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EX-32.1 - EXHIBIT 32 - AERVISION HOLDINGS, INC.ex32.htm
EX-31.2 - EXHIBIT 31.2 - AERVISION HOLDINGS, INC.ex312.htm
EX-31.1 - EXHIBIT 31.1 - AERVISION HOLDINGS, INC.ex311.htm
EXCEL - IDEA: XBRL DOCUMENT - AERVISION HOLDINGS, INC.Financial_Report.xls
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
(Mark One)
   
     
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2013
 
OR
     
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_______ to _______
 
Commission file number 000-54614

AERVISION HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 

Delaware
000-54614
45-4511161
(State of Incorporation)
(Commission File No.)
(IRS Employer ID No.)
 
 
One Campbell Parkway, East Wenatchee. WA 
 98802 
   Address of Principal Executive Offices    Zip Code
 
Registrant’s Telephone Number, Including Area Code: (509) 539-0071
 
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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act):

Large Accelerated Filer o
 
Accelerated Filer o
 
Non-Accelerated Filer o
 
Smaller Reporting Company þ
             
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No þ
 
Indicate the number of shares outstanding of each of the issuer’s classes of the common stock, as of the latest practicable date: Common Stock, $0.0001 par value: 26,350,000 shares outstanding as of November 14, 2013.
 
 
 

 
 
TABLE OF CONTENTS
 
 
     
Page(s)
 
PART I – FINANCIAL INFORMATION:
     
         
Item 1.
Financial Statements (unaudited):
   
3
 
           
 
Condensed Balance Sheets as of September 30, 2013 (unaudited) and March 31, 2013 (audited)
   
3
 
           
 
Condensed Statements of Operations for the three and six months ended September 30, 2013 and 2012 and period from inception (February 6, 2012) through September 30, 2013 (unaudited)
   
4
 
           
 
Condensed Statements of Cash Flows for the six months ended September 30, 2013 and 2012 and period from inception (February 6, 2012) through September 30, 2013 (unaudited)
   
5
 
           
 
Notes to Condensed Financial Statements (unaudited)
   
7
 
           
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
   
12
 
           
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
   
13
 
           
Item 4T
Controls and Procedures
   
13
 
           
PART II – OTHER INFORMATION:
       
           
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
   
14
 
           
Item 4.
(Reserved and Removed)
   
14
 
           
Item 5.
Other Information
   
14
 
           
Item 6.
Exhibits
   
15
 
           
 
Signatures
   
16
 
 
 
- 2 -

 
 
PART I — FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS

AERVISION HOLDINGS, INC.
(A Development Stage Company)
 
CONDENSED BALANCE SHEETS
 
   
September 30,
2013
   
March 31,
2013
 
Assets:
 
(Unaudited)
   
(Audited)
 
             
Current Assets:
           
             
Cash
 
$
-
   
$
-
 
Total Assets
 
$
-
   
$
-
 
                 
Liabilities and Shareholders' Deficit:
               
                 
Current Liabilities:
               
                 
Due to shareholder
 
$
14,000
         
Bank Overdraft
   
48
     
-
 
Total Liabilities
   
       14,048
     
-
 
                 
Shareholders' Deficit:
               
                 
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding
   
-
     
-
 
As of September 30, 2013 and March 31, 2013, respectively.
               
Common stock, $0.0001 par value, 100,000,000 shares authorized, 26,350,000 and 5,000,000
shares issued and outstanding as of September 30, 2013 and March 31, 2013, respectively
   
2,635
     
500
 
Additional paid-in capital
   
4,950
     
5,100
 
Accumulated deficit
   
(21,633
)
   
(5,600
)
                 
Total Stockholders' deficit
   
(14,048
)
   
-
 
Total Liabilities and Shareholders' deficit
 
 $
-
   
 $
-
 
 
The accompanying notes are an integral part of these condensed financial statements.
 
