-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L5MhXLkI8KU/hGNsW5KIOmsOtg6WLkvhCeRizPseVF8DC864djILMcRJH8AwEDb9 3LKRfFYIZ54tuxDOUD4QyA== 0001062993-08-002869.txt : 20080620 0001062993-08-002869.hdr.sgml : 20080620 20080620164208 ACCESSION NUMBER: 0001062993-08-002869 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080430 FILED AS OF DATE: 20080620 DATE AS OF CHANGE: 20080620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Intervia Inc. CENTRAL INDEX KEY: 0001353633 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52010 FILM NUMBER: 08910423 BUSINESS ADDRESS: BUSINESS PHONE: 702-989-5429 MAIL ADDRESS: STREET 1: #401, 3702 SOUTH VIRGINIA STREET, #G12 CITY: RENO STATE: NV ZIP: 89502 10-Q 1 form10q.htm Filed by sedaredgar.com - Intervia Inc. - Form 10Q

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

FORM 10-Q

(Mark One)

[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2008

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________ to ___________________

Commission File Number: 000-50494

INTERVIA INC.
(Exact name of registrant as specified in its charter)

Nevada N/A
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)  
   
3702 South Virginia Street, Suite G12 – 401, Reno, NV 89502
(Address of principal executive offices) (Zip Code)

(702) 989-5429
(Registrant’s telephone number, including area code)

__________________________________________________
(Former name, former address and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [x]      No [ ]

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

Large accelerated filer [ ]   Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company) 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 [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.   Yes [ ]    No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 3,500,000 shares of common stock issued and outstanding as of June 10, 2008


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PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


INTERVIA INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

April 30, 2008

(Unaudited)

BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENTS OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS



INTERVIA INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)

    April 30     January 31,  
    2008     2008  
          (Audited)  
ASSETS    
             
CURRENT ASSETS            
   Prepaids $  5,000   $  -  
             
             
LIABILITIES AND STOCKHOLDERS’ DEFICIT   
             
CURRENT LIABILITIES            
   Accounts payable and accrued liabilities $  10,079   $  4,270  
   Due to related party (Note 2)   49,250     37,860  
             
    59,329     42,130  
             
Contingency (Note 1)            
             
STOCKHOLDERS’ DEFICIT            
Capital stock            
     Authorized            
           75,000,000 common shares, $0.001 par value,            
     Issued and outstanding            
           3,500,000 common shares (January 31, 2008 – 3,500,000)   3,500     3,500  
Additional paid in capital   71,000     71,000  
Deficit accumulated during the development stage   (128,829 )   (116,630 )
             
    (54,329 )   (42,130 )
             
  $  5,000   $  -  

The accompanying notes are an integral part of these financial statements

F-2



INTERVIA INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)

    Three     Three     February 2,  
    months     months     2005  
    ended     ended     (Inception) to  
    April 30,     April 30,     April 30,  
    2008     2007     2008  
                   
Expenses                  
   Administrative services $  -   $  -   $  4,500  
   Office   -     633     2,906  
   Professional fees   11,499     20,189     120,638  
   Transfer and filing fees   700     85     785  
                   
Net loss $  12,199   $  20,907   $  128,829  
                   
Basic and diluted loss per share $  (0.01 ) $  (0.01 )      
                   
Weighted average number of shares outstanding                  
– basic and diluted   3,500,000     3,500,000        

The accompanying notes are an integral part of these financial statements

F-3



INTERVIA INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)

                February 2,  
    Three     Three     2005  
    months     months     (Inception)    
    ended     ended     to  
    April 30,     April 30,     April 30,  
    2008     2007     2008  
                   
Operating Activities                  
   Net loss $  (12,199 ) $ (20,907 $ (128,829 )
   Item not requiring use of cash                  
         Donated capital   -     -     4,500  
   Adjustments to reconcile net loss to net cash used by operating                  
     activities:                  
         Increase in prepaids   (5,000 )   -     (5,000 )
         Increase in accounts payable and accrued liabilities   5,808     -     10,079  
                   
Net cash used in operating activities   (11,391 )   (20,907 )   (119,250 )
                   
Financing Activities                  
   Due to related party   11,391     20,907     49,250  
   Issuance of common shares   -     -     70,000  
                   
Net cash provided by financing activities   11,391     20,907     119,250  
                   
Change in cash   -     -     -  
                   
Cash, beginning   -     -     -  
                   
Cash, ending $  -   $ -   $ -  
                   
                   
Supplemental cash flow information                  
                   
     Cash paid for interest $  -   $ -   $ -  
                   
     Cash paid for income taxes $  -   $ -   $ -  

The accompanying notes are an integral part of these financial statements

F-4



INTERVIA INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2008

1. NATURE OF BUSINESS

Intervia, Inc. (the “Company”) was incorporated in the State of Nevada on February 2, 2005. The Company is in the business of developing fuel cell products in China. The Company is considered to be a development stage company and has not generated any revenues from operations. The Company is considered to be in the development stage as defined by Statement of Financial Accounting Standards (“SFAS”) No. 7, “Development Stage Enterprises.”

