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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
  For the quarterly period ended April 30, 2014
   
[  ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
   
  For the transition period from to __________
   
  Commission File Number: 333-171305

 

Avante Systems, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada 99-0362655
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

 

Room 709-710, 7/F Tower 1,

Silvercord Centre, Tsim Sha Tsui, Kowloon,

Hong Kong

(Address of principal executive offices)

 

852-3111-3951
(Registrant’s telephone number)
 
_______________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

 

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 [X] No

 

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). [ ] Yes [X] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

[ ] Large accelerated filer

[ ] Non-accelerated filer

[ ] Accelerated filer

[X] Smaller reporting company

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,350,000 common shares as of June 6, 2014.

 

1

 

  TABLE OF CONTENTS

 

Page

PART I – FINANCIAL INFORMATION
     
Item 1: Financial Statements  3
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations  4
Item 3: Quantitative and Qualitative Disclosures About Market Risk  5
Item 4: Controls and Procedures  5
 
PART II – OTHER INFORMATION
 
Item 1: Legal Proceedings  6
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds  6
Item 3: Defaults Upon Senior Securities  6
Item 4: Mine Safety Disclosure  6
Item 5: Other Information  6
Item 6: Exhibits  6

 

2

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Our consolidated financial statements included in this Form 10-Q are as follows:

 

F-1 Consolidated Balance Sheets as of April 30, 2014 and October 31, 2013 (unaudited)
F-2 Consolidated Statements of Operations for the three and six months ended April 30, 2014 and 2013 and period from August 12, 2010 (Inception) to April 30, 2014 (unaudited)
F-3 Consolidated Statements of Cash Flows for the six months ended April 30, 2014 and 2013 and period from August 12, 2010 (Inception) to April 30, 2014 (unaudited)
F-4 Notes to Consolidated Financial Statements

 

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended April 30, 2014 are not necessarily indicative of the results that can be expected for the full year.

 

3

 

AVANTE SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS (unaudited)

AS OF APRIL 30, 2014 AND OCTOBER 31, 2013

  

  April 30, 2014  October 31, 2013
ASSETS          
Current Assets          
Cash and equivalents  $34,704   $44,088 
Prepaid expenses   12,648    17,722 
TOTAL ASSETS  $47,352   $61,810 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
Current Liabilities          
Accrued expenses  $3,520   $6,070 
Due to officer   1,700    0 
Total Liabilities   5,220    6,070 
Stockholders’ Equity (Deficit)          
Common Stock, $.001 par value, 90,000,000 shares authorized, 2,350,000 and 2,350,000 shares issued and outstanding, respectively   2,350    2,350 
Preferred Stock, $.001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding   0    0 
Additional paid-in capital   159,197    159,197 
Deficit accumulated during the development stage   (119,415)   (105,807)
Total stockholders’ equity (deficit)   42,132    55,740 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)  $47,352   $61,810 

 

See accompanying notes to financial statements.

 

F-1


 

AVANTE SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

FOR THE THREE MONTHS AND SIX MONTHS ENDED APRIL 30, 2014 AND 2013

FOR THE PERIOD FROM AUGUST 12, 2010 (INCEPTION) TO APRIL 30, 2014

 

  Three months ended
April 30, 2014
  Three months ended
April 30, 2013
  Six months ended
April 30, 2014
  Six months ended
April 30, 2013
  Period from
August 12, 2010
(Inception) to
April 30, 2014
REVENUES  $0   $0   $0   $0   $0 
OPERATING EXPENSES                         
Organization costs   0    0    0    0    320 
Bank charges   54    0    66    0    191 
Professional fees   7,354    2,000    13,542    9,269    118,917 
TOTAL OPERATING EXPENSES   7,408    2,000    13,608    9,269    119,428 
LOSS FROM OPERATIONS   (7,408)   (2,000)   (13,608)   (9,269)   (119,428)
OTHER INCOME (EXPENSES)                         
Interest income   0    0    0    0    13 
LOSS BEFORE PROVISION FOR INCOME TAXES   (7,408)   (2,000)   (13,608)   (9,269)   (119,415)
PROVISION FOR INCOME TAXES   0    0    0    0    0 
NET LOSS  $(7,408)  $(2,000)  $(13,608)  $(9,269)  $(119,415)
NET LOSS PER SHARE: BASIC AND DILUTED  $(0.00)  $(0.00)  $(0.00)  $(0.00)     
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED   2,350,000    2,533,333    2,350,000    2,579,166      

  

 

See accompanying notes to financial statements.

