-----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, MkBG6RL+NKEMh55EshpSYIG5L5ui8FZ2XUvt6UpLcK5JMtZ2ZcYXRzrQb9EcfREA DDqRFv5/4Ta3Cadn/vsdbA== 0000802206-96-000006.txt : 19961118 0000802206-96-000006.hdr.sgml : 19961118 ACCESSION NUMBER: 0000802206-96-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVEN INC CENTRAL INDEX KEY: 0000802206 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 911363905 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-24262 FILM NUMBER: 96662982 BUSINESS ADDRESS: STREET 1: 3653 HEMLOCK COURT CITY: RENO STATE: NV ZIP: 89509 BUSINESS PHONE: 7028298812 MAIL ADDRESS: STREET 2: 3653 HEMLOCK COURT CITY: RENO STATE: NV ZIP: 89509 10-Q 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q X QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended September 30, 1996 ___ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXHANGE ACT Commission File No. 0-24262 ADVEN, INC. (Exact name of registrant as specified in its charter) Washington 91-1363905 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 89509 3653 Hemlock Court (Zip Code) Reno, Nevada (Address of principal executive (702)829-8812 offices) (Registrants telephone number including area code) _________________________________________________________________________ Indicate by a 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 twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirement for the past ninety days. Yes X No ___ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date: The number of shares of Registrant's Common Stock, $.0001 par, outstanding on September 30, 1996 was 1,640,001. PART I - FINANCIAL INFORMATION ADVEN, INC. The financial statements of the Registrant included herein have been prepared, without audit, pursuant to the rules and regulation. of the Securities and Exchange Commission. Althouqh certain information normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted, the registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Annual Report on Form 10-K of the Registrant. The financial statements included herein reflect all adjustments (consisting only of normal recurring accruals) which, in the opinion of management, are necessary to present a fair statemeut of the results for the interim periods. The results for interim period. are not necessarily indicative of trends or of results to be expected for a full year. ADVEN, INC. BALANCE SHEET September 30, 1996 and December 31, 1995 ASSETS Sept. 30, 1996 Dec 31, (Unaudited) 1995 CURRENT ASSETS Cash $ 13,426 $ 15,635 OTHER ASSETS TOTAL ASSETS $ 13,426 $ 45,635 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Aaaounts payable $ 3,218 $ 3,618 Loan payable-non related party 4,125 4,125 Total Current Liabilities 7,343 7,743 STOCKHOLDERS' EQUITY Coimmon stock, $.OOOl par value, 20,000,000 shares authorized, 1,640,001 shares issued 164 164 preferred stock, $.0001 par value 20,000,000 shares authorized, -0- shares issued Additional paid-in capital 169,848 169,848 Accumulated (Deficit) (163,620) (162,120) Total Stockholders' Equity 6,083 7,892 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $13,426 $ 15,635 The accompaning notes are an integral part of these financial statements ADVEN, Inc. STATMENT OF OPERATIONS for the three and six months ended September 30, 1996 and 1995 (Unaudited) THREE MONTHS NINE MONTHS 1996 1995 1996 1995 REVENUES $ -- $ -- $ -- $ -- OPERATING EXPENSES Administrative expenses 309 309 1,809 5,766 OPERATING (LOSS) (309) (309) (1,809) (5,766) OTHER INCOME (EXPENSES) INCOME (LOSS) BEFORE PROVISION FOR FEDERAL INCOME TAX (309) (309) (1,809) (5,766) PROVISION FOR FEDERAL INCOME TAX -- -- -- -- NET INCOME (LOSS) $(309) $(309) $(1,809) $(5,766) EARNINGS (LOSS) PER SHARE NIL NIL NIL NIL The accompanying notes are an integral part of these financial statements ADVEN, INC. STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Inception (August 22, 1986) through September 30, 1996 (Unaudited) Total Retained Stockholders Common Stock Paid - In Earnings Equity Shares Amount Ca~ital (Deficit) (Deficit~ Stock issued for cash at $.0064 2,500,000 $ 250 $ 15,750 $ 16,000 Net (loss) for 1986 __________ _______ ________ (61) (61) Balances, December 31, 1986 2,500,000 250 15,750 (61) 15,939 Stock issued for cash at $.03 5,000,000 500 149,500 150,000 Costs