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of April 30, 2008, the Company has not yet achieved profitable operations and has accumulated a deficit of $128,829. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time which raises substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

Management believes that the Company will need to raise additional capital to continue its operations. The Company will obtain additional funding by borrowing funds from its director and officer of up to $50,000, or a private placement of common stock.

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("US GAAP") for interim financial information and with the instructions to Form 10-Q. They may not include all information and footnotes required by US GAAP for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended January 31, 2008. The interim unaudited financial statements should be read in conjunction with those financial statements for the year ended January 31, 2008. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the period ended April 30, 2008 are not necessarily indicative of the results that may be expected for the year ending January 31, 2009.

2. RELATED PARTY TRANSACTIONS

Amount due to related party at April 30, 2008 and January 31, 2008 is non-interest bearing, unsecured, with no stated terms of repayment. The fair value of the amount due to related party is not determinable as it has no fixed repayment terms.

All related party transactions are measured at the exchange amount which is determined by management to approximate their fair value.

F-5


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

FORWARD LOOKING STATEMENTS.

This report contains certain forward-looking statements that involve risks and uncertainties relating to, among other things, our future financial performance or future events. Forward-looking statements give management’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical fact contained in this Form 10-Q, including statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements involve known and unknown risks, estimates, assumptions and uncertainties that could cause actual results to differ materially from the results set forth in this report. Readers should not place undue reliance on these forward-looking statements. Readers should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors such as:

  • limited operating history
  • lack of product revenues
  • limited marketing experience to develop customers
  • ability to raise additional financing
  • ability to generate positive cash flow
  • uncertainty in regulatory and legal environment in China
  • dependence on key personnel
  • competitive factor; and
  • general economic conditions.

These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward looking statements. These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements

As used in this quarterly report, the terms “we”, “us”, “our company”, and “Intervia” means Intervia Inc. and its subsidiaries unless otherwise indicated. All dollar amounts in this quarterly report are expressed in US dollars unless otherwise indicated.With the exception of historical matters, the matters discussed herein are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements concerning anticipated trends in revenues and net income, the date of award or completion of our projects, projections concerning operations and available cash flow. Actual results and events could differ materially from those projected, anticipated, or implicit, in the forward-looking statements as a result of the risk factors set forth below and elsewhere in this report. The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto appearing elsewhere herein.


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The following discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate these estimates, including those related to revenue recognition and concentration of credit risk. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Background

We are a development stage company focused on developing fuel cell technology and producing fuel cells in China for indoor forklifts, scooters, underwater equipment (eg. shallow underwater sightseeing submarines) that require a small size, longevity of use and silent operation. In order to achieve commercialization, we will be focused on building a commercial prototype, enhancing product performance, and building customer and OEM manufacturer relationships.

We are in the initial stage of researching and developing fuel cells and their components and building our first fuel cell prototypes. A fuel cell is a device that uses hydrogen (or hydrogen-rich fuel) and oxygen to create electricity. Fuel cells are more energy-efficient than combustion engines and the hydrogen used to power them can come from a variety of sources. If pure hydrogen is used as a fuel, fuel cells emit only heat and water, eliminating concerns about air pollutants or greenhouse gases.

During fiscal 2008 we suspended the development of our products and business plan until we are able raise sufficient additional financing. We estimate that we will need approximately an additional $65,000 to complete the development of our products and for continued working capital. There is no assurance that we will be able to raise the financing required to continue our business. If we do not raise the funds required to continue our current business plans we intend to abandon our current business and may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. Intervia may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

Results of Operation

From inception we have been a development stage company focused on the development of our bio-tech products and have not earned any revenues from our incorporation on February 2, 2005 to April 30, 2008.