 

F-2

 


AVANTE SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

FOR THE SIX MONTHS ENDED APRIL 30, 2014 AND 2013

FOR THE PERIOD FROM AUGUST 12, 2010 (INCEPTION) TO APRIL 30, 2014

 

  Six months ended
April 30, 2014
  Six months ended
April 30, 2013
  Period from
August 12, 2010
(Inception) to
April 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES               
Net loss for the period  $(13,608)  $(9,269)  $(119,415)
Changes in assets and liabilities:               
(Increase) decrease in prepaid expenses   5,074    169    (12,648)
Increase (decrease) in accrued expenses   (2,550)   5,350    3,520 
Net Cash Used by Operating Activities   (11,084)   (3,750)   (128,543)
CASH FLOWS FROM FINANCING ACTIVITIES               
Proceeds from sales of common stock   0    50,000    102,500 
Proceeds from officer loan   1,700    3,750    60,747 
Net Cash Provided by Financing Activities   1,700    53,750    163,247 
Net Increase (Decrease) in Cash and Cash Equivalents   (9,384)   50,000    34,704 
Cash and cash equivalents, beginning of period   44,088    0    0 
Cash and cash equivalents, end of period  $34,704   $50,000   $34,704 
SUPPLEMENTAL CASH FLOW INFORMATION               
Interest paid  $0   $0   $0 
Income taxes paid  $0   $0   $0 
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION               
Forgiveness of amount due to officer recorded as contributed capital  $0   $0   $59,047 

 

See accompanying notes to financial statements.

 

F-3

 

AVANTE SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2014

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Business

Avante Systems, Inc. (“Avante” and the “Company”) is a development stage company and was incorporated in Nevada on August 12, 2010. The Company was formed for the purpose of developing, manufacturing, and selling a video camera integrated with a 3G mobile phone module specifically for use in schools, child/eldercare facilities, and residences in Asia. On January 28, 2014, the Company acquired a 100% ownership interest in Evolv3D Printers Corp. from its sole officer.

 

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, and there has been no significant revenues there from.

 

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.

 

Principles of Consolidation

These financial statements include the accounts of the Company and its 100% subsidiary, Evolv3D Printers Corp. All material intercompany accounts and transactions have been eliminated in consolidation

 

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted an October 31 fiscal year end.

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

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.

 

Fair Value of Financial Instruments

Avante’s financial instruments consist of cash and cash equivalents, prepaid expenses, accrued expenses and an amount due to an officer. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

F-4

 

AVANTE SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2014

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

Revenue Recognition

The Company will recognize revenue when products are fully delivered or services have been provided and collection is reasonably assured.

 

Loss Per Common Share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss 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 does not have any potentially dilutive 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.

 

As of April 30, 2014, the Company has not issued any stock-based payments to its employees.

 

Recent Accounting Pronouncements

Avante 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.

 

NOTE 2 – PREPAID EXPENSES

 

Prepaid expenses at April 30, 2014 consisted of an advance paid to the Company’s attorney for services to be rendered for periods after the Company’s year-end.

 

NOTE 3 – ACCRUED EXPENSES

 

Accrued expenses consisted of the following at April 30, 2014 and October 31, 2013:

 

   2014  2013
Audit fees  $0   $4,250 
Legal fees   1,220    1,220 
Accounting fees   2,300    600 
Transfer agent fees   0    0 
Total Accrued Expenses  $3,520   $6,070 

 

F-5

 

AVANTE SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2014

 

NOTE 4 – DUE TO OFFICER

 

During the year ended October 31, 2011, an officer and shareholder loaned the Company $1,500 to help fund operations. The officer loaned an additional $42,147 and $15,400 during the years ended October 31, 2013 and 2012, respectively. During the year ended October 31, 2013, the officer forgave the entire balance due and the amount has been recorded as contributed capital. During the period ended April 30, 2014 a shareholder paid expenses of $ 1,700 on behalf of the Company. The balance due to the officer was $1,700 and $0 as of April 30, 2014 and October 31, 2013, respectively. The loans were non-interest bearing, unsecured and due upon demand.

 

NOTE 5 – CAPITAL STOCK

 

The Company has 90,000,000 shares of $0.001 par value common stock authorized and 10,000,000 shares of $0.001 par value preferred stock authorized.

 

During the period ended October 31, 2010, the Company issued 2,625,000 shares of common stock at $0.02 per share for total cash proceeds of $52,500.

 

During the year ended October 31, 2013, the Company issued 1,000,000 shares of common stock at $0.05 per share for total cash proceeds of $50,000.

 

Also during the year ended October 31, 2013, an officer returned and cancelled 1,275,000 shares of common stock.

 

The Company has 2,350,000 shares of common stock issued and outstanding as of April 30, 2014. There are no shares of preferred stock issued and outstanding as of April 30, 2014.

 

NOTE 6 – INCOME TAXES

 

For the period ended April 30, 2014, Avante has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $119,415 at April 30, 2014, and will expire beginning in the year 2031.

