United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 September 30, 2011
Commission file number 0-49701
PACIFIC VEGAS GLOBAL STRATEGIES, INC.
(Exact name of registrant as specified in its charter)
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COLORADO |
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84-1159783 |
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(State or Other Jurisdiction of Incorporation or organization) |
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(IRS Employer Identification No.) |
Room 2, LG/F., Kai Wong Commercial Building,
222, Queen’s Road Central, Hong Kong
(Address of principal executive offices)
(011) (852) 3154-9370
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) 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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o NO x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o |
Accelerated filer o |
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Non-accelerated filer o |
Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES x NO o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 99,963,615 shares of Common Stock with No Par Value, outstanding as at September 30, 2011
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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CERTIFICATIONS |
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All statements other than statements of historical fact presented in this quarterly report regarding our financial position and operating and strategic initiatives and addressing industry developments are forward-looking statements, where we or our management express an expectation or belief as to the future results. Such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statements of such expectation or belief will result or be achieved or accomplished. Actual results of operations may differ materially.
PART I: FINANCIAL INFORMATION
Pacific Vegas Global Strategies, Inc.
(A Development Stage Company)
Unaudited Condensed Statements of Operations
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Three months ended |
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Nine months ended |
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Period from |
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Note |
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2011 |
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2010 |
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2011 |
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2010 |
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2011 |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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US$ |
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US$ |
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US$ |
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US$ |
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US$ |
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Revenue |
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— |
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— |
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— |
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— |
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— |
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Expenses |
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General and administrative expenses |
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(9,095 |
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(10,120 |
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(26,442 |
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(28,486 |
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(330,675 |
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Loss before income taxes |
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(9,095 |
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(10,120 |
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(26,442 |
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(28,486 |
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(330,675 |
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Income tax expense |
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4 |
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— |
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— |
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— |
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— |
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— |
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Net loss and total comprehensive loss |
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(9,095 |
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(10,120 |
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(26,442 |
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(28,486 |
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(330,675 |
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Loss per share: |
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Basic and diluted |
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5 |
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(0.00 |
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(0.00 |
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(0.00 |
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(0.00 |
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(0.00 |
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Weighted average number of common stock outstanding |
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99,963,615 |
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99,963,615 |
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99,963,615 |
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99,963,615 |
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99,963,615 |
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The accompanying notes are an integral part of these condensed financial statements.
Pacific Vegas Global Strategies, Inc.
(A Development Stage Company)
Unaudited Condensed Balance Sheets
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As of |
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As of |
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September 30, |
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December 31, |
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Note |
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2011 |
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2010 |
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(Unaudited) |
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US$ |
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US$ |
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ASSETS |
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Current assets |
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Deposits and prepayments |
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5,000 |
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12,500 |
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Total current assets |
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5,000 |
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12,500 |
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Total assets |
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5,000 |
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12,500 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities |
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Due to a principal stockholder |
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6 |
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295,080 |
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266,008 |
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Accrued expenses |
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7,270 |
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17,400 |
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Total current liabilities |
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302,350 |
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283,408 |
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Commitments and contingencies |
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7 |
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Stockholders’ deficit |
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Common stock, no par value, 500,000,000 shares authorized, 99,963,615 shares issued and outstanding |
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— |
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— |
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Additional paid-in capital |
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2,500,000 |
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2,500,000 |
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Accumulated losses before re-entering development stage |
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(2,466,675 |
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(2,466,675 |
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Accumulated losses during development stage |
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(330,675 |
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(304,233 |
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Accumulated losses |
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(2,797,350 |
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(2,770,908 |
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Total stockholders’ deficit |
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(297,350 |
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(270,908 |
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Total liabilities and stockholders’ deficit |
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5,000 |
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12,500 |
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The accompanying notes are an integral part of these condensed financial statements.
Pacific Vegas Global Strategies, Inc.
(A Development Stage Company)
Unaudited Condensed Statements of Cash Flows
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Nine months ended |
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Period from |
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2011 |
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2010 |
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30, 2011 |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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US$ |
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US$ |
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US$ |
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Cash flows used in operating activities |
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Net loss |
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(26,442 |
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(28,486 |
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(330,675 |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Deposits and prepayments |
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7,500 |
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7,500 |
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65,548 |
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Accrued expenses |
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(10,130 |
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(9,491 |
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(29,953 |
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Net cash used in operating activities |
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(29,072 |
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(30,477 |
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(295,080 |
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Cash flow from financing activities |
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Advances from a principal stockholder |
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29,072 |
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30,477 |
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295,080 |
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Net cash from financing activities |
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29,072 |
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30,477 |
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295,080 |
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Net change in cash and cash equivalents |
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— |
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— |
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— |
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Cash and cash equivalents at beginning of period |
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— |
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— |
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— |
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Cash and cash equivalents at end of period |
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— |
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— |
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— |
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The accompanying notes are an integral part of these condensed financial statements.