    Three Months     Three Months     Percentage  
    Ended     Ended     Increase/  
    April 30, 2008     April 30, 2007     (Decrease)  
Revenue $  -   $  -     -  
Expenses   12,199     20,907     (41.7% )
Net Loss $  12,199   $  20,907     (41.7% )

Revenues

We are a development stage company that from inception to April 30, 2008 has not generated any revenue.


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Expenses

The major components of our expenses for the three months ended April 30, 2008 are outlined in the table below:

    Three Months Ended April 30  
                Percentage  
                Increase /  
    2008     2007     (Decrease)  
Office   -     633     (100% )
Professional fees   11,499     20,189     (43% )
Transfer agent   700     85     723.5%  
Total Expenses $  12,199   $  20,907     (41.7% )

The decrease in our total expenses during the three months ended April 30, 2008 as compared to the three months ended April 30, 2007 was primarily due to decreased professional fees associated with complying with our reporting obligations under the Securities Exchange Act of 1934.

We recognized donated services from May 1, 2006 to April 30, 2008 to our company directors for office administration fees and rent of office premises, valued at $500 per month. During the quarter ended April 30, 2008, we have recorded $Nil in donated services. At April 30, 2008 an amount of $49,250 (January 31, 2008 - $37,860) is due to related parties and is non-interest bearing, unsecured, with no stated terms of repayment.

Liquidity and Capital Resources

 Working Capital            
    April 30, 2008     January 31, 2008  
Current Assets $  5,000   $  -  
Current Liabilities   59,329     42,130  
Working Capital $  (54,329 ) $  (42,130 )

 Cash Flows            
    Three months Ended April 30  
    2008     2007  
Cash flow from operating activities $  (11,391 ) $  (20,907 )
Cash flow used in investing activities   -     -  
Cash provided by financing activities   11,391     20,907  
Foreign exchange effect on cash   -     -  
Net increase (decrease) in cash $  -   $  -  

We had cash on hand of $Nil and a working capital deficit of $54,329 as of April 30, 2008. We anticipate that we will incur approximately $65,000 for operating expenses, including professional, legal and accounting expenses associated with our reporting requirements under the Exchange Act during the next 12 months. Accordingly, we will need to obtain additional financing in order to complete our full business plan.

Our independent auditors have issued an opinion about our ability to continue as a going concern in connection with our audited financial statements for the year ended January 31, 2008. Our accumulated deficit is $128,829 as of April 30, 2008. The discussion below provides an overview of our operations, discusses our results of operations, our plan of operations and our liquidity and capital resources.


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In the next 12 months, subject to obtaining additional financing, our primary objective is to complete development of our proposed technology and product, develop and establish our marketing plan, commence an advertising campaign for our proposed product, and commence sales of our proposed product in China.

We believe that the primary source of revenue for our business model will be the sale of our proposed fuel cell products to business enterprises. We intend to negotiate with each of our future customers individually and charge our future customers depending on the type of application required and the size of the order. We also intend to receive compensation for professional services such as customized design and development of fuel cell products. Currently, we do not have any customers as our fuel cell products are not yet fully developed.

Cash Requirements

Our estimated expenses for the next 12 months, including all product development expenses outlined above are $65,000. As at April 30, 2008, we had cash reserves of $Nil and working capital deficit of $54,329. During the 12-month period ending April 30, 2009, we anticipate that we will not generate any revenue. Accordingly, we will be required to obtain additional financing in order to continue our plan of operation. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operation. In the absence of such financing, we will not be able to continue the development of our products. If we do not continue to obtain additional financing, we will be forced to abandon our current business and seek a new line of business.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Our common shares are considered speculative during the development of our new business operations. Prospective investors should consider carefully the risk factors set out below.

Risks Relating to Our Business

Some of our competitors have certain advantages including, substantially greater financial, technical and marketing resources, greater name recognition, and more established relationships in China.

Our competitors may be able to utilize these advantages to expand their product offerings more quickly, adapt to new or emerging technologies and changes in customer requirements more quickly, take advantage of acquisitions and other financing opportunities more readily, and devote greater resources to the marketing and sale of their products.

The markets for our proposed products are characterized by changing technology and awareness of new fuel cell development. Accordingly, our ability to compete will depend upon our ability to continually enhance and improve our products, and to increase the awareness of the newly developed and reported techniques that our technology is based on. There can be no assurance that we will be able to compete successfully, that competitors will not develop products that render our products obsolete or less marketable or that we will be able to successfully enhance its products or develop new products.


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Risks Related to our Company

We have a limited operating history. If we cannot successfully manage the risks normally faced by startup companies, we may not achieve profitable operations and ultimately our business may fail.