 
- 3 -

 

AERVISION HOLDINGS, INC.
(A Development Stage Company)
 
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
                           
Inception
 
                           
(February 6,
2012)
through
 
   
Three months ended
    Six months ended    
September 30,
 
   
September 30,
2013
   
September 30,
2012
   
September 30,
2013
   
September 30,
2012
   
2013
(Cumulative)
 
                               
                               
Revenues
  $     $     $     $     $  
                                         
Operating expenses
                                       
General and administrative
    6,500       1,800       16,033       2,400       21,633  
                                         
Net loss
  $ (6,500 )   $ (1,800 )   $ (16,033 )   $ (2,400 )   $ (21,633 )
                                         
Basic and diluted net loss per share
    (0.00 )     (0.00     $ -       (0.00          
                                         
Shares used in basic and diluted net loss per share
  $ 5,000,000     $ 5,000,000     $ 5,000,000     $ 5,000,000          
 
The accompanying notes are an integral part of these condensed financial statements.
 
 
- 4 -

 
 
AERVISION HOLDINGS, INC.
(A Development Stage Company)
 
CONDENSED STATEMENT OF SHAREHOLDERS’ DEFICIT
 
   
Common Stock
                   
   
Shares
   
Amount
   
Additional
Paid-In
Capital
   
Accumulated
Deficit
   
Total
 
                     
 
       
Issurance of Common Stock to Founders for cash
    5,000,000     $ 500     $ 1,500     $ -     $ 2,000  
Net Loss
                            (1,800 )     (1,800 )
Balance at March 31, 2012 (Audited)
    5,000,000       500       1,500       (1,800 )     200  
                                         
Shareholder forgiveness of debt
     -        -       3,600        -       3,600  
Net Loss
     -        -        -       (3,800 )     (3,800 )
                                         
Balance at March 31, 2013 (Audited)
    5,000,000       500       5,100       (5,600 )     -  
                                         
Issuance of Common Stock under subscription agreement with NorthShore Variables LLC, April 18, 2013, at $.0001 per share      23,350,000      
2,335
                       
2,335
 
                                         
Tender of shares by founder, April 18, 2013 at $.0001 per share
     (3,500,000    
(350
     -        -        (350
                                         
Issuance of Common Stock under consulting agreement April 23, 2013, at $.0001 per share
     
1,500,000
       150        (150      -        -  
                                         
Net loss
                           
(16,033
)    
(16,033
)
Balance at September 30, 2013 (Unaudited)
    26,350,000     $
2,635
    $
4,950
    $
(21,633
)   $ (14,048 )

The accompanying notes are an integral part of these condensed financial statements.

 
- 5 -

 

AERVISION HOLDINGS, INC.
(A Development Stage Company)
 
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
For the Six
months ended
September 30,
2013
   
For the six
months ended
September 30,
2012
   
Cumulative
since
February 6, 2012
(inception) to
September 30,
2013
 
Operating Activities
                 
                   
Net loss
 
$
(16,033
)
 
$
(2,400)
   
$
(21,633
)
Changes in Assets and Liabilities
                       
Net Cash used in operations
   
(16,033
)
   
  (2,400)
     
(21,633
)
                         
Financing Activities
                       
                         
Due to Shareholder
   
14,000
     
2,400
     
17,600
 
Issuance of Common Stock
   
         2,335
     
 -
     
4,335
 
Redemption of shares
   
(350)
     
-
     
(350)
 
Bank Overdraft
   
48
     
-
     
48
 
Net Cash provided by financing activities
   
16,033
     
2,400
     
21,633
 
                         
Net increase in cash
   
-
     
-
     
-
 
Cash at the Beginning of the Period:
   
-
     
200
     
-
 
Cash at the End of the Period
 
$
-
   
$
200
   
$
-
 
 
The accompanying notes are an integral part of these condensed financial statements.
 
 
- 6 -

 

AERVISION HOLDINGS, INC.
(A Development Stage Company)
Notes to Condensed Financial Statements
September 30, 2013
 (unaudited)
  
 
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a)
Organization and Business:
 
Accelerated Acquisitions XXII, Inc. (“the Company”) was incorporated in the state of Delaware on February 6, 2012 for the purpose of raising capital that is intended to be used in connection with its business plan which may include a possible merger, acquisition or other business combination with an operating business.
 
