidance relates to fair value disclosures for any financial instruments that are not currently reflected on an entity's balance sheet at fair value. FASB ASC 825-10-50 and FASB ASC 270 are effective for interim and annual periods ending after June 15, 2009. The adoption of FASB ASC 825-10-50 and FASB ASC 270 did not have a material impact on results of operations, cash flows, or financial position.

 

We account for non-employee stock-based compensation in accordance with ASC 718 and ASC Topic 505 (“ASC 505”).  ASC 718 and ASC 505 require that we recognize compensation expense based on the estimated fair value of stock-based compensation granted to non-employees over the vesting period, which is generally the period during which services are rendered by the non-employees.

 

Income Taxes - The Company accounts for its income taxes under the provisions of FASB-ASC-10 “Accounting for Income Taxes.” This statement requires the use of the asset and liability method of accounting for deferred income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, at the applicable enacted tax rates. The Company provides a valuation allowance against its deferred tax assets when the future realizability of the assets is no longer considered to be more likely than not. There were no current or deferred income tax expenses or benefits.

 

Earnings per share is computed in accordance with the provisions of Financial Accounting Standards (FASB) Accounting Standards Codification (ASC) Topic 260 (SFAS No. 128, “Earnings Per Share”). Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common shares outstanding during the period, as adjusted for the dilutive effect of the Company's outstanding convertible preferred shares using the “if converted” method and dilutive potential common shares. Potentially dilutive securities include warrants, convertible preferred stock, restricted shares, and contingently issuable shares.

 

Recent Accounting Pronouncements

 

In May 2009, the FASB issued FASB ASC 855-10 (prior authoritative literature, FSB No. FAS 165, "Subsequent Events"). FASB ASC 855-10 established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. FASB ASC 855-10 is effective for interim or annual financial periods ending after June 15, 2009. FASB ASC 855-10 did not have a material effect on the financial position, cash flows, or results of operations.

 

In June 2009, the FASB issued FASB ASC 105-10 (prior authoritative literature, FSB No. FAS 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162). FASB ASC 105-10 replaces SFAS 162 and establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. FASB ASC 105-10 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. As such, the Company is required to adopt this standard in the current period. Adoption of FASB ASC 105-10 did not have a significant effect on the Company's consolidated financial statements.

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.

 

Comparison of the Six Month Periods Ended June 30, 2013 and 2012

 

General and Administration Expenses

 

General and administration expenses consist primarily of general administrative expenses, bank related charges and professional fees.

 

Bank related charges totaled $ 18,243 for the six month period ended June 30, 2013 and $15,111 for the six months ended June 30, 2012 - consisted primarily of a one penalty charge of $15,000 related to early termination fee of the mortgage on the sale of the building.

 

Professional Fees. Professional fees consist of fees paid to our independent accountants, lawyers and other professionals and consultants. Professional fees totaled $28,918 for the six month period ended June 30, 2013 and $4,000 for the comparable period in 2012 - consisting primarily of commissions and legal fees relating to the sale of the building.

 

Net Loss

 

Our net loss was $127,095 for the six months ended June 30, 2013 comparable to a net loss of $21,869 for the same period of 2012. These were due to the general and administration expenses listed above as well as the loss of $ 28,649 on the sale of the building in February 2013.

 

Liquidity and Capital Resources

 

As of June 30, 2013 and June30, 2012 we had cash and cash equivalents of $ 15,317 and $ -2,051 respectively.

 

Net cash used by operating activities was $112,047 for the six months ended June 30, 2013 and was comprised of our net loss of $127,095, and an increase in accrued expenses of $4,080 and an increase in accounts payable of $6,968.

 

Net cash provided by financing activities was $129,415 for the six months ended June 30, 2013, which resulted primarily from the sale of the building in early February 2013.

 

Net cash provided by financing activities was $-4794 for the same period 2012.

 

Perceived Benefits

 

There are certain perceived benefits to being a reporting company with a class of publicly-traded securities. These are commonly thought to include the following:

 

·

the ability to use registered securities to make acquisitions of assets or businesses;

 

·

increased visibility in the financial community;

 

·

the facilitation of borrowing from financial institutions;

 

·

improved trading efficiency;

 

·

shareholder liquidity;

 

·

greater ease in raising capital;

 

·

compensation of key employees through stock options for which there may be a market valuation;

 

·

enhanced corporate image; and

 

·

a presence in the United States’ capital markets.

 

Potential Target Properties

 

The company is engaged in the business of commercial real estate rental and generates revenues from the commercial properties rental. The purpose of the company is to buy, sell, rent, and improve any and all aspects of real estate.

 

The company also seeks to increase the income from sales of properties. From time to time the company may sell one of its properties and invest in other new properties that have bigger profit margins and thus increase shareholders’ value. In addition, the company also seeks the acquisition of land, of which planning, financing, community design, and the development of all supporting infrastructure have commenced.

 

In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially acquisition opportunities may occur at many different levels, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

 

Form of Acquisition

 

The manner in which the Company participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Company and the promoters of the opportunity and the relative negotiating strength of the Company and such promoters.

