10QSB 1 sumy03q.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended May 31, 2003, Commission File No. 0-31333 SUPER VENTURES CORPORATION --------------------------------------------------------- (Exact name of Registrant as specified in its charter) Nevada Not Available ------------------------ ----------------------------------- (State of Incorporation) (I.R.S. Employer Identification Number) 14 Pico Crescent, Thornhill, Ontario L4J 8P4 ---------------------------------------------------- (address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (905) 731-0189 Not Applicable ---------------------------------------------------------------- (Former name, address or 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 ---------- ---------- The total number of shares outstanding of the issuer's common shares, par value $ .001, as of the date of this report, follow: 10,024,000 PART I - FINANCIAL INFORMATION Item 1. Financial Statements SUPER VENTURES CORPORATION (A Development Stage Company) Interim Financial Statements May 31, 2003 (UNAUDITED) SUPER VENTURES CORPORATION (A Development Stage Company) INTERIM BALANCE SHEET May 31, 2003 (UNAUDITED) Year Ended May 31, August 31 2003 2002 (Unaudited) (Audited) ASSETS Current Assets Cash $ - $ - ------- ------- Total Current Assets - - ------- ------- Other Assets Incorporation costs - - ------- ------- Total Other Assets - - ------- ------- TOTAL ASSETS $ - $ - ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ - $ 750 Advance from shareholder 2,795 2,045 ------- ------- TOTAL CURRENT LIABILITIES 2,795 2,795 ------- ------- Stockholders' Equity Preferred stock, authorized 5,000,000 shares par value $ .001: none outstanding - - Common stock, authorized 50,000,000 shares, par value $ .001, issued and outstanding - 10,024,000( August 31, 2002 - 10,024,000) 10,024 10,024 Deficit accumulated during the development stage (12,819) (12,819) ------- ------- Total Stockholders' Equity (2,795) (2,795) ------- ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ - ======= =======
The accompanying notes are an integral part of these financial statements SUPER VENTURES CORPORATION (A Development Stage Company) INTERIM STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED May 31, 2003 (UNAUDITED)
From (May 9, 2000) Inception Three Months Nine Months Ended to Ended May 31, May 31 May 31, 2003 2002 2003 2002 2003 INCOME $ - $ - $ - $ - $ - ------- ------- ------- ------- ------- OPERATING EXPENSES Professional Fees - - - - 2,250 Amortization Expenses - - - - - Administrative Expenses - - - - 10,569 ------- ------- ------- ------- ------- Total Operating Expenses - - - - 12,819 ------- ------- ------- ------- ------- Net Loss from Operations $ - $ - $ - $ - $(12,819) ======= ======= ======= ======= ======= Weighted average number of shares outstanding 10,024,000 10,024,000 10,024,000 10,024,000 ========== ========== ========== ========== Net Loss Per Share $ - $ - $ - $ - ======= ======= ======= =======
The accompanying notes are an integral part of these financial statements. SUPER VENTURES CORPORATION (A Development Stage Company) INTERIM STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED May 31, 2003 (UNAUDITED)
From Inception (May 9, 2000) Nine Months Ended to May 31, May 31, 2003 2002 2003 S> Cash Flows From Operating Activities Net loss $ - $ - $ (12,819) Adjustments to reconcile net loss to net cash used operating activities: Stock issued for services - - 10,024 Changes in assets and liabilities Increase(decrease)in accounts payable (750) - - Increase in Other Assets - - - ------- ------- ------- (750) - 10,024 ------- ------- ------- Net Cash Used in Operating Activities (750) - (2,795) ------- ------- ------- Cash Flow From Financing Activities Issuance of common stock - - - Advances from shareholder 750 - 2,795 ------- ------- ------- Net Cash Provided By Financing Activities 750 - 2,795 ------- ------- ------- Increase(decrease) in Cash - - - Cash and Cash Equivalents - Beginning of period - - - ------- ------- ------- Cash and Cash Equivalents - End of period $ - $ - $ - ======= ======= ======= Supplemental Cash Flow Information Interest paid $ - $ - $ - ======= ======= ======= Taxes paid $ - $ - $ - ======= ======= =======
The accompanying notes are an integral part of these financial statements SUPER VENTURES CORPORATION (A Development Stage Company) Interim Statement of Changes in Stockholders' Equity FROM INCEPTION(MAY 9, 2000) TO May 31, 2003 (UNAUDITED)