We have a very limited operating history and we face all of the risks and uncertainties encountered by such early development-stage companies. Therefore, our prospects must be considered in light of the risks, expenses and difficulties associated with any start-up company. Due to our limited history, predictions of our future performance are very difficult.

As at April 30, 2008, we had an accumulated net loss of $128,829 since inception. We anticipate incurring further significant losses until, at the earliest, we generate sufficient revenues to offset the substantial up-front expenditures and operating costs associated with developing and commercializing products utilizing our technology. There can be no assurance that we will ever operate profitably.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended January 31, 2008, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Our business plan involves that we will not only offer products for sale, but also supply customers with updated technology that will be incorporated into the improvement of the clinical diagnostic techniques/kits. This approach will rely substantially on our ability to keep up with the rapid advances in the technology related to our products and to us any technology improvements to improve our products. There can be no assurance that our strategy will result in successful product commercialization or that our efforts will result in initial or continued market acceptance for our proposed products and services.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

In our audited financial statements included in this report, our independent auditors stated that our financial statements for the year ended January 31, 2008 were prepared assuming that we would continue as a going concern. Our ability to continue as a going concern is an issue raised as a result of recurring losses from operations. We continue to experience net operating losses. Our ability to continue as a going concern is subject to our ability to obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities. Our continued net operating loss increases the difficulty in meeting such goals and there can be no assurances that such methods will prove successful.

We have no customers and generate no revenues and have only limited marketing experience to develop customers.

We have not entered into any agreements to sell our products to any customers, as yet. We do not believe that we will generate significant revenues in the immediate future. We will not generate any meaningful revenues unless we obtain contracts with a significant number of distributors or general hospitals/clinics as one of the major buyers. There can be no assurance that we will ever be able to obtain contracts with a significant number of customers to generate meaningful revenues or achieve profitable operations.

We have only limited experience in developing and commercializing new products based on innovative biomedical technologies, and there is limited information available concerning the potential performance or market acceptance of our proposed products in China. There can be no assurance that unanticipated


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expenses, problems or technical difficulties will not occur which would result in material delays in commercialization of our products or that our efforts will result in successful commercialization.

We need substantial additional financing and a failure to obtain such required financing will inhibit our ability to grow or we may have to curtail or cease operations.

Our capital requirements relating to the manufacture and sale of our products have been, and will continue to be, significant. We are dependent on the proceeds of future financing in order to continue in business and to develop and commercialize additional products. We anticipate requiring approximately $65,000 in additional financing for our longer term growth. There can be no assurance that we will be able to raise the substantial additional capital resources necessary to permit us to pursue our business plan. We have no current arrangements with respect to, or sources of, additional financing and there can be no assurance that any such financing will be available to us on commercially reasonable terms, or at all. Any inability to obtain additional financing will have a material adverse effect on us, such as requiring us to significantly curtail or cease operations. In that case, you may lose your entire investment.

The continued growth of our business will require additional funding from time to time which would be used for general corporate purposes. General corporate purposes may include acquisitions, investments, repayment of debt, capital expenditures, repurchase of our capital stock and any other purposes that we may specify in any prospectus supplement. Obtaining additional funding would be subject to a number of factors including market conditions, operational performance and investor sentiment. These factors may make the timing, amount, terms and conditions of additional funding unattractive, or unavailable, to us.

The terms of any future financing may adversely affect your interest as stockholders.

If we require additional financing in the future, we may be required to incur indebtedness or issue equity securities, the terms of which may adversely affect your interests in the Company. For example, the issuance of additional indebtedness may be senior in right of payment to your shares upon our liquidation. In addition, indebtedness may be under terms that make the operation of our business more difficult because the lender’s consent will be required before we take certain actions. Similarly the terms of any equity securities we issue may be senior in right of payment of dividends to your common stock and may contain superior rights and other rights as compared to your common stock. Further, any such issuance of equity securities may dilute your interest in our company, which may reduce the value of your investment.

Our Certificate of Incorporation and Bylaws contain limitations on the liability of our directors and officers, which may discourage suits against directors and executive officers for breaches of fiduciary duties.