Pacific Vegas Global Strategies, Inc.
(A Development Stage Company)
Notes to the Unaudited Condensed Financial Statements
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
Pacific Vegas Global Strategies, Inc. (the “Company”), formerly known as Goaltimer International, Inc., was incorporated in Colorado on December 19, 1990.
Upon the expiry of an International Gaming License granted by the government of the Commonwealth of Dominica on December 6, 2004, the Board of Directors of the Company resolved to cease the then business due to significant losses incurred. After the full discontinuance of such business in 2005 and becoming a shell company, the Company has re-entered the development stage since January 1, 2006 and has been reporting as a Development Stage Entity under FASB Accounting Standards Codification (“ASC”) Topic 915 — Development Stage Entities.
The Company has been in an inactive or non-operating status since December 6, 2004, and remained as a shell company with its only activity of incurring non-operating expenses.
2. PREPARATION OF INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements as of September 30, 2011 and 2010 have been prepared based upon Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods and include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the financial position, results of operations and cash flows as of September 30, 2011 and for all periods presented. Information as of December 31, 2010 was derived from the audited financial statements of the Company for the year ended December 31, 2010.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“USA”) have been condensed or omitted. These condensed financial statements should be read in conjunction with the audited financial statements and notes thereto in the Company’s Form 10-K for the year ended December 31, 2010. The results of operations for the nine months ended September 30, 2011 are not necessarily indicative of the operating results to be expected for the full year.
The condensed financial statements and accompanying notes are presented in United States dollars and prepared in conformity with accounting principles generally accepted in the USA (“USGAAP”) which requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The Company had a negative working capital and a stockholders’ deficit of US$297,350 as of September 30, 2011. The accompanying condensed financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, a substantial doubt has been raised with regard to the ability of the Company to continue as a going concern as the Company had total liabilities in excess of its total assets. In light of the situation, the Company has been contemplating practical plans for a business restructuring and/or possible arrangements to raise additional capital funds to support its continuation as a going concern, but there can be no assurance that the Company will be successful in procuring of such efforts. The Company has maintained no revenue-generating or cash in-flow operations since December 6, 2004 and has relied on cash injections from the principal stockholder of the Company, who has undertaken to finance the Company for a “reasonable” period of time for the Company to continue as a going concern, assuming that in such a period of time the Company would be able to restructure its business and restart on a revenue-generating operation and/or raise additional capital funds to support its continuation. However, the principal stockholder retains her right to discontinue such financing at her own discretion. It is uncertain as for how long or to what extent such a period of time would be “reasonable” to the discretion of the principal stockholder, and there can be no assurance that the financing from the principal stockholder will not be discontinued at any time.
Other than the private financing by cash in-flow from the principal stockholder, which is unsecured and could be discontinued at any time, the Company has currently preserved no sources of liquidity to support its continuation as a going concern.
These uncertainties may result in adverse effects on continuation of the Company as a going concern. The accompanying financial statements do not include or reflect any adjustments that might result from the outcome of these uncertainties.
3. RECENTLY ISSUED ACCOUNTING STANDARDS
As of the date that this quarterly report is filed, there are no recently issued accounting pronouncements whose adoption would have a material impact on the Company’s financial statements.
4. INCOME TAXES
Subject to the provision of ASC Top 740, the Company has analyzed its filing position in the jurisdiction where it is subject to income tax. As of September 30, 2011 and December 31, 2010, the Company has identified United States in which it is subject to income tax. Based on the evaluations noted above, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. As of September 30, 2011 and December 31, 2010, the Company had no unrecognized tax benefits or accruals for the potential payment of interest and penalties.
5. LOSS PER SHARE
Basic loss per share is based on the weighted average number of common stock outstanding during each period.
The Company had no potential common stock instruments with a dilutive effect for any period presented and therefore basic and diluted loss per share are the same.
6. DUE TO A PRINCIPAL STOCKHOLDER
The amount due is unsecured, interest-free and repayable on demand. The fair value of advances, which are interest-free, cannot be estimated reliably due to the relationship between the principal stockholder and the Company.
7. COMMITMENTS AND CONTINGENCIES
As of September 30, 2011 and December 31, 2010, the Company had no material outstanding commitments and contingencies.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our presentation in this Management’s Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements within the meaning of Section 27 A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on management’s current projections or expectations with regard to the future operations of business. Such projections or expectations are expressed in good faith and believed to have a reasonable basis, but there can be no assurance that such projections or expectations will prove to be correct or accurate, and as a result of certain risks and uncertainties, actual results of operations may differ materially.
1 Revenue and Expenses
The Company has remained in an inactive and non-operating status since December 6, 2004. There was no active business operated and no revenue earned by the Company for the three months and nine months ended September 30, 2011and 2010.