Deficit Accumulated Additional During the Common Stock Paid-In Development Shares Amount Capital Stage Totals Balance - May 9, 2000 - $ - $ - $ - $ - Stock issued for services 400,000 400 - - 400 Net loss for period - - - (945) (945) -------- ------- ------- ------- ------- Balance - August 31, 2000 400,000 $ 400 $ - $ (945) $ (545) Stock issued for services 9,624,000 9,624 - - 9,624 Net loss for year - - - (11,124) (11,124) ---------- ------- ------- ------- ------- Balance - August 31, 2001 10,024,000 $ 10,024 $ - $(12,069) $ (2,045) Stock issued for services - - - - - Net loss for year - - - (750) (750) ---------- ------- ------- ------- ------- Balance - August 31, 2002 10,024,000 $ 10,024 $ - $(12,819) $ (2,795) Net loss - May 31, 2003 - - - - - ---------- ------- ------- ------- ------- Balance - May 31, 2003 10,024,000 $ 10,024 $ - $(12,819) $ (2,795) ========== ======= ======= ======= =======
The accompany notes are an integral part of these financial statements. SUPER VENTURES CORPORATION (A Development Stage Company) Notes To Interim Financial Statements May 31, 2003 (UNAUDITED) Note 1 - Organization and Summary of Significant Accounting Policies: Nature of Business Super Ventures Corporation(the "Company") was incorporated on May 9, 2000 under the laws of the State of Nevada. The Company's primary business operations are to and engage in internet related businesses. The Company is searching for a viable entity upon which to merge and/or acquire. The Company intends on going public in order to raise the funds required in order to fulfill its business objectives. The Company's fiscal year end is August 31, Basis of Presentation - Development Stage Company The Company has not earned any revenue from limited principal operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity (deficit) and cash flows disclose activity since the date of the Company's inception. Basis of Accounting The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The accompanying consolidated financial statements for the interim periods are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the periods presented. These financial statements should be read in conjunction with the financial statements for the year ended August 31, 2002 and notes thereto contained in the Report on Form 10-KSB of Super Ventures Corporation (the "Company") as filed with the Securities and Exchange Commission. The results of operations for the nine months ended May 3, 20034 are not necessarily indicative of the results for the full fiscal year ended August 31, 2002. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considered all cash and other highly liquid investments with initial maturities of three months or less to be cash equivalents. Net earning (loss) per share Basic and diluted net loss per share information is presented under the requirements of SFAS No. 128, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, less shares subject to repurchase. Diluted net loss per share reflects the potential dilution of securities by adding other common stock equivalents, including stock options, shares subject to repurchase, warrants and convertible preferred stock, in the weighted-average number of common shares outstanding for a period, if dilutive. All potentially dilutive securities have been excluded from the computation, as their effect is anti-dilutive. SUPER VENTURES CORPORATION (A Development Stage Company) Notes To Interim Financial Statements May 31, 2003 (UNAUDITED) Fair Value of Financial Instruments The carrying amount of advance from a shareholder is considered to be representative of its fair value because of the short-term nature of this financial instrument. Income Taxes The Company accounts for income taxes under SFAS No. 109, which requires the asset and liability approach to accounting for income taxes. Under this method, deferred tax assets and liabilities are measured based on differences between financial reporting and tax bases of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse. Note 2 - Capital Stock Transactions The authorized capital is 50,000,000 shares of common stock at $.001 par value. The Company has issued at total of 10,024,000 shares of common stock for services rendered as administrative expenses at a cost of $10,024 which has been expensed in prior periods. Note 3 - Advance from Shareholder An officer of the Company advanced cash to the Company for start-up incorporation costs of $545 and to pay certain accounts payable totaling $2,250. These advances are unsecured, bear no interest, and are due on demand. Note 4 -Income Taxes There has been no provision for U.S. federal, state, or foreign income taxes for any period because the Company has incurred losses in all periods and for all jurisdictions. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred tax assets are as follows: Deferred tax assets Net operating loss carryforwards $ 12,819 Valuation allowance for deferred tax assets (12,819) -------- Net deferred tax assets $ - ======== Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. As of May 31, 2003, the Company had net operating loss carryforwards of approximately $ 12,819 for federal and state income tax purposes. These carryforwards, if not utilized to offset taxable income begin to expire in 2017. Utilization of the net operating loss may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. The annual limitation could result in the expiration of the net operating loss before utilization. Note 5 - Going Concern: The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplates continuation of the Company as a going concern. The Company operations are in the development stage and the Company has generated no income. The future success of the Company is likely dependent on its ability to attain additional capital to develop its proposed products and ultimately, upon its ability to attain future profitable operations. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations. PART II - OTHER INFORMATION Item 2 - Management's Discussion and Analysis of Financial Conditions and Results of Operations THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT. EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE DISCUSSION CONTAINED IN THIS REPORT CONTAINS "FORWARD-LOOKING STATEMENTS" THAT INVOLVE RISK AND UNCERTAINTIES. THESE STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD" OR "ANTICIPATES" OR THE NEGATIVE THEREOF OR SIMILAR EXPRESSIONS OR BY DISCUSSIONS OF STRATEGY. THE CAUTIONARY STATEMENTS MADE IN THIS REPORT SHOULD BE READ AS BEING APPLICABLE TO ALL RELATED FORWARD-LOOKING STATEMENTS WHEREVER THEY APPEAR IN THIS REPORT. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS REPORT. Results of Operations For the nine months ended May 31, 2003 the Company has not generated any revenues. Management's efforts to date have been devoted to focusing on raising capital in order to fulfil its business objectives. To date, management has been unsuccessful. The Company has incurred operating losses to date of $12,819 and will continue to incur losses until such time as an acquisition candidate is identified and, even if successful in acquiring a business or consummating a business combination, there can be no assurance that this business will be profitable. Liquidity and Capital Resources The Company has no cash. The investigation of prospective financing candidates involves the expenditure of capital. The Company will likely have to look to Mr. Marvin Winick or to third parties for additional capital. There can be no assurance that the Company will be able to secure additional financing or that the amount of any additional financing will be sufficient to conclude its business objectives or to pay ongoing operating expenses. ITEM 3. CONTROLS AND PROCEDURES Within 90 days prior to the date of this report under the supervision and participation of certain members of the Company's management, including the President, the Company completed an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures ( as defined in Rules 13a - 14 and 15d - 14c to the Securities Exchange Act of 1934, as amended). Based on this evaluation, the Company's President believes that the disclosure controls and procedures are effective with respect to timely communicating to them and other members of management responsible for preparing periodic reports all material information required to be disclosed in this report as it relates to the Company. Item 6 - Exhibits and Reports on Form 8-K Exhibit 11 - Computation of earnings per common share - see Statement of Operations Reports on Form 8-K - None Exhibit 31& 32 Certification in connection with the Sorbanes-Oxley Act SIGNATURES Pursuant to the requirements of the Exchange Act , the Registrant has duly caused this report to be signed by the undersigned thereunto duly authorized. SUPER VENTURES CORPORATION BY: /s/ M. WINICK --------------------------- Marvin N. Winick, President Dated: December 1, 2004 Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) I, Marvin N. Winick, certify that; 1. I have reviewed this quarterly report on Form 10-QSB of Super Ventures Corporation. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registration as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedure to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ Marvin Winick --------------------------------------------- Marvin Winick President December 1, 2004 EXHIBIT 32.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) In connection with the Quarterly Report of Super Ventures Corporation, a Nevada corporation (the "Company"), on Form 10-QSB for the quarter ending May 31, 2003 as filed with the Securities and Exchange Commission (the "Report"), I, Marvin N. Winick President & CEO, of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my knowledge: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Marvin Winick ------------------------------------------- Marvin N. Winick President & CEO December 1, 2004.