Our Certificate of Incorporation, as amended, and our Bylaws contain provisions limiting the liability of our directors for monetary damages to the fullest extent permissible under Nevada law. This is intended to eliminate the personal liability of a director for monetary damages on an action for breach of a director’s duties to our company or by our stockholders (except in certain limited circumstances). In addition, our Certificate of Incorporation, as amended, and our Bylaws contain provisions requiring us to indemnify our directors, officers, employees and agents serving at our request, against expenses, judgments (including derivative actions), fines and amounts paid in settlement. This indemnification is limited to actions taken in good faith in the reasonable belief that the conduct was lawful and in, or not opposed to our best interests. The Certificate of Incorporation and the Bylaws provide for the indemnification of directors and officers in connection with civil, criminal, administrative or investigative proceedings when acting in their capacities as agents for us. These provisions may reduce the likelihood of derivative litigation against directors and executive officers and may discourage or deter stockholders or


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management from suing directors or executive officers for breaches of their fiduciary duties, even though such an action, if successful, might otherwise benefit our stockholders and directors and officers.

Our success depends on our management team and other key personnel, the loss of any of whom could disrupt our business operations.

Our future success will depend in substantial part on the continual services of our senior management. As an early stage development company, currently none of our senior management team receives any monetary remuneration from our company. We do not carry key person life insurance on any of our officers or employees. The loss of the services of one or more of our key personnel could impede implementation of our business plan and result in reduced profitability.

Our future success also depends on our continuing ability to attract, retain and motivate highly qualified technical sales and marketing customer support. Because of the rapid growth of the Chinese economy, competition for qualified personnel is intense. We cannot guarantee that we will be able to retain our key personnel or that we will be able to attract or retain qualified personnel in the future. Our inability to hire and retain qualified personnel or the loss of the services of our key personnel could have a material adverse effect upon our business, financial condition and operations.

Because we do not have sufficient insurance to cover our business losses, we might have uninsured losses, increasing the possibility that you would lose your investment.

We may incur uninsured liabilities and losses as a result of the conduct of our business. We do not currently maintain any comprehensive liability or property insurance. Even if we obtain such insurance in the future, we may not carry sufficient insurance coverage to satisfy potential claims. We do not carry any business interruption insurance. Should uninsured losses occur, any purchasers of our common stock could lose their entire investment.

Risks Relating to the People’s Republic of China

The economic policies of the People’s Republic of China could affect our business.

Substantially all of our assets are located in the People’s Republic of China (hereinafter referred to as “China”) and substantially all of our revenue will be derived from operations in China. Accordingly, our operations and future prospects are subject, to a significant extent, to the economic, political and legal developments in China.

While China’s economy has experienced significant growth in the past 20 years, such growth has been uneven, both geographically and across various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but such measures may also have a negative effect on us. For example, operating results and financial condition may be adversely affected by government control over capital investments or changes in tax regulations.

The Chinese economy has been transitioning away from a planned economy to a more market-oriented economy. In recent years, the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform and the reduction of state ownership of productive assets, and the establishment of corporate governance in business enterprises; however, a substantial portion of productive assets in China are still owned by the Chinese government. In addition, the Chinese government continues to play a significant role in regulating industrial development by imposing industrial policies. It also exercises significant control over China’s economic growth through the


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allocation of resources, the control of payment of foreign currency-denominated obligations, the setting of monetary policy and the provision of preferential treatment to particular industries or companies.

Capital outflow policies in China may hamper our ability to expand our business and/or operations internationally. China has adopted currency and capital transfer regulations. These regulations may require us to comply with complex regulations for the movement of capital. Although our management believes that it is currently in compliance with these regulations, should these regulations or the interpretation of them by courts or regulatory agencies change, we may not be able to remit income earned and proceeds received in connection with any off-shore operations or from other financial or strategic transactions the Company may consummate in the future.

We may face obstacles from the communist system in China.

Foreign companies conducting operations in China face significant political, economic and legal risks. The political regime in China, including its bureaucracy unfamiliar with western forms of business management and organization, may hinder investment by western originating companies. We may have difficulty establishing adequate management, legal and financial controls in the China.

We may have difficulty establishing adequate management, legal and financial controls in China.

China, historically, has not adopted western style management and financial reporting concepts and practices nor has it adopted modern banking, computer and other control system principles. We may have difficulty in hiring and retaining a sufficient number of qualified local employees to work in our China operations. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet western standards.

It will be extremely difficult to acquire jurisdiction and enforce liability against our officers, directors and assets based in China.

Because some of our executive officers and current directors, including, the inventor of our proprietary technology, are Chinese citizens, it may be difficult, if not impossible, to acquire jurisdiction over these persons in the event a lawsuit is initiated against us and/or our officers and directors by a stockholder or group of stockholders in the United States. Also, because the majority of our assets are located in China, it would also be extremely difficult to access those assets to satisfy an award entered against us in a court in the United States.