Total expenses for the three months and nine months ended September 30, 2011 were US$9,095 and US$26,442 against US$10,120 and US$28,486, for the same period last year. Expenses represent professional fees and miscellaneous administrative expenses in the two periods.
2 Net Loss
Net loss for the three months and nine months ended September 30, 2011 were US$9,095 and US$26,442 against a net loss of US$10,120 and US$28,486 a year before respectively.
3 Cashflows, Liquidity and Capital Resources
As of September 30, 2011 and December 31, 2010, the balance of cash and cash equivalents for the Company was nil. The Company has currently retained no sources of liquidity other than the private financing by cash inflow from the principal stockholder, which is unsecured and could be discontinued at any time.
4 Plan of Operation
The Company has been in non-operating status and remains as a shell company since December 6, 2004. The Company has planned for a reorganization to acquire sufficient capital funds and engage into a selected business. However, there can be no assurance as to when or whether the Company will be able to accomplish this plan.
5 Going Concern
The Company has relied on the private financing by cash inflow from the principal stockholder of the Company, who has undertaken to finance the Company in cash for a “reasonable” period of time for the Company to continue as a going concern, assuming that in such a period of time the Company would be able to restructure its business and restart on a revenue-generating operation and/or raise additional capital funds to support its continuation. However, it is uncertain as for how long or to what extent such a period of time would be “reasonable”, and there can be no assurance that the financing from the principal stockholder will not be discontinued.
These uncertainties may result in adverse effects on continuation of the Company as a going concern. The accompanying financial statements do not include or reflect any adjustments that might result from the outcome of these uncertainties.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is not exposed to currencies fluctuation or exchange risk as it has been in an inactive or non-operating status since December 6, 2004. The Company has remained as a shell company with its only activity that of incurring non-operating expenses.
ITEM 4 CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-l5(e) and Rule 15d-15(e) under the Exchange Act, the management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as at the end of the quarterly period, and based upon that evaluation, management concluded that the disclosure controls and procedures were effective, as of September 30, 2011.
(b) Changes in Internal Controls
Pursuant to Rule 13a-l5(d) and Rule 15d-15(d) under the Exchange Act, the management has evaluated the Company’s internal control over financial reporting as of September 30, 2011 and concluded that there was no change that materially affect the internal control over financial reporting cover by this report.
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PART II |
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ITEM 1. |
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None |
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ITEM 1A. |
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Not applicable |
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ITEM 2. |
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None |
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ITEM 3. |
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None |
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[ITEM 4. |
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ITEM 5. |
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None |
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ITEM 6. |
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The following exhibits are filed herewith:
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Exhibit 31.1 |
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a) |
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Exhibit 31.2 |
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a) |
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Exhibit 32.1 |
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Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350 |
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Exhibit 32.2 |
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Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350 |
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PACIFIC VEGAS GLOBAL STRATEGIES, INC.
Registrant
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Date: |
November 14 , 2011 |
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By: |
/s/ KWAN SIN YEE | |
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Kwan Sin Yee | ||
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President and Chief Executive Officer | |||
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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NAME |
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TITLE |
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DATE |
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/s/ KWAN SIN YEE |
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President, Chief Executive Officer, |
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November 14, 2011 |
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Kwan Sin Yee |
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Secretary and Director |
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/s/ KWAN SIN YEE |
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Chief Financial Officer |
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November 14, 2011 |
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Kwan Sin Yee |
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EXHIBIT 31.1
CERTIFICATIONS PURSUANT TO RULE 13a-14(a)
I, Kwan Sin Yee, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Pacific Vegas Global Strategies, Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: November 14, 2011 |
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/s/ KWAN SIN YEE |
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Kwan Sin Yee |
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Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATIONS PURSUANT TO RULE 13a-14(a)
I, Kwan Sin Yee, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Pacific Vegas Global Strategies, Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: November 14, 2011 |
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/s/ KWAN SIN YEE |
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Kwan Sin Yee |
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Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
RULE 13a-14(b) AND 18 U.S.C. SECTION 1350
In connection with the Quarterly Report of Pacific Vegas Global Strategies, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended September 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kwan Sin Yee, Chief Executive Officer of the Company, certify, pursuant to Rule 13a-14(b) and 18 U.S.C. § 1350, that:
(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 results of operations of the Company.
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/s/ KWAN SIN YEE |
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Kwan Sin Yee |
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Chief Executive Officer |
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November 14, 2011 |
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EXHIBIT 32.2
CERTIFICATION PURSUANT TO
RULE 13a-14(b) AND 18 U.S.C. SECTION 1350
In connection with the Quarterly Report of Pacific Vegas Global Strategies, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended September 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kwan Sin Yee, Chief Financial Officer of the Company, certify, pursuant to Rule 13a-14(b) and 18 U.S.C. § 1350, that:
(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 results of operations of the Company.
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/s/ KWAN SIN YEE |
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Kwan Sin Yee |
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Chief Financial Officer |
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November 14, 2011 |
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