10QSB 1 wtswq073107.htm PREPARED BY: MHUEBOTTER@HOTMAIL.COM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

 

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934.
For the quarterly period ended July 31, 2007

 

 

[  ]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from ________ to ________

 

 

Commission file number 000-1084370

 

 

BUSINESS.VN INC. (FORMERLY WORLDTRADESHOW.COM, INC.)
(Name of small business issuer in its charter)

 

 

NEVADA
(State or other jurisdiction of
incorporation or organization)

88-0355407
(IRS Employer identification No.)

 

 

9449 Balboa Ave, Suite 114, San Diego, California 92123
(Address of principal executive office) (Zip Code)

 

 

Registrant's telephone number including area code:  (858)292-9637

 

 

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

(Title of Class)

 

 

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value

(Title of Class)

 

 

     Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ]  No [X]

 

 

     State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date. As of September 18, 2007 the Company had issued and outstanding 47,523,623 shares of $.001 par value common stock.

 

 

INDEX

 

 

 

 

PART I

FINANCIAL INFORMATION

2

ITEM 1.

Financial Statements

2

 

Review letter from Independent Accountants

2

 

Balance Sheets as of July 31, 2007 (unaudited) and April 30, 2007

3

 

Statements of Operations for the Three Months Ended July 31, 2007 and 2006
(unaudited), and cumulative from inception (September 15, 1995) - July 31, 2007(unaudited)

4

 

Statement of Changes In Stockholders' Equity from Inception (September 19,1995)-July 31,2007(unaudited)

5

 

Statements of Cash Flows for the Three Months Ended July 31, 2007 and 2006 (unaudited) and cumulative from inception (September 15, 1995)-July 31, 2007 (unaudited)

6

 

Notes to Condensed Financial Statements

7

ITEM 2.

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

13

ITEM 3.

Controls and Procedures

19

 

 

 

PART II

 

19

ITEM 1.

Legal Proceedings

19

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

19

ITEM 3.

Defaults on Senior Securities

19

ITEM 4.

Submission of Matters to a Vote of Security Holders

19

ITEM 5.

Other Information

19

ITEM 6.

Exhibits

19

 

 

 

 

SIGNATURES

20

-  1 -

 

PART I
ITEM 1. FINANCIAL STATEMENTS

 

Chang G. Park, CPA, Ph. D.
t
371 E STREET t CHULA VISTA t CALIFORNIA 91910-2615 t
t
TELEPHONE (858) 722-5953 t FAX (858) 408-2695 t FAX (858) 764-5480
t
E-MAIL
changgpark@gmail.com t

____________________________________________________________________________________________________________________________

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
Business.vn, Inc. (formerly WorldTradeShow.com, Inc.)
9449 Balboa Avenue, Suite 114
San Diego, CA 92123

We have reviewed the accompanying balance sheet of Business.Vn, Inc (formerly WorldTradeShow.com, Inc) ( the "Company") as of July 31, 2007, and the related statements of operations, changes in stockholders' equity (deficit), and cash flows for the three months then ended and for the period from inception (September 15, 1995) to July 31, 2007. These financial statements are the representation of the management of the Company.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Because of the Company's current status and limited operations there is substantial doubt about its ability to continue as a going concern. Management's plans in regard to its current status are also described in Note 9. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Chang G. Park
_____________________
CHANG G. PARK, CPA

September 17, 2007
Chula Vista, CA 91910

 

 

Member of the California Society of Certified Public Accountants
Registered with the Public Company Accounting Oversight Board

-  2 -

 

BUSINESS.VN, INC.
(Formerly WorldTradeShow.com, Inc.)
(A Development Stage Company)
Balance Sheets
As of July 31, and April 30, 2007

 

 

 

 

July 31,
2007

 

April 30,
2007

 

(unaudited)

ASSETS

Current assets

Cash

$

4,618

223

Accounts receivable

10,745

8,354

Prepaid expenses

8,500

20,000

Total current assets

23,863

28,577

Equipment, net

-   

-   

Goodwill

-   

-   

Intangibles, net of accumulated amortization and

impairment of $ 750,000 and $ 750,000 as of July 31, 2007 and April 30, 2007

1,250,000

1,250,000

Total assets

$

1,273,863

1,278,577

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities

Accounts payable

$

1,642

2,166

Due to related parties

2,261,526

2,017,004

Accrued liabilities

88,500

70,500

Demand notes payable

-   

-   

Convertible note net of Discount of $9,525 and $21,801

as of July, 31,2007 and April 30, 2006, respectively.

1,332,975

1,308,199

Total current liabilities

3,684,643

3,397,869

Total liabilities

3,684,643

3,397,869

Shareholders' deficit

Prefered stock; $0.001 par value;

5,000,000 shares authorized none issued and outstanding

-   

-   

Common stock; $0.001 par value;

100,000,000 shares authorized 47,511,363 and 47,511,363 shares issued and outstanding as of July 31, 2007 and April 30, 2006, respectively

47,511

47,511

Additional paid-in capital

4,934,239

4,932,989

Deficit accumulated during the development stage

(7,392,530

)

(7,099,792

)

Total shareholders' deficit

(2,410,780

)

(2,119,292

)

Total liabilities and shareholders' deficit

$

1,273,863

1,278,577

The Accompanying Notes Are An Integral Part Of These Financial Statements.

-  3 -

 

BUSINESS.VN, INC.
(Formerly WorldTradeShow.com, Inc.)
(A Development Stage Company)
Statements of Operations (unaudited)

 

 


For the three month period
ended

Cumulative from
inception
(September 15,
1995)
to July 31, 2007

July 31,
2007

July 31,
2006

Revenue

$

2,390

$

-   

$

114,651

Cost of Sales

-   

-   

158,143

Gross profit

2,390

-   

(43,492

)

General and administrative expenses:

     Consulting fees

83,750

55,250

3,260,974

     Depreciation and amortization

-   

38,860

65,687

     Marketing and promotion

86,160

51,900

977,492

     Rent

7,500

7,500

372,829

     Professional fees

7,855

13,870

304,732

     Other administrative expenses

17,526

6,791

827,444

     Impairment on intangible assets

-   

-   

706,923

Total general and administrative expenses

202,791

174,171

6,516,081

Other income

     Other income (debt forgivness)

-   

-   

237,170

     Goodwill write down

-   

(264,000

)

     Interest expense

(92,336

)

(55,814

)

(806,127

)

Net loss

$

(292,738

)

$

(229,985

)

$

(7,392,530

)

Loss per common share:

     Basic

$

(0.01)

$

(0.01)

Weighted average shares outstanding:

     Basic

47,511,363

37,710,506

Other comprehensive income (loss)

     Foreign currency translation

-   

-   

Comprehensive loss

$

(292,738

)

$

(229,985

)

The Accompanying Notes Are An Integral Part Of These Financial Statements.