We may face political, judicial and/or ministerial corruption risk in China.

Another obstacle to foreign investment in China is corruption. We may face judicial and ministerial corruption in China. There is no assurance that we will be able to obtain recourse, if desired, through China’s poorly developed legal systems. In addition, many of the regulatory and business authorities with whom we normally conduct our business, are state employees or affiliated state-enterprise employees. These officials may engage in corrupt activities which may negatively impact our ability to conduct business.


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Risks Related to Our Common Stock

There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.

There is currently no active trading market for our common stock and such a market may not develop or be sustained. Our common stock recently received approval to be quoted on the Financial Industry Regulatory Authority’s OTC Bulletin Board with the symbol of “ITVA”. The OTC Bulletin Board is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. Even though our common stock is quoted on the OTC Bulletin Board, a public market for our common stock may not develop, then investors will not be able to resell the shares of our common stock that they have purchased and may lose all of their investment. If we establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies. As we are a development stage company such fluctuations may negatively affect the market price of our common stock.

Our stock price will likely be volatile.

The trading price for our common stock is likely to be highly volatile. The market prices for securities of drug delivery, biotechnology and pharmaceutical companies have historically been highly volatile. Factors that could adversely affect our stock price include:

  • fluctuations in our operating results; announcements of partnerships or technological collaborations,
  • innovations or new products by us or our competitors;
  • changes in government regulations;
  • developments in patent or other proprietary rights;
  • public concern as to the safety of drugs developed by us or others;
  • the results of clinical studies or trials by us, any partners we may have or our competitors;
  • litigation;
  • general stock market and economic conditions;
  • number of shares available for trading (float);
  • inclusion in or dropping from stock indexes.

Future sales of common stock or warrants, or the prospect of future sales, may depress our stock price.

Sales of a substantial number of shares of our common stock, or the perception that sales could occur, could adversely affect the market price of our common stock.

We do not intend to pay dividends and there will be less ways in which you can make a gain on any investment in our company.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through appreciation of the price of our common stock. There can be no assurance that the price of our common stock will increase.


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Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission (see above for a discussion of penny stock rules), FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

A decline in the price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock. If we are unable to raise the funds we require for all of our planned operations, we may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations,


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including our ability to develop new products and continue our current operations. As a result, our business may suffer and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our certificate of incorporation authorizes the issuance of up to 75,000,000 shares of common stock with a par value of $0.001. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

There were no changes in our internal control over financial reporting during the quarter ended April 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS

Not Applicable.

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None


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ITEM 6. EXHIBITS
   
   
Exhibit Description
No.  
3.1

Articles of Incorporation (Incorporated by reference to our Registration Statement on Form SB-2 dated May 8, 2006)

3.2

Bylaws (Incorporated by reference to our Registration Statement on Form SB-2 dated May 8, 2006)

10.1

Form of Subscription Agreement for private placement to Non-US investors completed on October 30, 2005 (Incorporated by reference to our Registration Statement on Form SB-2 dated May 8, 2006)

14.1

Code of Ethics (Incorporated by reference to our annual report on Form 10-KSB filed on May 12, 2008)

31.1*

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002

*Filed herewith


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INTERVIA INC.

/s/ Glenn Morimoto  
Glenn Morimoto  
President and Chief Executive Officer, Chief Financial Officer and Director  
(Principal Executive Officer and Principal Financial Officer)  
   
June 19, 2008  


EX-31.1 2 exhibit31-1.htm CERTIFICATION Filed by sedaredgar.com - Intervia Inc. - Exhibit 31.1

Exhibit 31.1

CERTIFICATIONS

I, Glenn Morimoto, certify that:

1.

I have reviewed this Form 10-Q of Intervia 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.

I am 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 (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.

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.


/s/ Glenn Morimoto  
Glenn Morimoto  
Chief Executive Officer and Chief Financial Officer  
   
June 19, 2008  


EX-32.1 3 exhibit32-1.htm CERTIFICATION Filed by sedaredgar.com - Intervia Inc. - Exhibit 32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Intervia Inc. (the “Company”) for the quarter ended April 30, 2008 (the “Report”), the undersigned, Glenn Morimoto, Chief Executive Officer and Chief Financial Officer, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his 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 results of operations of the Company.

June 19, 2008

  /s/ Glenn Morimoto
  Glenn Morimoto
  Chief Executive Officer and Chief
  Financial Officer

A signed original of this written statement required by Section 906 has been provided to Intervia Inc. and will be retained by Intervia Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


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