On April 18, 2013, NorthShore Variables LLC (“Purchaser”) agreed to acquire 23,350,000 shares of the Company’s common stock par value $0.0001 for a price of $0.0001 per share.  At the same time, Accelerated Venture Partners, LLC agreed to tender 3,500,000 of their 5,000,000 shares of the Company’s common stock par value $0.0001 for cancellation.  Following these transactions, NorthShore Variables LLC owned approximately 94% of the Company’s 24,850,000 issued and outstanding shares of common stock par value $0.0001 and the interest of Accelerated Venture Partners, LLC was reduced to approximately 6% of the total issued and outstanding shares.  Simultaneously with the share purchase, Timothy Neher resigned as President, Secretary and Treasurer and a Director of the Company and Joseph Sandlin was simultaneously appointed to the office of Chief Executive Officer, President, Secretary, Treasurer and a Director of the Company.  The Purchaser used its working capital to acquire the Shares. The Purchaser did not borrow any funds to acquire the shares.
 
The Company is currently in the development stage. All activities of the Company to date relate to its organization, initial funding and share issuances.

(b)
Basis of Presentation

The accompanying interim financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted for interim financial statement presentation and in accordance with the instructions to Regulations S-K. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statement presentation. In the opinion of management, all adjustments for a fair statement of the results and operations and financial position for the interim periods presented have been included. All such adjustments are of a normal recurring nature. The financial information should be read in conjunction with the Financial Statements and notes thereto included in the Company’s Form 10-K Annual Report for the year ended March 31, 2013. The financial statements presented herein may not be indicative of the results of the Company for the year ending March 31, 2014.

(c)
Use of Estimates:

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 amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(d)
Emerging Growth Company 

We are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
 
 
- 7 -

 
 
AERVISION HOLDINGS, INC.
(A Development Stage Company)
Notes to Condensed Financial Statements
September 30, 2013
 (unaudited)
 
 
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)
 
Under the Jumpstart Our Business Startups Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected not to avail ourselves to this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

(e)
Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of September 30, 2013 and March 31, 2013.
 
(f)
Loss per Common Share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company has incurred a loss during the current period, therefore any potentially dilutive shares are excluded, as they would be anti-dilutive. The Company does not have any potentially dilutive instruments for this reporting period.
 
(g)
Recent Accounting Pronouncements
 
Not Adopted
 
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements
 
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
 

NOTE 2 - GOING CONCERN

The accompanying condensed financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying condensed financial statements, the Company has a deficit accumulated during the development stage, used cash from operations since its inception, and has negative working capital at September 30, 2013. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to continue as a going concern is also dependent on its ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however there is no assurance of additional funding being available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise as a result of this uncertainty.
 
 
- 8 -

 
 
 
AERVISION HOLDINGS, INC.
(A Development Stage Company)
Notes to Condensed Financial Statements
September 30, 2013
 (unaudited)
 
 
NOTE 3 - EQUITY TRANSACTIONS

Preferred Stock

The Company has authorized 10,000,000 shares of preferred stock, with a par value of $0.0001 per share. The Company’s Board of Directors has the ability to determine the rights and preferences of any series of preferred stock issued. There are no shares of preferred stock currently issued or outstanding.

Common Stock

The Company has authorized 100,000,000 shares of common stock, with a par value of $0.0001 per share.

At inception (February 6, 2012), the Company issued 5,000,000 shares of common stock to Accelerated Venture Partners, LLC (“AVP”) for $2,000.

On April 18, 2013, AVP tendered 3,500,000 shares to the Company for cancellation.

On April 18, 2013, the Company issued 23,350,000 shares of common stock to NorthShore Variables LLC at par value.

On April 23, 2013, the Company granted AVP an option to purchase 1,500,000 shares of common stock at par value in exchange for certain consulting services, and AVP immediately exercised this option. The Company has the option to repurchase the shares exercised under the option at par value if the below milestones are not met within the 12 month contract period:

·
Milestone 1 – Company’s right of repurchase will lapse with respect to 60% of the shares upon securing $10 million in available cash from funding;
·
Milestone 2 – Company’s right of repurchase will lapse with respect to 40% of the Shares upon securing $20 million in available cash (inclusive of any amounts attributable to Milestone 1).