-  4 -

 

BUSINESS.VN, INC
(Formerly WorldTradeShow.com, Inc.)
(A Development Stage Company)
Statement of Shareholders Equity (unaudited)

                                             
                                             
 



Common Stock

   

Additional Paid In Capital

   

Deferred Compensation Expense

   

Foreign Currency Translation

   

Deficit Accumulated during the
Development Stage

   

Total Shareholders' Equity (Deficit)

 

Number of Shares

   

Amount

                   

Inception, September 15, 1995

-   

   

$        -   

   

$        -   

   

$        -   

   

$        -   

   

$        -   

   

$        -   

Common stock issued for:

                                     

  Cash, October 1

31,240

   

31

   

156,169

                     

156,200

  Cash, December 5

6,950

   

7

   

69,493

                     

69,500

  Acquisition of license rights, April 17

56,000

   

56

   

5,544

                     

5,600

Share issue costs

           

(45,000)

                     

(45,000)

Comprehensive loss, April 30, 1996

                             

(173,617)

   

(173,617)

Balance, April 30, 1996

94,190

   

94

   

186,206

   

-   

   

-   

   

(173,617)

   

12,683

                                       

Common stock issued for:

                                     

  Cash, August 28

6,071

   

6

   

169,994

                     

170,000

  Cash, January 31

6,938

   

7

   

138,743

                     

138,750

Comprehensive loss, April 30, 1997

                             

(436,130)

   

(436,130)

Balance, April 30, 1997

107,199

   

107

   

494,943

   

-   

   

-   

   

(609,747)

   

(114,697)

                                       

Comprehensive loss, April 30, 1998

                             

(187,315)

   

(187,315)

Balance, April 30, 1998

107,199

   

107

   

494,943

   

-   

   

-   

   

(797,062)

   

(302,012)

                                       

Common stock issued for:

                                     

  Debt settlement, January 29

35,000

   

35

   

34,965

                     

35,000

  Cash, March 30

13,750

   

14

   

27,486

                     

27,500

  Obligation to issue stock, March 30

47,975

   

48

   

95,902

                     

95,950

  Debt settlement, April 6

37,700

   

38

   

75,362

                     

75,400

  Acquisition of intellectual property, April 6

25,000

   

25

   

49,975

                     

50,000

Comprehensive loss, April 30,1999

                       

(553)

   

(138,713)

   

(139,266)

Balance, April 30, 1999

266,624

   

267

   

778,633

   

-   

   

(553)

   

(935,775)

   

(157,428)

                                       

Common stock issued for:

                                     

  Cash, February 11

22,894

   

23

   

59,977

                     

60,000

  Debt settlement, February 14

119,899

   

120

   

113,783

                     

113,903

  Cash, February 23

21,505

   

22

   

19,979

                     

20,000

  Cash, March 16

6,955

   

7

   

24,993

                     

25,000

Forward split 20:1, March 27

8,319,663

   

8,320

   

(8,320)

                     

-   

Comprehensive loss, April 30, 2000

                       

(566)

   

(296,598)

   

(297,164)

Balance, April 30, 2000

8,757,540

   

8,758

   

989,045

   

-   

   

(1,119)

   

(1,232,373)

   

(235,689)

                                       

Common stock issued for:

                                     

  Acquisition of Dudesmart.com, May 11

1,200,000

   

1,200

   

262,860

                     

264,060

  Cash, August 23

80,000

   

80

   

19,924

                     

20,004

Stock Option Issued

           

140,630

                     

140,630

Comprehensive loss, April 30, 2001

                             

(680,009)

   

(680,009)

Balance, April 30, 2001

10,037,540

   

10,038

   

1,412,459

   

-   

   

(1,119)

   

(1,912,382)

   

(491,004)

                                       

Comprehensive loss, April 30, 2002

                             

(415,912)

   

(415,912)

Balance, April 30, 2002

10,037,540

   

10,038

   

1,412,459

   

-   

   

(1,119)

   

(2,328,294)

   

(906,916)

                                       

Common stock issued for:

                                     

  License fee Hi-Tek Multimedia, February 25

27,500,000

   

27,500

   

247,500

                     

275,000

Comprehensive loss, April 30, 2003

                             

(544,959)

   

(544,959)

Balance, April 30, 2003

37,537,540

   

37,538

   

1,659,959

   

-   

   

(1,119)

   

(2,873,253)

   

(1,176,875)

                                       

Comprehensive loss, April 30, 2004

                             

(805,787)

   

(805,787)

Balance, April 30, 2004

37,537,540

   

37,538

   

1,659,959

   

-   

   

(1,119)

   

(3,679,039)

   

(1,982,661)

                                       

Common stock issued for:

                                     

Debt settlement, August 27,2004

172,966

   

173

   

78,586

                     

78,759

Stock Option Issued

           

39,300

   

(39,300)

               

-   

Comprehensive loss, April 30, 2005

                             

(1,413,934)

   

(1,413,934)

Balance, April 30, 2005

37,710,506

   

37,710

   

1,777,845

   

(39,300)

   

(1,119)

   

(5,092,973)

   

(3,317,836)

                                       

Comprehensive loss, April 30, 2006

                       

1,119

   

(622,828)

   

(621,709)

Balance, April 30, 2006

37,710,506

   

37,710

   

1,777,845

   

(39,300)

   

-   

   

(5,715,801)

   

(3,939,545)

                                       

Common stock issued for:

                                     

  Services

140,000

   

140

   

34,860

                     

35,000

  Asset purchase

4,423,077

   

4,423

   

1,145,577

                     

1,150,000

  Debt settlement

5,211,580

   

5,212

   

1,947,810

                     

1,953,022

  Error correction

26,200

   

26

   

(26)

                       

Conversion right on convertible note

           

26,923

                     

26,923

Comprehensive loss, April 30, 2007

                 

39,300

         

(1,383,991)

   

(1,344,691)

Balance, April 30, 2007

47,511,363

   

47,511

   

4,932,989

   

-   

   

-   

   

(7,099,792)

   

(2,119,291)

                                       

Conversion right on convertible note

           

1,250

                     

1,250

Comprehensive loss, July 31, 2007

                             

(292,738)

   

(292,738)

Balance, July 31, 2007

47,511,363

   

$   47,511

   

$ 4,934,239

   

$     -   

   

$     -   

   

$   (7,392,530)

   

$  (2,410,779)

                                             

The Accompanying Notes Are An Integral Part Of These Financial Statements.