of stock offering (55,258) (55,258) Stock issued for all of the out- standing capital stock of Surface Technologies,Inc. 21,500,000 2,150 137,850 (149,941) (9,941) Stock issued for services at $10001 1,200,000 120 120 Net (loss) for 1987 __________ _______ ________ (137,539) (137,539) Balances, December 31, 1987 30,200,000 3,020 247,842 (287,541) (36,679) Stock issued for services 5,000,000 500 500 Net (loss) for 1988 __________ _______ ________ (12.906) (12.906) Balances, December 31, 1988 35,200,000 3,520 247,842 (300,447) (49,085) Net (loss) for 1989 __________ _______ ________ (69,516) (69,516) Balances, December 31, 1989 35,200,000 3,520 247,842 (369,963) (118,601) Stock issued for cash at $.0009375 4,800,000 480 4,020 4,500 Effect of sale of all interest in Surface Technologies, Inc1 (note 4) (137,850) 308,305 170,455 Net (loss) for 1990 (56,308) (56,308) Effect of reverse stock split of 25 to 1 (38.400.000) (3,840) 3,840 ________ _______ Balances, December 31, 1990 1,600,000 160 117,852 (117,966) 46 Net (loss) for 1991 __________ ______ _______ (592) (592) Balances, December 31, 1991 1,600,000 160 117,852 (118,558) (546) Net (loss) for 1992 __________ ______ _______ (415) (415) Balances, December 31, 1992 1,600,000 160 117,852 (118,973) (961) The accompanying notes are an integral part of these financial statements ADVEN, INC. STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY Inception (August 22, 1986) through September 30, 1996 (Unaudited) Retained Total Common Stock Paid-in Earnings Stockholders' Balances, December Sbares Amount Capital (Deficit) Eqiuity 31, 1992 1,600,000 160 117,852 (118,973) (961) Net (1oss) for 1993 (7,824) (7,824) Effect of Reverse stock split of 4 to 1 on 12-31-93 (1,999,999) (120) 120 ________ ________ Balances, December 31, 1993 400,001 40 117,972 (126,797) (9,785) Sale of common stock 1,240,000 124 51,876 52,000 Net (1oss) for 1994 _________ _______ _______ (28,907) (28,907) Balances, December, 31, 1994 1,640,001 164 169,848 (155,704) 14,308 Net (loss) for 1995 _________ _______ _______ (6,416) (6,416) Balances, December 31, 1995 1,640,001 164 169,848 (162,120) 7,892 Net (loss) for the nine months ended September 30, 1996 _________ _______ _______ (1,809) (1,809) Balances, September 30, 1996 1,640,00l $164 $169,848 $163,929 6,083 The accompanying notes are an integral part of these financial statements ADVEN, INC. STATEMENT OF CASH FLOWS for the six months ended June 30, 1996 and 1995 (Unaudited) 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (1,809) $ (5,766) Adjustable to reconcile net income (loss) to net cash provided (used) by operating activities. Increase (decrease) in accounts and loans payable (400) (1,286) Net Cash Provided (used) in operating activities (2,209) (7,052) CASH FLOWS FROM INVESTING ACTIVITIES -- -- CASH FLOWS FROM FINANCING ACTIVITIES -- -- NET DECREASE IN CASH AND CASH EQUIVALENTS (2,209) (7,052) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 15,635 23,187 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 13,426 $ 16,135 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for: Interest $ -- $ -- Income taxes $ -- $ -- For purposes of this statement short term investments which have an initial maturity of ninety days or less are considered cash eqivalents. The accompanying notes are an integral part of these financial statements NOTES TO FINANCIAL STATEMENTS 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Organization: The Company was incorporated in the State of Washington on August 22, 1986. In 1987 the Company entered into an agreement to exchange 21,500,000 shares of unregistered, restricted common stock of the Company for all outstanding capital stock of Surface Technologies, Inc., which became a wholly owned subsidiary of the Company until December 28, 1990. On that date the Company exchanged 100% of its interest in Surface Technologies, Inc. to Forsell Investors Limited Partnership (a related party) in full satisfaction of all amounts owed by the Company to the partnership. Accounting Method: The Company uses the accrual method of accounting for revenues and expenses. 2 - PUBLIC OFFERING The Company registered 15,000,000 of its common stock shares with the Securities and Exchange Commission and made an initial public offering of 5,000,000 shares at $.03 per share in 1987. 