As of September 30, 2013, there were 26,350,000 shares issued and outstanding and 5,962,500 shares of common stock were reserved for issuance under the Company’s Stock Option Plan and 5,962,500 of these shares remained available for future issuance as of September 30, 2013. There were 67,687,500 shares of common stock available for future issuance.
 
 
- 9 -

 

AERVISION HOLDINGS, INC.
(A Development Stage Company)
Notes to Condensed Financial Statements
September 30, 2013
 (unaudited)
 


NOTE 4 - RELATED PARTY TRANSACTIONS

At inception, the Company has issued 5,000,000 shares of restricted common stock to AVP for initial funding, in the amount of $2,000.The Company does not have employment contracts with its sole officer and director, who is the majority shareholder.
 
The sole officer and director of the Company is also the managing partner of NorthShore Variables LLC the majority shareholder of the Company. See Note 1 for a description of the NorthShore transaction. A conflict may arise in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.
 
We depend on our sole officer and director to provide the Company with the necessary funds to implement our business plan, as necessary. The Company does not have a funding commitment or any written agreement for our future required cash needs.
 
The Accelerated Venture Partners has advanced funds, as necessary. These advances are considered temporary in nature and are payable on demand. There is no formal document describing the terms of this arrangement (maturity date and interest rates) and the shareholder advance to-date of $17,600, $3,600 was forgiven leaving $14,000 due to AVP. See Note 3 for a description of the stock transactions involving AVP. See Note 5 for a description of commitments to AVP
 
The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the sole officer and director of the Company to use at no charge.
 
The above amount is not necessarily indicative of the amount that would have been incurred had a comparable transaction been entered into with independent parties.
 
 
NOTE 5 - INCOME TAXES

The Company has incurred net operating losses since inception. The Company has not reflected any benefit of such net operating loss carry forward in the financial statements.

In assessing the realization of 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.
 
 
- 10 -

 
 
 
AERVISION HOLDINGS, INC.
(A Development Stage Company)
Notes to Condensed Financial Statements
September 30, 2013
 (unaudited)
 
 
NOTE 5 - INCOME TAXES (continued)
 
Based on the level of historical taxable losses and projections of future taxable income (losses) over the periods in which the deferred tax assets can be realized, management currently believes that it is more likely than not that the Company will not realize the benefits of these deductible differences. Accordingly, the Company has provided a valuation allowance against the gross deferred tax assets.

As of September 30, 2013, the Company had a net operating loss carryforward of approximately $21,633 which will begin to expire in the tax year 2028.
 
Federal tax laws impose significant restrictions on the utilization of net operating loss carryforwards and research and development credits in the event of a change in ownership of the Company, as defined by the Internal Revenue Code Section 382. The Company’s net operating loss carryforwards and research and development credits may be subject to the above limitations.
 
The relevant FASB standard resulted in no adjustments to the Company’s liability for unrecognized tax benefits. As of the date of adoption and as of September 30, 2013 there were no unrecognizable tax benefits. Accordingly, a tabular reconciliation from beginning to ending periods is not provided. The Company will classify any future interest and penalties as a component of income tax expense if incurred. To date, there have been no interest or penalties charged or accrued in relation to unrecognized tax benefits. The Company is subject to federal and state examinations for the year 2012 forward. There are no tax examinations currently in progress.
 

NOTE 6. COMMITMENTS AND CONTINGENCIES
 
On April 23, 2013, the Company entered into a Consulting Services Agreement with AVP.  The agreement requires AVP to provide the Company with certain advisory services that include reviewing the Company’s business plan, identifying and introducing prospective financial and business partners, and providing general business advice regarding the Company’s operations and business strategy. Cash compensation of $600,000 is due upon the Company securing $10 million in available cash from funding, and an additional $600,000 is due upon the Company securing $20 million in available cash from funding (inclusive of the first $10 million) within the 12 month contract period. The cash compensation is to be paid to AVP at the rate of $50,000 per month of services.  The Company will defer payment of such cash compensation until the Company has achieved Milestone 1. Notwithstanding the foregoing, if the Company terminates the Agreement for Cause prior to Milestone 1, the Consultant will not be entitled to, and hereby waives any right to receive, any cash compensation.
 