-  5 -

 

BUSINESS.VN, INC.
(Formerly WorldTradeShow.com, Inc.)
(A Development Stage Company)
Statement of Cash Flows (unaudited)


For the three month period ended

Cumulative
from inception
(September 15, 1995)
to July 31, 2007

April 30,
2007

April 30,
2006

Cash flows from operating activities:

Net loss

$  (292,738)

$  (229,985)

$   (7,392,530)

Adjustments to reconcile net loss to net cash

(used) provided by operating activities:

Depreciation and amortization

-   

38,860

65,687

Stock options issued

-   

-   

140,630

Stock issued for services

-   

-   

35,000

Convertible Note Discount

13,527

-   

13,527

Impairment

-   

-   

979,324

Changes in operating assets and liabilities:

(Increase) decrease in accounts receivable

(2,391)

-   

(4,781)

(Increase) decrease in prepaid expenses

11,500

1,874

(8,500)

Increase (decrease) in accounts payable

(524)

(4,286)

3,557

Increase (decrease) in accrued liabilities

18,000

71,122

2,111,516

Net cash provided by (used in) operating activities

(252,626)

(122,415)

(4,056,570)

Cash flows from investing activities:

Purchase of equipment

-   

-   

(10,087)

Acquisition of intellectual property

-   

-   

(1,200,000)

Net cash (used) provided by operating activities

-   

-   

(1,210,087)

Cash flows from financing activities:

Common stock issued for cash

-   

-   

686,950

Share issuance costs

-   

-   

(45,000)

Settlement of debt and intellectual property (in-kind)

-   

-   

174,304

Reduction of long-term liabilities

-   

-   

(481,172)

Settlement of obligation to issue capital stock

-   

-   

2,127,731

Proceeds from convertible notes payable

12,500

-   

12,500

Proceeds from demand notes payable

-   

24,300

196,169

Due to related parties

244,522

97,968

2,599,794

Net cash provided by financing activities

257,022

122,268

5,271,275

Net increase (decrease) in cash

4,395

(147)

4,618

Cash, beginning of the period

223

683

-   

Cash, end of the period

4,618

536

4,618

Non-cash investing and financing activities:

Debt issued for marketing license agreement

$         -   

$         -   

$         450,000

Other income

-   

-   

235,813

Debt issued for intellectual property

-   

-   

100,000

Stock options Issued

-   

-   

179,930

Common stock issued for license fee - HiTek Multimedia

-   

-   

275,000

Common stock issued for acquisition of Dudesmart.com

-   

-   

264,000

Common stock issued in exchange for intellectual property

-   

-   

1,205,600

Common stock issued in exchange for debt

-   

-   

399,013

Supplemental cash flow disclosure:

Interest paid

$        2,692

$         -   

$       12,500

Taxes paid

$         -   

$         -   

$         -   

                                             

The Accompanying Notes Are An Integral Part Of These Financial Statements.

-  6 -

 

Business.VN, Inc. (Formerly WorldTradeShow.com, Inc.)
(A Development Stage Company)
Notes To Condensed Financial Statements
July 31, 2007

 

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In the opinion of management, the accompanying unaudited condensed interim financial statements reflect all adjustments (consisting of only normal and recurring adjustments) necessary to present fairly the financial position of Business.VN, Inc. (formerly WorldTradeShow.com, Inc.) (the "Company"), as of July 31, 2007, and the results of its operations and cash flows for the three-month period ended July 31, 2007 and 2006. The results of operations for such interim periods are not necessarily indicative of the results for a full year. The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and with instructions to Form 10-QSB and, accordingly, do not include all disclosures required by accounting principles generally accepted in the United States of America. The condensed financial statements should be read in conjunction with the audited financial statements and the notes to the audited financial statements included in the Company's Form 10-KSB registration report for the period ending April 30, 2007 filed with the Securities and Exchange Commission.

The accounting policies followed for interim financial reporting are the same as those disclosed in Note 2 of the notes to the financial statements included in the Company's Form 10-KSB registration report for the year ended April 30, 2007.

2.  INTANGIBLES, LONG-LIVED ASSETS AND GOODWILL

Dudesmart.com

On June 23, 2000, the Company accepted a proposal to exchanged 1,200,000 shares of common stock for 100% of the outstanding common stock of Dudesmart.com, Inc., from a related entity. At the time of the transaction, the shares were valued at $.22 per share (estimated value $264,000). Dudesmart.com was the entertainment division for the Company specializing in the entertainment and gaming industry. At the date of acquisition Dudesmart.com had no fixed assets and all development fees were expensed as occurred. Therefore the Company recognized this transaction as Goodwill. The Company has changed its direction and has accordingly written the entire amount off during the year ended April 30, 2007.

Business.com.vn Marketing License Agreement

In February 2004, the Company entered into a marketing license agreement with Business.com.vn which is the owner of a website that promotes the online sale of hotel and tour packages on behalf of participating hotels and tour operators. The licensing agreement is currently expired and the company is re-negotiating a new agreement.

VNAT and VITA, Vietnam National Association of the Tourism and Vietnam Travel Association, recognize Hotels.com.vn as Vietnam's official Hotel Website. In Vietnam, there are over 3,500 hotels and 400 tour companies to be promoted worldwide via the internet to generate online sales throughout the Country of Vietnam.

The term of the marketing license agreement is for two years and requires the Company to pay a licensing fee of $150,000 and $300,000 for the years ending December 31, 2004 and 2005, respectively. The license fees for 2004 and 2005 are payable by August 10, 2004 and February 10, 2005, respectively. The Company has negotiated to defer the license fee payment until February 10, 2007. In exchange for the rights licensed, the Company earns a commission to fifty (50%) percent of gross sales, as defined in the agreement. The Company impaired $155,439 for the year ending April 30, 2007, leaving a net balance of zero. The Company receives 50% commissions from all hotel reservations. BVNI and Hotels.com.vn are continuing to sign up 1 and 2 star hotels in Vietnam under 3 year contracts.

-  7 -

 

Business.VN, Inc. (Formerly WorldTradeShow.com, Inc.)
(A Development Stage Company)
Notes To Condensed Financial Statements
July 31, 2007

 

2.  INTANGIBLES, LONG-LIVED ASSETS AND GOODWILL (continued)

The majority of hotels in the Vietnam are 1 and 2 star hotels, totaling approximately 3,000. Within the 64 provinces of Vietnam there are many hotels that are not 3, 4, or 5 stars, and the majority of these Hotels do not have websites. BVNI and Hotels.vn supply these hotels with template websites so they can accept reservations online through the reservation engine. BVNI projects that it will need additional sales and marketing staff as well as more customer care employees in Vietnam.

Currently, Hotels.vn has contracts with over 250 Hotels in Vietnam. We have contracted with over 90% of the 3-5 star hotels in Vietnam - the 2 star hotel signing is ongoing. Hotels.vn has been featured on Vietnamese television during a news television program, and has received an award from the Ministry of Trade in Vietnam. The Company will penetrate the market only with more sales and marketing staff once further funding is achieved.

Business.com.vn Asset Purchase

On March 26, 2007 the Company has acquired a database of 300,000 Vietnamese companies, marketing software, trademarks and intellectual property. The Company is planning to build a directory of companies from the database. BVNI will offer to companies on the database many different options to market themselves on and offline. BVNI plans to offer domain registration, website development, and online marketing expertise to help the Vietnamese companies market themselves individually and or on the BVNI web portal via advertisements and sponsorships. The directory, once completed will give all the companies on the database online exposure to the world for the very first time. Currently, over 95% of Vietnamese companies do not have a web presence. The company plans on focusing its business plan inside and outside Vietnam. Upon initial funding, the company will open up offices in Ho Chi Minh and Hanoi City and hire sales marketing, web designers and customer service agents. The Company issued 4,423,077 restricted shares as well as a convertible note with a face value 100,000 which becomes due September 26, 2007 see Note 11. The Company recorded $1,250,000 as intangible asset.