 

The provision for Federal income tax consists of the following for the periods ended April 30:

 

   2014  2013
Federal income tax benefit attributable to:          
Current operations  $4,627   $3,150 
Less: valuation allowance   (4,627)   (3,150)
Net provision for Federal income taxes  $0   $0 

 

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

 

  April 30, 2014  October 31, 2013
Deferred tax asset attributable to:          
Net operating loss carryover  $40,601   $35,974 
Less: valuation allowance   (40,601)   (35,974)
Net deferred tax asset  $0   $0 

 

F-6

 

AVANTE SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2014

 

NOTE 6 – INCOME TAXES (CONTINUED) 

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $119,415 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

Avante neither owns nor leases any real or personal property. An officer has provided office space without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

 

NOTE 8 – LIQUIDITY AND GOING CONCERN

 

Avante has limited working capital, has not yet received revenues from sales of products or services, and has incurred operating losses since its inception. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

 

The ability of Avante to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

 

NOTE 9 – RELATED PARTY TRANSACTIONS

 

During the year ended October 31, 2011, an officer and shareholder loaned the Company $1,500 to help fund operations. The officer loaned an additional $42,147 and $15,400 during the years ended October 31, 2013 and 2012, respectively. During the year ended October 31, 2013, the officer forgave the entire balance due and the amount has been recorded as contributed capital. During the period ended April 30, 2014 a shareholder paid expenses of $ 1,700 on behalf of the Company. The balance due to the officer was $1,700 and $0 as of April 30, 2014 and October 31, 2013, respectively. The loans were non-interest bearing, unsecured and due upon demand.

 

NOTE 10 – SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to April 30, 2014 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above.

 

F-7

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

Company Overview

 

We plan to design, develop, manufacture, market, sell, and support a range of 3D print technology systems and services that are uniquely targeted to several key markets, mainly: rapid manufacturing, rapid prototyping and unique “one off” design.

 

We believe our advantage will be the adoption of a “direct model” that allows us to enter these markets quickly with new and relevant technology to meet changing customer needs, build systems to order, provide expert services tailored to differing customer needs, and maintain low levels of inventory and capital investment as well as facilitate consistent delivery, which will lead to profitability and strong performance across our business segments.

 

To date, we have not had any sales on our printers, no distribution channels in place, no sales force other than our management, and no material contracts in connection with our business plan. We are a development stage company and can provide no assurance that we will be able to successfully implement our business plan, achieve sales, compete in this business space, or continue as a going concern.

 

Our corporate address to Room 709-710, 7/F Tower 1, Silvercord Centre, Tsim Sha Tsui, Kowloon, Hong Kong. Our telephone number is 852-3111-3951.

 

Results of operations for the three and six months ended April 30, 2014 and 2013, and for the period from Inception (August 12, 2010) to April 30, 2014

 

We have not earned any revenues since our inception on August 12, 2010. We are presently in the development stage of our business and we can provide no assurance that we will develop a viable product, or if such product is developed, that we will be able to generate sufficient sales and enter into commercial production.

 

We incurred operating expenses in the amount of $7,408 for the three months ended April 30, 2014, as compared with $2,000 for the same period ended 2013. We incurred operating expenses in the amount of $13,608 for the six months ended April 30, 2014, as compared with $9,269 for the same period ended 2013. We incurred operating expenses in the amount of $119,428 for the period from August 12, 2010 (Inception) to April 30, 2014. The amounts for each mentioned period was mainly attributable to professional fees. 

 

We incurred a net loss in the amount of $7,408 for the three months ended April 30, 2014, as compared with $2,000 for the same period ended 2013. We incurred a net loss in the amount of $13,608 for the six months ended April 30, 2014, as compared with $9,269 for the same period ended 2013. We incurred a net loss in the amount of $110,596 for the period from August 12, 2010 (Inception) to April 30, 2014. Our losses for each period are attributable to operating expenses together with a lack of any revenues.

 

Liquidity and Capital Resources

 

As of April 30, 2014, we had total current assets of $47,352. Our total current liabilities as of April 30, 2014 were $5,220. As a result, we had working capital of $42,132 as of April 30, 2014.

Operating activities used $11,084 in cash for the six months ended April 30, 2014. Our net loss of $13,608 was the main reason for our negative operating cash flow.

The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 

4

 

Off Balance Sheet Arrangements

 

As of April 30, 2014, there were no off balance sheet arrangements.

 

Going Concern

 

We have limited working capital, have incurred losses since inception, and have not yet received revenues from sales of products or services. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

 

Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of April 30, 2014. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of April 30, 2014, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of April 30, 2014, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

 

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending October 31, 2014: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the three months ended April 30, 2014 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

 

5

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

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

 

None

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

Exhibit Number Description of Exhibit
31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101** The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2014 formatted in Extensible Business Reporting Language (XBRL).

**Provided herewith

 

6

 

SIGNATURES

 

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

 

  Avante Systems, Inc.
   
Date: June 10, 2014
   
By:

/s/ Yuen Hong Szeto

Yuen Hong Szeto

Title: Chief Executive Officer and Director

 

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