3 - CAPITALIZATION The Company approved a 25 to 1 reverse stock split on December 28, 1990 which reduced the number of authorized shares from 100,000,000 to 4,000,000 and reduced the amount of issued and outstanding shares from 40,000,000 to 1,600,000 shares. Immediately after the reverse stock split the Company approved an increase in the authorized common stock to 50,000,000 shares. On December 29, 1993 the Company approved a 4 to I reverse split which reduced the number of authorized shares from 50,000,000 to 12,500,000 and reduced the amount of issued and outstanding shares from 1,600,000 to 400,000 shares. Immediately after the reverse stock split the Company approved an increase in the authorized common stock to 20,000,000 shares. 4 - CONSOLIDATION In 1987, the Company entered into an agreement to exchange 21,500,000 shares of stock for all of the outstanding capital stock of Surface Technologies, Ince The consolidation was accounted for using the purchase method of accounting. Where the ownership and operating control in the combined entity reside in the shareholders of the acquired corporations, generally accepted accounting principles require that the acquired corporation be treated as the purchaser for accounting purposes. Accordingly, the statement of changes in stockholders' equity includes an adjustment in 1987 to record the additional paid-in capital and retained earnings deficit of Surface Technologies, Inc. in the amount of $137,850 and $(149,941) respectively. Similarly, there is an adjustment in 1990 to remove the additional paid in capital and retained earnings deficit of Surface Technologies, Inc. in the amount of $(137,850) and $308,305 respectively upon the disposition of all interest in Surface Technologies, Inc. stock as of December 28, 1990. ADVEN, INC. NOTES TO FINANCIAL STATEMENTS 5 - RELATED PARTY TRANSACTIONS Forsell Investors Limited Partnership (FILP) is a limited partnership controlled by Richard Forsell, a shareholder and past president of Adven, Inc. FILP loaned $50,000 to the Company in December 1988. No interest payments had been made on the loan and by November 1990 there was in excess of $13,000 accrued interest in arrearse FILP gave written notice of default on the loan in 1990. FILP agreed to purchase 100% of the stock in Surface Technologies, Inc. (A wholly owned subsidiary acquired in 1987. See note 4) in full satisfaction of its $50,000 loan and all accrued intereste Surface Technologies, Inc. had sustained repeated losses, warranty work problems, and excessive debt which obviated any reasonable prospect for Adven, Ince to acquire the funds from the subsidiary to service the debt owned to FILP. In conjunction with the sale of all interest in Surface Technologies, Inc., Richard Forsell agreed to purchase 4,800,000 shares of stock in 1990 (prior to the reverse stock split of 25 to 1) for $4,500 to provide funds to pay Adven's outstanding bills as of December 1990. The result of these transactions was to eliminate virtually all assets and liabilities from Adven, Ince which would facilitate the search for a merger candidate to place in the public shell and thereby create value for the shareholders. 6 - FEDERAL INCOME TAXES Effective as of January 1, 1990 the Corporation adopted Statement of Financial Accounting Standards ("SFAS") No. 109 Accounting for Income Taxes which establishes generally accepted accounting principles for the financial accounting measurement and disclosure principles for income taxes that are payable or refundable for the current year and for the future tax consequences of events that have been recognized in the financial statements of the Corporation and past and current tax returns. The change had no effect on prior years results. There are no material timing differences which would produce a deferred tax liability or asset. NOTES TO FINANCIAL STATEMENTS 6 FEDERAL INCOME TAXES (continued) The following net operating loss carryforeards as of March 31, 1996 will expire if not applied by the dates scheduled below: Year ending March 31, Net Operating Loss 2001 $ 61 2002 21,829 2003 21,740 2004 5,628 2005 4,571 2006 592 2007 415 2008 7,824 2009 28,907 2010 6,4l6 $97,983 7 EARNINGS PER SHARE Earnings per share have been restated for 1993 to give effect of the 4 to 1 reverse stock split occurring on 12-31-93. 