Summary of Intangible, long lived assets and goodwill:

Licenses:

Purchase Price

Amortization/
Impairment

Net Value

Business.com.vn Trademark

1,250,000

$      -   

$1,250,000

Business.com License Agreement

450,000

450,000

$      -   

Total Intangible Assets

$1,700,000

$  450,000

$1,250,000

 

Dudesmart.com

$  264,000

$  264,000

$      -   

Total Goodwill

$  264,000

$  264,000

$      -   

3.  PROVISION FOR INCOME TAXES

As of July 31, 2007, the Company has a federal net operating loss carry forwards of $7,392,530 that can be utilized to reduce future taxable income. The net operating loss carry forward will expire through 2007 if not utilized. Utilization of the net operating loss and tax credit carry forward may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating loss and tax credit carry forwards before utilization. The Company has provided a full valuation allowance on the deferred tax asset because of uncertainty regarding realizability.

4.  MAJOR CUSTOMER AND SEGMENT INFORMATION

The Company currently operates solely in one industry segment: the marketing and support of its hotel reservations system in Vietnam. No one customer accounted for approximately 5% of gross revenues for the period ending July 31, 2007 and 2006. The Company has no operations or assets located outside of the United States. The Company's commission's revenue is concentrated in the Vietnam Hotel reservations system, creating a risk of concentration associated with the revenue of a single service and limited customer base. The loss of this single market could cause severe damage to the Company's financial future.

-  8 -

 

Business.VN, Inc. (Formerly WorldTradeShow.com, Inc.)
(A Development Stage Company)
Notes To Condensed Financial Statements
July 31, 2007

 

5.  RELATED PARTY TRANSACTIONS

Professional Services Agreement with Hi-Tek

The Company entered service agreement with Hi-Tek to design, program, produce and implement the following:

Corporate and promotional web sites.

Initial module of the Business reservation engine.

Preliminary offline and online marketing plan, including designing and producing all supporting marketing and promotional materials (CD-ROM, media kit, web slide presentation and corporate literature).

Consult with the management of the company on an as needed basis.

The agreement is renewable on an annual basis.

Consulting Agreements

Mr. Silverman has entered into a one year Consulting contract on August 1, 2007 in which he has a base Salary of $180,000. Further the company is to review his contract once the Company has executed its business plan and has commenced normal business activity.

Mr. Rosette has entered into a one year Consulting contract in which he has a base Salary of $42,000. This agreement has renewed on August 1, 2007.

Mr. Malasek has entered into a six month contract in early March 2007 in which he received a base pay of $3,500 per month and 120,000 shares of restricted stock under the 144 rule.

Unpaid Consulting Fees / Advances from Related Parties

As of July 31, 2007 and April 30, 2007, the Company has unpaid consulting fees to officers / directors of approximately $1,051,509 and $ 996,009 respectively. $ 1,000,509 of these fees currently bears interest at a rate of 12 percent. As of July 31, 2007 and April 30, 2007, accrued interests on these fees were approximately $ 41,200 and $21,971, which is included in due to related parties.

As of July 31, 2007 and April 30, 2007, the Company has unpaid fees to HiTek of approximately $468,917 and $ 431,557 respectively. These unpaid fees currently bear interest at a rate of 12 percent. As of July 31, 2007 and April 30, 2007, accrued interests on these fees were approximately $ 32,264 and $ 19,007, which is included in due to related parties.

As of July 1, 2002, the Company has a convertible note with the face value of $180,000 from a former officer and Board member. This note currently bears interest at a rate of 12 percent. As of July 31, 2007 and April 30, 2007, accrued interest on this note was $108,000 and $102,600 respectively, which are included in due to related parties.

As of July 1, 2003, the Company has two convertible notes with the face value of $1,050,000 ($525,000 respectively) from a former officer and a current officer. These notes currently bear interest at a rate of 12 percent. As of July 31, 2007 and April 30, 2007, accrued interest on these notes was $503,250 and $465,060, respectively, which are included in due to related parties.

These notes are not repayable until July 1, 2007 at which point the Company anticipates it will be able renegotiate the terms of the payments and all monies owed to the related parties. We are expecting close on negotiations in December, 2007.

-  9 -

 

Business.VN, Inc. (Formerly WorldTradeShow.com, Inc.)
(A Development Stage Company)
Notes To Condensed Financial Statements
July 31, 2007

 

5.  RELATED PARTY TRANSACTIONS (continued)

Summary of the related party expenses during the three month period ended July 31, 2007 and 2006

July 2007

Account name

Hi Tek

Sheldon
Silverman

Carlos
Rosette

Robert
Malasek

Total

General and administrative expense

$ 99,650

$   -   

$   -   

$   -   

$  99,650

Consulting services

    -   

  45,000

  10,500

  10,500

   66,000

Total

$ 99,650

$ 45,000

$ 10,500

$ 10,500

$ 165,650

July 2006

Account name

Hi Tek

Sheldon
Silverman

Carlos
Rosette

Total

General and administrative expense

$  65,150

$   -   

$   -   

$  65,150

Consulting services

    -   

  45,000

  10,500

   55,500

Total

$ 65,150

$ 45,000

$ 10,500

$ 120,650

Summary of related parties balances as of July 31, 2007 and April 30, 2007 are as follows:

July 2007

Account name

Hi Tek

Sheldon
Silverman

Lee
Johnson

Thomas
Johnson

Golden
Treasures

Carlos
Rosette

Total

Due to Related Parties

$  568,567

$ 1,070,709

$  474,250

$  108,000

$   40,000

$   -   

$ 2,261,526

Accrued liabilities

    -   

    -   

    -   

    -   

    -   

    51,000

    51,000

Convertible Notes

    -   

    525,000

    525,000

    180,000

    -   

    -   

  1,230,000

Total

$  568,567

$ 1,595,709

$  999,250

$  288,000

$   40,000

$   51,000

$ 3,542,526

April 2007

Account name

Hi Tek

Sheldon
Silverman

Lee
Johnson

Thomas
Johnson

Golden
Treasures

Carlos
Rosette

Total

Due to Related Parties

$   431,557

$   991,037

$  439,336

$  115,074

$   40,000

$   -   

$ 2,017,004

Accrued liabilities

    -   

    -   

    -   

    -   

    -   

    40,500

    40,500

Convertible Notes

    -   

    525,000

    525,000

    180,000

    -   

    -   

  1,230,000

Total

$  431,557

$ 1,516,037

$  964,336

$  295,074

$   40,000

$   40,500

$ 3,287,504

- 10 -

 

Business.VN, Inc. (Formerly WorldTradeShow.com, Inc.)
(A Development Stage Company)
Notes To Condensed Financial Statements
July 31, 2007

 

6.  CONVERTIBLE NOTES

The Company has the following notes outstanding:

 

July 31, 2007

 

April 30, 2007

Convertible note related party with 12% interest

$

1,230,000

 

$

1,230,000

Convertible Note no interest until September 28, 2007

 

100,000

 

 

100,000 

Convertible Note with 8 % interest until September 28, 2007

 

  12,500

 

 

-   

Total

$

1,342,500

 

$

1,230,000

The related party convertible notes totaling $1,230,000 have interest accrued thereon of $ 615,060 and 567,660 as of July 31, and April 30, 2007, accrue interest at the rate of 12% per annum the notes were originally due July 2003, the creditors have agreed to hold the notes on a year to year basis and are currently convertible into 3,727,273 shares of common stock at the option of the holders.