As permitted under Delaware law and in accordance with its Bylaws, the Company indemnifies its officers and directors for certain expenses incurred from legal or other proceedings that arise as a result of the director or officer’s service to the Company. There is no limitation on the term of the indemnification and the maximum amount of potential future indemnification is unlimited. The Company currently does not have a directors and officers insurance policy that could limit its exposure and enable it to recover a portion of any future amounts paid. The Company believes the fair value of these officer and director indemnification agreements is minimal, and, accordingly, has not recorded any liabilities for these agreements as of September 30, 2013 and September 30, 2012, respectively.

From time to time, the Company may be involved in claims and other legal matters arising in the ordinary course of business. Management is not currently aware of any matters that it believes are likely to have a material adverse effect on its financial position or results of operations.
 
 
- 11 -

 
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

AerVision Holdings, Inc. (“we”, “our”, “us” or the “Company”) was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
 
Results of Operations
 
For the six months ending September 30, 2013 the Company had no revenues and incurred $16,033 of general and administrative expenses and for the six months ending September 30, 2012 incurred $2,400 of general and administrative expenses.

For the six months ending September 30, 2013 the Company had no revenues and incurred $14,048 of general and administrative expenses and for the three months ending September 30, 2012 incurred $2,400 of general and administrative expenses.

For the period from inception (February 6, 2012) through September 30, 2013, the Company had no activities that produced revenues from operations and had a net loss of $(21,633), due to legal, accounting, audit and other professional service fees incurred in relation to the formation of the Company and the filing of the Company’s Registration Statement on Form 10 filed in February 2012 and other SEC-related compliance matters.
 
Liquidity and Capital Resources
 
As of September 30, 2013, the Company had no assets and had $14,048 in current liabilities.
 
The following is a summary of the Company's cash flows from operating, investing, and financing activities:
 
For the Cumulative Period from Inception (February 6, 2012) through September 30, 2013
 
Operating activities
 
$
(4,033)
 
Investing activities
   
        -
 
Financing activities
 
$
4,033
 
         
Net effect on cash
 
$
-
 
 
The Company has nominal assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.
 
Plan of Operations
 
The Company currently does not engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury.
 
During the next twelve months we anticipate incurring costs related to:
 
 
- 12 -

 
 
 
(i)
filing of reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
 
(ii)
consummating an acquisition.
 
We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our sole stockholder, management or other investors.
 
The Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
 
Since our Registration Statement on Form 10SB became effective, our officers and sole director have had limited contact or discussions with representatives of other entities regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
 
The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries 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.
 
Off-Balance Sheet Arrangement
 
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
 
 
ITEM 4T. CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2010. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
 
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Changes in Internal Control Over Financial Reporting
 
There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the fiscal quarter ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 
PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

To the best knowledge of the sole officer and sole director, the Company is not a party to any legal proceeding or litigation.

ITEM 1A. RISK FACTORS.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. (REMOVED AND RESERVED).

None.

ITEM 5. OTHER INFORMATION.

None.

 
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ITEM 6. EXHIBITS.
 
Exhibit No.
 
Description
     
31.1
 
Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
     
31.2
 
Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
     
32.1
 
Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
     
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.INS
 
XBRL Instance Document
     
101.SCH
 
XBRL Taxonomy Extension Schema Document
     
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
     
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document

 
 
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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.
 

Dated: November 14, 2013
     
 
AERVISION HOLDINGS, INC.
 
       
 
By:
/s/ D. Joseph Sandlin
 
 
D. Joseph Sandlin
 
 
President/ CEO
 
 

 
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EXHIBIT INDEX
 
 
Exhibit No.
 
Description
     
31.1
 
Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
     
31.2
 
Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
     
32.1
 
Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
     
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.INS
 
XBRL Instance Document
     
101.SCH
 
XBRL Taxonomy Extension Schema Document
     
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
     
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document


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