8 - UNCERTAINTIES During the years presented in the financial statements, the Coppany has sustained recurring losses, and the source of the Company's operating income was disposed in the sale of all interest in Surface Technologies, Inc. in 1990. As a result of this sale in 1990 the Company was reduced to a public "shell" with virtually no assets, or operations. The Company has been searching for a merger candidate in order to acquire an operating Company. Managemnt is actively pursuing debt and equity financing sources. However, there can be no assurance of the success of these efforts. Item 2. Managements' Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources For more than the past four years, the Company has had no assets. In 1994, the Company raised $12,000 from the sale of 1,200,000 shares to Henri Hornby and a company owned by Mr. Hornby, and $40,000 from a private placement in November of 1994. Within the past three years, operation expenses have been paid from the above mentioned sale of stock and the proceeds of two loans: one non-interest bearing loan received on February 24, 1993 from an unaffiliated party in the amount of $4,125, payable on demand; and one loan made on July 8, 1994 by Henri Hornby in the amount of $3,000, which has since been paid in full. The Company believes that it will require an additional $25,000 to $100,000 to cover the costs (primarily legal and accounting) of meeting its reporting obligations under the Exchange Act and effectuation an Acquisition. The Company hopes to borrow such funds and/or raise such funds through the private sale of its common stock. No assurance can be given that such financing will be available, or that it can be obtained on terms satisfactory to the Company. The foregoing estimate of necessary funding does not take into account the funding requirements of any acquisition candidate. If an acquisition candidate requires funding, it is possible that a condition to the consummation of an Acquisition will be the raising of funds by the Company in a private offering of its securities. Results of Operations The Company has had no revenues for the past three fiscal years, and does not anticipate having revenues unless and until the Company acquires a business or company. Aside from the cost of filing this Registration Statement, the Company's expenses are minimal and administrative. For the years ended December 31, 1995 and 1994 and the three months ended September 30, 1996 and 1995,the Company had net losses of $6,416, $28,907, $309, and $309 respectively. The Company has had no substantive operations. Aside form preparing and filing this Registration Statement, the Company, through its President and majority stockholder, Henri Hornby, plans to seek and investigate a potential business venture for the Company. Mr. Hornby will be doing this on a part-time basis, devoting approximately 10% to 25% of his time to the Company. Aside from the search for an Acquisition candidate, the Company's only other anticipated activity will be complying with ;the reporting requirements under the Exchange Act. If and when Mr. Hornby finds an Acquisition candidate and the parties agree to go forward with an Acquisition Agreement and consummate the Acquisition. Such activity will also require the filing of a Current Report on Form 8-K with the Securities and Exchange Commission. Part II - Other Information Item 1. Legal Proceedings. NONE. Item 2. Changes in Securities. NONE. Item 3. Defaults upon Senior Securities. NONE Item 4. Submission of matters to Vote of Security Holders. NONE. Item 5. Other Information NONE. Item 6. Exhibits and Reports on Form 8-K NONE. SIGNATURES November 13, 1996 In accordance with requirements of the Securities Exchange Act of 1934, the Registrant caused this Report to be signed on its behalf by the Undersigned, thereunto duly authorized. ADVEN, INC. Registrant Henri Hornby Henri Hornby President / Director Neil F. Hornby Neil F. Hornby Secretary / Treasurer / Director EX-27 2 ARTICLE 5 FIN. DATA SCHEDULE FOR 3'RD QUARTER 10Q
5 9-MOS DEC-31-1996 SEP-30-1996 13,426 0 0 0 0 13,426 0 0 13,426 7,343 0 0 0 1,640,000 0 13,426 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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