On March 26, 2007 the company issued a note for $100,000 as part of an asset purchase agreement (See Note 2). The note bears no interest until its due date September 26, 2007and converts into 384,615 shares.

On July 25, 2007 the company issued a note for $12,500. The note bears 8% interest and matures on October 31, 2007 and converts at $0.20 into 62,500 shares.

 

7.  MARKETING AND DISTRIBUTION AGREEMENTS

Partnership with DotVN

In May 2003, the Company announced a partnership with Dot.vn the official Vietnamese Registration Company. The Company is considered a re-seller of domain names, BVNI will receive a commission for each domain name set up via the Companies web portal.

The Company is working closely with Dot.vn to market and distribute these domains on its BVNI business web portal. The revenue from the partnership agreement is anticipated to allow the Company to start receiving commissions. The Company has not received commissions from the DotVN partnership to date.

 

8.  BASIC AND FULLY DILUTED LOSS PER COMMON SHARE:

Effective November 30, 1998, the Company adopted the provisions of Statement of Financial Accounting Standards No. 128, Earnings per Share ("SFAS 128") which replaced the presentation of "primary" and "fully-diluted" earnings (loss) per common share required under previously promulgated accounting standards with the presentation of "basic" and "diluted" earnings (loss) per common share. Basic earnings (loss) per common share is calculated by dividing net income or loss by the weighted average number of common shares outstanding during the period. The calculation of diluted earnings (loss) per common share is similar to that of basic earnings (loss) per common share, except that the numerator and denominator are adjusted to reflect the decrease in earnings per share or the increase in loss per share that could occur if securities or other contracts to issue common stock, such as stock options and convertible notes, were exercised or converted into common stock.

- 11 -

 

Business.VN, Inc. (Formerly WorldTradeShow.com, Inc.)
(A Development Stage Company)
Notes To Condensed Financial Statements
July 31, 2007

 

9.  GOING CONCERN

To date the Company has had limited revenues due to the early stage of its efforts to transition into the marketing of its internet resources. Consequently, the Company has incurred recurring losses from operations. These factors, as well as the risks associated with raising capital through the issuance of equity and/or debt securities creates uncertainty as to the Company's ability to continue as a going concern. There can be no assurance that the Company will be successful in its efforts to increase revenues, issue debt and/or equity securities for cash or as payment for outstanding obligations.

Capital raising efforts may be influenced by factors outside of the control of the Company, including, but not limited to, capital market conditions. During the period ended July 31, 2007 the Company borrowed cash through the issuance of equity and debt/equity securities totaling $ 12,500. The Company is in various stages of finalizing implementation strategies on a number of services and is actively attempting to market its services nationally in Vietnam. As a result of capital constraints it is uncertain when it will be able to start its websites to utilize the available licenses.

 

10.  STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes of capital stock as of July 31, 2007:

Common stock, $0.001 par value: 400,000,000 shares authorized: 47,511,363 shares issued and outstanding.

Preferred stock, $0.001 par value: 100,000,000 shares authorized: 0 share issued and outstanding.

- 12 -

 

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS

The following discussion should be read in conjunction with our condensed financial statements, and the related notes included elsewhere in this Quarterly Report on Form 10-QSB and the Annual Report on Form 10-KSB for the fiscal year ended April 30, 2007. Certain statements contained herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, as discussed more fully herein.

THIS REPORT ON FORM 10-QSB CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THE RESULTS DISCUSSED IN SUCH FORWARD-LOOKING STATEMENTS.

OVERVIEW

The Company's operating results have fluctuated in the past and may in the future fluctuate significantly, depending upon a variety of factors, including the timely deployment and expansion of new network, the incurrence of related capital costs, variability and length of the sales cycle associated with the Company's product and service offerings, the receipt of new value-added network services and consumer services subscriptions and the introduction of new services by BVNI and its competitors.

Additional factors that may contribute to variability of operating results include but are not limited to: the pricing and mix of services offered by the Company; customer retention rate; market acceptance of new and enhanced versions of the Company's services; changes in pricing policies by the Company's competitors; the Company's ability to obtain sufficient supplies of sole or limited-source components; user demand for services; the ability to manage potential growth and expansion; the ability to identify, acquire and integrate successfully suitable acquisition candidates; and charges related to acquisitions. In response to competitive pressures, the Company may take certain pricing or marketing actions that could have a material adverse effect on the Company's business. In the event that the Company's operating results in any future period fall below the expectations of securities analysts and investors, the trading price of the Company's common stock would likely decline.

PLAN OF OPERATION

We have a development strategy for the implementation of the business plan, which will require $2,200,000 to complete. We have historically financed our operations through working capital provided by loans from management and controlling shareholder, Hi-Tek. For the time being the Company anticipates that current operations will continue to be funded by shareholder loans or debt from majority shareholder, Hi-Tek, until revenue from operations can sustain the cash flow requirements of the Company. For 2007 we have a commitment from our majority shareholders to fund our operations for that calendar year. Additionally, we may pursue additional private placement financing through close associates or friends and family members of management and our controlling shareholders. There can be no assurances that additional capital will be available on terms favorable to us or at all, or that we will be able to generate sufficient cash flow in order to sustain operations. To the extent that additional capital is raised through the sale of additional equity or debt securities, the issuance of such securities could result in additional dilution to our stockholders. In the event that we experience the need for additional capital, and are not able to generate capital from financing sources or from future operations, management may be required to modify, suspend or discontinue our operations and business plan.

Funds projected by management are to be used as follows: online and offline marketing programs, marketing Hotels.vn, building an e-commerce business directory and hire further sales and marketing staff and offices in Vietnam. The Company plans to obtain the necessary joint ventures, licenses, alliances and affiliates to market the web portal. BVNI plans to hire sales and marketing staff in Vietnam to complete agreements already in place. The Company also plans on hiring people, obtaining more agreements and alliances in and outside Vietnam.

BVNI and Hotels.vn are continuing to sign up 1 and 2 star hotels in Vietnam. The majority of hotels in the Vietnam are 1 and 2 star hotels, totaling approximately 3,000. Within the 64 provinces of Vietnam there are many hotels that are not 3, 4, or 5 stars, and the majority of these Hotels do not have websites. BVNI and Hotels.vn supply these hotels with template websites so they can accept reservations online through the reservation engine. BVNI projects that it will need additional sales and marketing staff as well as more customer care employees in Vietnam.

Currently, the Company has over 250 hotels listed on Hotels.vn with over 90% of the 3-5 star hotels in Vietnam. The 2 star hotel signing is ongoing. Hotels.vn has been featured on Vietnamese television during a news television program, and has received an award from the Ministry of Trade in Vietnam. Hotels.vn was awarded the number one e-commerce travel tourism website and was ranked 13th overall in the Country of Vietnam in 2005. We expect to penetrate the hotel market with further funding for marketing in and out of Vietnam.