 

It is likely that the Company will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called “tax-free” reorganization under Section 368(a) (1) of the Internal Revenue Code of 1986, as amended (“Code”), depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other “tax-free” provisions provided under the Code, our stockholders would, in such circumstances, retain 20% or less of the total issued and outstanding shares of the Company. Under other circumstances, depending upon the relative negotiating strength of the parties, our stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Company prior to such reorganization.

 

In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders’ meeting and obtain the approval of the holders of a majority of the outstanding shares. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal right to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

 

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosures documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.

 

Competitive Conditions

 

We are engaged in the business of commercial real estate rental and generates revenues from the commercial properties rental. The purpose of the company is to buy, sell, rent, and improve any and all aspects of real estate. With the recent sale of its building, the company is currently seeking new properties to purchase. During current economic downturn, many landlords or commercial building owners prefer to lease rather than self-own the properties so that they are able to preserve the limited cash available in their business. All of them are “potential lessees” of Saveene Group Corp, which is devoted to help fill that demand.

 

The company also seeks to increase the income from sales of properties. From time to time Saveene Group, Inc. may sell one of its properties and invest in other new properties that have bigger profit margins and thus increase shareholders’ value. The company also seeks the acquisition of land, of which planning, financing, community design, and the development of all supporting infrastructure have commenced.

 

For the residential division, we will focus on luxury homes, villas, lakefront properties, beach front properties built or offered in the world’s most sought after locations and with great earning potential throughout all seasons.

 

Once additional properties are acquired, we will file a Form 8-K describing the proposed transaction and include audited financial statements of the combined entity as an exhibit to the Form 8-K or in an amendment to the Form 8-K.

 

We are voluntarily filing this Registration Statement with the U.S. Securities and Exchange Commission and we are under no obligation to do so under the Securities Exchange Act of 1934.

 

Reports to Security Holders

 

1.

We will be subject to the informational requirements of the Exchange Act. Accordingly, we will file annual, quarterly and periodic reports, proxy statements, information statements and other information with the SEC.

 

2.

The public may read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. The public may call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings will also be available to the public at the SEC’s web site at http://www.sec.gov.

 

Item 3.  Quantitative and Qualitative Disclosure about Market Risk.

 

Not applicable.

 

Item 4.  Controls and Procedures.

 

(a)

Evaluation of disclosure controls and procedures.

 

We conducted an evaluation under the supervision and with the participation of our management, under the supervision of Andrea Zecevic, our Chief Executive Officer , of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2012, and again as of June 30, 2013, that our disclosure controls and procedures have been improved and were effective at the reasonable assurance level in our internal controls over financial reporting discussed immediately below.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

 

(1)

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 

(2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

 

(3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2012, and again as of June 30, 2013. In making this assessment, management used the framework set forth in the report entitled Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits us to provide only management's report in this annual report.

 

Identified Material Weaknesses and Significant Deficiencies

 

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected. Management identified no such material weakness or deficiency during its assessment of our internal control over financial reporting as of December 31, 2012, and again as of June 30, 2013.

 

(b)

Changes in Internal Control over Financial Reporting

 

During the quarter ended June30, 2013, we did not make any changes in our internal controls over financial reporting.

 

 

PART II – OTHER INFORMATION

 

 

Item 1.  Legal Proceedings.

 

The Company is not aware of any threatened or pending litigation against the Company.

 

Item 1A.  Risk Factors.

 

Not applicable.

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

 

On January 24, 2013 - the Purchase of 7,500,000 shares of common stock by Andre Zecevic for $1,000.

 

On March 13, 2013, the Company entered into a share exchange agreement (the “Exchange Agreement”) with 2235150 ONTARIO INC (the “Shareholder”). The managing director of the Shareholder is Andrea Zecevic, who is the Company’s chief executive officer. Pursuant to the Exchange Agreement, the Company issued 27,500,000 shares of Common Stock to the Shareholder in exchange for 3 Common shares of 2235150 ONTARIO INC held by the Shareholder, representing 100% of the outstanding capital stock of 2235150 ONTARIO INC.

 

Item 3.  Defaults upon Senior Securities.

 

None.

 

Item 4.  (Removed and Reserved).

 

Not applicable.

 

Item 5.  Other Information.

 

None.

 

Item 6.  Exhibits.

 

See Exhibit Index below for exhibits required by Item 601 of regulation S-K.

 

 

 

 

 

EXHIBIT INDEX

 

List of Exhibits attached or incorporated by reference pursuant to Item 601 of Regulation S-K:

 

Exhibit	Description
3(i).1*	Certificate of Incorporation of Saveene Group Corp, Inc. filed October 31, 2008, with the Secretary of State of Delaware
3(i).2*	Certificate of Amendment to the Certificate of Incorporation of Saveene Group Corp, Inc. filed on March 10, 2010, with the Secretary of State of Delaware
3(ii)	By-Laws of Saveene Group Corp, Inc.
14 *	Code of Business Conduct and Ethics
31.1 **	Certification under Section 302 of Sarbanes-Oxley Act of 2002.
32.1 **	Certification under Section 906 of Sarbanes-Oxley Act of 2002.

 

101**	Interactive data files

 

*

Exhibits incorporated herein by reference. File No. 333-165726.

**

Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

	Saveene Group Corp
Date:  August 13, 2013	By:	/s/Andrea Zecevic
		Andrea Zecevic
		President, Chief Executive Officer