- 13 -

 

 

BVNI has begun redesigning the new Business.vn website and will launch it in October 2007. The new website will be redesigned to market specifically to the Vietnam investment community, travel and tourism market. The company has begun to evaluate the 300,000 database and has started a new business plan. BVNI will continue to market Hotels.vn. Our target alliances and affiliates will be companies working in travel tourism in Asia and Latin America, including American and European travel and tourism Companies. Users are now able to make reservations for hotels via www.Hotels.vn.

BVNI

Use of Proceeds of $2,200,000 USD:

 

Operations USA:

$600k

 

Business directory Software

$200k

 

Vietnam Expansion:

$400k

 

Marketing online:

$500k

 

Marketing offline:

$500k

As of July 31, 2007 we have expended $100,000 of the $2,200,000. BVNI has expended the initial funds on USA operations.

RESULTS OF OPERATIONS

THREE MONTH PERIOD ENDING JULY 31, 2007 AS COMPARED TO THREE MONTH PERIOD ENDING JULY 31, 2006

The Company had gross revenues totaling $2,390 for the period ended July 31, 2007, compared with $0 in gross revenues for the same period ending July 31, 2006. The Company started to receive revenues from its efforts in signing up hotels to their reservations website Hotels.com.vn. Currently this is the Company's only revenue source, which was offset with the licensing cost until April 30, 2007. The Company experienced a net loss of $292,738 for the period ended July 31, 2007, compared with a net loss of $229,985 for the same period ended July 31, 2006. This represents an increase of $62,753 or 27.3% from the prior year. A substantial portion of the increase in net loss is attributable to the increase in consulting fees, marketing and interest expense..

Consulting fees totaled $83,750 for the period ended July 31, 2007, compared with $55,250 for the same period ending July 31, 2006. This represented an increase of $28,500 or 51.6% from the prior year. Marketing and advertising cost totaled $ 86,160 for the period ended July 31, 2007, compared to $51,900 for the same period ending July 31, 2006. This represents an increase of 34,260 or 66.0% Other administrative expenses incurred by the Company were $17,526 for the period ended July 31, 2007, compared with $6,791 for the same period ended July 31, 2006. This represented an increase of $10,735 or 158.1% from the prior year. The increases in marketing and general expenses is reflective of the Company's efforts to expand its revenue stream.

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2007, the Company had cash of $4,618, current liabilities of $3,684,643 and no long term liabilities. We anticipate that current operations will continue to be funded by shareholder loans or debt from majority shareholder, Hi-Tek, until revenue from operations can sustain the cash flow requirements of the Company. We plan on signing a renewal of our service agreement with Hi-Tek to run for an additional 12 months through 2007, which provides for the payment of our monthly operating expenses and will allow us to operate without additional funding for the next twelve months.

RESEARCH AND DEVELOPMENT

BVNI has not directly engaged in research and development activities. Hi-Tek has developed and deployed Business.vn's promotional website with e-commerce technology. BVNI will retain the proprietary rights to the website content and related technology.

- 14 -

 

PATENTS, LICENSES, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR CONTRACTS

Business.vn 's Partners & Strategic Alliances

Hi-Tek

Hi-Tek, BVNI's largest shareholder, is a private corporation with offices in San Diego, U.S.A. This world-class technology company has been a leading visionary in providing Internet services and multimedia productions since 1992. Through strong values and technological performance, Hi-Tek has formed strong alliances with and obtained the cooperation of major Vietnamese ISP's (Internet Service Providers) such as VNNIC, Netsoft, VDC, MPT and FPT, in order to commercialize Vietnam's Internet services. Hi-Tek (www.Hi-Tek.com) employs the latest Internet technologies to market and manage .VN domain name registration, website design/hosting, email systems, e-commerce and e-marketing to Vietnam, and the rest of the world, for the first time.

Hi-Tek, staffed with highly experienced graphic designers, programmers, network engineers and web marketing specialists, has produced effective, engaging and result-oriented communication products on CD-ROM and DVD, and enhanced internet website content for Fortune 500 companies worldwide. 

Business.com.vn

Business.com.vn is a leading Vietnamese internet technology and marketing company, which is developing an exclusive e-commerce global business platform to promote, market and sell products and services of qualified Vietnamese companies. Business.com.vn owns Hotels.vn and BVNI markets the Hotel portal. Business.com.vn is currently working with the government of Vietnam to produce a comprehensive business to business directory (B2B) and a business to consumer directory (B2C) portal listing various companies throughout Vietnam. BVNI has purchased the business directory database from Business.com.vn on March 26, 2007.

Vietnam, with a population of over 85 million people, is the second fastest growing economy in the world, according to the Vietnam Ministry of Trade. Vietnam was admitted to the WTO in January 2007: this is very significant for foreign investment into Vietnam. Record investment has begun with many countries around the world heavily investing into this high growth economy. Vietnam has sustained an average rate of Gross Domestic Product ("GDP") growth of approximately 7.5%, placing it solidly among the fastest growing economies in the world. Vietnam attained 8.2% GDP growth in 2006, second only to China. Through the end of 2005; Vietnam's growth rate exceeded that of Thailand, Malaysia, Taiwan, South Korea and even India, its closest rival. These significant events marked the beginning of great economic opportunities for BVNI 16.5 million current Internet users in Vietnam, representing only 18% of the population, a number expected to increase significantly each year as the economy grows.

BVNI plans to work closely with Business.com.vn as a strategic marketing partner in Asia to help Vietnamese companies showcase their products, services and investment opportunities online. Businesses will receive instant worldwide exposure through the BVNI portal. BVNI will be the business solution provider, and a vehicle to provide them exposure to import/export, travel and tourism companies, both inside and outside of Vietnam.

Hotels.vn

Hotels.vn (www.Hotels.vn) with over 250 Hotels being advertised is a comprehensive travel/tourism site. Worldwide travelers use this officially sanctioned Vietnam Tourism Association website as the ultimate online resource to review, select, and book hotel rooms, golf tee times (coming soon), purchase airline tickets, rent cars and conduct other travel related transactions. BVNI has an opportunity to generate recurring revenue from over 3,000 major hotels, 200 travel companies, and others in the Vietnamese tourism industry.

Hotels.vn is the only hotel web portal that is officially recognized by Vietnam National Administration of Tourism (VNAT), the governmental agency exercising the state management function over tourist operations and activities throughout Vietnam. VNAT has full control over business development and planning, public relations, personnel training, research, and overseeing the implementation of policies and regulations in the tourism sector. According to VNAT's latest tourism statistics, the number of international visitors to Vietnam exceeded 3.5 million visitors in 2006 according to Pham Tu, vice chairman of the Vietnam National Administration of Tourism higher than those in the same period of year 2005. It grossed $3.2 billion in revenues, a 42 percent increase over the previous year.

The Vietnam Tourism Association (VITA) (www.VietnamTourism.com), directly under Vietnam National Administration of Tourism (VNAT) with members including Vietnamese enterprises, commercial organizations and individuals in the travel/tourism industry based at No. 7 Dao Duy Anh, Dong Da, Hanoi, Vietnam. Vietnam Trade Information Center (VTIC): Vietnam Trade Information Center (VTIC), www.ASEMConnectVietnam.gov.vn and www.VINANET.com.VN is the Vietnamese government agency responsible for managing and promoting Vietnam's Import/Export businesses and associations with a membership over 8,000 enterprises.

- 15 -

 

 

The term of the Business.com.vn marketing license agreement with BVNI has entered into is for two years and requires BVNI to pay a licensing fee of $150,000 and $300,000 for the years ending December 31, 2004 and 2005, respectively. The license fees for 2004 and 2005 were payable by August 10, 2004 and February 10, 2005, respectively. In the prior year, BVNI has negotiated to defer the first license fee payment until February 10, 2005. Subsequently, BVNI negotiated with Business.com.vn to extend the contract for up to two years to February 10, 2007. In exchange for the rights licensed, BVNI will earn a royalty equal to fifty (50%) percent of gross commission, as defined in the agreement (see exhibit 10.2). The extension document also provides that once BVNI is trading on the OTC BB, Business.com.vn has the option for payment, or shares to be negotiated at that time.

On September 13, 2006 the company issued shares for debt for the balance owed for Business.com.vn. 1,313,901 restricted 144 shares were issued at $0.26 per share. There is also a note for $100,000 to be converted to shares @ $0.26 per share if not paid back by September 28, 2007. The shares, if converted, will be restricted.

Partnership with www.DotVN.com

In May 2003, BVNI announced a partnership with DotVN, the exclusive online Vietnamese domain registrar company. BVNI receives a 15% commission on every .vn domain name sold through the BVNI website. BVNI is working closely with DotVN to market and distribute these domains on its business web portal. Many global companies are doing business in Vietnam and many more want to participate. As Vietnam continues to grow economically, these businesses are positioning themselves to take advantage of the expansion. Those companies will have to acquire their Vietnamese Internet identity to brand their names, services and protect their trademarks. In addition, over 300,000 Vietnamese companies and the 85 million citizens of Vietnam will have the opportunity to register their choice of domain names. The .vn domain names have become un-restricted for worldwide registration, and it currently costs $200 USD to register a .vn domain name per year. The www.VN affiliate program will allow BVNI to generate revenue immediately from the registration of the .VN domain names.

Hanoi TIPS

Hanoi Trade and Investment & Tourism Promotion Solution (www.hanoitips.com), the Vietnamese Trade Information Program, is designed to assist those who wish to do business in Vietnam. With an extensive network and experience in Vietnamese industry and commerce, it can identify the right suppliers, and provides answers to questions about Vietnamese exports. Its primary role is to promote Vietnamese exports.

This strategic promotional program is designed to help both the U.S. and Vietnam's businesses to grow worldwide, promote trade, investments and tourism, in keeping with the bilateral trade agreement signed by both countries in 2001. Hanoi TIPS will also assist in advertising Vietnam's trademarks in the U.S. market, provide businesses with market information and development assistance. The Hanoi Trade Department will act as a bridge between Hanoi TIPS in San Diego and Vietnamese businesses, providing market information and product samples to showcase on the Hanoi TIPS website and its virtual showroom on Business.vn's website.

Hanoi TIPS has an extensive database of the top Fortune 500 companies of Vietnam. Members of Hanoi TIPS will have opportunities to advertise, make agreements and letters of intent with BVNI as well as market, promote their companies products and services on the Business.vn portal.

PURCHASES OR SALES OF PLANT AND SIGNIFICANT EQUIPMENT

None

EMPLOYEES AND CONSULTING AGREEMENTS

BVNI currently has no employees, other than its officers and directors, who devote their time as required to its operations. As of July 31, 2007 and April 30, 2007, BVNI has unpaid consulting fees of approximately $1,051,509 and $996,009, respectively. One of the unpaid consulting fees bears interest at 12 percent. As of July 31, 2007 accrued interest on these unpaid fees was approximately $41,200. These consulting fees are payable on demand as they have been in default since July 2004.  The Company has so far been able to renegotiate the terms of the payments and all monies owed to the parties. The term of Mr. Silverman's agreement commenced on August 1, 2007 and ends on July 31, 2008 and provides for compensation of $15,000 per month for his services. The term of Mr. Rosette's agreement ended on July 31, 2007. As of the date of this report Mr. Rossette is a member of the Board of Directors but no further compensation package has been agreed on. On March 10, 2007 the Company entered into a six month consulting agreement with Mr. Malasek and provides for compensation of $3,500 per month for his services.

- 16 -

 

 

GOING CONCERN

BVNI has experienced recurring losses, has a working capital deficiency of $3,680,025 and an accumulated deficit of $7,392,530 as of July 31, 2007. These factors, among others raise substantial doubt as to its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS RELATED TO AN INVESTMENT IN BUSINESS.VN, INC. STOCK

Some of the statements in this report or incorporated by reference are forward-looking, including, without limitation, the statements under the caption "Management's Discussion and Analysis or Plan of Operation". Forward-looking statements include those that contain words like "may," "will," "could," "should," "project," "believe," "anticipate," "expect," "plan," "estimate," "forecast," "potential," "intend," "maintain," "continue" and variations of these words or comparable words. In addition, all of the non-historical information herein is forward-looking, including any statement or implication about a future time, result or other circumstance. Forward-looking statements are not a guarantee of future performance and involve risks and uncertainties. Actual results may differ substantially from the results that the forward-looking statements suggest for various reasons. These forward-looking statements are made only as of the date of this report. We do not undertake to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. (Note: The statutory safe harbors of the Private Securities Litigation Reform Act will not be available to us until such time as we become a reporting company)

The forward-looking statements included herein are based on, among other items, assumptions that we will be able to meet our operating cash and any debt service requirements, that we will be able to successfully resolve disputes and other business matters as anticipated, that competitive within the travel and business to business industries will not affect us materially or adversely, that we will retain key personnel, that our forecasts will reasonably anticipate market demand for our products, and that there will be no significant unanticipated cost increases or other material adverse change in our operations or business. Among the factors that could cause actual results to differ materially are the following:

·

the impact of competitive services and their pricing;

·

potential effects of inflation;

·

lack of earnings visibility;

·

dependence upon suppliers;

·

difficulties in integrating any acquired businesses and realizing cost savings or productivity gains;

·

dependence on key personnel and;

·

difficulties regarding hiring and retaining qualified personnel in a competitive labor market; and

Other factors that could cause results to vary materially from current expectations are referred to elsewhere in this report.

Assumptions regarding the foregoing involve judgments that are difficult to make and future circumstances that are difficult to accurately predict. Forecasting and other management decisions are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and business developments, the impact of which may cause us to alter our internal forecasts, and which may in turn affect expectations or future results. We do not undertake to publicly announce the changes that may occur in our expectations. Readers are cautioned against giving undue weight to any of the forward-looking statements. The inclusion of forward-looking information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. We are setting out some of the more specific risk factors below in full for the convenience of the readers:

The market price of our stock has fluctuated pursuant to the acquisition and our preparations for developing and marketing our products, and can be affected by economic and political uncertainties. Declines in the market price of our stock could adversely affect our ability to retain personnel with higher-priced stock incentives, to acquire businesses or assets in exchange for stock and/or to conduct future financing activities with the sale of stock.

WE NEED ADDITIONAL CAPITAL TO ACHIEVE OUR GOALS, BUT WE DO NOT HAVE ANY COMMITMENTS TO OBTAIN SUCH CAPITAL AND CAN NOT GIVE ASSURANCE THAT WE WILL BE ABLE TO OBTAIN CAPITAL AS AND WHEN REQUIRED.

FUTURE REVENUE GROWTH DEPENDS ON OUR ABILITY TO IMPROVE THE EFFECTIVENESS AND BREADTH OF OUR SALES ORGANIZATION.

- 17 -

 

WE MAY NOT BE ABLE TO PROTECT OUR PROPRIETARY RIGHTS AND MAY INCUR SIGNIFICANT COSTS ATTEMPTING TO DO SO. Our success and ability to compete are dependent to a significant degree on our proprietary technology. We rely on a combination of copyright, trade secret and trademark.

THE MARKET FOR OUR COMMON STOCK IS LIMITED. Our common stock is thinly-traded and any recently reported sales price may not be a true market-based valuation of our common stock. There can be no assurance that an active market for our common stock will develop. In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to operating performance.

OUR COMMON STOCK IS CONSIDERED A "PENNY STOCK" AND, AS SUCH, THE MARKET FOR OUR COMMON STOCK MAY BE FURTHER LIMITED BY CERTAIN SEC RULES. As long as the price of our common stock remains below $5.00 per share, the stock is likely to be subject to certain "penny stock" rules promulgated by the SEC. Those rules impose certain sales practice requirements on brokers who sell penny stock to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000). For transactions covered by the penny stock rules, the broker must make a special suitability determination for the purchaser and receive the purchaser's written consent to the transaction prior to the sale. Furthermore, the penny stock rules generally require, among other things, that brokers engaged in secondary trading of penny stocks provide customers with written disclosure documents, monthly statements of the market value of penny stocks, disclosure of the bid and ask prices, disclosure of the compensation to the brokerage firm, and disclosure of the sales person working for the brokerage firm. These rules and regulations adversely affect the ability of brokers to sell our common stock and limit the liquidity of our securities.

THE TRADING PRICE OF OUR COMMON STOCK IS VOLATILE AND COULD DECLINE SUBSTANTIALLY. The trading price of our common stock is volatile and is likely to continue to be volatile. Our stock price could be subject to wide fluctuations in response to a variety of issues, including broad market factors that may have a material adverse impact on our stock price, regardless of our actual performance. The factors include, but are not limited to, the following:

 

·

Periodic variations in the actual or anticipated financial results of our business or that of our competitors;

 

·

Downward revisions in estimates of our future operating results or of the future operating results of our competitors;

 

·

Material announcements by us or our competitors;

 

·

Adverse changes in general market conditions or economic trends or in conditions or trends in the market in which we operate.

WE HAVE THE ABILITY TO ISSUE ADDITIONAL EQUITY SECURITIES, WHICH WOULD LEAD TO DILUTION OF OUR ISSUED AND OUTSTANDING COMMON STOCK. The issuance of additional equity securities or securities convertible into equity securities would result in dilution of our existing stockholders' equity interests in us. Our Board of Directors has the authority to issue, without vote or action of stockholders, preferred stock in one or more series, and has the ability to fix the rights, preferences, privileges and restrictions of any such series. Any such series of preferred stock could contain dividend rights, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences or other rights superior to the rights of holders of our common stock. If we issue convertible preferred stock, a subsequent conversion may dilute the current common stockholders' interest. In addition, as of January 31, 2006, we were authorized to issue, without stockholder approval, up to 16,751,136 shares of common stock. Of that amount, 140,398 shares of our common stock were issuable upon the exercise of vested options.

WE DO NOT INTEND TO PAY CASH DIVIDENDS. AS A RESULT, STOCKHOLDERS WILL BENEFIT FROM AN INVESTMENT IN OUR COMMON STOCK ONLY IF IT APPRECIATES IN VALUE. We have never paid a cash dividend on our common stock, and we do not plan to pay any cash dividends on our common stock in the foreseeable future. We currently intend to retain any future earnings to finance our operations and further expansion and growth of our business, including acquisitions. As a result, the success of an investment in our common stock will depend upon any future appreciation in its value. We cannot guarantee that our common stock will appreciate in value or even maintain the price at which stockholders have purchased their shares.

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ITEM 3.

(a) Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures. Based upon that evaluation, the CEO and CFO concluded that as of July 31, 2007 our disclosure controls and procedures were effective in timely alerting them to the material information relating to the Company required to be included in the Company's periodic filings with the SEC, subject to the various limitations on effectiveness set forth below under the heading, "LIMITATIONS ON THE EFFECTIVENESS OF INTERNAL CONTROLS," such that the information relating to the Company, required to be disclosed in SEC reports (i)is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company's management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Controls over financial reporting

Changes in internal control over financial reporting. There has been no change in the Company's internal control over financial reporting that occurred during the fiscal quarter ended July 31, 2007 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

(c) Limitations on Effectiveness of Disclosure Controls and Procedures

The Company's management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, and/or the degree of compliance with the policies or procedures may deteriorate.

 

PART II

ITEM 1.  LEGAL PROCEEDINGS

          None.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

           None

ITEM 3.  DEFAULTS ON SENIOR SECURITIES

          None.

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

           None.

ITEM 5.  OTHER INFORMATION

           None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                    (a)  Exhibits

 

23.1

Consent of Independent Registered Public Accounting Firm

 

31.1

Certification Pursuant to Section 302 of Sarbanes Oxley Act of 2002.

 

31.2

Certification Pursuant to Section 302 of Sarbanes Oxley Act of 2002.

 

32.1

Certification Pursuant to 18 U.S.C. Section 1350

 

32.2

Certification Pursuant to 18 U.S.C. Section 1350

                    The Company incorporates by reference all exhibits to its Form 10-KSB for the year ending June 30, 2006.

- 19 -

 

 

SIGNATURES

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

 

Date:  September 17, 2007

BUSINESS.VN, INC..

 

 

 

By: /S/ Sheldon Silverman
Sheldon Silverman
Chief Executive Officer, and Chairman of the Board

 

 

 

Date:  September 17, 2007

BUSINESS.VN, INC

 

 

 

By: /S/ Robert T Malasek
Robert T Malasek
Chief Financial Officer

 

 

 

In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

 

 

Title

Date

/S/ Sheldon Silverman
Sheldon Silverman

Chief Executive Officer, and Chairman of the Board

September 17, 2007

 

Title

Date

/S/ Robert T Malasek
Robert T Malasek

Chief Executive Officer, Chief Financial Officer and Chairman of the Board

September 17, 2007